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.
Dallas, Texas Preincorporation Agreement between Incorporates and Promoters is a legal document that sets out the terms and conditions agreed upon by individuals who are in the process of forming a new corporation in Dallas, Texas. This agreement serves as a preliminary step before the official incorporation of the company and outlines various aspects related to the incorporation process. In the Dallas, Texas Preincorporation Agreement, the incorporates and promoters of the future company come together to define their roles, responsibilities, and expectations. The agreement typically includes crucial clauses that cover the following key areas: 1. Corporate Purpose: This section details the purpose and goals of the corporation to be formed in Dallas, Texas. It clarifies the nature of the business activities that the company will engage in and establishes a common understanding among the incorporates and promoters. 2. Initial Capitalization: Here, the agreement determines the initial capital contribution required from each promoter and incorporated. It outlines the equity ownership of each party and may include provisions for additional fundraising or share issuance in the future. 3. Management and Decision Making: This section defines the management structure of the corporation, including the appointment of directors and officers. It outlines the decision-making processes, voting rights, and responsibilities of each party involved. 4. Intellectual Property and Assets: The agreement addresses the ownership, transfer, and usage rights of any intellectual property or assets related to the future corporation. It ensures that all parties are aware of their rights and obligations regarding these intangible assets. 5. Non-compete and Confidentiality: This clause restricts the incorporates and promoters from engaging in any competing activities or disclosing sensitive information regarding the business during and after the corporation's formation. 6. Termination and Dispute Resolution: This section outlines the conditions under which the agreement can be terminated and establishes methods for resolving disputes, such as arbitration or mediation. It's important to note that there can be different types of Dallas, Texas Preincorporation Agreements between Incorporates and Promoters, tailored to specific circumstances or industries. These may include technology-specific agreements, joint venture agreements, or agreements with additional clauses addressing specific needs or concerns. In summary, the Dallas, Texas Preincorporation Agreement between Incorporates and Promoters plays a crucial role in establishing the foundation and expectations of the future corporation. By addressing critical aspects related to ownership, management, finances, and intellectual property, this agreement helps ensure a smooth and successful incorporation process for businesses in Dallas, Texas.Dallas, Texas Preincorporation Agreement between Incorporates and Promoters is a legal document that sets out the terms and conditions agreed upon by individuals who are in the process of forming a new corporation in Dallas, Texas. This agreement serves as a preliminary step before the official incorporation of the company and outlines various aspects related to the incorporation process. In the Dallas, Texas Preincorporation Agreement, the incorporates and promoters of the future company come together to define their roles, responsibilities, and expectations. The agreement typically includes crucial clauses that cover the following key areas: 1. Corporate Purpose: This section details the purpose and goals of the corporation to be formed in Dallas, Texas. It clarifies the nature of the business activities that the company will engage in and establishes a common understanding among the incorporates and promoters. 2. Initial Capitalization: Here, the agreement determines the initial capital contribution required from each promoter and incorporated. It outlines the equity ownership of each party and may include provisions for additional fundraising or share issuance in the future. 3. Management and Decision Making: This section defines the management structure of the corporation, including the appointment of directors and officers. It outlines the decision-making processes, voting rights, and responsibilities of each party involved. 4. Intellectual Property and Assets: The agreement addresses the ownership, transfer, and usage rights of any intellectual property or assets related to the future corporation. It ensures that all parties are aware of their rights and obligations regarding these intangible assets. 5. Non-compete and Confidentiality: This clause restricts the incorporates and promoters from engaging in any competing activities or disclosing sensitive information regarding the business during and after the corporation's formation. 6. Termination and Dispute Resolution: This section outlines the conditions under which the agreement can be terminated and establishes methods for resolving disputes, such as arbitration or mediation. It's important to note that there can be different types of Dallas, Texas Preincorporation Agreements between Incorporates and Promoters, tailored to specific circumstances or industries. These may include technology-specific agreements, joint venture agreements, or agreements with additional clauses addressing specific needs or concerns. In summary, the Dallas, Texas Preincorporation Agreement between Incorporates and Promoters plays a crucial role in establishing the foundation and expectations of the future corporation. By addressing critical aspects related to ownership, management, finances, and intellectual property, this agreement helps ensure a smooth and successful incorporation process for businesses in Dallas, Texas.
