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 Fulton Georgia Preincorporation Agreement between Incorporates and Promoters is a legal document that outlines the preliminary agreements and arrangements made between the individuals or entities promoting the formation of a corporation in Fulton, Georgia before its formal incorporation. This agreement establishes the foundation for the corporation and ensures that all parties involved are on the same page regarding the formation process. Keywords: Fulton Georgia, Preincorporation Agreement, Incorporates, Promoters, corporation, legal document, preliminary agreements, arrangements, formal incorporation, foundation, formation process. There are different types of Fulton Georgia Preincorporation Agreement between Incorporates and Promoters, including: 1. Share Subscription Agreement: This type of agreement specifies the terms and conditions under which the incorporates and promoters agree to purchase shares in the proposed corporation once it is incorporated. It usually includes details regarding the number of shares, price per share, payment terms, and any related financial provisions. 2. Management and Operations Agreement: This agreement outlines the roles, responsibilities, and decision-making powers of the incorporates and promoters before the formal incorporation of the corporation. It covers matters like management structure, the appointment of officers, sharing of profits and losses, and the general operation of the business. 3. Intellectual Property Assignment Agreement: In situations where the incorporates and promoters have developed intellectual property (IP) related to the business before incorporation, this agreement transfers the ownership of the IP to the future corporation. It protects the IP rights and ensures that the corporation has the necessary assets to operate. 4. Non-Disclosure Agreement: This agreement is used to protect confidential information shared between the incorporates and promoters during the preincorporation phase. It outlines the obligations of all parties involved to maintain confidentiality and restricts the unauthorized use or disclosure of sensitive information. 5. Promoters' Agreement: A promoters' agreement is a comprehensive document that covers various aspects of the preincorporation phase. It includes provisions regarding the roles and responsibilities of each promoter, the promotion of the corporation, share allocations, financing, and any other relevant agreements or arrangements. These agreements are crucial in establishing clear understandings, protecting the interests of all parties involved, and ensuring a smooth transition into the formal incorporation of the corporation in Fulton, Georgia.A Fulton Georgia Preincorporation Agreement between Incorporates and Promoters is a legal document that outlines the preliminary agreements and arrangements made between the individuals or entities promoting the formation of a corporation in Fulton, Georgia before its formal incorporation. This agreement establishes the foundation for the corporation and ensures that all parties involved are on the same page regarding the formation process. Keywords: Fulton Georgia, Preincorporation Agreement, Incorporates, Promoters, corporation, legal document, preliminary agreements, arrangements, formal incorporation, foundation, formation process. There are different types of Fulton Georgia Preincorporation Agreement between Incorporates and Promoters, including: 1. Share Subscription Agreement: This type of agreement specifies the terms and conditions under which the incorporates and promoters agree to purchase shares in the proposed corporation once it is incorporated. It usually includes details regarding the number of shares, price per share, payment terms, and any related financial provisions. 2. Management and Operations Agreement: This agreement outlines the roles, responsibilities, and decision-making powers of the incorporates and promoters before the formal incorporation of the corporation. It covers matters like management structure, the appointment of officers, sharing of profits and losses, and the general operation of the business. 3. Intellectual Property Assignment Agreement: In situations where the incorporates and promoters have developed intellectual property (IP) related to the business before incorporation, this agreement transfers the ownership of the IP to the future corporation. It protects the IP rights and ensures that the corporation has the necessary assets to operate. 4. Non-Disclosure Agreement: This agreement is used to protect confidential information shared between the incorporates and promoters during the preincorporation phase. It outlines the obligations of all parties involved to maintain confidentiality and restricts the unauthorized use or disclosure of sensitive information. 5. Promoters' Agreement: A promoters' agreement is a comprehensive document that covers various aspects of the preincorporation phase. It includes provisions regarding the roles and responsibilities of each promoter, the promotion of the corporation, share allocations, financing, and any other relevant agreements or arrangements. These agreements are crucial in establishing clear understandings, protecting the interests of all parties involved, and ensuring a smooth transition into the formal incorporation of the corporation in Fulton, Georgia.
