[{"data":1,"prerenderedAt":463},["ShallowReactive",2],{"document-checklist-pre-incorporation-agreement-D1006":3},{"document":4,"label":23,"preview":11,"thumb":24,"description":5,"descriptionCustom":6,"apiDescription":5,"pages":8,"extension":10,"parents":25,"breadcrumb":29,"related":35,"customDescModule":176,"customdescription":6,"mdFm":177,"mdProseHtml":462},{"description":5,"descriptionCustom":6,"label":7,"pages":8,"size":9,"extension":10,"preview":11,"thumb":12,"svgFrame":13,"seoMetadata":14,"parents":15,"keywords":22},"CHECKLIST for complete contracts terms Not all items are relevant in all contractual situations In some situations, other provisions may be appropriate that are not listed below The following checklist is, however, a basic and general guide as to what provisions it may be important to include, or at least consider, in the business contracts that you enter into This document is not intended to substitute for legal advice nor legal wording provided by a competent advisor in the relevant legal jurisdiction Parties Names Addresses Number of shares subscribed by each Cash Property Description Valuation Size of loan to be made by each Terms Interest Maturity Incorporation agreement Agreement to form corporation State of incorporation Additional states for qualification Name Substitute if unavailable General purposes and powers All lawful purposes Special purposes and powers Principal office Capitalization Classes of stock (Series & Number of authorized shares) Par or no-par value Preemptive rights Preferences of classes Dividends (Cumulative or non-cumulative) Redemption rights Voting powers of classes For directors For ordinary actions of corporation For extraordinary actions of corporation Debt capital Amount Terms Lender(s) Directors and officers Number of directors Names of first directors Number and titles of officers Names of first officers to be elected Implementation of agreement",null,"Checklist Pre-Incorporation Agreement","3",56,"doc","https://templates.business-in-a-box.com/imgs/1000px/checklist_pre-incorporation-agreement-D1006.png","https://templates.business-in-a-box.com/imgs/250px/1006.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#1006.xml",{"title":6,"description":6},[16,19],{"label":17,"url":18},"Legal Agreements","/templates/business-legal-agreements/",{"label":20,"url":21},"Incorporation Agreements","/templates/incorporation-agreement/","checklist pre incorporation agreement","Checklist Pre-Incorporation Agreement Template","https://templates.business-in-a-box.com/imgs/400px/1006.png",[26,16,19],{"label":27,"url":28},"Templates","/templates/",[30,31,32],{"label":27,"url":28},{"label":17,"url":18},{"label":33,"url":34},"Incorporation & Bylaws","/templates/incorporation-and-bylaws/",[36,40,44,48,52,56,60,64,68,72,76,80,84,100,114,129,143,161],{"label":37,"url":38,"thumb":39,"extension":10},"Pre-Incorporation Agreement","/template/pre-incorporation-agreement-D1013","https://templates.business-in-a-box.com/imgs/250px/1013.png",{"label":41,"url":42,"thumb":43,"extension":10},"Pre-Incorporation Designation of Directors","/template/pre-incorporation-designation-of-directors-D1014","https://templates.business-in-a-box.com/imgs/250px/1014.png",{"label":45,"url":46,"thumb":47,"extension":10},"Checklist Pre-Employment","/template/checklist-pre-employment-D567","https://templates.business-in-a-box.com/imgs/250px/567.png",{"label":49,"url":50,"thumb":51,"extension":10},"Checklist Pre-Layoff","/template/checklist-pre-layoff-D505","https://templates.business-in-a-box.com/imgs/250px/505.png",{"label":53,"url":54,"thumb":55,"extension":10},"Articles of Incorporation","/template/articles-of-incorporation-D998","https://templates.business-in-a-box.com/imgs/250px/998.png",{"label":57,"url":58,"thumb":59,"extension":10},"Certificate of Incorporation","/template/certificate-of-incorporation-D1005","https://templates.business-in-a-box.com/imgs/250px/1005.png",{"label":61,"url":62,"thumb":63,"extension":10},"Articles of Incorporation Not for Profit Organization","/template/articles-of-incorporation-not-for-profit-organization-D999","https://templates.business-in-a-box.com/imgs/250px/999.png",{"label":65,"url":66,"thumb":67,"extension":10},"Checklist Partnership Agreement","/template/checklist-partnership-agreement-D1233","https://templates.business-in-a-box.com/imgs/250px/1233.png",{"label":69,"url":70,"thumb":71,"extension":10},"Checklist Website Hosting Agreement","/template/checklist-website-hosting-agreement-D770","https://templates.business-in-a-box.com/imgs/250px/770.png",{"label":73,"url":74,"thumb":75,"extension":10},"Checklist Co-Branding Agreement","/template/checklist-co-branding-agreement-D745","https://templates.business-in-a-box.com/imgs/250px/745.png",{"label":77,"url":78,"thumb":79,"extension":10},"Checklist Basic Franchise Agreement Terms","/template/checklist-basic-franchise-agreement-terms-D109","https://templates.business-in-a-box.com/imgs/250px/109.png",{"label":81,"url":82,"thumb":83,"extension":10},"Checklist Software License Agreement Provisions","/template/checklist-software-license-agreement-provisions-D782","https://templates.business-in-a-box.com/imgs/250px/782.png",{"description":85,"descriptionCustom":6,"label":86,"pages":87,"size":88,"extension":10,"preview":89,"thumb":90,"svgFrame":91,"seoMetadata":92,"parents":94,"keywords":93,"url":99},"SHAREHOLDERS AGREEMENT This Shareholders Agreement (the \"Agreement\") is made and effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Company\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [FIRST SHAREHOLDER NAME] (the \"First Shareholder\"), an individual with his main address located at OR a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [SECOND SHAREHOLDER NAME] (the \"Second Shareholder\"), an individual with his main address located at OR a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [THIRD SHAREHOLDER NAME] (the \"Third Shareholder\"), an individual with his main address located at OR a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WITNESSETH: WHEREAS, the present distribution of shares of the Company is as follows: Name Number of Shares WHEREAS, in order to insure the harmonious and successful management and control of the Company, and to provide for an orderly and fair disposition of shares of common stock of the Company now or hereafter owned by any Shareholder; NOW, THEREFORE, in consideration of the mutual promises of the parties hereto, and intending to be legally bound, the parties hereby agree as follows: Definitions and organisation of the company \"Offering Shareholder\" means any Shareholder, or his personal representatives, heirs, administrators, and executors, as the case may be, who pursuant to this Agreement must or does offer all or any of his Shares to the Company or the Continuing Shareholders. \"Continuing Shareholders\" means all Shareholders other than an Offering Shareholder. \"Shares\" means shares of Common Stock of the Company now or hereafter owned by any Shareholder. \"Buyer\" means the Company or those Continuing Shareholders who purchase an Offering Shareholder's Shares pursuant to this Agreement. \"Management Shareholder\" means First Shareholder, Second Shareholder and Third Shareholder. ORGANISATION OF THE COMPANY The affairs of the Company will be managed by a board of [NUMBER] directors unless changed by a unanimous Directors' Resolution. The present directors of the Company are [DIRECTORS' NAMES]. It is agreed that [SHAREHOLDERS' NAMES] shall each be entitled to elect one director to the board of directors of the Company so long as each is a Shareholder. Two (2) directors shall constitute a quorum for the transaction of any business at any meeting of the board of directors. At all meetings of the board of directors, every motion to be carried must receive a majority of the votes cast, subject to the provisions of subparagraphs 2.4 and 2.5. Unless otherwise agreed, board meetings will be held at the head office of the Company. In the event that a nominee to the Board of one of the Shareholders shall fail to vote and act as a director to carry out the provisions of this agreement, then the shareholders agree to exercise their right as shareholders of the Company and in accordance with the Articles of the Company to remove such nominee from the Board and to elect in the place or stead thereof such individual who will use his/her best efforts to carry out the provisions of this agreement but only in the event that the Shareholder whose nominee has been removed fails to appoint a successor within a period of fourteen days from the date such nominee has been removed. The election, appointment and determination of officers and the auditors and advisors of the Company, the defining of their duties and functions and the salaries and remuneration to be paid to them will be a function of the board of directors. Until changed by the board of directors, the Officers of the Company and their annual salaries shall be: Office Held: Director: [NAME] [SALARY] Secretary: [NAME] [SALARY] All direct out-of-pocket expenses will be reimbursed provided these falls within guidelines set out by the Board of Directors from time to time. Until otherwise agreed, each officer of the Company will commit to spending his/her full time on the affairs of the Company. Until