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 San Antonio Texas Preincorporation Agreement between Incorporates and Promoters is a legally binding contract that outlines the terms and conditions agreed upon by individuals or entities involved in the formation of a corporation in the city of San Antonio, Texas. This agreement serves as a blueprint for the upcoming corporation's establishment, ensuring a smooth and well-organized process. Keywords: San Antonio Texas, Preincorporation Agreement, Incorporates, Promoters, corporation, terms and conditions, legally binding, formation, establishment. The agreement typically includes the following key components: 1. Parties: Clearly identifies the incorporates and promoters involved in the agreement, stating their full legal names and contact information. 2. Purpose: Outlines the primary objective of the corporation being formed, clarifying the nature of its business activities or industries it will operate in. 3. Shareholder Equity: Specifies the initial contributions and ownership interests of each incorporated and promoter in the corporation, including the allocation of shares and their associated rights and responsibilities. 4. Capital and Finances: Addresses the initial capital investment required from each party, potential funding sources, and considerations regarding the corporation's financial management and decision-making processes. 5. Management and Board of Directors: Establishes the structure and responsibilities of the corporation's management team, including the appointment of officers, directors, and the definition of their roles. 6. Intellectual Property: Addresses the treatment of any intellectual property owned or developed by the incorporates and promoters discussed in the agreement, ensuring proper protection, licensing, and potential transfer to the corporation. 7. Confidentiality and Non-Disclosure: Ensures the confidentiality of sensitive information shared between the parties during the preincorporation phase, protecting trade secrets, business plans, and other proprietary data. 8. Termination or Amendments: Includes provisions outlining the conditions under which the agreement can be terminated or amended, ensuring flexibility in the evolving circumstances of the corporation's establishment process. Types of San Antonio Texas Preincorporation Agreement between Incorporates and Promoters: 1. Standard Agreement: The most common form of the agreement used for the establishment of a corporation, covering the essential terms and conditions discussed above. 2. Industry-specific Agreement: This type of agreement focuses on the unique requirements and regulations of a particular industry or sector in which the corporation will operate. It may include additional clauses or provisions specific to that industry, complying with relevant laws and regulations. 3. Sole Proprietorship Conversion Agreement: In cases where a sole proprietor seeks to convert their business into a corporation, a specialized version of the preincorporation agreement is used. It addresses the transfer of ownership, assets, and liabilities from the sole proprietorship to the newly formed corporation. Note: The aforementioned types are not exclusive. Depending on the specific circumstances and needs of the parties involved, additional variations or customized versions of the preincorporation agreement may exist.The San Antonio Texas Preincorporation Agreement between Incorporates and Promoters is a legally binding contract that outlines the terms and conditions agreed upon by individuals or entities involved in the formation of a corporation in the city of San Antonio, Texas. This agreement serves as a blueprint for the upcoming corporation's establishment, ensuring a smooth and well-organized process. Keywords: San Antonio Texas, Preincorporation Agreement, Incorporates, Promoters, corporation, terms and conditions, legally binding, formation, establishment. The agreement typically includes the following key components: 1. Parties: Clearly identifies the incorporates and promoters involved in the agreement, stating their full legal names and contact information. 2. Purpose: Outlines the primary objective of the corporation being formed, clarifying the nature of its business activities or industries it will operate in. 3. Shareholder Equity: Specifies the initial contributions and ownership interests of each incorporated and promoter in the corporation, including the allocation of shares and their associated rights and responsibilities. 4. Capital and Finances: Addresses the initial capital investment required from each party, potential funding sources, and considerations regarding the corporation's financial management and decision-making processes. 5. Management and Board of Directors: Establishes the structure and responsibilities of the corporation's management team, including the appointment of officers, directors, and the definition of their roles. 6. Intellectual Property: Addresses the treatment of any intellectual property owned or developed by the incorporates and promoters discussed in the agreement, ensuring proper protection, licensing, and potential transfer to the corporation. 7. Confidentiality and Non-Disclosure: Ensures the confidentiality of sensitive information shared between the parties during the preincorporation phase, protecting trade secrets, business plans, and other proprietary data. 8. Termination or Amendments: Includes provisions outlining the conditions under which the agreement can be terminated or amended, ensuring flexibility in the evolving circumstances of the corporation's establishment process. Types of San Antonio Texas Preincorporation Agreement between Incorporates and Promoters: 1. Standard Agreement: The most common form of the agreement used for the establishment of a corporation, covering the essential terms and conditions discussed above. 2. Industry-specific Agreement: This type of agreement focuses on the unique requirements and regulations of a particular industry or sector in which the corporation will operate. It may include additional clauses or provisions specific to that industry, complying with relevant laws and regulations. 3. Sole Proprietorship Conversion Agreement: In cases where a sole proprietor seeks to convert their business into a corporation, a specialized version of the preincorporation agreement is used. It addresses the transfer of ownership, assets, and liabilities from the sole proprietorship to the newly formed corporation. Note: The aforementioned types are not exclusive. Depending on the specific circumstances and needs of the parties involved, additional variations or customized versions of the preincorporation agreement may exist.
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.
