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Form #617Pre-Incorporation Agreement
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PRE-INCORPORATION AGREEMENT: Â Checklist
of matters to be considered in drafting a pre-incorporation agreement
1.  Parties.
a)Â Â Names.
b)Â Â Addresses.
c)Â Â Number of shares subscribed by each.
i)Â Â Â Cash.
ii)Â Â Property.
·   Description.
·   Valuation.
d)Â Â Size of loan to be made by each.
i)Â Â Â Terms.
ii)Â Â Interest.
iii)Â Â Maturity.
2.  Incorporation agreement.
a)Â Â Agreement to form corporation.
i)Â Â Â State of incorporation.
ii)Â Â Additional states for qualification.
iii)Â Â Name.
·   Substitute
if unavailable.
b)Â Â General purposes and powers.
i)Â Â Â All lawful purposes.
ii)Â Â Special purposes and powers.
c)Â Â Principal office.
3.  Capitalization.
a)Â Â Classes of stock.
i)Â Â Â Series.
ii)Â Â Number of authorized shares.
b)Â Â Par or no-par value.
c)Â Â Preemptive rights.
d)Â Â Preferences of classes.
i)Â Â Â Dividends.
·   Cumulative
or noncumulative.
ii)Â Â Liquidation preferences.
iii)Â Â Redemption rights.
·   Sinking
fund.
e)Â Â Voting powers of classes.
i)Â Â Â For directors.
ii)Â Â For ordinary actions of corporation.
iii)Â Â For extraordinary actions of corporation.
·   Definitions.
f)Â Â Â Debt capital.
i)Â Â Â Amount.
ii)Â Â Terms.
iii)Â Â Lender(s).
4.  Directors and officers.
a)Â Â Number of directors.
b)Â Â Names of first directors.
c)Â Â Number and titles of officers.
d)Â Â Names of first officers to be elected.
5.  Implementation of agreement.
a)Â Â Employment of attorney.
i)Â Â Â Name and address.
ii)  Attorney’s powers and duties.
b)Â Â Responsibility of parties for incorporation
expenses.
i)Â Â Â Proportionate to capital invested by party.
c)Â Â Subscription payments.
i)Â Â Â Time of payment.
·   Event
causing payment.
ii)Â Â Payment into escrow fund until all subscriptions
received.
6.  Special provisions.
a)Â Â Payment to promoters for services.
i)Â Â Â Cash.
ii)Â Â Stock.
b)Â Â Public issue of stock or debt.
i)Â Â Â Amount.
ii)Â Â Underwriters or method of sale.
iii)Â Â Manner of compliance with securities and blue-sky
laws.
c)Â Â Assumption of property and liabilities of existing
business of incorporators.
i)Â Â Â Allocation of stock or securities.
d)Â Â Property to be purchased.
i)Â Â Â From incorporators.
ii)Â Â From others.
iii)Â Â Method of valuation.
e)Â Â Leases, franchises, or other special contracts to
be entered into by corporation.
i)Â Â Â Valuation or terms if with incorporations.
f)Â Â Â Close corporation provisions.
i)Â Â Â Restrictions on transferability of stock.
·   Right of
first refusal.
·   Cross
purchase agreements.
·   Valuation of
stock.
·   Funding of
agreements with insurance.
ii)Â Â Employment contracts for key employees.
·   Terms.
·   Salary.
iii)Â Â Class voting to elect stated number of directors
by each class of stock.
iv)Â Class voting to amend articles of incorporation or
bylaws.
·   Percentage
vote to approve.
v)Â Â Electing named persons as officers.
vi)Â Pro rata participation in additional stock issues.
vii)Â Adoption of fringe employment benefits.
·   Pension and
profit-sharing plans.
·   Life,
medical, and other insurance.
viii) Incorporation of agreement into articles of
incorporation and bylaws.
·   Ratification
by shareholders and directors.
7.  General provisions.
a)Â Â Entire agreement between parties.
b)Â Â Amendments only in writing signed by parties.
c)Â Â Further assurances to implement agreement.
d)Â Â Nonassignability of agreement.
e)Â Â State law controlling.
f)Â Â Â Special federal tax provisions to be followed.
8.  Closing
a)Â Â Signatures.
b)Â Â Witnesses.
c)Â Â Notarization.
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These forms are provided to assist business owners and others in understanding important
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