Texas Pre-Incorporation Agreement, Shareholders Agreement and Confidentiality Agreement

State:
Texas
Control #:
TX-00INCA
Format:
Word; 
Rich Text
Instant download

Description

This package of forms contains a pre-incorporation agreement for the formers of a corporation to sign agreeing on how the corporate will be operated, who will be elected as officers and directors, salaries and many other corporate matters.


The Shareholders Agreement is signed by the shareholders to agree on how the shares of a deceased shareholder may be purchased and how shares of a person who desires to sell their stock may be obtained by the other shareholders or the corporation. Restrictions on the Sale of stock are included to accomplish the goals of the shareholders to keep the corporation under the control of the existing shareholders.


The Confidentiality Agreement is made between the shareholders wherein they agree to keep confidential certain corporate matters.

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How to fill out Texas Pre-Incorporation Agreement, Shareholders Agreement And Confidentiality Agreement?

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FAQ

There is no legal requirement for a limited company to have a Shareholders Agreement, but I strongly recommend every limited company to have one, even if it is just you and your spouse (and perhaps more so!) A Shareholders Agreement governs and regulates the relationship between shareholders.

Each shareholder must sign the Shareholders' Agreement.If there was ever a conflict in the future concerning the Agreement and you suspect that one or more shareholders may deny ever having seen or signed the Shareholder Agreement then maybe all signatures should be notarized.

Introduction. Why have a Shareholders' Agreement? Identify the interests of the Shareholders. Identify Shareholder Value. Identify who will make decisions - Shareholders or Directors? Decide how the voting power of Shareholders should add up. Decide on the issues that the Shareholders' Agreement should cover.

What is a shareholders' agreement? A shareholders' agreement is an agreement entered into between all or some of the shareholders in a company. It regulates the relationship between the shareholders, the management of the company, ownership of the shares and the protection of the shareholders.

Is a shareholders agreement legally binding? Once a shareholders agreement has been signed it should be legally binding, provided that it complies with the usual 4 aspects of a contract: offer, acceptance, consideration and an intention to create legal relations.

This is because a shareholders agreement is a contract between the shareholders and as such any action taken in breach of it may lead to a right to claim damages, but will usually not affect the legal validity of the act complained of.

Common problem areas include the following: Directors -v- members. Transfer of shares. Approving a change in business direction. Managing changes in the roles shareholders play. Injection of debt. Competition. Exit.

An agreement can provide for many eventualities including the financing of the company, the management of the company, the dividend policy, the procedure to be followed on a transfer of shares, deadlock situations and valuation of the shares. What different types of shareholders' agreements are there?

Normally an agreement can only be changed by unanimous agreement among the shareholders or partners. A deed of variation, or an entirely new agreement, will need to be drawn up and signed by all the shareholders or partners.

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Texas Pre-Incorporation Agreement, Shareholders Agreement and Confidentiality Agreement