DIY Legal Forms

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Agreement to Organize Closely Held Corporation

1. Introduction. Agreement made [date] by and between [name], residing at [address], and [name], residing at [address].

2. Basic Agreement. In consideration of the mutual promises contained in this Agreement, the parties agree to organize a corporation (Corporation) upon the following terms and conditions.

3. Name of Corporation. Corporation's name shall be [name] or, if this name is not available, any other name that the parties mutually choose.

4. State of Incorporation. Corporation shall be organized in accordance with the laws of [state].

5. Corporate Purpose. [See Forms 8.4.01 and 8.4.02]

6. Duration of Corporation. Corporation's duration shall be perpetual.

7. Principal Office. Corporation's principal office shall initially be at [address], and may be changed from time to time as Corporation's Board of Directors may direct.

8. Directors. There shall be [number] Directors of Corporation. The parties will at all times vote their stock so that each of them and [name] are the only Directors of Corporation, as long as both parties are alive.

9. Officers. The officers of Corporation shall consist of a President, Secretary, and Treasurer. The parties agree, as long as both are alive, to elect [name] as President, [name] as Secretary, and [name] as Treasurer.

10. Capital Stock. The authorized capital stock of Corporation shall consist of [number] shares of no-par common stock [or, [number] shares of common stock having a par value of ........ dollars ($........) each].

11. Stock Subscription for Cash. The parties each subscribe to [number] shares of Corporation's no-par common stock at ........ dollars ($........) per share [or, [number] shares of common stock at par]. Payment for the shares will be made no later than [number] weeks following the filing of Corporation's Certificate of Incorporation and its acceptance by the Secretary of State of [state].

12. Agreement to Transfer Personal Property for Stock. [Name] will transfer [property] to Corporation in consideration of [number] shares of Corporation's no-par common at a value of ........ dollars ($........) per share [or, [number] shares of common stock at par, fully paid and nonassessable]. The transfer of [property] will be made no later than [number] weeks following the filing of Corporation's Certificate of Incorporation and its acceptance by the Secretary of State of [state].

13. Organization Expense. The parties shall each advance the required funds, in equal shares, to pay for all expenses and legal fees incurred in organizing Corporation, including legal fees for the preparation of this Agreement. Corporation will reimburse the parties for these expenses immediately after Corporation comes into existence.

14. Ratification of Terms of Agreement by Corporation. The parties will vote their stock and cast their votes as directors of Corporation to ensure the adoption and ratification by Corporation of the terms and conditions of this Agreement.

15. Agreement Not Assignable. This Agreement may not be assigned by either party without the written consent of the other.

16. Termination of Agreement. This Agreement shall terminate and be of no force if either party dies before Corporation comes into existence.

[Alternative Paragraph]

16. Termination of Agreement. This Agreement shall terminate and be of no force if either party dies before Corporation comes into existence or dies within [number] weeks after Corporation comes into existence.

IN WITNESS WHEREOF, the parties have signed this Agreement on the day and year above written.

[signature]

[signature]

This Section for Notary:

ACKNOWLEDGMENT

State of _________

County of ________ [COUNTY]

On [DATE] before me, [NAME OF NOTARY], notary, personally appeared [NAME OF PERSON(S) INVOLVED], personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

Witness my hand and official seal.

Signature ________
Notary

My commission expires: _____

(Seal)