This is a pre-incorporation form designed for businesses that plan to incorporate and
become a corporation. Although not legally required, a pre-incorporation agreement
can be a very useful aid to starting a new corporation. The process of drawing up the
agreement can assist the owners in focusing on key business issues, such as the
purpose of the corporation, capitalization, stock subscription, and much more. This
document should be used by small businesses that want to incorporate to organize and
coordinate key business issues.
General Form of Agreement to Incorporate
Agreement to incorporate made this (date), between (Name), of (street address, city,
state, zip code), (Name), of (street address, city, state, zip code), and (Name), of (street address,
city, state, zip code), hereinafter called the “Incorporators.”
For and in consideration of the mutual covenants contained in this Agreement, and other
good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged,
the parties agree to form a corporation under the laws of (name of state), for the purpose of
undertaking and carrying on a business or businesses of (describe).
1. Name of Corporation
Subject to availability, the name of the Corporation shall be (Name). If such name should
not be available, one of the following names in the order stated shall be used: (list alternative
names in order of preference).
2. Purpose and Powers
The Corporation shall be formed for the purpose of engaging in and maintaining a
(describe) business and such other lawful businesses as may from time to time be determined by
the Board of Directors. The authorized corporate purposes shall include any lawful business
purpose or purposes which a Corporation organized under the laws of (name of state) may be
permitted to undertake. The Corporation shall have all general powers possessed by Corporations
organized under the (name of state) Model Business Corporation Act.
3. Principal Office
The principal office for the transaction of the business of the Corporation shall be located
at (street address, city, state, zip code).
4. Capitalization
The authorized capital of the Corporation shall be __________ ($______) dollars. The
authorized capital stock of the Corporation shall be all common stock consisting of
____________ ( ) shares of common stock ____________ with a par value of ___________
($_______) dollars per share.
5. Stock Subscription
Each of the Incorporators subscribes as capital of the Corporation the sum set out
opposite the Incorporator's name below and agrees to accept in exchange for the amounts so
specified the shares of stock following the Incorporator's name:
Name of Subscriber Subscription Common Stock
___________________________ __________ ______________
___________________________ __________ ______________
6. Incorporation; Permit to Issue Shares; Plan of Subscription
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The Incorporators shall cause the Corporation to be formed under the provisions of (cite
state statute), formed within _____ ( ) days from the date of this Agreement, and then with all
reasonable diligence shall cause the Corporation to authorize the issuance of stock as above
subscribed.
7. Signing Articles; First Directors
The parties to this Agreement, or so many of them as may be necessary for the purpose,
shall sign the Articles of Incorporation as Incorporators. The persons named below shall be
designated in the Articles of Incorporation as the first directors of the Corporation and shall serve
as such until their respective successors are duly elected and qualified:
Name Address
____________________________ ________________________________
____________________________ ________________________________
____________________________ ________________________________
8. Officers
The Bylaws to be adopted at the first meeting of the Board of Directors shall provide for
the following corporate officers: president, vice-president, and secretary-treasurer. The offices
shall be filled by the Board of Directors at their first meeting by electing the following named
persons, each of whom has agreed to serve in the indicated office for the term designated in the
Bylaws and at the salary shown after his or her name, until his or her successor is duly elected
and qualified.
Office Name of Officer Monthly Salary
President _____________________________ $____________
Vice-President _____________________________ $____________
Secretary _____________________________ $____________
Treasurer _____________________________ $____________
9. Employment of Attorney
The Incorporators promptly shall employ (name) as corporate legal counsel for the
following purposes:
A. Drafting the Articles of Incorporation, Bylaws, and any other documents
required or convenient to the formation of the Corporation;
B. Advising the Incorporators and the Corporation upon its formation with respect to
each step in its organization; and
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C. To serve until other counsel is selected by the Corporation as its legal counsel.
Charges for such legal services and all fees of state and county offices required in the
process of incorporation and all other costs and charges of incorporation, including
franchise tax, if any, certification, and seal, shall be the expenses of the Corporation to be
paid by the Corporation following its organization and the receipt of funds upon
subscription. Each of the undersigned Incorporators promises to advance such costs as
required (share and share alike or in proportion to the amounts of their stock
subscriptions).
The undersigned Incorporators have executed this Agreement as of the day and year first
above written.
__________________________
(Printed Name of Incorporator)
__________________________
(Signature of Incorporator)
__________________________
(Printed Name of Incorporator)
__________________________
(Signature of Incorporator)
____