changed by the board of directors, the auditors and advisors of the Company shall be: Auditor: Legal Advisors: There shall be kept, in such bank or banks (including trust companies) as may be determined by the board of directors, bank accounts of the Company in which shall be deposited all monies received by the Company in the course of carrying on business from time to time. All payments on account of the Company shall be made by cheques drawn on the bank account and all cheques, drafts or other instruments drawn and made for the purposes of the business of the Company shall be executed by such directors, officers or employees as may from time to time be authorized so to do by the board of directors. Subject to paragraph 2.6, all decisions relating to the management and control of the business of the Company shall be determined by the board of directors of the Company, provided always that the following matters shall be determined by a Special Directors' Resolution: any capital expenditures greater than xxxx; any lease commitments greater than xxxx; the acquisition of any business interests by the Company; the elections of officers of the Company; the payment of any cash dividends or stock dividends to Shareholders of the Company; the issuance of any debt obligations of the Company; the disposal of the whole or any part of the business, undertaking, or assets of the Company outside the normal course of business of the Company the transfer of any shares of the Company; changes or variations in the objects or powers of the Company; the liquidation or winding up of the Company; the approval of any contracts or transactions outside the normal course of business; the execution of any contract involving a consideration greater than xxxx within the normal course of business; the lending of money by the Company; the guarantee by the Company of the debts or obligations of any other person, firm or body corporate; any non-budgeted expenditures greater than xxxx; business plan and/or budgets. The following decisions shall be determined by a Unanimous Directors' Resolution: alterations, variations or changes to the authorized or issued capital of the Company; the salaries and bonuses of officers and directors of the Company; the issue, redemption or purchase of any Shares; and changes in the number of directors of the Company The Shareholders may pledge any of their Shares as security for any borrowings by them provided the pledgee executes an agreement, in writing, providing that the pledgee shall be subject to all of the terms of this Agreement. The board of directors shall meet at least four times during each fiscal year of the Company. Any director can call a meeting provided 10 days notice is given. Notice may be waived. During the first year from the date of this agreement, the board of directors shall meet on a monthly basis. Directors may elect to attend a board meeting by telephone conference call. Each Shareholder shall, for so long as s/he is the owner of shares of the Company devote such of his/her business, time and energy as may be reasonably required to carry on the business of the Company and the Shareholder shall use his/her best efforts, skill and abilities to promote the interests of the Company. Each Shareholder agrees that he/she will not engage, without the consent of the other Shareholders, in a business which is directly competitive to that of the Company. Purchase for Investment","Shareholders Agreement","16",513,"https://templates.business-in-a-box.com/imgs/1000px/shareholders-agreement-D1016.png","https://templates.business-in-a-box.com/imgs/250px/1016.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#1016.xml",{"title":93,"description":6},"shareholders agreement",[95,97],{"label":17,"url":96},"business-legal-agreements",{"label":20,"url":98},"incorporation-agreement","/template/shareholders-agreement-D1016",{"description":101,"descriptionCustom":6,"label":102,"pages":103,"size":104,"extension":10,"preview":105,"thumb":106,"svgFrame":107,"seoMetadata":108,"parents":109,"keywords":112,"url":113},"LIMITED LIABILITY COMPANY OPERATING AGREEMENT This Limited Liability Company Operating Agreement is entered into as of the [DATE], BETWEEN: [INDIVIDUAL NAMES] (the \"Managing Members\"), an individual with his main address located at OR a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [COMPANY NAME] (the \"Non-Managing Members\"), an individual with his main address located at OR a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] The Managing Members and the Non-Managing Members are referred to herein collectively as the \"Members\". The Members have formed the Company by causing a Certificate of Formation (the \"Certificate\") conforming to the requirements of the [STATE] Revised Limited Liability Company Act (the \"Act\") to be filed in the Office of the Secretary of State for the State of [STATE]. NAME, PURPOSE AND PRINCIPAL OFFICE OF COMPANY Name The name of the Company is [COMPANY NAME], LLC. The affairs of the Company shall be conducted under such name or such other name as the Managing Members may, in their discretion, determine. [COMPANY NAME] hereby grants the Company the right, at no cost, to use the [SPECIFY] name for the term of the Company as set forth in Article [SPECIFY] hereof. Agreement In consideration of the mutual covenants herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Members executing this Agreement hereby agree to the terms and conditions of this Agreement, as it may be amended from time to time. It is the express intention of the Members that this Agreement shall be the sole statement of agreement among them, and, except to the extent a provision of this Agreement expressly incorporates matters by express reference, this Agreement shall govern even when inconsistent with or different from the provisions of the Act or any other provision of law. Purpose; Powers Purpose. The primary purpose of the Company is to act as the general partner of [COMPANY NAME] (the \"Fund\"). Powers. Subject to all of the terms and provisions hereof, the Company shall have all powers necessary, suitable or convenient for the accomplishment of the purpose of the Company, including, without limitation, the following: to purchase, sell, invest and trade in securities of every kind, including, without limitation, capital stock, limited partnership interests, bonds, notes, debentures, securities convertible into other securities, trust receipts and other obligations, instruments or evidences of indebtedness, as well as in rights, warrants and options to purchase securities; to make and perform all contracts and engage in all activities and transactions necessary or advisable to [SPECIFY] out the purposes of the Company, including, without limitation, the purchase, sale, transfer, pledge and exercise of all rights, privileges and incidents of ownership or possession with respect to any Company asset or liability; the borrowing or lending of money and the securing of payment of any Company obligation by hypothecation or pledge of, or grant of a security interest in, Company assets; and the guarantee of or becoming surety for the debts of others; and otherwise to have all the powers available to it as a limited liability company under the Act. Registered Office and Agent The initial address of the Company registered office in [STATE] is, and its initial agent at such address for service of process is Incorporating Services Limited. The Managing Members may change the registered office and agent for service of process as they from time to time may determine. Principal Office The principal office of the Company shall initially be located at [ADDRESS]. The Managing Members may change the location of the principal office of the Company at any time. Definitions Additional Members. This term shall have the meaning ascribed to it in Paragraph 3.2. Affiliate. With reference to any person, any other person controlling, controlled by or under direct or indirect common control with such person. Agreement. This Operating Agreement of [COMPANY NAME], a [STATE] limited liability company. Assignee. This term shall have the meaning ascribed to it in Paragraph [NUMBER]. Bankruptcy. A person or entity shall be deemed bankrupt if: any proceeding is commenced against such person or entity as debtor for any relief under bankruptcy or insolvency laws, or laws relating to the relief of debtors, reorganizations, arrangements, compositions or extensions and such proceeding is not dismissed within [NUMBER] days after such proceeding has commenced, or such person or entity commences any proceeding for relief under bankruptcy or insolvency laws or laws relating to the relief of debtors, reorganizations, arrangements, compositions or extensions. Book Value. This term shall have the meaning ascribed to it in Paragraph 6.2(a). Capital Account. This term shall have the meaning ascribed to it in Paragraph 6.2(b). Capital Commitment. This term shall have the meaning ascribed to it in Paragraph 5.1. Capital Contribution. This term shall have the meaning ascribed to it in Paragraph 5.1(b). [SPECIFY]. The Company [PERCENTAGE] carried interest in the income of the Fund. Certificate. The Certificate of Formation of [COMPANY NAME], a [STATE] limited liability company. Code. [SPECIFY YOUR COUNTRY INTERNAL