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Pre-Incorporation Agreement

This Pre-Incorporation Agreement is used by founders to define their rights, responsibilities, and equity distribution before formally registering a company. It ensures clear understanding and legal standing for all parties involved in the formation of a new business.

Updated 15d ago
pre-incorporation agreementfounder agreementstartupequityshareholderssouthern africa

Company Letterhead

{{company_name}}

{{company_address}}

Phone: {{phone}}

Email: {{email}}

Website: {{website}}

PRE-INCORPORATION AGREEMENT

This Pre-Incorporation Agreement ("Agreement") is made and entered into on this {{date_of_agreement}} day of {{month}}, {{year}}, by and between the undersigned individuals (hereinafter collectively referred to as "Founders" and individually as "Founder").

1. Purpose of the Agreement

The Founders intend to incorporate a private company under the laws of {{jurisdiction}} (the "Company") with the primary business of {{description_of_business}}. This Agreement sets forth the understanding and agreement between the Founders regarding the formation, operation, and initial ownership of the Company prior to and immediately following its incorporation.

2. Company Name and Registered Office

The proposed name of the Company shall be "{{proposed_company_name}}" or such other name as the Founders may mutually agree upon and as may be available for registration. The initial registered office of the Company shall be at {{registered_office_address}}.

3. Share Capital and Initial Shareholding

The authorised share capital of the Company shall be {{authorised_share_capital}} divided into {{number_of_shares}} ordinary shares of no par value. Upon incorporation, the initial shareholding of the Founders shall be as follows:

- {{founder_1_name}}: {{founder_1_shares}} ordinary shares ({{founder_1_percentage}}%)

- {{founder_2_name}}: {{founder_2_shares}} ordinary shares ({{founder_2_percentage}}%)

- {{founder_n_name}}: {{founder_n_shares}} ordinary shares ({{founder_n_percentage}}%)

The Founders agree to subscribe for their respective shares at a subscription price of {{subscription_price}} per share.

4. Founder Contributions and Responsibilities

Each Founder agrees to contribute to the Company as follows:

- {{founder_1_name}}: {{founder_1_contribution_description}} (e.g., initial capital of {{founder_1_capital_contribution}}, intellectual property, services, etc.)

- {{founder_2_name}}: {{founder_2_contribution_description}}

- {{founder_n_name}}: {{founder_n_contribution_description}}

The Founders' initial responsibilities shall include, but not be limited to:

- {{founder_1_name}}: {{founder_1_initial_responsibilities}}

- {{founder_2_name}}: {{founder_2_initial_responsibilities}}

- {{founder_n_name}}: {{founder_n_initial_responsibilities}}

5. Management and Decision Making

Pending the formal appointment of directors and adoption of a Memorandum of Incorporation, all major decisions relating to the Company's formation and initial operations shall be made by unanimous consent of the Founders. Major decisions include, but are not limited to, material contracts, significant expenditures exceeding {{major_decision_threshold_amount}}, and changes to the Company's core business.

6. Expenses and Liabilities

All reasonable and documented expenses incurred by the Founders in connection with the formation and initial operation of the Company prior to its incorporation shall be reimbursed by the Company upon its incorporation. The Founders agree to share any liabilities incurred in connection with the pre-incorporation activities in proportion to their initial shareholding, unless otherwise agreed in writing.

7. Intellectual Property

All intellectual property developed by the Founders in connection with the Company's business prior to and during the term of this Agreement shall be assigned to and owned by the Company upon its incorporation, unless expressly agreed otherwise in writing. Each Founder agrees to execute all necessary documents to effect such assignment.

8. Confidentiality

Each Founder agrees to keep confidential all proprietary and confidential information relating to the Company's business, finances, and operations, both during the term of this Agreement and indefinitely thereafter. This obligation of confidentiality shall survive the termination of this Agreement.

9. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of {{governing_law_jurisdiction}}.

SIGNATURES

IN WITNESS WHEREOF, the Founders have executed this Agreement as of the date first written above.

_____________________________

{{founder_1_name}}

ID Number: {{founder_1_id_number}}

_____________________________

{{founder_2_name}}

ID Number: {{founder_2_id_number}}

_____________________________

{{founder_n_name}}

ID Number: {{founder_n_id_number}}

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