This agreement is made between the following parties: ___________________________, _________________________, and __________________________ to organize a Corporation upon the following terms and conditions on this __________ day of _________________, _____.
The parties form and organize a Corporation under the laws of the state of ____________________.
Attached as Exhibit A are the proposed Articles of Incorporation for said Corporation.
Within seven (7) days after the first issuance of the Corporation's certificate of incorporation, the parties agree that the Corporation's authorized stock shall be distributed, and consideration paid, as follows:
1. In consideration of the cash payment to the Corporation made by ___________________ of the amount of $___________, ___________ shares of ____________ (common or preferred) stock shall be issued to him.
2. In consideration of the transfer to the Corporation of the following property :
(list property, real or personal, to be transferred), ________ shares of ______________ (common or preferred) stock shall be issued to _______________________________.
The parties further agree not to transfer, sell, assign, pledge, or otherwise dispose of their shares of stock issued by the Corporation until they have first offered the shares for sale to the Corporation, and then, should the Corporation refuse such offer, to the other shareholders on a pro rata basis. All shares shall be offered at their book value. In the event the corporation refuses to purchase said shares, the other shareholders shall have not less than thirty (30) days to purchase the shares. If the Corporation or other shareholders do not purchase all offered shares, remaining shares may be freely transferred to other parties by their owner without price restrictions.
The Corporation shall employ _______________________________ as its manager for a set term of _________ years and at an annual salary of $_____________ , such employment not to be terminated without cause and such salary not to be increased or decreased without the approval of _____ percent of the directors
All parties to this agreement promise to use their best efforts to incorporate the organization and to commence its business in a timely fashion.
These forms are provided AS IS. They may not be any good. Even if they are good in one jurisdiction, they may not work in another. And the facts of your situation may make these forms inappropriate for you. They are for informational purposes only, and you should consult an attorney before using them.