REVENUE ACT/CODE/LAW], as amended from time to time (and any corresponding provisions of succeeding law). Defaulting Member. This term shall have the meaning ascribed to it in Paragraph 5.4(a). Fiscal Quarter. This term shall have the meaning ascribed to it in Paragraph 6.2(c). Fiscal Year. This term shall have the meaning ascribed to it in Paragraph 6.2(d). Management Fee. The management fee receivable by the Company from the Fund. Net Income or Net Loss. This term shall have the meaning ascribed to it in Paragraph 6.2(e). Percentage Interest. This term shall have the meaning ascribed to it in Paragraph [NUMBER]. Sale or Exchange. This term shall have the meaning ascribed to it in Paragraph [NUMBER]. Securities Act. [YOUR COUNTRY ACT/CODE/LAW] as amended from time to time. Securities. Securities of every kind and nature and rights and options with respect thereto, including stock, notes, bonds, debentures, evidences of indebtedness and other business interests of every type, including interests in partnerships, joint ventures, proprietorships and other business entities. TMP. This term shall have the meaning ascribed to it in Paragraph 13.16. Termination Date. This term shall have the meaning ascribed to it in Paragraph 2.1. Treasury Regulations. The Income Regulations promulgated under the Code, as such Regulations may be amended from time to time (including corresponding provisions of succeeding Regulations). TERM AND TERMINATION OF THE COMPANY Term The term of the Company shall continue until [NUMBER] year after the dissolution of the Fund unless sooner terminated as provided in Paragraph 2.2 or by operation of law or extended as provided in Paragraph 2.3. The last day of the term of the Company, as such may be extended as provided herein, is referred to herein as the \"Termination Date.\" Termination The Company shall terminate prior to the end of the period specified in Paragraph 2.1 at the election of the Managing Members. The Managing Members shall deliver notice of such termination to the Non-Managing Members. Extension of Term The term of the Company may be extended by the Managing Members. The Managing Members shall provide notice of any such extension to the Non-Managing Members. INITIAL MEMBERS; CHANGES IN MEMBERSHIP Name and Address The persons listed on Exhibit A are hereby admitted as Members of the Company","LLC Operating Agreement","21",207,"https://templates.business-in-a-box.com/imgs/1000px/llc-operating-agreement-D5209.png","https://templates.business-in-a-box.com/imgs/250px/5209.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#5209.xml",{"title":6,"description":6},[110,111],{"label":17,"url":96},{"label":20,"url":98},"llc operating agreement","/template/llc-operating-agreement-D5209",{"description":115,"descriptionCustom":6,"label":116,"pages":117,"size":88,"extension":10,"preview":118,"thumb":119,"svgFrame":120,"seoMetadata":121,"parents":123,"keywords":122,"url":128},"PARTNERSHIP AGREEMENT This Partnership Agreement (\"Agreement\") is made and effective this [Date], BETWEEN: [YOUR COMPANY NAME] (the \"First Partner\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [SECOND PARTNER NAME] (the \"Second Partner\"), an individual with his main address located at OR a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] RECITALS Partners desire to join together for the pursuit of common business goals. Partners have considered various forms of joint business enterprises for their business activities. Partners desire to enter into a partnership agreement as the most advantageous business form for their mutual purposes. The parties hereto agree to form a limited partnership (the \"Partnership\") under [LAW, CODE OR ACT]. In consideration of the mutual promises contained in this agreement, partners agree as follows: NAME AND DOMICILE The name of the partnership shall be [name]. The principal place of business shall be at [address], [city], [state/province], unless relocated by consent of the partners. Purposes Subject to the limitations set forth in this Agreement, the purposes of the Partnership are to engage in the business of [DESCRIBE ACTIVITIES]; and to conduct other activities as may be necessary or incidental to or desirable in connection with the foregoing. DURATION OF AGREEMENT The term of this agreement shall be for [number] years, commencing on [date], and terminating on [date], unless sooner terminated by mutual consent of the parties or by operation of the provisions of this agreement. CLASSIFICATION AND PERFORMANCE BY PARTNERS Partners shall be classified as active partners, advisory partners, or estate partners. An active partner may voluntarily become an advisory partner, may be required to become one irrespective of age, and shall automatically become one after attaining the age of [age] years, and in each case shall continue as such for [number] years unless the partner sooner withdraws or dies. If an active partner dies, the partner's estate will become an estate partner for [number] years. If an advisory partner dies within [Number] years of having become an advisory partner, the partner will become an estate partner for the balance of the [number]-year period. Only active partners shall have any vote in any partnership matter. At the time of the taking effect of this partnership agreement, all the partners shall be active partners except [name] and [name], who shall be advisory partners. An active partner, after attaining the age of [age] years, or prior to that age if the [executive committee or as the case may be] with the approval of [two-thirds or as the case may be] of all the other active partners determines that the reason for the change in status is bad health, may become an advisory partner at the end of any calendar month on giving [number] calendar months' prior notice in writing of the partner's intention to do so. The notice shall be deemed to be sufficient if sent by registered mail addressed to the partnership at its principal office at [address], [city], [state/province] not less than [number] calendar months prior to the date when the change is to become effective. Any active partner may at any age be required to become an advisory partner at any time if the [executive committee or as the case may be] with the approval of [two-thirds or as the case may be] of the other active partners shall decide that the change is for any reason in the best interests of the partnership, provided notice of the decision shall be given in writing to the partner. The notice shall be signed by the [chairman or as the case may be] of the [executive committee or as the case may be] or, in the event of his or her being unable to sign at the time, by another member of the [executive committee or as the case may be]. The notice shall be served personally on the partner required to change his or her status or mailed by registered mail to the partner's last known address. Change of the partner's status shall become effective as of the date specified in the notice. Every active partner shall automatically and without further act become an advisory partner at the end of the fiscal year in which the partner's birthday occurs. In the event that an active partner becomes an advisory partner or dies, the partner or the partner's estate shall be entitled to the following payments at the following times: [describe] Each active partner shall apply all of the partner's experience, training, and ability in discharging the partner's assigned functions in the partnership and in the performance of all work that may be necessary or advantageous to further the business interests of the partnership. CONTRIBUTION Each partner shall contribute [amount] on or before [date] to be used by the partnership to establish its capital position. Any additional contribution required of partners shall only be determined and established in accordance with Article Nineteen. MANAGEMENT OF THE PARTNERSHIP The Partnership shall be managed by [SPECIFY]. Subject to the limitations specifically contained in this Agreement, [PARTY MANAGING THE PARTNERSHIP] shall have the full, exclusive and absolute right, power and authority to manage and control the Partnership and the property, assets and business thereof. [PARTY MANAGING THE PARTNERSHIP] shall have all of the rights, powers and authority conferred by law or under other provisions of this Agreement. Without limiting the generality of the foregoing, such powers include the right on behalf of the Partnership, in [PARTY MANAGING THE PARTNERSHIP]' sole discretion, to: Acquire, purchase, renovate, improve, and own any property or assets necessary or appropriate or in the best interests of the business of the Partnership, and to acquire options for the purchase of any such property; Borrow money, issue evidences of indebtedness in connection therewith, refinance, increase the amount of, modify, amend or change the terms of, or extend the time for the payment of, any indebtedness or obligation of the Partnership, and secure such indebtedness by mortgage, deed of trust, pledge or other lien on Partnership assets; Sue on, defend or compromise any and all claims or liabilities in favor of or against the Partnership and to submit any or all such claims or liabilities to arbitration; File applications, communicate and otherwise deal with any and all