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 Phoenix Arizona Preincorporation Agreement between Incorporates and Promoters is a legally binding document signed by individuals involved in forming a corporation in Phoenix, Arizona. This agreement outlines various aspects of the corporation's establishment, preincorporation activities, and the roles and responsibilities of the incorporates and promoters. Keywords: Phoenix Arizona, preincorporation agreement, incorporates, promoters, corporation, legally binding, establishment, preincorporation activities, roles, responsibilities. This agreement typically includes the following elements: 1. Parties: The agreement identifies the incorporates and promoters involved in the preincorporation activities. It specifies their names, addresses, and roles within the corporation. 2. Purpose: The agreement states the purpose of the corporation and the intended business activities to be undertaken once incorporated. It may include specific objectives, goals, or industry focus. 3. Incorporation Process: This section outlines the steps required to incorporate the company, including choosing a business name, registering with the appropriate state authorities, and obtaining necessary licenses and permits. 4. Capitalization: The agreement addresses the initial capitalization of the corporation, including the amount of capital to be contributed by each incorporated and promoter. It may specify the nature of contributions, such as cash, property, or services. 5. Ownership and Stock Allocation: The agreement determines the ownership interests and stock allocation among incorporates and promoters. It may outline the number of shares each party will receive and the conditions under which ownership may change. 6. Roles and Responsibilities: This section defines the roles, responsibilities, and obligations of each incorporated and promoter involved in the preincorporation phase, such as obtaining financing, developing business plans, or securing intellectual property rights. 7. Confidentiality: The agreement may include provisions to maintain the confidentiality of sensitive information shared during the preincorporation stage, protecting the parties' interests and preventing unauthorized disclosure. 8. Governing Law and Dispute Resolution: This section states that the agreement is governed by the laws of Phoenix, Arizona. It may outline the preferred method for resolving any disputes that may arise during the preincorporation period, such as arbitration or mediation. Different types of Phoenix Arizona Preincorporation Agreements between Incorporates and Promoters may exist based on specific business requirements: 1. The Standard Preincorporation Agreement: This is the most common type, covering general provisions applicable to most corporations. 2. Specialized Preincorporation Agreement: This type of agreement may be tailored to specific industries, businesses, or unique circumstances. For example, a technology startup may have a specialized agreement that addresses intellectual property rights or technology transfer. 3. Joint Venture Preincorporation Agreement: In cases where multiple parties collaborate to form a corporation, a joint venture preincorporation agreement may be used. This agreement outlines the terms and conditions of the collaboration, including shared investment, intellectual property rights, and profit-sharing arrangements. It is important to consult with legal professionals and seek expert advice to ensure that the Phoenix Arizona Preincorporation Agreement between Incorporates and Promoters is drafted accurately and tailored to meet the specific needs of the corporation being formed.A Phoenix Arizona Preincorporation Agreement between Incorporates and Promoters is a legally binding document signed by individuals involved in forming a corporation in Phoenix, Arizona. This agreement outlines various aspects of the corporation's establishment, preincorporation activities, and the roles and responsibilities of the incorporates and promoters. Keywords: Phoenix Arizona, preincorporation agreement, incorporates, promoters, corporation, legally binding, establishment, preincorporation activities, roles, responsibilities. This agreement typically includes the following elements: 1. Parties: The agreement identifies the incorporates and promoters involved in the preincorporation activities. It specifies their names, addresses, and roles within the corporation. 2. Purpose: The agreement states the purpose of the corporation and the intended business activities to be undertaken once incorporated. It may include specific objectives, goals, or industry focus. 3. Incorporation Process: This section outlines the steps required to incorporate the company, including choosing a business name, registering with the appropriate state authorities, and obtaining necessary licenses and permits. 4. Capitalization: The agreement addresses the initial capitalization of the corporation, including the amount of capital to be contributed by each incorporated and promoter. It may specify the nature of contributions, such as cash, property, or services. 5. Ownership and Stock Allocation: The agreement determines the ownership interests and stock allocation among incorporates and promoters. It may outline the number of shares each party will receive and the conditions under which ownership may change. 6. Roles and Responsibilities: This section defines the roles, responsibilities, and obligations of each incorporated and promoter involved in the preincorporation phase, such as obtaining financing, developing business plans, or securing intellectual property rights. 7. Confidentiality: The agreement may include provisions to maintain the confidentiality of sensitive information shared during the preincorporation stage, protecting the parties' interests and preventing unauthorized disclosure. 8. Governing Law and Dispute Resolution: This section states that the agreement is governed by the laws of Phoenix, Arizona. It may outline the preferred method for resolving any disputes that may arise during the preincorporation period, such as arbitration or mediation. Different types of Phoenix Arizona Preincorporation Agreements between Incorporates and Promoters may exist based on specific business requirements: 1. The Standard Preincorporation Agreement: This is the most common type, covering general provisions applicable to most corporations. 2. Specialized Preincorporation Agreement: This type of agreement may be tailored to specific industries, businesses, or unique circumstances. For example, a technology startup may have a specialized agreement that addresses intellectual property rights or technology transfer. 3. Joint Venture Preincorporation Agreement: In cases where multiple parties collaborate to form a corporation, a joint venture preincorporation agreement may be used. This agreement outlines the terms and conditions of the collaboration, including shared investment, intellectual property rights, and profit-sharing arrangements. It is important to consult with legal professionals and seek expert advice to ensure that the Phoenix Arizona Preincorporation Agreement between Incorporates and Promoters is drafted accurately and tailored to meet the specific needs of the corporation being formed.
