A promoter is a person who starts up a business, particularly a corporation, including the financing. The formation of a corporation starts with an idea. Preincorporation activities transform this idea into an actual corporation. The individual who carries on these preincorporation activities is called a promoter. Usually the promoter is the main shareholder or one of the management team and receives stock for his/her efforts in organization. Most states limit the amount of "promotional stock" since it is supported only by effort and not by assets or cash. If preincorporation contracts are executed by the promoter in his/her own name and there is no further action, the promoter is personally liable on them, and the corporation is not.
Under the Federal Securities Act of 1933, a pre-organization certificate or subscription is included in the definition of a security. Therefore, a contract to issue securities in the future is itself a contract for the sale of securities. In order to secure an exemption, all stock subscription agreements involving intrastate offerings should contain representations by the purchasers that they are bona fide residents of the state of which the issuer is a resident and that they are purchasing the securities for their own account and not with the view to reselling them to nonresidents. A stock transfer restriction running for a period of at least one year or for nine months after the last sale of the issue by the issuer is customarily included to insure that securities have not only been initially sold to residents, but have "come to rest" in the hands of residents.
Hennepin Minnesota Preincorporation Agreement between Incorporates and Promoters is a legal document that outlines the terms and conditions of establishing a corporation in Hennepin County, Minnesota, before it becomes officially incorporated. This agreement is crucial in defining the rights, responsibilities, and obligations of both the incorporates and promoters involved in the process. The Hennepin Minnesota Preincorporation Agreement offers a comprehensive framework to ensure a smooth transition from the preincorporation phase to the incorporation of the company. It includes details such as the purpose of the corporation, the names of the incorporates and promoters, the intended capital structure, and the distribution of shares. One important aspect covered by this agreement is the division of responsibilities and authority among the incorporates and promoters. It clearly defines each party's role in the preincorporation process and lays out guidelines for decision-making and financial contributions. In addition, the agreement addresses the issue of intellectual property ownership and confidentiality. It ensures that all existing and future intellectual property created during the preincorporation phase belongs to the corporation and establishes guidelines to protect confidential information shared between the parties. Different types of Hennepin Minnesota Preincorporation Agreements between Incorporates and Promoters may include specific clauses or provisions tailored to the unique circumstances of the business. For example, if the corporation intends to raise capital through stock offerings, additional clauses may be included to address issues like preemptive rights, anti-dilution rights, or investor protection mechanisms. Furthermore, the agreement may address matters related to the distribution of profits, decision-making processes, management responsibilities, and dispute resolution mechanisms. These additional provisions may vary depending on the nature of the business, the number of incorporates, and the specific objectives of the corporation. In conclusion, the Hennepin Minnesota Preincorporation Agreement between Incorporates and Promoters is a vital legal document that sets the foundation for the successful incorporation of a business in Hennepin County. It encompasses all key aspects of the preincorporation phase, ensuring clarity and protection for all involved parties.Hennepin Minnesota Preincorporation Agreement between Incorporates and Promoters is a legal document that outlines the terms and conditions of establishing a corporation in Hennepin County, Minnesota, before it becomes officially incorporated. This agreement is crucial in defining the rights, responsibilities, and obligations of both the incorporates and promoters involved in the process. The Hennepin Minnesota Preincorporation Agreement offers a comprehensive framework to ensure a smooth transition from the preincorporation phase to the incorporation of the company. It includes details such as the purpose of the corporation, the names of the incorporates and promoters, the intended capital structure, and the distribution of shares. One important aspect covered by this agreement is the division of responsibilities and authority among the incorporates and promoters. It clearly defines each party's role in the preincorporation process and lays out guidelines for decision-making and financial contributions. In addition, the agreement addresses the issue of intellectual property ownership and confidentiality. It ensures that all existing and future intellectual property created during the preincorporation phase belongs to the corporation and establishes guidelines to protect confidential information shared between the parties. Different types of Hennepin Minnesota Preincorporation Agreements between Incorporates and Promoters may include specific clauses or provisions tailored to the unique circumstances of the business. For example, if the corporation intends to raise capital through stock offerings, additional clauses may be included to address issues like preemptive rights, anti-dilution rights, or investor protection mechanisms. Furthermore, the agreement may address matters related to the distribution of profits, decision-making processes, management responsibilities, and dispute resolution mechanisms. These additional provisions may vary depending on the nature of the business, the number of incorporates, and the specific objectives of the corporation. In conclusion, the Hennepin Minnesota Preincorporation Agreement between Incorporates and Promoters is a vital legal document that sets the foundation for the successful incorporation of a business in Hennepin County. It encompasses all key aspects of the preincorporation phase, ensuring clarity and protection for all involved parties.
Para su conveniencia, debajo del texto en español le brindamos la versión completa de este formulario en inglés. For your convenience, the complete English version of this form is attached below the Spanish version.