governmental agencies having jurisdiction over, or in any way affecting, the Partnership's assets or any part thereof or any other aspect of the Partnership business; Retain services of any kind or nature in connection with the Partnership business, and to pay therefore such remuneration deem reasonable and proper; and Perform any and all other acts deem necessary or appropriate to the Partnership business. TRANSFER OF PARNERSHIP INTERESTS Restrictions on Transfer None of the Partners shall sell, assign, transfer, mortgage, encumber, or otherwise dispose of the whole or part of that Partner's interest in the Partnership, and no purchaser or other transferee shall have any rights in the Partnership as an assignee or otherwise with respect to all or any part of that Partnership interest attempted to be sold, assigned, transferred, mortgaged, encumbered, or otherwise disposed of, unless and to the extent that the remaining Partner(s) have given consent to such sale, assignment, transfer, mortgage, or encumbrance, but only if the transferee forthwith assumes and agrees to be bound by the provisions of this Agreement and to become a Partner for all purposes hereof, in which event, such transferee shall become a substituted partner under this Agreement.","Partnership Agreement","8","https://templates.business-in-a-box.com/imgs/1000px/partnership-agreement-D12551.png","https://templates.business-in-a-box.com/imgs/250px/12551.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12551.xml",{"title":122,"description":6},"partnership agreement",[124,125],{"label":17,"url":96},{"label":126,"url":127},"Partnership Agreements","partnership-agreement","/template/partnership-agreement-D12551",{"description":130,"descriptionCustom":6,"label":131,"pages":8,"size":88,"extension":10,"preview":132,"thumb":133,"svgFrame":134,"seoMetadata":135,"parents":137,"keywords":136,"url":142},"NON-DISCLOSURE AGREEMENT (NDA) This Non-Disclosure Agreement (the \"Agreement\") is made and effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Disclosing Party\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [RECEIVING PARTY NAME] (the \"Receiving Party\"), an individual with his main address located at OR a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS, Receiving Party has been or will be engaged in the performance of work on [DESCRIBE]; and in connection therewith will be given access to certain confidential and proprietary information; and WHEREAS, Receiving Party and Disclosing Party wish to evidence by this Agreement the manner in which said confidential and proprietary material will be treated. NOW, THEREFORE, it is agreed as follows: NON-DISCLOSURE OF CONFIDENTIAL INFORMATION Both Parties understand and agree that each Party may have access to the confidential information of the other party. For the purposes of this Agreement, \"Confidential Information\" means proprietary and confidential information about the Disclosing Party's (or it's suppliers') business or activities. Such information includes all business, financial, technical, and other information marked or designated by such Party as \"confidential\" or \"proprietary.\" Confidential Information also includes information which, by the nature of the circumstances surrounding the disclosure, ought in good faith to be treated as confidential. For the purposes of this Agreement, Confidential Information does not include: Information that is currently in the public domain or that enters the public domain after the signing of this Agreement. Information a Party lawfully receives from a third Party without restriction on disclosure and without breach of a non-disclosure obligation. Information that the Receiving Party knew prior to receiving any Confidential Information from the Disclosing Party. Information that the Receiving Party independently develops without reliance on any Confidential Information from the Disclosing Party. Each Party agrees that it will not disclose to any third Party or use any Confidential Information disclosed to it by the other Party except when expressly permitted in writing by the other Party. Each Party also agrees that it will take all reasonable measures to maintain the confidentiality of all Confidential Information of the other Party in its possession or control. TERM The term of this Agreement is [number] of [years/months] from the date of execution by both Parties. TITLE The Receiving Party agrees that all Confidential Information furnished by the Disclosing Party shall remain the sole property of the Disclosing Party. DISCLAIMER","Non Disclosure Agreement Nda","https://templates.business-in-a-box.com/imgs/1000px/non-disclosure-agreement-nda-D12692.png","https://templates.business-in-a-box.com/imgs/250px/12692.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12692.xml",{"title":136,"description":6},"non disclosure agreement nda",[138,139],{"label":17,"url":96},{"label":140,"url":141},"Confidentiality Agreements","confidentiality-agreement","/template/non-disclosure-agreement-nda-D12692",{"description":144,"descriptionCustom":6,"label":145,"pages":146,"size":88,"extension":10,"preview":147,"thumb":148,"svgFrame":149,"seoMetadata":150,"parents":152,"keywords":151,"url":160},"EMPLOYMENT AGREEMENT - AT WILL EMPLOYEE This Employment Agreement for \"At Will\" Employee (the \"Agreement\") is made and effective this [DATE], BETWEEN: [EMPLOYEE NAME] (the \"Employee\"), an individual with his main address at: [COMPLETE ADDRESS] AND: [YOUR COMPANY NAME] (the \"Corporation\"), an entity organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] RECITALS In consideration of the covenants and agreements herein contained and the moneys to be paid hereunder, the Corporation hereby employs the Employee and the Employee hereby agrees to perform services as an employee of the Corporation, on an \"at will\" basis, upon the following terms and conditions: APPOINTMENT The Employee is hereby employed by the Corporation to render such services and to perform such tasks as may be assigned by the Corporation. The Corporation may, in its sole discretion, increase or reduce the duties, or modify the title and job description, of the Employee from time to time, and any such increase, reduction or modification shall not be deemed a termination of this Agreement. ACCEPTANCE OF EMPLOYMENT Employee accepts employment with the Corporation upon the terms set forth above and agrees to devote all Employee's time, energy and ability to the interests of the Corporation, and to perform Employee's duties in an efficient, trustworthy and business-like manner. DEVOTION OF TIME TO EMPLOYMENT The Employee shall devote the Employee's best efforts and substantially all of the Employee's working time to performing the duties on behalf of the Corporation. The Employee shall provide services during the hours that are scheduled by the Corporation management. The Employee shall be prompt in reporting to work at the assigned time. NO CONFLICT OF INTEREST Employee shall not engage in any other business while employed by the Corporation. Employee shall not engage in any activity that conflicts with the Employees duties to the Corporation. Employee shall not provide any service or lend any aid or assistance to any party that competes with the services offered by the Corporation. Employee shall not provide any services to clients or prospective clients of the Corporation outside of the provision of services for the Corporation, whether such services are provided with or without compensation or remuneration. CORPORATION PROPERTY Employee acknowledges and agrees that while employed by the Corporation the Employee may be provided with use of computer equipment and other property of the Corporation. The use and possession of the such items shall be subject to any policies, requirements or restrictions established by the Corporation. Such items may only be used in performance of the Employee's duties for the corporation. On request of the Corporation, the Employee shall immediately deliver any such items to the Corporation. Upon termination of employment, Employee shall have the affirmative duty to return any such item to the Corporation whether a request is made or not. The obligation to return Corporation property shall extend and include any and all work product, client property, proprietary rights, intangible property, and all other property of the corporation regardless of the form or medium. COMPENSATION The Corporation shall pay the Employee such hourly compensation as determined by the Corporation. Payment shall be at the same time as the Corporations usual payroll to other employees. BONUS & BENEFITS Payment of any bonuses shall be at the complete discretion of the Corporation. No guarantee or representation that any bonuses will be paid has been made to the Employee. Standard benefits that are provided to other non-management employees shall be offered to the Employee, subject to the Corporation's policies and the terms and conditions of such benefits. WITHHOLDING All sums payable to Employee under this Agreement will be reduced by all federal, state, local, and other withholdings and similar taxes and payments required by applicable law. QUALIFICATIONS OF EMPLOYEE The employee shall satisfy all of the qualification that are established by the Corporation. TERM OF