Preincorporation Agreement (Development of a Concept)

Bahman Eslamboly

Form reviewed by Bahman Eslamboly, Attorney at FindLegalForms

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This Pre-Incorporation Agreement (Development of a Concept) is between two parties who have developed a concept and desire to exploit this concept together through formation of a corporation. This agreement sets forth the names of the parties, the party who developed the concept or idea, which party provided guidance about the idea and the parties' desire to obtain a licensing agreement with a company who will manufacture and distribute a product borne from the concept. It also sets forth that upon entering into a licensing agreement the parties will form a corporation.

In regard to the corporation, the parties agree to enter into a shareholders' agreement, designate directors and agree to transfer of shares within certain perimeters. The agreement also contains optional provisions regarding S-Corp Election.

This Pre-Incorporation Agreement (Development of Concept) includes the following provisions:
  • Parties: Identifies the parties entering into this agreement and that one party conceived the idea, the other provided counsel and expertise and both have decided to exploit the idea together;
  • Corporate Formation/Subscription: The parties agree to incorporate under a mutually agreeable name, number of shares to be authorized and that both parties shall subscribe to purchase a specific number of shares;
  • Formation of S Corporation: This agreement contains optional provisions regarding the formation and election of a S Corporation;
  • Stock Certificate: Sets out the specific language which should be placed on any and all stock certificates of the corporation;
  • Signature: Both parties must sign this agreement.

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This attorney-prepared packet contains:
  1. General Information
  2. Instructions and Checklist
  3. Pre-Incorporation Agreement (Development of a Concept)
State Law Compliance: This form complies with the laws of all states

Preincorporation Agreement (Development of a Concept)

Product Details

Product Preincorporation Agreement (Development of a Concept)
Country United States
Pages 7
Dimensions Designed for Letter Size (8.5" x 11")
Printer compatibility Designed to print on all ink-jet and laser printers
Editable Yes (.doc, .wpd and .rtf)
Format Microsoft Word
Adobe PDF
Rich Text Format
Platform Windows Compatible
Mac Compatible
Linux Compatible
Availability In Stock. Instant Download
Usage Unlimited number of prints
Category Joint Venture Agreements
Product number #43633
Download time Less than 1 minute (approx.)
Document Access Via secret online address
Email with download links
Email with attachment upon request
Refund Policy 60 days, no-questions asked, 100% money back guarantee

Frequently Asked Questions

A Pre-Incorporation Agreement is a legal document that outlines the roles and responsibilities of parties who have developed a business concept and intend to form a corporation. It serves as a foundational agreement before the actual incorporation takes place.

This agreement is ideal for individuals or groups who have a business idea and want to formalize their partnership before incorporating. It is particularly useful for co-founders who need to clarify their contributions and expectations.

The agreement typically includes provisions regarding the identification of parties, corporate formation details, optional S Corporation election, stock certificate language, and signature requirements for both parties.

Yes, by clearly outlining the structure and share distribution, this agreement can enhance investor confidence and demonstrate a well-thought-out plan for the business, making it more attractive to potential investors.

Once the agreement is signed, the parties can proceed to form the corporation and enter into any necessary licensing agreements. It sets the stage for formalizing their business operations and governance.

Is This Form Right For You?

Use This Form If:

  • Individuals who have developed a unique business concept and seek to formalize their partnership can utilize this Pre-Incorporation Agreement to outline their roles and responsibilities before forming a corporation. This ensures clarity and legal protection as they move forward with their business idea.
  • Situations requiring a clear delineation of ownership and responsibilities among co-founders can benefit from this agreement. By specifying each party's contributions and expectations, the agreement helps prevent disputes and misunderstandings during the initial stages of business development.
  • For those looking to enter into a licensing agreement with a manufacturer, this form serves as a foundational document that establishes the intent to form a corporation upon securing such an agreement. It provides a structured approach to collaboration and future corporate governance.
  • Entrepreneurs planning to create an S Corporation can use this agreement to include optional provisions that facilitate the election process. This is particularly useful for small business owners who want to take advantage of tax benefits associated with S Corporations.
  • Startups aiming to attract investors may find this agreement essential as it lays the groundwork for a formal business entity. By clearly defining the structure and share distribution, it can enhance investor confidence and facilitate future funding opportunities.

Do Not Use If:

  • – This form is not appropriate for individuals who are not ready to commit to a business partnership. If parties are still in the exploratory phase of their concept, a less formal agreement may be more suitable.
  • – Situations where the parties have already incorporated a business should not use this agreement, as it is specifically designed for pre-incorporation scenarios. Existing corporations should utilize different governance documents.
  • – If the parties do not have a clear concept or idea to develop, this agreement would not be applicable. It is essential to have a defined business idea before formalizing a partnership.
  • – For those who are seeking to enter into a partnership without the intention of forming a corporation, this agreement may not be suitable. Alternative partnership agreements would be more appropriate in such cases.

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