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 Cook Illinois Preincorporation Agreement between Incorporates and Promoters is a legal document that outlines the terms and conditions for the formation of a corporation in the state of Illinois. This agreement serves as a foundation for the incorporation process and ensures that all parties involved, including the incorporates (individuals initiating the incorporation) and promoters (individuals responsible for organizing and promoting the corporation), are on the same page. This agreement covers various aspects of the incorporation process, including the identification of the incorporates and promoters, their roles and responsibilities, and the specific terms governing their relationships. It also includes provisions relating to the allocation of shares, voting rights, management structure, and decision-making processes within the corporation. To create a Cook Illinois Preincorporation Agreement, the incorporates and promoters must work together to draft a comprehensive agreement that meets all legal requirements. This document will typically include clauses addressing important elements, such as: 1. Purpose and Name: Clearly articulates the intended purpose of the corporation and outlines the name under which it will operate. 2. Capitalization: Outlines the initial capital contributions required from each incorporated and the total authorized capital stock of the corporation. 3. Shares and Stock Ownership: Specifies the number of shares each incorporated will receive and any restrictions on transferring or selling those shares. 4. Governance and Management: Describes how the corporation will be managed and the roles and responsibilities of the incorporates and promoters. This may include information on board composition, officers, and decision-making procedures. 5. Intellectual Property: Addresses the ownership and rights related to any intellectual property or proprietary information contributed by the incorporates or promoters. 6. Indemnification: Establishes the indemnification provisions, protecting incorporates and promoters against potential liabilities incurred during the incorporation process. 7. Dissolution: Outlines the process for dissolving the corporation and distributing assets if necessary. It is worth noting that while there is no specific distinction between different types of Cook Illinois Preincorporation Agreements, the agreement can be tailored based on the unique needs and circumstances of each corporation. This may include additional provisions addressing specific industry regulations or the involvement of outside investors. Overall, the Cook Illinois Preincorporation Agreement between Incorporates and Promoters is a crucial legal document that lays the groundwork for successful corporation formation in the state of Illinois. It ensures that all parties involved have a clear understanding of their rights, responsibilities, and expectations, setting the stage for a smooth and efficient incorporation process.The Cook Illinois Preincorporation Agreement between Incorporates and Promoters is a legal document that outlines the terms and conditions for the formation of a corporation in the state of Illinois. This agreement serves as a foundation for the incorporation process and ensures that all parties involved, including the incorporates (individuals initiating the incorporation) and promoters (individuals responsible for organizing and promoting the corporation), are on the same page. This agreement covers various aspects of the incorporation process, including the identification of the incorporates and promoters, their roles and responsibilities, and the specific terms governing their relationships. It also includes provisions relating to the allocation of shares, voting rights, management structure, and decision-making processes within the corporation. To create a Cook Illinois Preincorporation Agreement, the incorporates and promoters must work together to draft a comprehensive agreement that meets all legal requirements. This document will typically include clauses addressing important elements, such as: 1. Purpose and Name: Clearly articulates the intended purpose of the corporation and outlines the name under which it will operate. 2. Capitalization: Outlines the initial capital contributions required from each incorporated and the total authorized capital stock of the corporation. 3. Shares and Stock Ownership: Specifies the number of shares each incorporated will receive and any restrictions on transferring or selling those shares. 4. Governance and Management: Describes how the corporation will be managed and the roles and responsibilities of the incorporates and promoters. This may include information on board composition, officers, and decision-making procedures. 5. Intellectual Property: Addresses the ownership and rights related to any intellectual property or proprietary information contributed by the incorporates or promoters. 6. Indemnification: Establishes the indemnification provisions, protecting incorporates and promoters against potential liabilities incurred during the incorporation process. 7. Dissolution: Outlines the process for dissolving the corporation and distributing assets if necessary. It is worth noting that while there is no specific distinction between different types of Cook Illinois Preincorporation Agreements, the agreement can be tailored based on the unique needs and circumstances of each corporation. This may include additional provisions addressing specific industry regulations or the involvement of outside investors. Overall, the Cook Illinois Preincorporation Agreement between Incorporates and Promoters is a crucial legal document that lays the groundwork for successful corporation formation in the state of Illinois. It ensures that all parties involved have a clear understanding of their rights, responsibilities, and expectations, setting the stage for a smooth and efficient incorporation process.