AGREEMENT There shall be no guaranteed term of employment. Employer acknowledges and agrees that Employee shall be an \"At Will\" Employee and that Employee's employment may be terminated at any time by the Corporation, with or without cause. FEES FROM EMPLOYEE'S WORK The Corporation shall have exclusive authority to determine the fees, or a procedure for establishing the fees, to be charged to clients by the Corporation for services that are provided by the Employee. All sums paid to the Employee or the Corporation in the way of fees, in cash or in kind, or otherwise for services of the Employee, shall, except as otherwise specifically agreed by the Corporation, be and remain the property of the Corporation and shall be included in the Corporation's name in such checking account or accounts as the Corporation may from time to time designate. CLIENTS AND CLIENT RECORDS The Corporation shall have the authority to determine who will be accepted as clients of the Corporation, and the Employee recognizes that such clients accepted are clients of the Corporation and not the Employee. All client records and files of any type concerning clients of the Corporation shall belong to and remain the property of the Corporation, notwithstanding the subsequent termination of the employment. POLICIES AND PROCEDURES The Corporation shall have the authority to establish from time to time the policies and procedures to be followed by the Employee in performing services for the Corporation. This may include, but is not necessarily limited to, employment policies, computer use policies, Internet access policies, email policies, and all other policies, procedures, directives, and mandates established by the Corporation, whether or not in written form or formally adopted. Employee shall abide by the provisions of any contract entered into by the Corporation under which the Employee provides services. Employee shall comply with the terms and conditions of any and all contracts entered by the Corporation. TERMINATION Employee acknowledges and agrees that Employee is an \"at will\" employee of the Corporation. As such, no term of employment is created hereby and employee may be terminated at any time in the sole discretion of the Corporation, whether there exists any cause for termination or not. CREATIONS AND INVENTIONS Employee acknowledges and agrees that any and all work product of the Employee that is conceived or created during the Employee's employment with the Corporation is the exclusive property of the Corporation. This shall include any and all copyrights, trade secrets, confidential information, patents, trademarks, trade dress, ideas, concepts, plans, business plans, business concepts, techniques, inventions, drawings, artwork, logos, graphics, web pages, databases, software, programs, CGI's, plug ins, applications, brochures, inventions, marketing plans and concepts, and all other ideas and work product of the Employee. The Employee acknowledges and agrees that all creations shall be \"works made for hire\" as defined in the [ACT OR CODE]. Notwithstanding the fact that this material may be considered to be a work made for hire, Employee agrees, during Employee's employment and thereafter, which covenant shall survive any termination of the employment relationship, to execute any and all documents requested by the Corporation to confirm the Corporation's ownership and control of all such material, including but not limited to assignments of copyright, confirmations of work for hire status, waivers of proprietary rights, copyright application, and any other documents requested by Corporation. RESTRICTIVE COVENANTS","Employment Agreement_At Will Employee","7","https://templates.business-in-a-box.com/imgs/1000px/employment-agreement_at-will-employee-D541.png","https://templates.business-in-a-box.com/imgs/250px/541.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#541.xml",{"title":151,"description":6},"employment agreement_at will employee",[153,156,159],{"label":154,"url":155},"Human Resources","human-resources",{"label":157,"url":158},"Hire an Employee","hire-employee",{"label":17,"url":96},"/template/employment-agreement_at-will-employee-D541",{"description":162,"descriptionCustom":6,"label":163,"pages":164,"size":165,"extension":10,"preview":166,"thumb":167,"svgFrame":168,"seoMetadata":169,"parents":170,"keywords":174,"url":175},"INDEPENDENT CONTRACTOR AGREEMENT This Independent Contractor Agreement (\"Agreement\") is made and effective [Date], BETWEEN: [INDEPENDENT CONTRACTOR NAME] (the \"Independent Contractor\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [YOUR COMPANY NAME] (the \"Company\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] RECITALS Independent Contractor is engaged in providing [Describe] business services, its Employer Tax I.D. Number is [Insert], and its Business License Number is [insert]. Independent Contractor has complied with all Federal, State, and local laws regarding business permits, sales permits, licenses, reporting requirements, tax withholding requirements, and other legal requirements of any kind that may be required to carry out said business and the Scope of Work which is to be performed as an Independent Contractor pursuant to this Agreement. Independent Contractor is or remains open to conducting similar tasks or activities for clients other than the Company and holds themselves out to the public to be a separate business entity. Company desires to engage and contract for the services of the Independent Contractor to perform certain tasks as set forth below. Independent Contractor desires to enter into this Agreement and perform as an independent contractor for the company and is willing to do so on the terms and conditions set forth below. NOW, THEREFORE, in consideration of the above recitals and the mutual promises and conditions contained in this Agreement, the Parties agree as follows: TERMS This Agreement shall be effective commencing [Date], and shall continue until terminated at the completion of the Scope of Work which shall occur no later than [Date] or by either party as otherwise provided herein. STATUS OF INDEPENDENT CONTRACTOR This Agreement does not constitute a hiring by either party. It is the parties intentions that Independent Contractor shall have an independent contractor status and not be an employee for any purposes, including, but not limited to, [laws]. Independent Contractor shall retain sole and absolute discretion in the manner and means of carrying out their activities and responsibilities under this Agreement. This Agreement shall not be considered or construed to be a partnership or joint venture, and the Company shall not be liable for any obligations incurred by Independent Contractor unless specifically authorized in writing. Independent Contractor shall not act as an agent of the Company, ostensibly or otherwise, nor bind the Company in any manner, unless specifically authorized to do so in writing. TASKS, DUTIES, AND SCOPE OF WORK Independent Contractor agrees to devote as much time, attention, and energy as necessary to complete or achieve the following: [Describe]. The above to be referred to in this Agreement as the \"Scope of Work\". It is expected that the Scope of Work will completed by [Date]. Independent Contractor shall additionally perform any and all tasks and duties associated with the Scope of Work set forth above, including but not limited to, work being performed already or related change orders. Independent Contractor shall not be entitled to engage in any activities which are not expressly set forth by this Agreement. The books and records related to the Scope of Work set forth in this Agreement shall be maintained by the Independent Contractor at the Independent Contractor's principal place of business and open to inspection by Company during regular working hours. Documents to which Company will be entitled to inspect include, but are not limited to, any and all contract documents, change orders/purchase orders and work authorized by Independent Contractor or Company on existing or potential projects related to this Agreement. Independent Contractor shall be responsible to the management and directors of Company, but Independent Contractor will not be required to follow or establish a regular or daily work schedule. Supply all necessary equipment, materials and supplies. Independent Contractor will not rely on the equipment or offices of Company for completion of tasks and duties set forth pursuant to this Agreement. Any advice given Independent Contractors regarding the scope of work shall be considered a suggestion only, not an instruction. Company retains the right to inspect, stop, or alter the work of Independent Contractor to assure its conformity with this Agreement. ASSURANCE OF SERVICES Independent Contractor will assure that the following individuals (the \"Key Employees\") will be available to perform, and will perform, the Services hereunder until they are completed (identify by title and name as applicable): [Name of Key Employee, Title] [Name of Key Employee, Title] The Key Employees may be changed only with the prior written approval of the Company, which approval shall not be unreasonably withheld. COMPENSATION Independent Contractor shall be entitled to compensation for performing