Pre-Incorporation Agreement[JV1]
1. Shareholders' Names
________________________________________[JV2] agree to the following terms and conditions.
2. Incorporation
The Shareholders will form a corporation under ______________________________[JV3] law. The Shareholders will file the articles of incorporation as soon as possible after the execution of this agreement. The Corporation will do business as an _____________________[JV4] All of the Shareholders will sign the articles of incorporation as incorporators.
3. Corporate Name
The corporation will be called ____________________________________________ The Corporation may also do business under the assumed or fictitious name of __________________________, which will be registered as required by law.
4. Corporate Purpose
The principal corporate purpose will be:
5. Corporate Stock
The corporation will issue a total of ______________ shares of common stock to the people listed in the next paragraph. All shares will have equal rights in voting on matters submitted to Shareholders. No additional shares will be authorized or issued unless all Shareholders agree in writing.
6. Stock Subscriptions
The Shareholders subscribe for the following shares of stock:
Payment is due upon incorporation. The corporation will issue stock certificates to the Shareholders as evidence of stock ownership.
7. Tax Status
The shares will be issued under Section 1244 of the Internal Revenue Code.
8. Board of Directors
The Shareholders will constitute the initial board of directors.
9. Officers
The initial corporate officers will be:
President
Vice President
Secretary
Treasurer
10. Place of Business
The corporation's main office will be at the following location:
11. Bylaws
The Shareholders will create and adopt bylaws that include all of the terms contained in this agreement.
12. Entire Agreement
This is the entire agreement between the parties. It replaces and supersedes any and all oral agreements between the parties, as well as any prior writings.
13. Successors and Assignees
This agreement binds and benefits the heirs, successors and assignees of the parties.
14. Notices
All notices must be in writing. A notice may be delivered to a party at the address that follows a party's signature or to a new address that a party designates in writing. A notice may be delivered:
• in person
• by certified mail, or
• by overnight courier.
15. Governing Law
This agreement will be governed by and construed in accordance with the laws of the state of _____________________.
16. Counterparts
The parties may sign several identical counterparts of this agreement. Any fully signed counterpart shall be treated as an original.
17. Modification
This agreement may be modified only by a writing signed by the party against whom such modification is sought to be enforced.
18. Waiver
If one party waives any term or provision of this agreement at any time, that waiver will only be effective for the specific instance and specific purpose for which the waiver was given. If either party fails to exercise or delays exercising any of its rights or remedies under this agreement, that party retains the right to enforce that term or provision at a later time.
19. Severability
If any court determines that any provision of this agreement is invalid or unenforceable, any invalidity or unenforceability will affect only that provision and will not make any other provision of this agreement invalid or unenforceable and such provision shall be modified, amended or limited only to the extent necessary to render it valid and enforceable.
Dated: _________________________________________________________________
By: _________________________________________________________________
Address
Dated: _________________________________________________________________
By: _________________________________________________________________
Address