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.
The King Washington Preincorporation Agreement between Incorporates and Promoters is a legal agreement that outlines the terms and conditions agreed upon by the individuals involved in the process of forming a corporation. This agreement sets the groundwork for the creation of the company and establishes the roles and responsibilities of the incorporates and promoters. The agreement includes various provisions that cover essential aspects such as the purpose of the corporation, how it will be financed, the distribution of shares among the incorporates, and the division of profits and losses. It also includes clauses related to the governance and management structure of the corporation, including the appointment of directors and officers. Additionally, the King Washington Preincorporation Agreement often includes provisions pertaining to the transfer of shares, restrictions on the sale of shares, and conditions for the termination or dissolution of the corporation. It may also address intellectual property rights, confidentiality, and non-competition agreements. There may be different types of King Washington Preincorporation Agreements between Incorporates and Promoters, each tailored to specific circumstances: 1. Standard Preincorporation Agreement: This is a general agreement that covers the basic terms and conditions of forming a corporation, such as the purpose, capital structure, and management. 2. Venture Capital Preincorporation Agreement: This type of agreement is specifically designed for startups seeking venture capital funding. It includes provisions related to investment terms, exit strategies, and the rights and obligations of the venture capitalists. 3. Joint Venture Preincorporation Agreement: In cases where multiple parties come together to form a corporation for a specific project or venture, a joint venture preincorporation agreement is used. This agreement outlines the contributions, profit sharing, and decision-making processes of the parties involved. 4. Non-Disclosure and Non-Competition Preincorporation Agreement: This agreement is employed when the incorporates and promoters need to protect sensitive information and prevent competition before the corporation is formed. It includes provisions restricting the parties from disclosing confidential information or engaging in activities that may compete with the proposed corporation. In conclusion, the King Washington Preincorporation Agreement between Incorporates and Promoters plays a vital role in establishing a corporation and ensures that all parties involved are aware of their rights, obligations, and the overall structure of the entity they are creating. The various types of agreements listed cater to specific circumstances and requirements, allowing for flexibility and customization.The King Washington Preincorporation Agreement between Incorporates and Promoters is a legal agreement that outlines the terms and conditions agreed upon by the individuals involved in the process of forming a corporation. This agreement sets the groundwork for the creation of the company and establishes the roles and responsibilities of the incorporates and promoters. The agreement includes various provisions that cover essential aspects such as the purpose of the corporation, how it will be financed, the distribution of shares among the incorporates, and the division of profits and losses. It also includes clauses related to the governance and management structure of the corporation, including the appointment of directors and officers. Additionally, the King Washington Preincorporation Agreement often includes provisions pertaining to the transfer of shares, restrictions on the sale of shares, and conditions for the termination or dissolution of the corporation. It may also address intellectual property rights, confidentiality, and non-competition agreements. There may be different types of King Washington Preincorporation Agreements between Incorporates and Promoters, each tailored to specific circumstances: 1. Standard Preincorporation Agreement: This is a general agreement that covers the basic terms and conditions of forming a corporation, such as the purpose, capital structure, and management. 2. Venture Capital Preincorporation Agreement: This type of agreement is specifically designed for startups seeking venture capital funding. It includes provisions related to investment terms, exit strategies, and the rights and obligations of the venture capitalists. 3. Joint Venture Preincorporation Agreement: In cases where multiple parties come together to form a corporation for a specific project or venture, a joint venture preincorporation agreement is used. This agreement outlines the contributions, profit sharing, and decision-making processes of the parties involved. 4. Non-Disclosure and Non-Competition Preincorporation Agreement: This agreement is employed when the incorporates and promoters need to protect sensitive information and prevent competition before the corporation is formed. It includes provisions restricting the parties from disclosing confidential information or engaging in activities that may compete with the proposed corporation. In conclusion, the King Washington Preincorporation Agreement between Incorporates and Promoters plays a vital role in establishing a corporation and ensures that all parties involved are aware of their rights, obligations, and the overall structure of the entity they are creating. The various types of agreements listed cater to specific circumstances and requirements, allowing for flexibility and customization.
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.
