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.
The Ohio Preincorporation Agreement between Incorporates and Promoters is a legal document that outlines the terms and conditions agreed upon by the individuals involved in the formation of a business entity in Ohio. This agreement serves as a foundation for the future corporation and covers various important aspects of the incorporation process. One key element addressed in the Ohio Preincorporation Agreement is the identification of the incorporates and promoters. Incorporates are the individuals who are initiating the incorporation process and are responsible for filing the necessary documents with the Ohio Secretary of State. Promoters, on the other hand, are individuals who assist in organizing and promoting the business venture before its formal incorporation. The agreement specifies the roles and responsibilities of both incorporates and promoters, including their obligations towards the company and each other. It also defines their respective contributions to the business, which can be in the form of capital, property, services, or other assets. Another aspect covered in the Ohio Preincorporation Agreement is the allocation of shares or ownership rights among the incorporates and promoters. This includes determining the percentage of ownership each individual will hold in the newly formed corporation, as well as any conditions or restrictions associated with the shares. Furthermore, the agreement may include provisions related to the management and operation of the company prior to its incorporation. This can encompass issues such as decision-making processes, voting rights, financial matters, and the appointment of key officers or directors. It is important to note that there are various types of Ohio Preincorporation Agreements between Incorporates and Promoters, each tailored to specific business needs or circumstances. Some common types include: 1. Basic Preincorporation Agreement: This is a standard agreement that covers the basic provisions and responsibilities of the incorporates and promoters. It outlines the essential terms and conditions required for the incorporation process. 2. Capital Contribution Preincorporation Agreement: This type of agreement focuses on the capital contributions made by the incorporates and promoters. It specifies the amount of capital each individual will contribute, as well as any conditions or expectations associated with these contributions. 3. Management Preincorporation Agreement: This agreement primarily addresses the management and decision-making structure of the company before its incorporation. It outlines the roles and responsibilities of each individual involved, as well as the processes for making key business decisions. In conclusion, the Ohio Preincorporation Agreement between Incorporates and Promoters is a vital document that outlines the terms and conditions of the incorporation process. It covers aspects such as the roles and responsibilities of incorporates and promoters, capital contributions, ownership allocation, and management provisions. Different types of agreements may exist, each addressing specific aspects of the business formation process.The Ohio Preincorporation Agreement between Incorporates and Promoters is a legal document that outlines the terms and conditions agreed upon by the individuals involved in the formation of a business entity in Ohio. This agreement serves as a foundation for the future corporation and covers various important aspects of the incorporation process. One key element addressed in the Ohio Preincorporation Agreement is the identification of the incorporates and promoters. Incorporates are the individuals who are initiating the incorporation process and are responsible for filing the necessary documents with the Ohio Secretary of State. Promoters, on the other hand, are individuals who assist in organizing and promoting the business venture before its formal incorporation. The agreement specifies the roles and responsibilities of both incorporates and promoters, including their obligations towards the company and each other. It also defines their respective contributions to the business, which can be in the form of capital, property, services, or other assets. Another aspect covered in the Ohio Preincorporation Agreement is the allocation of shares or ownership rights among the incorporates and promoters. This includes determining the percentage of ownership each individual will hold in the newly formed corporation, as well as any conditions or restrictions associated with the shares. Furthermore, the agreement may include provisions related to the management and operation of the company prior to its incorporation. This can encompass issues such as decision-making processes, voting rights, financial matters, and the appointment of key officers or directors. It is important to note that there are various types of Ohio Preincorporation Agreements between Incorporates and Promoters, each tailored to specific business needs or circumstances. Some common types include: 1. Basic Preincorporation Agreement: This is a standard agreement that covers the basic provisions and responsibilities of the incorporates and promoters. It outlines the essential terms and conditions required for the incorporation process. 2. Capital Contribution Preincorporation Agreement: This type of agreement focuses on the capital contributions made by the incorporates and promoters. It specifies the amount of capital each individual will contribute, as well as any conditions or expectations associated with these contributions. 3. Management Preincorporation Agreement: This agreement primarily addresses the management and decision-making structure of the company before its incorporation. It outlines the roles and responsibilities of each individual involved, as well as the processes for making key business decisions. In conclusion, the Ohio Preincorporation Agreement between Incorporates and Promoters is a vital document that outlines the terms and conditions of the incorporation process. It covers aspects such as the roles and responsibilities of incorporates and promoters, capital contributions, ownership allocation, and management provisions. Different types of agreements may exist, each addressing specific aspects of the business formation process.