those tasks and duties related to the Scope of Work as follows: [Describe] Such compensation shall become due and payable to Independent Contractor in the following time, place, and manner: [Describe] NOTICE CONCERNING WITHHOLDING OF TAXES Independent Contractor recognizes and understands that it will receive a [specify tax] statement and related tax statements, and will be required to file corporate and/or individual tax returns and to pay taxes in accordance with all provisions of applicable Federal and State law. Independent Contractor hereby promises and agrees to indemnify the Company for any damages or expenses, including attorney's fees, and legal expenses, incurred by the Company as a result of independent contractor's failure to make such required payments. AGREEMENT TO WAIVE RIGHTS TO BENEFITS Independent Contractor hereby waives and foregoes the right to receive any benefits given by Company to its regular employees, including, but not limited to, health benefits, vacation and sick leave benefits, profit sharing plans, etc. This waiver is applicable to all non-salary benefits which might otherwise be found to accrue to the Independent Contractor by virtue of their services to Company, and is effective for the entire duration of Independent Contractor's agreement with Company. This waiver is effective independently of Independent Contractor's employment status as adjudged for taxation purposes or for any other purpose. Neither this Agreement, nor any duties or obligations under this Agreement may be assigned by either party without the consent of the other. TERMINATION This Agreement may be terminated prior to the completion or achievement of the Scope of Work by either party giving [number] days written notice. Such termination shall not prejudice any other remedy to which the terminating party may be entitled, either by law, in equity, or under this Agreement. NON-DISCLOSURE OF TRADE SECRETS, CUSTOMER LISTS AND OTHER PROPRIETARY INFORMATION Independent Contractor agrees not to disclose or communicate, in any manner, either during or after Independent Contractor's agreement with Company, information about Company, its operations, clientele, or any other information, that relate to the business of Company including, but not limited to, the names of its customers, its marketing strategies, operations, or any other information of any kind which would be deemed confidential, a trade secret, a customer list, or other form of proprietary information of Company. Independent Contractor acknowledges that the above information is material and confidential and that it affects the profitability of Company. ","Independent Contractor Agreement","6",62,"https://templates.business-in-a-box.com/imgs/1000px/independent-contractor-agreement-D160.png","https://templates.business-in-a-box.com/imgs/250px/160.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#160.xml",{"title":6,"description":6},[171],{"label":172,"url":173},"Consultant & Contractors","consulting-contractor-business","independent contractor agreement","/template/independent-contractor-agreement-D160",false,{"seo":178,"reviewer":189,"quick_facts":193,"at_a_glance":195,"personas":199,"variants":220,"glossary":243,"fields":272,"how_to_fill":318,"common_mistakes":354,"faqs":371,"industries":396,"comparisons":413,"diy_vs_pro":427,"related_template_ids_curated":440,"schema":449,"classification":451},{"meta_title":179,"meta_description":180,"primary_keyword":181,"secondary_keywords":182},"Checklist Pre Incorporation Agreement Template | BIB","Free pre-incorporation agreement checklist template. Track founder decisions on equity splits, roles, IP, and entity type before filing.","pre incorporation agreement checklist",[183,184,185,186,187,188],"pre incorporation checklist","founders agreement checklist","incorporation checklist template","pre incorporation agreement form","startup incorporation checklist","business formation checklist",{"name":190,"credential":191,"reviewed_date":192},"Bruno Goulet","CEO, Business in a Box","2026-05-02",{"difficulty":194,"legal_review_recommended":176,"signature_required":176},"easy",{"what_it_is":196,"when_you_need_it":197,"whats_inside":198},"A Checklist Pre Incorporation Agreement is a structured form that prompts co-founders and prospective shareholders to confirm, in writing, every key decision that must be resolved before filing articles of incorporation. This free Word download covers entity type, equity allocation, officer roles, IP assignment, and capital contributions — giving you a single reference sheet to hand off to your lawyer or accountant when the time comes.\n","Use it the moment two or more founders agree to start a venture together, before any entity is formally registered. It captures the agreements made at the kitchen table before those agreements become disputes in a boardroom.\n","Proposed entity type and jurisdiction, founder names and equity percentages, officer and director appointments, initial capital contributions, IP assignment confirmation, vesting schedule parameters, and a signature block for each founder acknowledging the agreed terms.\n",[200,204,208,212,216],{"title":201,"use_case":202,"icon_asset_id":203},"Co-founders","Documenting equity splits and roles before the first shareholder meeting","persona-startup-founder",{"title":205,"use_case":206,"icon_asset_id":207},"Startup lawyers","Gathering client decisions needed to draft incorporation documents","persona-lawyer",{"title":209,"use_case":210,"icon_asset_id":211},"Small business owners","Organizing partner decisions before registering a new LLC or corporation","persona-small-business-owner",{"title":213,"use_case":214,"icon_asset_id":215},"Accountants and bookkeepers","Capturing entity and capital structure details needed for tax setup","persona-accountant",{"title":217,"use_case":218,"icon_asset_id":219},"Incubator and accelerator managers","Standardizing pre-incorporation documentation across cohort companies","persona-accelerator-manager",[221,225,229,232,235,239],{"situation":222,"recommended_template":223,"slug":224},"Two or more founders splitting equity in a new corporation","Checklist Pre Incorporation Agreement","checklist-pre-incorporation-agreement-D1006",{"situation":226,"recommended_template":227,"slug":228},"Founders ready to formalize a binding founders agreement","Founders Agreement","founders-agreement-D12653",{"situation":230,"recommended_template":102,"slug":231},"Incorporating as a limited liability company (LLC)","llc-operating-agreement-D5209",{"situation":233,"recommended_template":86,"slug":234},"Documenting a shareholder structure post-incorporation","shareholders-agreement-D1016",{"situation":236,"recommended_template":237,"slug":238},"Assigning pre-existing IP to the new entity","IP Assignment Agreement","ip-sale-agreement-D964",{"situation":240,"recommended_template":241,"slug":242},"Issuing shares with vesting after incorporation","Stock Vesting Agreement","vesting-agreement-D12864",[244,246,248,251,254,257,260,263,266,269],{"term":37,"definition":245},"A written record of decisions made by co-founders before a legal entity is formally registered, covering equity, roles, and capital contributions.",{"term":53,"definition":247},"The legal filing submitted to a state or provincial authority to officially create a corporation.",{"term":249,"definition":250},"Equity Split","The percentage of ownership each founder receives in the new entity, typically expressed as a share count or percentage.",{"term":252,"definition":253},"Vesting Schedule","A timeline over which founders earn full ownership of their shares, typically 4 years with a 1-year cliff, to incentivize continued contribution.",{"term":255,"definition":256},"IP Assignment","The transfer of any intellectual property — code, designs, patents, or trade secrets — created by founders before incorporation to the new entity.",{"term":258,"definition":259},"Capital Contribution","Cash, property, or services each founder agrees to contribute to the company in exchange for their equity stake.",{"term":261,"definition":262},"Registered Agent","A person or company designated to receive official legal and government correspondence on behalf of the corporation.",{"term":264,"definition":265},"Par Value","The nominal minimum price assigned to each share of stock, often set at $0.0001 per share for early-stage corporations.",{"term":267,"definition":268},"Authorized Shares","The maximum number of shares a corporation is permitted to issue, as stated in its articles of incorporation.",{"term":270,"definition":271},"Cliff","The minimum period a founder must remain with the company before any vested shares are earned — typically 12 months in a standard vesting schedule.",[273,278,283,288,293,298,303,308,313],{"name":274,"plain_english":275,"sample_language":276,"common_mistake":277},"Proposed entity type and state of incorporation","Records whether the entity will be a C-corp, S-corp, LLC, or other structure, and which state or jurisdiction will be the legal home.","Entity Type: [C-CORPORATION / S-CORPORATION / LLC] | State of Incorporation: [STATE] | Target Filing Date: [DATE]","Leaving the entity type blank and defaulting to whatever the cheapest online filing service suggests — the choice has permanent tax and fundraising