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.
Houston, Texas Preincorporation Agreement between Incorporates and Promoters is a legally binding document that outlines the terms and conditions agreed upon by the parties involved before incorporating a company in Houston, Texas. This agreement establishes a solid foundation and sets the framework for the future business operations, protecting the interests and rights of all parties involved. The Houston, Texas Preincorporation Agreement typically covers various aspects including: 1. Company Details: This section includes information about the proposed company, such as the name, purpose, principal place of business, and duration of the corporation. 2. Incorporates and Promoters: This agreement defines the roles and responsibilities of each incorporated and promoter involved in the formation of the corporation. It also establishes their respective rights and obligations. 3. Shares and Capitalization: This section addresses the authorized capital stock of the corporation, the par value of shares, and the number of shares to be issued to each incorporated and promoter. It may also outline the requirements for additional capital contributions, if any. 4. Management and Decision-making: This agreement outlines the governance structure of the corporation, including the appointment of directors, their powers, and the decision-making process. It may also cover the appointment of officers and their roles. 5. Intellectual Property and Conflicts of Interest: This section deals with the protection and ownership of intellectual property, including patents, trademarks, and copyrights. It may also address potential conflicts of interest and provide guidelines for their resolution. 6. Confidentiality and Non-Disclosure: The agreement may include provisions related to the protection of confidential information and trade secrets. It ensures that all parties involved maintain strict confidentiality and refrain from disclosing sensitive information. 7. Termination and Dissolution: This section outlines the circumstances under which the agreement can be terminated and the process for dissolving the corporation. It may cover events such as bankruptcy, breach of contract, or mutual agreement. Different types or variations of Houston, Texas Preincorporation Agreement between Incorporates and Promoters can exist, depending on the specific requirements of the parties involved. Some variations may include specific clauses related to industry-specific regulations, unique corporate structures, or additional provisions addressing the needs of the incorporates and promoters. To ensure the agreement is valid and enforceable, it is recommended to seek the assistance of a qualified attorney who is well-versed in corporate law in Houston, Texas. An attorney can help customize the agreement according to the unique circumstances of the parties involved and ensure compliance with state laws and regulations.Houston, Texas Preincorporation Agreement between Incorporates and Promoters is a legally binding document that outlines the terms and conditions agreed upon by the parties involved before incorporating a company in Houston, Texas. This agreement establishes a solid foundation and sets the framework for the future business operations, protecting the interests and rights of all parties involved. The Houston, Texas Preincorporation Agreement typically covers various aspects including: 1. Company Details: This section includes information about the proposed company, such as the name, purpose, principal place of business, and duration of the corporation. 2. Incorporates and Promoters: This agreement defines the roles and responsibilities of each incorporated and promoter involved in the formation of the corporation. It also establishes their respective rights and obligations. 3. Shares and Capitalization: This section addresses the authorized capital stock of the corporation, the par value of shares, and the number of shares to be issued to each incorporated and promoter. It may also outline the requirements for additional capital contributions, if any. 4. Management and Decision-making: This agreement outlines the governance structure of the corporation, including the appointment of directors, their powers, and the decision-making process. It may also cover the appointment of officers and their roles. 5. Intellectual Property and Conflicts of Interest: This section deals with the protection and ownership of intellectual property, including patents, trademarks, and copyrights. It may also address potential conflicts of interest and provide guidelines for their resolution. 6. Confidentiality and Non-Disclosure: The agreement may include provisions related to the protection of confidential information and trade secrets. It ensures that all parties involved maintain strict confidentiality and refrain from disclosing sensitive information. 7. Termination and Dissolution: This section outlines the circumstances under which the agreement can be terminated and the process for dissolving the corporation. It may cover events such as bankruptcy, breach of contract, or mutual agreement. Different types or variations of Houston, Texas Preincorporation Agreement between Incorporates and Promoters can exist, depending on the specific requirements of the parties involved. Some variations may include specific clauses related to industry-specific regulations, unique corporate structures, or additional provisions addressing the needs of the incorporates and promoters. To ensure the agreement is valid and enforceable, it is recommended to seek the assistance of a qualified attorney who is well-versed in corporate law in Houston, Texas. An attorney can help customize the agreement according to the unique circumstances of the parties involved and ensure compliance with state laws and regulations.
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.
