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 Florida Preincorporation Agreement between Incorporates and Promoters is a legal document that outlines the terms and conditions agreed upon by the individuals involved in forming a corporation. This agreement serves as a foundational step in the process of incorporating a business entity in the state of Florida. The main purpose of this agreement is to establish the roles, responsibilities, and rights of the incorporates and promoters involved in the formation of a corporation. It sets the framework for their collaboration and ensures clarity on various aspects related to the formation process. Keywords: Florida, preincorporation agreement, incorporates, promoters, corporation, legal document, roles, responsibilities, rights, business entity, formation process. There can be variations of Florida Preincorporation Agreements between Incorporates and Promoters based on specific requirements or considerations. Some types include: 1. Simple Preincorporation Agreement: This is a basic agreement that outlines the general terms and conditions agreed upon by the incorporates and promoters. It may cover aspects such as the purpose and goals of the corporation, the responsibilities of each party, ownership structure, and initial capital contributions. 2. Detailed Preincorporation Agreement: This type of agreement provides a more comprehensive and detailed description of the parties' obligations and expectations. It may include additional clauses related to intellectual property rights, non-disclosure agreements, dispute resolution mechanisms, and indemnification provisions. 3. Nonprofit Preincorporation Agreement: In the case of nonprofit corporations, a specialized preincorporation agreement may be utilized. It incorporates provisions specific to nonprofit organizations, such as the organization's purpose, tax-exempt status requirements, board composition, and fundraising activities. 4. Professional Corporation Preincorporation Agreement: Professional corporations, such as those formed by licensed professionals like doctors or lawyers, may require a specific preincorporation agreement. This agreement typically includes provisions related to professional licensure compliance, regulations imposed by the respective professional boards, restricted stock ownership, and limitations on liability. 5. Technology Startup Preincorporation Agreement: Startups operating in the technology industry may opt for a specialized preincorporation agreement. This agreement may cover intellectual property assignment, vesting schedules for founders or key employees, equity distribution, and funding commitments from promoters or external investors. In conclusion, a Florida Preincorporation Agreement between Incorporates and Promoters serves as a crucial legal document, providing clarity and structure to the process of forming a corporation in Florida. The specific type of agreement chosen may vary depending on the nature of the business, industry, or legal requirements involved.A Florida Preincorporation Agreement between Incorporates and Promoters is a legal document that outlines the terms and conditions agreed upon by the individuals involved in forming a corporation. This agreement serves as a foundational step in the process of incorporating a business entity in the state of Florida. The main purpose of this agreement is to establish the roles, responsibilities, and rights of the incorporates and promoters involved in the formation of a corporation. It sets the framework for their collaboration and ensures clarity on various aspects related to the formation process. Keywords: Florida, preincorporation agreement, incorporates, promoters, corporation, legal document, roles, responsibilities, rights, business entity, formation process. There can be variations of Florida Preincorporation Agreements between Incorporates and Promoters based on specific requirements or considerations. Some types include: 1. Simple Preincorporation Agreement: This is a basic agreement that outlines the general terms and conditions agreed upon by the incorporates and promoters. It may cover aspects such as the purpose and goals of the corporation, the responsibilities of each party, ownership structure, and initial capital contributions. 2. Detailed Preincorporation Agreement: This type of agreement provides a more comprehensive and detailed description of the parties' obligations and expectations. It may include additional clauses related to intellectual property rights, non-disclosure agreements, dispute resolution mechanisms, and indemnification provisions. 3. Nonprofit Preincorporation Agreement: In the case of nonprofit corporations, a specialized preincorporation agreement may be utilized. It incorporates provisions specific to nonprofit organizations, such as the organization's purpose, tax-exempt status requirements, board composition, and fundraising activities. 4. Professional Corporation Preincorporation Agreement: Professional corporations, such as those formed by licensed professionals like doctors or lawyers, may require a specific preincorporation agreement. This agreement typically includes provisions related to professional licensure compliance, regulations imposed by the respective professional boards, restricted stock ownership, and limitations on liability. 5. Technology Startup Preincorporation Agreement: Startups operating in the technology industry may opt for a specialized preincorporation agreement. This agreement may cover intellectual property assignment, vesting schedules for founders or key employees, equity distribution, and funding commitments from promoters or external investors. In conclusion, a Florida Preincorporation Agreement between Incorporates and Promoters serves as a crucial legal document, providing clarity and structure to the process of forming a corporation in Florida. The specific type of agreement chosen may vary depending on the nature of the business, industry, or legal requirements involved.
