A "pre-incorporation agreement" is a contract between two or more parties that sets forth that a new corporation is to be established with the parties becoming shareholders in the corporation. The key issues often addressed in pre-incorporation agreements include:

• The capital contributions of the parties
• The proposed directors and officers of the corporation
• Expected responsibilities of the parties
• The percentage of stock ownership among the parties
• Any rights of first refusal on transfer of shares
• Any vesting of stock ownership
• The purpose of the corporation

After the pre-incorporation agreement is signed, the formal paperwork for the incorporation of the company commences, which includes filing of a certificate of incorporation or articles of incorporation, and preparation of bylaws, shareholder consents and Board of Director consents. A sample pre-incorporation agreement can be found at www.LegalAgreements.com.