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 Mecklenburg North Carolina Preincorporation Agreement between Incorporates and Promoters is a legal document that outlines the terms and conditions agreed upon by individuals or entities involved in the process of forming a corporation in Mecklenburg County, North Carolina. This agreement serves as a preliminary agreement prior to the incorporation of the company and establishes the framework for future corporate governance and decision-making. Keywords: Mecklenburg North Carolina, Preincorporation Agreement, Incorporates, Promoters, legal document, corporation, Mecklenburg County, corporate governance, decision-making. This agreement typically includes several sections that address various aspects of the corporation's formation and operation. The following are key points that may be covered in a Mecklenburg North Carolina Preincorporation Agreement between Incorporates and Promoters: 1. Incorporates: The agreement identifies the individuals or entities who intend to form the corporation, known as the incorporates. It outlines their roles, responsibilities, and obligations in the incorporation process. 2. Purpose of the Corporation: The agreement defines the purpose and objectives of the corporation, stating the nature of its business activities and the services it intends to provide. 3. Capital Contributions: It specifies the amount and type of capital contributions each promoter or incorporated will make towards the initial capital of the corporation. This section also outlines how additional capital contributions will be handled in the future. 4. Ownership and Share Distribution: The agreement outlines the allocation and distribution of shares among the incorporates, promoters, and any other initial stakeholders. It may include provisions for preemptive rights, restrictions on the transfer of shares, and the issuance of preferred or common stock. 5. Management and Decision-Making: This section establishes the rules and guidelines for the management and decision-making processes of the corporation. It may discuss matters such as appointment of directors, officers, and the creation of committees. 6. Intellectual Property: The agreement may address the ownership and protection of any intellectual property developed or acquired during the preincorporation stage, including patents, trademarks, copyrights, and trade secrets. 7. Confidentiality: There may be provisions that address the confidentiality and non-disclosure of proprietary or sensitive information shared among the incorporates and promoters during the preincorporation process. 8. Termination and Dispute Resolution: The agreement may include provisions for termination or dissolution of the corporation in specific circumstances. It may also establish the methods for resolving any disputes that may arise among the incorporates and promoters. It is important to note that there might not be different types of Mecklenburg North Carolina Preincorporation Agreements between Incorporates and Promoters. However, variations or additional clauses can be added based on the specific needs and requirements of the parties involved. In conclusion, the Mecklenburg North Carolina Preincorporation Agreement between Incorporates and Promoters is a crucial legal document that sets the foundation for the formation of a corporation in Mecklenburg County, North Carolina. By establishing the roles, responsibilities, and obligations of the incorporates and promoters, this agreement helps to ensure a smooth and organized process of incorporation while safeguarding the interests of all parties involved.The Mecklenburg North Carolina Preincorporation Agreement between Incorporates and Promoters is a legal document that outlines the terms and conditions agreed upon by individuals or entities involved in the process of forming a corporation in Mecklenburg County, North Carolina. This agreement serves as a preliminary agreement prior to the incorporation of the company and establishes the framework for future corporate governance and decision-making. Keywords: Mecklenburg North Carolina, Preincorporation Agreement, Incorporates, Promoters, legal document, corporation, Mecklenburg County, corporate governance, decision-making. This agreement typically includes several sections that address various aspects of the corporation's formation and operation. The following are key points that may be covered in a Mecklenburg North Carolina Preincorporation Agreement between Incorporates and Promoters: 1. Incorporates: The agreement identifies the individuals or entities who intend to form the corporation, known as the incorporates. It outlines their roles, responsibilities, and obligations in the incorporation process. 2. Purpose of the Corporation: The agreement defines the purpose and objectives of the corporation, stating the nature of its business activities and the services it intends to provide. 3. Capital Contributions: It specifies the amount and type of capital contributions each promoter or incorporated will make towards the initial capital of the corporation. This section also outlines how additional capital contributions will be handled in the future. 4. Ownership and Share Distribution: The agreement outlines the allocation and distribution of shares among the incorporates, promoters, and any other initial stakeholders. It may include provisions for preemptive rights, restrictions on the transfer of shares, and the issuance of preferred or common stock. 5. Management and Decision-Making: This section establishes the rules and guidelines for the management and decision-making processes of the corporation. It may discuss matters such as appointment of directors, officers, and the creation of committees. 6. Intellectual Property: The agreement may address the ownership and protection of any intellectual property developed or acquired during the preincorporation stage, including patents, trademarks, copyrights, and trade secrets. 7. Confidentiality: There may be provisions that address the confidentiality and non-disclosure of proprietary or sensitive information shared among the incorporates and promoters during the preincorporation process. 8. Termination and Dispute Resolution: The agreement may include provisions for termination or dissolution of the corporation in specific circumstances. It may also establish the methods for resolving any disputes that may arise among the incorporates and promoters. It is important to note that there might not be different types of Mecklenburg North Carolina Preincorporation Agreements between Incorporates and Promoters. However, variations or additional clauses can be added based on the specific needs and requirements of the parties involved. In conclusion, the Mecklenburg North Carolina Preincorporation Agreement between Incorporates and Promoters is a crucial legal document that sets the foundation for the formation of a corporation in Mecklenburg County, North Carolina. By establishing the roles, responsibilities, and obligations of the incorporates and promoters, this agreement helps to ensure a smooth and organized process of incorporation while safeguarding the interests of all parties involved.
