Checklist Pre-Incorporation Agreement

Company Letterhead

{{company_name}}

{{company_address}}

Phone: {{phone}}

Email: {{email}}

Website: {{website}}

1. Founders and Ownership Structure

1.1. Identification of Founders: {{founder_names}}

1.2. Equity Ownership Percentage: Each founder's proposed percentage of shares. {{founder_equity_breakdown}}

1.3. Type of Shares: Common, preferred, or other classes. {{share_types}}

1.4. Vesting Schedule (if any): Details of equity vesting over time. {{vesting_schedule_details}}

1.5. Initial Capital Contribution: Monetary and non-monetary contributions by each founder. {{initial_capital_contribution}}

2. Company Name and Details

2.1. Proposed Company Name(s): {{proposed_company_names}}

2.2. Legal Form: Eg. Private Limited Company, Close Corporation. {{legal_form}}

2.3. Registered Address: {{registered_address}}

2.4. Business Objectives/Activities: {{business_objectives}}

3. Management and Roles

3.1. Initial Board of Directors: Names and roles. {{board_members_roles}}

3.2. Key Management Personnel: Non-director roles and responsibilities. {{management_personnel_roles}}

3.3. Compensation and Benefits: Initial salaries, benefits, and founder draw. {{compensation_benefits}}

3.4. Decision-Making Authority: How key decisions will be made (e.g., majority vote, unanimous consent). {{decision_making_process}}

4. Intellectual Property

4.1. Existing IP Contributions: Any intellectual property brought into the company by founders. {{existing_ip_contributions}}

4.2. Future IP Ownership: Agreement that all IP developed for the company shall be company property. {{future_ip_ownership_agreement}}

4.3. Assignment of IP Rights: Confirmation that all necessary assignments will be executed. {{ip_assignment_confirmation}}

5. Funding and Finances

5.1. Initial Funding Requirements: Estimated capital needed for launch. {{initial_funding_requirements}}

5.2. Source of Initial Funding: Founder contributions, loans, external investors. {{source_of_initial_funding}}

5.3. Bank Accounts: Proposed banking institution and account setup. {{bank_account_details}}

5.4. Accounting and Auditing: Agreement on initial accounting practices and audit requirements. {{accounting_auditing_agreement}}

6. Operational Agreements

6.1. Roles and Responsibilities: Detailed breakdown of each founder's duties. {{founder_roles_responsibilities}}

6.2. Working Hours and Commitment: Expectations for dedicated time to the business. {{working_hours_commitment}}

6.3. Exit Strategy for Founders: Provisions for founders leaving the company (e.g., buyback clauses, rights of first refusal). {{founder_exit_strategy}}

7. Legal and Regulatory Compliance

7.1. Statutory Compliance: Understanding of relevant company laws (e.g., Companies Act in South Africa). {{statutory_compliance_notes}}

7.2. Licensing and Permits: Identification of necessary business licenses and permits. {{licenses_permits_required}}

7.3. Tax Registration: Plan for VAT, PAYE, and corporate income tax registration. {{tax_registration_plan}}

7.4. Confidentiality and Non-Disclosure: Agreement to protect proprietary information. {{confidentiality_non_disclosure_agreement}}

8. Dispute Resolution

8.1. Mediation Clause: Agreement to attempt mediation for disputes. {{mediation_clause_details}}

8.2. Arbitration Clause: Agreement to enter binding arbitration if mediation fails. {{arbitration_clause_details}}

8.3. Governing Law: The jurisdiction whose laws will govern the agreement. {{governing_law_jurisdiction}}

9. Timeline and Milestones

9.1. Incorporation Date Target: {{incorporation_date_target}}

9.2. Key Pre-incorporation Milestones: (e.g., business plan finalization, legal review). {{pre_incorporation_milestones}}

9.3. Responsible Parties: Who is responsible for each milestone. {{responsible_parties}}

Signature Block

AGREED AND ACCEPTED BY THE UNDERSIGNED FOUNDERS:

___________________________

{{founder_name_1}}

Date: {{date_1}}

___________________________

{{founder_name_2}}

Date: {{date_2}}

(Add more founder signature blocks as necessary)