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 North Carolina Preincorporation Agreement between Incorporates and Promoters is a legal document that outlines the terms and conditions agreed upon by individuals involved in starting a corporation in the state of North Carolina. This agreement determines the responsibilities, rights, and obligations of both the incorporates and the promoters during the preincorporation phase. Keywords: North Carolina, Preincorporation Agreement, Incorporates, Promoters, legal document, corporation, responsibilities, rights, obligations, preincorporation phase. There are different types of North Carolina Preincorporation Agreements between Incorporates and Promoters, including: 1. Standard Preincorporation Agreement: This is the most common type of agreement used when establishing a corporation in North Carolina. It covers the general terms and conditions related to the preincorporation phase, such as the roles and responsibilities of both the incorporates and promoters, the initial capital contributions, and the distribution of profits and losses. 2. Financial Preincorporation Agreement: This type of agreement focuses on the financial aspects of starting a corporation. It includes provisions related to fundraising, capital investment, loans, and financial obligations of the promoters and incorporates. It may also outline how the funds raised will be utilized for the establishment of the corporation. 3. Intellectual Property Preincorporation Agreement: In cases where the corporation's success heavily relies on intellectual property, this type of agreement is executed. It includes provisions related to the transfer of intellectual property rights from the promoters to the corporation, any licensing agreements, royalties, and ownership rights. 4. Non-Disclosure and Non-Compete Preincorporation Agreement: This agreement ensures confidentiality and restricts the promoters from disclosing any sensitive or proprietary information regarding the corporation's formation. It also prevents them from engaging in any competitive activities that may harm the corporation's interests during the preincorporation phase. 5. Equity Preincorporation Agreement: If the corporation plans to allocate equity among the promoters or incorporates any outside investors during the preincorporation phase, this type of agreement is utilized. It outlines the percentage of equity allotted to each promoter or investor, any vesting schedules, and related rights and restrictions. It is important for the incorporates and promoters to understand the specific type of agreement they are entering into, as it helps to establish clarity and mitigate potential conflicts during the preincorporation phase of the corporation. Furthermore, it is advisable to consult with legal professionals familiar with North Carolina's corporate laws to ensure that the agreement complies with all relevant regulations and adequately protects the interests of all parties involved.A North Carolina Preincorporation Agreement between Incorporates and Promoters is a legal document that outlines the terms and conditions agreed upon by individuals involved in starting a corporation in the state of North Carolina. This agreement determines the responsibilities, rights, and obligations of both the incorporates and the promoters during the preincorporation phase. Keywords: North Carolina, Preincorporation Agreement, Incorporates, Promoters, legal document, corporation, responsibilities, rights, obligations, preincorporation phase. There are different types of North Carolina Preincorporation Agreements between Incorporates and Promoters, including: 1. Standard Preincorporation Agreement: This is the most common type of agreement used when establishing a corporation in North Carolina. It covers the general terms and conditions related to the preincorporation phase, such as the roles and responsibilities of both the incorporates and promoters, the initial capital contributions, and the distribution of profits and losses. 2. Financial Preincorporation Agreement: This type of agreement focuses on the financial aspects of starting a corporation. It includes provisions related to fundraising, capital investment, loans, and financial obligations of the promoters and incorporates. It may also outline how the funds raised will be utilized for the establishment of the corporation. 3. Intellectual Property Preincorporation Agreement: In cases where the corporation's success heavily relies on intellectual property, this type of agreement is executed. It includes provisions related to the transfer of intellectual property rights from the promoters to the corporation, any licensing agreements, royalties, and ownership rights. 4. Non-Disclosure and Non-Compete Preincorporation Agreement: This agreement ensures confidentiality and restricts the promoters from disclosing any sensitive or proprietary information regarding the corporation's formation. It also prevents them from engaging in any competitive activities that may harm the corporation's interests during the preincorporation phase. 5. Equity Preincorporation Agreement: If the corporation plans to allocate equity among the promoters or incorporates any outside investors during the preincorporation phase, this type of agreement is utilized. It outlines the percentage of equity allotted to each promoter or investor, any vesting schedules, and related rights and restrictions. It is important for the incorporates and promoters to understand the specific type of agreement they are entering into, as it helps to establish clarity and mitigate potential conflicts during the preincorporation phase of the corporation. Furthermore, it is advisable to consult with legal professionals familiar with North Carolina's corporate laws to ensure that the agreement complies with all relevant regulations and adequately protects the interests of all parties involved.