consequences.",{"name":279,"plain_english":280,"sample_language":281,"common_mistake":282},"Founder names and contact details","Lists each co-founder's legal name, address, and contact information as it will appear in official filings.","Founder 1: [FULL LEGAL NAME] | Address: [ADDRESS] | Email: [EMAIL] | Role: [TITLE]","Using nicknames or email handles instead of legal names — discrepancies between the checklist and the articles of incorporation create amendment delays.",{"name":284,"plain_english":285,"sample_language":286,"common_mistake":287},"Equity allocation and share counts","Specifies the percentage or share count each founder receives and the total authorized share pool.","[FOUNDER NAME]: [X]% / [X SHARES] | [FOUNDER NAME]: [X]% / [X SHARES] | Total Authorized: [X,000,000] shares at $[PAR VALUE] par value","Allocating equity verbally without writing it down here — verbal equity agreements are the single most common source of founder disputes at the 18-month mark.",{"name":289,"plain_english":290,"sample_language":291,"common_mistake":292},"Vesting schedule parameters","Defines the length of the vesting period, cliff date, and whether unvested shares are subject to repurchase on departure.","Vesting Period: [4] years | Cliff: [12] months | Acceleration: [Single / Double trigger / None] | Repurchase right: [Yes / No]","Skipping vesting entirely for equal co-founders — if one founder leaves in Year 1, unvested-share repurchase rights are the only mechanism to reclaim their equity.",{"name":294,"plain_english":295,"sample_language":296,"common_mistake":297},"Initial capital contributions","Records each founder's agreed cash, property, or sweat-equity contribution and the timeline for delivery.","[FOUNDER NAME]: $[AMOUNT] cash by [DATE] | [FOUNDER NAME]: [DESCRIPTION OF PROPERTY/IP] valued at $[AMOUNT]","Omitting non-cash contributions like equipment or IP — if they are not listed here, their transfer to the entity has no paper trail and may be disputed at funding.",{"name":299,"plain_english":300,"sample_language":301,"common_mistake":302},"Officer and director appointments","Identifies which founder will serve as CEO, President, Secretary, Treasurer, and initial board members.","CEO: [NAME] | President: [NAME] | Secretary: [NAME] | Treasurer: [NAME] | Initial Board: [NAME], [NAME]","Appointing every co-founder as a co-CEO to avoid conflict — investors treat dual-CEO structures as a governance red flag and frequently require resolution before funding.",{"name":304,"plain_english":305,"sample_language":306,"common_mistake":307},"IP assignment confirmation","Records each founder's acknowledgment that any relevant pre-existing IP will be assigned to the new entity upon formation.","[FOUNDER NAME] confirms that [DESCRIPTION OF IP] created prior to [DATE] will be assigned to [COMPANY NAME] upon incorporation. Separate IP Assignment Agreement: [Yes / Pending / N/A]","Checking the IP assignment box without a separate written assignment agreement — the checklist records the intent, but only the signed assignment transfers legal title.",{"name":309,"plain_english":310,"sample_language":311,"common_mistake":312},"Registered agent and principal address","Identifies the registered agent who will receive legal notices and the company's principal place of business.","Registered Agent: [NAME / COMPANY] | Registered Address: [ADDRESS] | Principal Office: [ADDRESS]","Using a founder's home address as the registered agent address — it becomes part of the public record and cannot easily be changed without a formal amendment filing.",{"name":314,"plain_english":315,"sample_language":316,"common_mistake":317},"Founder acknowledgment signatures","A simple sign-off block where each founder confirms that the checklist accurately reflects the agreed terms.","By signing below, each founder confirms the above terms are accurate and agrees to cooperate in completing the incorporation process. [FOUNDER NAME] ________ Date: [DATE]","Treating this as optional since the checklist is 'not a real contract' — a signed checklist is admissible evidence of intent if a dispute arises before the formal agreement is executed.",[319,324,329,334,339,344,349],{"step":320,"title":321,"description":322,"tip":323},1,"Agree on entity type before opening the form","Decide with your co-founders whether you are forming a C-corp, S-corp, or LLC. The choice determines tax treatment, fundraising options, and required filings. Enter the result in the entity type field.","If you plan to raise venture capital, a Delaware C-corp is the standard — most institutional investors will not fund other structures.",{"step":325,"title":326,"description":327,"tip":328},2,"Enter each founder's legal name and contact information","Use full legal names exactly as they appear on government-issued ID. Include a personal email and mailing address for each founder.","Cross-check names against passports or driver's licenses now — a discrepancy in legal name between the checklist and the articles of incorporation requires an amendment to fix.",{"step":330,"title":331,"description":332,"tip":333},3,"Record equity percentages and share counts","Enter each founder's agreed ownership percentage and calculate the corresponding share count based on the total authorized share pool you have chosen.","Authorize at least 10,000,000 shares at $0.0001 par value — this gives flexibility for option pools, future investors, and share splits without a costly amendment.",{"step":335,"title":336,"description":337,"tip":338},4,"Define vesting terms for every founder","Fill in the vesting period, cliff date, and whether unvested shares are subject to company repurchase on departure. Apply vesting to all founders equally, regardless of contribution.","A 4-year vesting schedule with a 1-year cliff is the investor-expected standard — deviating from it requires a documented rationale.",{"step":340,"title":341,"description":342,"tip":343},5,"List all capital contributions with delivery dates","Record each founder's cash contribution, property, or IP assignment with a specific dollar value and the date by which it will be delivered to the company.","Value non-cash contributions conservatively — an inflated IP valuation can create a taxable event for the contributing founder.",{"step":345,"title":346,"description":347,"tip":348},6,"Appoint officers and initial board members","Name one person to each officer role and list the initial board of directors. Confirm each appointee has agreed to serve before entering their name.","Keep the initial board to two or three founders — even numbers create tie votes. An odd-numbered board is easier to govern.",{"step":350,"title":351,"description":352,"tip":353},7,"Collect founder signatures","Have every founder sign and date the acknowledgment block. Store the signed copy alongside the articles of incorporation once filed.","Use Business in a Box eSign to capture dated digital signatures — a timestamped signed copy is stronger evidence than an unsigned printed form.",[355,359,363,367],{"mistake":356,"why_it_matters":357,"fix":358},"Skipping the checklist entirely and filing directly","Founders who incorporate without aligning on equity, roles, and IP first frequently discover disagreements after the entity exists — when resolving them requires legal amendments and costs significantly more.","Complete the checklist in a single co-founder meeting before any filing is initiated. It takes under an hour and eliminates the most common sources of early-stage disputes.",{"mistake":360,"why_it_matters":361,"fix":362},"Leaving equity allocation vague or approximate","An entry like 'roughly equal split' creates ambiguity that compounds over time — especially when one founder contributes more than expected or leaves early.","Enter exact percentages and calculated share counts. If the split is truly equal, write '33.33%' — not 'equal thirds.'",{"mistake":364,"why_it_matters":365,"fix":366},"Omitting IP assignment details","If a founder built the core product before incorporation and the assignment is not documented, the IP may legally belong to that individual — not the company — which blocks fundraising and acquisition.","List every piece of pre-existing IP by description in the IP assignment field and execute a separate written IP Assignment Agreement at or before incorporation.",{"mistake":368,"why_it_matters":369,"fix":370},"Not applying vesting to all founders","Exempting a founder from vesting because they 'came up with the idea' means they can walk away on day two with a full equity stake, leaving the remaining team to rebuild.","Apply vesting to every founder without exception. Prior contributions can be recognized through a shorter cliff or accelerated schedule, not by waiving vesting entirely.",[372,375,378,381,384,387,390,393],{"question":373,"answer":374},"What is a pre-incorporation agreement checklist?","A pre-incorporation agreement checklist is a structured form that co-founders complete before formally registering a business entity. It records every key decision — entity type, equity split, officer roles, capital contributions, IP assignment, and vesting terms — in a single document so that all founders are aligned before the articles of incorporation are filed. It is not a substitute for a full founders agreement or shareholders agreement, but it captures the intent that those documents will formalize.