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 Travis Texas Preincorporation Agreement between Incorporates and Promoters is a legal document that sets forth the terms and conditions agreed upon by the incorporates and promoters of a company before its official incorporation in Travis County, Texas. This agreement outlines the preliminary arrangement and responsibilities of all parties involved in the process of forming a corporation. The purpose of a Travis Texas Preincorporation Agreement is to establish clear guidelines for incorporating a company and to protect the rights and liabilities of the incorporates and promoters. It is crucial for the involved parties to carefully draft this agreement to ensure a smooth transition into the incorporation process. Key elements that may be included in a Travis Texas Preincorporation Agreement between Incorporates and Promoters are: 1. Identification of the Parties: The agreement should clearly state the names and addresses of the incorporates and promoters involved in the formation of the corporation. 2. Purpose of Incorporation: The agreement should define the purpose and objectives of incorporating the company, specifying the nature of the business or activities it intends to engage in. This provides a basis for the company's future operations. 3. Capital Contribution: The agreement should outline the details of each incorporated's capital contribution, which may include cash, assets, or services provided to the company. 4. Roles and Responsibilities: The agreement should specify the responsibilities, duties, and roles of each incorporated and promoter during the preincorporation phase. This helps establish the expectations and division of labor among the parties. 5. Ownership and Equity Distribution: The agreement should detail the ownership percentages and equity distributions among the incorporates. This clarifies the initial ownership structure of the company. 6. Confidentiality and Non-Disclosure: It is common for the agreement to include provisions that ensure confidentiality and non-disclosure of sensitive information shared between the incorporates and promoters during the preincorporation phase. 7. Term and Termination: The agreement may determine the duration of the preincorporation phase and establish conditions for its termination. This provides clarity on when the agreement becomes null and void, or when it may be extended. While there may not be distinct types of Travis Texas Preincorporation Agreement between Incorporates and Promoters, the content and specific provisions within the agreement can vary depending on the unique circumstances and requirements of the parties involved. It is advisable to consult with an attorney or legal expert to tailor the agreement to the specific needs of the incorporates and promoters, ensuring compliance with applicable laws and regulations.A Travis Texas Preincorporation Agreement between Incorporates and Promoters is a legal document that sets forth the terms and conditions agreed upon by the incorporates and promoters of a company before its official incorporation in Travis County, Texas. This agreement outlines the preliminary arrangement and responsibilities of all parties involved in the process of forming a corporation. The purpose of a Travis Texas Preincorporation Agreement is to establish clear guidelines for incorporating a company and to protect the rights and liabilities of the incorporates and promoters. It is crucial for the involved parties to carefully draft this agreement to ensure a smooth transition into the incorporation process. Key elements that may be included in a Travis Texas Preincorporation Agreement between Incorporates and Promoters are: 1. Identification of the Parties: The agreement should clearly state the names and addresses of the incorporates and promoters involved in the formation of the corporation. 2. Purpose of Incorporation: The agreement should define the purpose and objectives of incorporating the company, specifying the nature of the business or activities it intends to engage in. This provides a basis for the company's future operations. 3. Capital Contribution: The agreement should outline the details of each incorporated's capital contribution, which may include cash, assets, or services provided to the company. 4. Roles and Responsibilities: The agreement should specify the responsibilities, duties, and roles of each incorporated and promoter during the preincorporation phase. This helps establish the expectations and division of labor among the parties. 5. Ownership and Equity Distribution: The agreement should detail the ownership percentages and equity distributions among the incorporates. This clarifies the initial ownership structure of the company. 6. Confidentiality and Non-Disclosure: It is common for the agreement to include provisions that ensure confidentiality and non-disclosure of sensitive information shared between the incorporates and promoters during the preincorporation phase. 7. Term and Termination: The agreement may determine the duration of the preincorporation phase and establish conditions for its termination. This provides clarity on when the agreement becomes null and void, or when it may be extended. While there may not be distinct types of Travis Texas Preincorporation Agreement between Incorporates and Promoters, the content and specific provisions within the agreement can vary depending on the unique circumstances and requirements of the parties involved. It is advisable to consult with an attorney or legal expert to tailor the agreement to the specific needs of the incorporates and promoters, ensuring compliance with applicable 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.
