Sample PreIncorporation Agreement

Agreement made this___________day of_________, 20_between__________,_and___________ whereas the parties hereto wish to organize a Corporation upon the terms and conditions hereinafter set forth; and whereas the parties wish to establish their mutual rights and responsibilities in relation to their organizational activities; now, therefore, in consideration of the premises and nature covenants contained herein it is agreed by and between the parties as follows,:

FIRST: the parties shall forthwith cause the Corporation to be formed and organized under the laws of the state of_.

SECOND: the proposed articles of incorporation shall be attached hereto as exhibit A.

THIRD: within 7 days after the issuance of the Corporation’s certificate of incorporation, the parties agreed that the corporations authorized stock shall be distributed, and consideration paid as follows:

  1. _________shares of_______ [insert common or preferred] stock shall be issued to________________ in consideration of his/her payment to the Corporation of_dollars cash.
  2. _________Shares of stock shall be issued to____________in consideration of his/her transfer to the corporation of_________________ [list property, real or personal, to be transferred].
  3. __________ Shares of stock shall be issued to________________ in consideration of his transfer to the corporation of__________________.
  4. Etc. etc.

FOURTH: the Corporation shall employ__________ as its manager for a term of______________ years and at a salary of____________ per annum, such employment not to be terminated without cause and such sadly not be increased or decreased without the approval of__________ percent of the directors.

FIFTH: the parties agree not to transfer, sell until the 1st offer them for sale to the Corporation,, assign, pledge or dispose of the shares and then, should the corporation refused, on a pro rata basis 2 other shareholders,. The shares shall be offered at book value and in the event the corporation refuses, the other shareholders shall have 30 days to purchase the shares. If the Corporation or other shareholders do not purchase all the offered shares, the remaining shares may be transferred by their own and without price restrictions.

SIXTH: the parties to this agreement promised to use their best efforts to incorporate the organization and to commence its business.

_______________, _______________, __________________.

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