Agreement to form
corporation.
Agreement made [date], between _________ of _________
and _________ of _________.
The parties, in consideration of the mutual agreements
agree:
1. A corporation shall be immediately organized under
the laws of the State of _________ by the parties and by any of their
associates as may, by signing a stock subscription agreement, evidence their
desire to become interested in the corporation.
(a). The name of the corporation is to be _________
Company. If it is desired to select some other name, that may be done by
unanimous consent of the parties.
(b). The object of the corporation shall be to
_________, with any and all powers usually possessed by corporations of that
character.
(c). Corporation shall have a capital stock of $_____
to be divided into _________ shares of common stock and _________ shares of
preferred stock, of par value of $_____ each.
(d). The owners of preferred stock shall be entitled
to receive, and the corporation shall be bound to pay, out of its surplus
earnings, cumulative dividends at a rate not exceeding _________ percent per
year, before any dividends shall be paid on common stock. [Provision for
redemption of preferred stock and preferences on final distribution may also be
provided for.]
2. Parties shall each contribute $_____, for which
they shall, on the organization of the corporation, receive stock as recited,
the sums to be paid over by them within _________ days from this date to
_________, who shall apply them towards the purchase of certain real estate
located at _________, and described as follows: _________.
3. Title to the property shall be taken in the name of
_________, who shall, immediately after organization of the corporation, convey
title to the property to the corporation, to be held and used by it for its
corporate purposes.
4. _________ shall, during a period of _________ days
from this date, use his [her] best efforts to secure subscriptions for the
balance of capital stock, both preferred and common of the corporation, at par,
with the exception of $_____ of stock to which _________ shall be entitled for
valuable services performed in organizing the corporation.
5. Immediately on organization of the corporation a
board of directors shall be elected who shall serve as directors for the first
year or until their resignations are sooner requested by _________ and
_________.
6. Capital stock of the corporation shall be issued to
the following persons or their representatives or assigns, in the amounts set
forth:
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Stock shall also be issued to other
subscribers in the amount respectively subscribed by them; and in case part of
the balance has not been subscribed by the expiration of thirty days from this
date then the remaining stock not subscribed shall be issued in equal
proportions to _________ and _________.
7. Any officers to be elected by the first board of
directors shall resign at any time on request of _________ and _________.
8. In order to insure performance of this contract,
according to its terms, _________ agrees to give a bond to _________ and
_________ in the sum of $_____ with _________ Company as surety and that the
premium on the bond shall be paid by _________ and _________ in equal
proportions.
In testimony etc.