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.
Salt Lake Utah Preincorporation Agreement between Incorporates and Promoters is a legal document that outlines the terms and conditions between individuals or entities involved in forming a corporation in Salt Lake City, Utah. This agreement serves to establish the roles, responsibilities, and rights of the incorporates and promoters before the corporation is officially incorporated. The Salt Lake Utah Preincorporation Agreement between Incorporates and Promoters may include the following key provisions: 1. Identification of Parties: The agreement should clearly identify the incorporates and promoters involved in the corporation's formation, including their full legal names and contact information. 2. Purpose of the Agreement: This section outlines the purpose of the agreement, which is to establish the framework for the incorporation process and define the rights and obligations of all parties involved. 3. Description of Proposed Corporation: The agreement should provide a detailed description of the proposed corporation, including its intended name, business purpose, and any specific industry it will operate within. 4. Roles and Responsibilities: The agreement will define the roles and responsibilities of each incorporated and promoter involved in the corporation's formation. This may include tasks such as drafting and filing the Articles of Incorporation, securing necessary permits and licenses, and organizing initial meetings. 5. Capital Contributions: If any capital contributions are required from the incorporates or promoters, this section will outline the amount, timing, and nature of these contributions. 6. Intellectual Property: Any intellectual property (such as trademarks, patents, or copyrights) owned or to be developed by the corporation should be addressed in this section, including who is responsible for protecting and transferring these assets. 7. Confidentiality and Non-Disclosure: The agreement may contain provisions to protect confidential information shared among the parties during the preincorporation phase, restricting its disclosure to third parties. 8. Non-Competition: To prevent conflicts of interest, the agreement may include non-competition clauses prohibiting the incorporates and promoters from engaging in similar business activities or competing with the proposed corporation. 9. Indemnification and Liability: This section establishes the extent to which the incorporates and promoters will be held liable for any losses, damages, or legal claims arising during the preincorporation period. 10. Dispute Resolution: The agreement should include a dispute resolution mechanism, whether it is through mediation, arbitration, or litigation, to address any conflicts that may arise between the parties. While there may not be different types of Salt Lake Utah Preincorporation Agreement between Incorporates and Promoters, the content and specific provisions may vary depending on the needs and preferences of the parties involved. It is advisable for all parties to seek legal advice or consult an attorney when drafting or entering into this type of agreement.Salt Lake Utah Preincorporation Agreement between Incorporates and Promoters is a legal document that outlines the terms and conditions between individuals or entities involved in forming a corporation in Salt Lake City, Utah. This agreement serves to establish the roles, responsibilities, and rights of the incorporates and promoters before the corporation is officially incorporated. The Salt Lake Utah Preincorporation Agreement between Incorporates and Promoters may include the following key provisions: 1. Identification of Parties: The agreement should clearly identify the incorporates and promoters involved in the corporation's formation, including their full legal names and contact information. 2. Purpose of the Agreement: This section outlines the purpose of the agreement, which is to establish the framework for the incorporation process and define the rights and obligations of all parties involved. 3. Description of Proposed Corporation: The agreement should provide a detailed description of the proposed corporation, including its intended name, business purpose, and any specific industry it will operate within. 4. Roles and Responsibilities: The agreement will define the roles and responsibilities of each incorporated and promoter involved in the corporation's formation. This may include tasks such as drafting and filing the Articles of Incorporation, securing necessary permits and licenses, and organizing initial meetings. 5. Capital Contributions: If any capital contributions are required from the incorporates or promoters, this section will outline the amount, timing, and nature of these contributions. 6. Intellectual Property: Any intellectual property (such as trademarks, patents, or copyrights) owned or to be developed by the corporation should be addressed in this section, including who is responsible for protecting and transferring these assets. 7. Confidentiality and Non-Disclosure: The agreement may contain provisions to protect confidential information shared among the parties during the preincorporation phase, restricting its disclosure to third parties. 8. Non-Competition: To prevent conflicts of interest, the agreement may include non-competition clauses prohibiting the incorporates and promoters from engaging in similar business activities or competing with the proposed corporation. 9. Indemnification and Liability: This section establishes the extent to which the incorporates and promoters will be held liable for any losses, damages, or legal claims arising during the preincorporation period. 10. Dispute Resolution: The agreement should include a dispute resolution mechanism, whether it is through mediation, arbitration, or litigation, to address any conflicts that may arise between the parties. While there may not be different types of Salt Lake Utah Preincorporation Agreement between Incorporates and Promoters, the content and specific provisions may vary depending on the needs and preferences of the parties involved. It is advisable for all parties to seek legal advice or consult an attorney when drafting or entering into this type of agreement.
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.
