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______________________, referred to as PROMOTER, and ____________, referred to as SUBSCRIBER, agree:
PROMOTER shall organize a corporation to be preliminarily named __________________, to be incorporated in the state of ___________.
The planned initial stock offering shall be _____ shares, of ______ stock, with a par value of $______(_________ per share).
SUBSCRIBER agrees to purchase shares of _____________ stock upon issuance. In the event that the offering is over subscribed, the SUBSCRIBER shall be entitled to a proportional purchase of shares.
The shares purchased are not registered with the United States Securities and Exchange Commission, nor the Securities Commission of any state.
The PURCHASER represents that it is qualified under the relevant rules and regulations of the United States Securities and Exchange Commission and the Securities Commission of any state, which may have jurisdiction to purchase these shares.
The PURCHASER further represents that it is not purchasing these shares with an intention of resale, nor will it take any actions that may result in it being considered an underwriter of the shares.
Prior to any transfer of these shares, the PURCHASER shall provide to the issuer of the stock a legal opinion, in a form acceptable to the counsel for the issuer, that the transfer will not result in the loss of the exemptions from registration of the securities then claimed by issuer.
The PURCHASER further represents that it has had adequate opportunity to obtain any information relevant to the decision to purchase, and has also had adequate opportunity to consult with advisors of their choice.
The PURCHASER agrees that prior to delivery of the stock to execute the shareholders agreement dated _________________.
Upon execution of this agreement, the SUBSCRIBER will pay to PROMOTER the sum of $________(______________&___/100 dollars) which shall be used for an organizational fund for the expenses of pre-incorporation. The balance shall be due upon issuance of the shares.
Notices.
Any notice required by this Agreement or given in connection with it, shall be in writing and shall be given to the appropriate party by personal delivery or a recognized over night delivery service such as FedEx.
If to the Promoter: _____________________________________________________.
If to the Subscriber: ___________________________________________________.
No Waiver.
The waiver or failure of either party to exercise in any respect any right provided in this agreement shall not be deemed a waiver of any other right or remedy to which the party may be entitled.
Entirety of Agreement.
The terms and conditions set forth herein constitute the entire agreement between the parties and supersede any communications or previous agreements with respect to the subject matter of this Agreement. There are no written or oral understandings directly or indirectly related to this Agreement that are not set forth herein. No change can be made to this Agreement other than in writing and signed by both parties.
Governing Law.
This Agreement shall be construed and enforced according to the laws of the State of ____________________ and any dispute under this Agreement must be brought in this venue and no other.
Headings in this Agreement
The headings in this Agreement are for convenience only, confirm no rights or obligations in either party, and do not alter any terms of this Agreement.
Severability.
If any term of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then this Agreement, including all of the remaining terms, will remain in full force and effect as if such invalid or unenforceable term had never been included.
In Witness whereof, the parties have executed this Agreement as of the date first written above.
Dated: _______________________________
PROMOTER:
_____________________________________
SUBSCRIBER:
_____________________________________
Stock Subscription Agreement, Pre-IncorporationReview List
This review list is provided to inform you about this document in question and assist you in its preparation. Pre-incorporation agreements are less risky, as a rule, for promoters because courts recognize the high risk and ambiguous state of these emerging enterprises. These documents can serve to protect subscribers interests by writing in various clauses such as anti-dilution stock agreements (e.g., stock can not be diluted until an IPO, is a standard such clause), compensation limitations, percentage share ownership, and the like.
1. Make multiple copies. Each subscriber should receive one. The company should keep one copy in the investor file as well in the corporate minutes. Be sure to get signed share certificates receipts, as provided in document form elsewhere in this section.
What else can I help you with?
What is the difference between pre-charge off and post-charge off accounts?
A pre-charge off is when the creditor is giving the debtor notice that the account is in default and will be sent to collections if a payment agreement is not made by a specified date. Post-charge off is when the account has been sent to collections, sold to a third party creditor or referred to a legal firm for further action.
