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.
A San Bernardino California Preincorporation Agreement between Incorporates and Promoters is a legally binding document that outlines the agreed upon terms and conditions between individuals or entities involved in the formation of a corporation in the city of San Bernardino, California. This agreement acts as a precursor to the formal incorporation process and governs the initial relationship and responsibilities of the incorporates and promoters. It ensures transparency, clarity, and protection for both parties involved. Key components covered in the San Bernardino California Preincorporation Agreement include: 1. Incorporated Details: The agreement identifies the individuals or entities acting as incorporates responsible for initiating the formation of the corporation in San Bernardino, California. It includes their names, addresses, and contact information. 2. Promoter Obligations: The agreement highlights the specific roles and responsibilities of the promoters, who are usually involved in the preliminary activities for incorporating the business. This could include securing financing, forming initial partnerships, or developing the business plan. 3. Corporate Name and Purpose: The agreement specifies the desired name of the corporation being formed and outlines its intended purpose or activities in San Bernardino, California. 4. Capital Structure: This section establishes the capital structure of the corporation, including the authorized capital stock, par value of shares, and any restrictions or conditions related to ownership or transfer of shares. 5. Intellectual Property: If the corporation will be utilizing any intellectual property, such as patents, trademarks, or copyrights, this section outlines the rights, ownership, and usage terms related to such intellectual property. 6. Incorporation Process: The agreement outlines the steps involved in the formal incorporation process, including the filing of necessary documents with the appropriate state authorities, such as the California Secretary of State or San Bernardino County Clerk. 7. Compensation: The agreement may cover the compensation structure for promoters and incorporates, including any equity grants, cash payments, or other benefits for their services rendered during the preincorporation phase. Types of San Bernardino California Preincorporation Agreements between Incorporates and Promoters may include: 1. Standard Agreement: This is the most common type of preincorporation agreement and includes the essential provisions discussed earlier. 2. Customized Agreement: In certain cases, the parties involved may have unique requirements or conditions specific to their incorporation, and a customized agreement is drafted to address those specific needs. 3. Multi-Party Agreement: When multiple promoters or incorporates are collaborating to form a corporation in San Bernardino, a multi-party agreement is used to ensure that all parties are in agreement and have a clear understanding of their roles and responsibilities. In conclusion, a San Bernardino California Preincorporation Agreement between Incorporates and Promoters is a vital document that sets the foundation for the successful incorporation of a corporation in San Bernardino, California. It protects the interests of all parties involved and clarifies their obligations and expectations.A San Bernardino California Preincorporation Agreement between Incorporates and Promoters is a legally binding document that outlines the agreed upon terms and conditions between individuals or entities involved in the formation of a corporation in the city of San Bernardino, California. This agreement acts as a precursor to the formal incorporation process and governs the initial relationship and responsibilities of the incorporates and promoters. It ensures transparency, clarity, and protection for both parties involved. Key components covered in the San Bernardino California Preincorporation Agreement include: 1. Incorporated Details: The agreement identifies the individuals or entities acting as incorporates responsible for initiating the formation of the corporation in San Bernardino, California. It includes their names, addresses, and contact information. 2. Promoter Obligations: The agreement highlights the specific roles and responsibilities of the promoters, who are usually involved in the preliminary activities for incorporating the business. This could include securing financing, forming initial partnerships, or developing the business plan. 3. Corporate Name and Purpose: The agreement specifies the desired name of the corporation being formed and outlines its intended purpose or activities in San Bernardino, California. 4. Capital Structure: This section establishes the capital structure of the corporation, including the authorized capital stock, par value of shares, and any restrictions or conditions related to ownership or transfer of shares. 5. Intellectual Property: If the corporation will be utilizing any intellectual property, such as patents, trademarks, or copyrights, this section outlines the rights, ownership, and usage terms related to such intellectual property. 6. Incorporation Process: The agreement outlines the steps involved in the formal incorporation process, including the filing of necessary documents with the appropriate state authorities, such as the California Secretary of State or San Bernardino County Clerk. 7. Compensation: The agreement may cover the compensation structure for promoters and incorporates, including any equity grants, cash payments, or other benefits for their services rendered during the preincorporation phase. Types of San Bernardino California Preincorporation Agreements between Incorporates and Promoters may include: 1. Standard Agreement: This is the most common type of preincorporation agreement and includes the essential provisions discussed earlier. 2. Customized Agreement: In certain cases, the parties involved may have unique requirements or conditions specific to their incorporation, and a customized agreement is drafted to address those specific needs. 3. Multi-Party Agreement: When multiple promoters or incorporates are collaborating to form a corporation in San Bernardino, a multi-party agreement is used to ensure that all parties are in agreement and have a clear understanding of their roles and responsibilities. In conclusion, a San Bernardino California Preincorporation Agreement between Incorporates and Promoters is a vital document that sets the foundation for the successful incorporation of a corporation in San Bernardino, California. It protects the interests of all parties involved and clarifies their obligations and expectations.
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.
