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 Wisconsin Preincorporation Agreement between Incorporates and Promoters is a legal document that outlines the responsibilities, obligations, and rights of individuals involved in the process of incorporating a business in the state of Wisconsin. This agreement serves as a foundation for the relationship between the incorporates and promoters, helping to ensure clarity and transparency in the preincorporation stage. The agreement typically includes relevant keywords such as: 1. Incorporation Process: The agreement outlines the specific steps and procedures of incorporating a business in Wisconsin. This may include the submission of documents to the Wisconsin Department of Financial Institutions, obtaining the necessary permits and licenses, and complying with state laws and regulations. 2. Shareholder Information: The agreement may require the incorporates to provide details about the proposed shareholders, including their names, contact information, and respective ownership percentages in the future corporation. 3. Capital Contributions: It specifies the contributions made by each promoter toward the initial capital required to start the business. This may include cash, property, or other assets, and determines the ownership stake of each promoter in the corporation. 4. Organizational Structure: The agreement determines the structure and hierarchy of the corporation, including the roles and responsibilities of each promoter. It may also outline the process of appointing directors, officers, and other key personnel. 5. Intellectual Property: It may address issues related to intellectual property rights, such as the ownership and protection of trademarks, copyrights, patents, and trade secrets. This ensures that any intellectual property developed during the preincorporation period is adequately safeguarded. 6. Confidentiality and Non-Disclosure: To protect the corporation's sensitive information, the agreement may include provisions regarding the confidentiality and non-disclosure obligations of the parties involved. This helps prevent the unauthorized use or disclosure of business plans, financial data, or trade secrets. 7. Dispute Resolution: In the event of a dispute, the agreement may outline the preferred method of resolution, such as mediation, arbitration, or litigation. This provision helps the parties resolve conflicts efficiently and avoids unnecessary legal battles. While there may not be different types of Wisconsin Preincorporation Agreements between Incorporates and Promoters per se, the content and details of the agreement can vary based on the specific circumstances of each incorporation. Therefore, it is important for the parties involved to carefully tailor the agreement to meet their unique needs, ensuring compliance with relevant Wisconsin laws and regulations.A Wisconsin Preincorporation Agreement between Incorporates and Promoters is a legal document that outlines the responsibilities, obligations, and rights of individuals involved in the process of incorporating a business in the state of Wisconsin. This agreement serves as a foundation for the relationship between the incorporates and promoters, helping to ensure clarity and transparency in the preincorporation stage. The agreement typically includes relevant keywords such as: 1. Incorporation Process: The agreement outlines the specific steps and procedures of incorporating a business in Wisconsin. This may include the submission of documents to the Wisconsin Department of Financial Institutions, obtaining the necessary permits and licenses, and complying with state laws and regulations. 2. Shareholder Information: The agreement may require the incorporates to provide details about the proposed shareholders, including their names, contact information, and respective ownership percentages in the future corporation. 3. Capital Contributions: It specifies the contributions made by each promoter toward the initial capital required to start the business. This may include cash, property, or other assets, and determines the ownership stake of each promoter in the corporation. 4. Organizational Structure: The agreement determines the structure and hierarchy of the corporation, including the roles and responsibilities of each promoter. It may also outline the process of appointing directors, officers, and other key personnel. 5. Intellectual Property: It may address issues related to intellectual property rights, such as the ownership and protection of trademarks, copyrights, patents, and trade secrets. This ensures that any intellectual property developed during the preincorporation period is adequately safeguarded. 6. Confidentiality and Non-Disclosure: To protect the corporation's sensitive information, the agreement may include provisions regarding the confidentiality and non-disclosure obligations of the parties involved. This helps prevent the unauthorized use or disclosure of business plans, financial data, or trade secrets. 7. Dispute Resolution: In the event of a dispute, the agreement may outline the preferred method of resolution, such as mediation, arbitration, or litigation. This provision helps the parties resolve conflicts efficiently and avoids unnecessary legal battles. While there may not be different types of Wisconsin Preincorporation Agreements between Incorporates and Promoters per se, the content and details of the agreement can vary based on the specific circumstances of each incorporation. Therefore, it is important for the parties involved to carefully tailor the agreement to meet their unique needs, ensuring compliance with relevant Wisconsin laws and regulations.
