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Ohio Pre-Incorporation Agreement, Shareholders Agreement and Confidentiality Agreement

Category:
Corporations - Pre-incorporation
State:
Ohio
Control #:
OH-00INCA
Format:
Word; 
Rich Text
Instant download
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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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FAQ

(c) By accepting the benefits from the contract, either expressly or impliedly. And hence, the pre-incorporation contract becomes legally enforceable against the company.

Section 15(h) of The Specific Relief Act,1963 specifies that, where the pre-incorporated contracts are entered into by promoters for the purpose of the company and subject to terms of incorporation of the company, the company may ask for specific performance from the third party.

However, during the pre-incorporation stage the company on whose behalf the Promoter is entering into an agreement, does not exist. Hence, a company cannot enter into a contract before its existence.In the present case, the principal i.e. the company does not exist, thus she cannot bind the company by an agreement.

Get it in writing. Keep it simple. Deal with the right person. Identify each party correctly. Spell out all of the details. Specify payment obligations. Agree on circumstances that terminate the contract. Agree on a way to resolve disputes.

Drafting a contract. Provide details of the parties. Describe services or results. Set out payment details. Assign intellectual property rights. Explain how to treat confidential information. Identify who is liable indemnity. Provide insurance obligations.

The Court held that the promoters are personally liable for the pre-incorporation contracts. In Weavers Mills Ltd. v. Balkies Ammal AIR 1969 Mad 462 case, promoters had agreed to purchase some properties for and on behalf of the company to be promoted.

The Companies Act 71 of 2008, defines a pre-incorporation contract as being one that is 'entered into before the incorporation of the company by a person who purports to act in the name of or on behalf of the company with the intention that the company will be incorporated and thereafter be bound by the agreement. '

(c) By accepting the benefits from the contract, either expressly or impliedly. And hence, the pre-incorporation contract becomes legally enforceable against the company.

Ratification of the pre-incorporated contracts The promoters can follow either of the methods stated below for such acceptance or ratification: Accept the contracts by passing a contract acceptance resolution and the action of promoter for incorporating the company and related matters.

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Ohio Pre-Incorporation Agreement, Shareholders Agreement and Confidentiality Agreement
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