\n",{"question":376,"answer":377},"Is this checklist legally binding?","On its own, a checklist is not a binding legal contract in most jurisdictions. Its value is evidentiary — a signed, dated checklist demonstrates that founders agreed on specific terms at a specific point in time. If a dispute arises before the formal agreements are executed, a signed checklist is typically admissible as evidence of the parties' intent. To create binding obligations, follow the checklist with a formal pre-incorporation agreement or shareholders agreement.\n",{"question":379,"answer":380},"When should I complete this checklist?","Complete it before any entity filing is initiated — ideally in the same meeting where co-founders shake hands on the deal. At minimum, it should be signed before any founder contributes cash, transfers IP, or begins working on the venture in a formal capacity. Completing it after incorporation is possible but reduces its usefulness as an alignment tool.\n",{"question":382,"answer":383},"What is the difference between a pre-incorporation agreement and a shareholders agreement?","A pre-incorporation agreement (or checklist) captures founder decisions before the entity exists. A shareholders agreement is a formal legal contract entered into after incorporation that governs how shares are transferred, how decisions are made, and what happens when a founder leaves. The checklist feeds into the shareholders agreement — the terms agreed on the checklist become the starting point for the lawyer drafting the formal document.\n",{"question":385,"answer":386},"Does every co-founder need to sign this checklist?","Yes. The checklist only has practical and evidentiary value if every founder has reviewed and signed it. A checklist signed by only some founders does not establish consensus and may create confusion about whether the absent founders agreed to the recorded terms. Collect all signatures before any filing proceeds.\n",{"question":388,"answer":389},"Do I need a lawyer to use this checklist?","No — the checklist is designed to be completed by founders without legal assistance. However, once the checklist is complete, sharing it with a startup lawyer before filing is worthwhile for complex situations involving significant IP, outside investors, or founders in multiple jurisdictions. The checklist gives the lawyer a clear brief and typically reduces the time — and cost — of the incorporation engagement.\n",{"question":391,"answer":392},"What happens if founders disagree while filling out the checklist?","Any disagreement surfaced during the checklist process is a disagreement that would otherwise surface after incorporation — when it is far more expensive to resolve. Treat each unresolved field as a required decision, not an optional one. If co-founders cannot agree on equity splits or IP assignment before filing, that misalignment will not improve once money and legal structures are involved.\n",{"question":394,"answer":395},"Should this checklist be updated after incorporation?","Once the entity is incorporated and formal agreements are executed, the checklist is superseded by those documents. Archive the signed checklist alongside the articles of incorporation and founders agreement as a historical record of the terms agreed at formation. It is not typically updated post-incorporation — changes to equity, roles, or IP after that point are handled through shareholder resolutions and amendments to the formal agreements.\n",[397,401,405,409],{"industry":398,"icon_asset_id":399,"specifics":400},"Technology / SaaS","industry-saas","IP assignment is the most critical field — pre-existing code, algorithms, or data sets built before incorporation must be explicitly listed and assigned to the new entity.",{"industry":402,"icon_asset_id":403,"specifics":404},"Professional Services","industry-professional-services","Founding partner roles and equity often reflect different client contribution levels, making the capital contribution and equity allocation fields especially important to document precisely.",{"industry":406,"icon_asset_id":407,"specifics":408},"Retail / E-commerce","industry-ecommerce","Initial capital contributions for inventory, website build-out, and brand assets should be itemized by founder to establish a clear record of who funded what at launch.",{"industry":410,"icon_asset_id":411,"specifics":412},"Manufacturing","industry-manufacturing","Equipment and tooling contributed by founders as non-cash capital must be valued and recorded, as their transfer to the entity has direct tax and asset-register implications.",[414,417,420,423],{"vs":86,"vs_template_id":415,"summary":416},"shareholders-agreement-D168","A shareholders agreement is a binding post-incorporation contract governing share transfers, decision-making, and founder departure. This checklist captures the decisions that feed into that agreement. Complete the checklist first, then use it as the brief for drafting the shareholders agreement.",{"vs":102,"vs_template_id":418,"summary":419},"limited-liability-company-operating-agreement-D162","An LLC operating agreement governs the internal operations of an LLC — member roles, profit distribution, and voting rights. This checklist is entity-agnostic and covers the pre-filing alignment step regardless of whether the entity will be a corporation or an LLC. Complete the checklist, then draft the operating agreement from its outputs.",{"vs":116,"vs_template_id":421,"summary":422},"partnership-agreement-D166","A partnership agreement is a binding document for general or limited partnerships. This checklist is a lighter pre-formation tool used to align founders before any entity is created. If the chosen entity is a partnership, the completed checklist informs the partnership agreement.",{"vs":424,"vs_template_id":425,"summary":426},"Business Plan","business-plan-canvas-(one-page)-D12527","A business plan documents the market opportunity, strategy, and financial projections for a new venture. This checklist documents the legal and governance decisions that must be made before the entity can be formed. They serve different purposes and both should be completed before launch — the business plan does not substitute for the incorporation checklist.",{"use_template":428,"template_plus_review":432,"custom_drafted":436},{"best_for":429,"cost":430,"time":431},"Co-founders aligning on entity structure, equity, and roles before any filing","Free","30–60 minutes",{"best_for":433,"cost":434,"time":435},"Founders with significant pre-existing IP, outside investors, or multi-jurisdiction formation","$300–$800 for a one-hour startup lawyer review","1–2 days",{"best_for":437,"cost":438,"time":439},"Complex multi-founder structures with negotiated vesting, convertible instruments, or international co-founders","$1,000–$3,000 for a full incorporation package with a startup lawyer","1–2 weeks",[234,231,441,442,443,444,425,445,446,447,448,228],"partnership-agreement-D12551","non-disclosure-agreement-nda-D12692","employment-agreement_at-will-employee-D541","independent-contractor-agreement-D160","job-offer-letter-long-D12769","minutes-of-meeting-of-directors-first-D15","stock-certificate-and-common-stock-D97","corporate-governance-policy-D13943",{"emit_how_to":450,"emit_defined_term":450},true,{"primary_folder":96,"secondary_folder":452,"document_type":453,"industry":454,"business_stage":455,"tags":456,"confidence":461},"incorporation-and-bylaws","checklist","general","startup",[457,455,458,459,460],"incorporation","pre-incorporation","founders","equity-allocation",0.95,"\u003Ch2>What is a Checklist Pre Incorporation Agreement?\u003C/h2>\n\u003Cp>A \u003Cstrong>Checklist Pre Incorporation Agreement\u003C/strong> is a structured form that co-founders complete before filing any legal documents to formally create a business entity. It walks through every decision that must be settled at formation — entity type, jurisdiction, equity allocation, vesting schedule, capital contributions, officer appointments, IP assignment, and registered agent — and creates a written record that all founders have reviewed and agreed to the same terms. Rather than a binding legal contract, it functions as the organized brief that feeds directly into the articles of incorporation, shareholders agreement, or LLC operating agreement that a lawyer will draft next.\u003C/p>\n\u003Ch2>Why You Need This Document\u003C/h2>\n\u003Cp>Founders who skip this step and incorporate without written pre-formation alignment routinely discover their disagreements after the entity exists — when resolving them requires shareholder resolutions, legal amendments, and sometimes litigation. Equity splits recalled differently by two founders, IP that was never formally assigned to the company, and officer roles that were never clearly defined are the three most common triggers of early-stage co-founder disputes. A completed, signed checklist eliminates all three risks in a single 30-minute meeting. It also reduces the time and cost of the formal incorporation engagement by giving your lawyer a clear, complete brief rather than a series of back-and-forth emails collecting the same information piecemeal. This template gives you the structure to have that conversation completely, the first time.\u003C/p>\n",1778773438010]