Is gross salary pre or post tax?
It's pre-tac. Gross anything is pre deductions of any sort.
A company which keeps pre-printed check stock in a non-secure location and uses a rubber stamp for check signatures is not responsible in cases of check fraud.?
This statement is misleading; a company may still bear some responsibility for check fraud under these circumstances. Keeping pre-printed check stock in a non-secure location and using a rubber stamp for signatures significantly increases the risk of unauthorized use. If fraud occurs, the company could be considered negligent for not implementing adequate security measures to protect its financial assets. Ultimately, liability may depend on the specific circumstances and applicable laws.
What is the different between preference shares and paid-up shares?
Preference shares have a dual nature. They receive a fixed interest payment for a pre determined time period (say 10 years) or for a specific stock price of the underlying company (say $40). When the criteria has been met the preference share can be converted into "common" stock or sold back to the issuer depending on the terms. When a company needs money, it sells stock which reperesents an ownership in the company. So if a company issued shares for $10 par value but at the time of selling the stock was $50 it has a "paid up" of $40. Par value almost always means nothing. So the company wouldve sold a portion of its business for $50 a piece.
How to stop pre-authorized Credit card billing?
1. Read your pre-authorization agreement to determine the stipulated method of canceling the authorization.2. Contact the company charging your credit card and request they stop charging you.3. If method 1 & 2 do not work contact your credit card company and tell them you have revoked authorization for the charges.4. If you are charged again, contact your credit card company and let them know the latest charge was fraudulent as you have already canceled the authorization in step 1 or 2.
What is the ratio of profit sharing for pre-and post incorporation of company?
The profit-sharing ratio for a company typically differs before and after incorporation. Pre-incorporation, profits are usually shared among the founders or partners based on their agreement, which may not be formalized. Post-incorporation, profit-sharing is determined by the ownership of shares, with profits distributed as dividends based on the number of shares held. This formal structure helps ensure clarity and adherence to legal requirements.
What is the practical purpose of a pre-incorporation contracts?
to ratify and adopt
What is a pre-emption clause?
Apreemptive right or preemption clause is that acurrent shareholder can maintain their fractional ownership of a company by buying a proportional number of shares of any future issue of common stock. Most states consider preemptive rights/clause valid only if made explicit in a corporation's charter. also called subscription privilege or subscription right.
What is a pre emption clause?
Apreemptive right or preemption clause is that acurrent shareholder can maintain their fractional ownership of a company by buying a proportional number of shares of any future issue of common stock. Most states consider preemptive rights/clause valid only if made explicit in a corporation's charter. also called subscription privilege or subscription right.
Is pre nuptial agreement signed by the parties and notarized by a lawyer a kind of contract?
A pre-nuptual agreement is a type of contract. The parties have set obligations and limitations on their sharing of property.
How do you cancel a trial account with smilebox?
Cancelling a subscription cancels all future scheduled payments of that subscription. A subscription can be cancelled up until three business days before the next scheduled payment.Log in to your PayPal account.Click Profile near the top of the page.Click My money.Click Update beside 'My pre-approved payments.'Click the name of the subscription you wish to cancel. (smilebox)Click Cancel.If you don't have a PayPal account, you should contact the merchant directly to cancel the agreement.Please note that after cancelling a payment, subscription or automatic billing agreement, you are still required to pay the merchant for the goods or services you have received up until the cancellation is processed.
What does a partial inspection require?
A limited pre inspection agreement
Is there a pre-open market for the Paris stock market?
no
Check Stock If pre-printer check stock is used a log of check numbers is not needed?
no
What is pre incorporation contract?
Pre-incorporation contracts may include agreements between the parties as to who will hold control, what capital is to be invested, how will shares be protected, who can be employed, which inventions/trademarks/copyrights are to be sold to the company, etc.
What are pre-incorporation transactions in company law?
Transactions between two parties (promotor of company and third party) before a company is incorporated.
What is a pre contract agreement?
a contract or arrangement made beforehand, esp a betrothal
