This is an agreement to assign a lease of an office or property to the incorporator of a
corporation. This agreement takes place between an individual who has leased a
property and someone who is in the process of forming a corporation. This document
states that the original lessee will assign all rights and obligations in the lease
agreement to the incorporator for operation of the business of the corporation. The
agreement contains standard clauses and can be customized to provide for any
additional language that may be necessary.
Agreement to Assign Lease to Incorporator in Forming Corporation
This Agreement is made on this (date), by (Name of Assignor), of (street address, city,
state, zip code), hereinafter called Assignor, and (Name of Assignee) of (street address, city,
state, zip code), hereinafter called Assignee, as Incorporator of an organization to be incorporated
under the laws of (name of state), that shall have its principal place of business at (street address,
city, state, zip code).
Whereas, Assignor entered into a Lease Agreement dated (date of lease), as
Lessee, with (Name of Lessor), of (street address, city, state, zip code), as Lessor, for premises
(the Premises) described in Exhibit A attached hereto and made a part hereof; and
Whereas, Assignee is in the process of forming a Corporation to be known as (Name of
Corporation), hereinafter called the Corporation, to conduct the business of (describe); and
Whereas, Assignee desires the use of the Premises leased by Assignor for the operation
of the business of the Corporation;
Now, therefore, for and in consideration of the mutual covenants contained in this
Agreement, and other good and valuable consideration, the parties agree as follows:
1. If Assignee completes the incorporation proceedings as required by law prior to (date),
Assignor will assign all rights, title, and interest in the Lease Agreement to Assignee
within __________ (number) days after completion of incorporation and the
authorization for the corporate entity to commence operations.
2. The Assignment will be accepted by Assignee on behalf of the Corporation, and Assignee
will reassign the Lease Agreement to the Corporation within ___________
(number) days after assignment to Assignee. The Corporation will subsequently
perform all of the terms and conditions of the Lease Agreement that Assignor is
obligated to perform, including the payment of all rent required.
3. Assignee, operating as the Incorporator of the Corporation, is fully empowered to enter
into contracts on behalf of and to accept rights, duties, and liabilities for the benefit of
and to be performed by the Corporation. Assignee, as Incorporator will be jointly and
severally liable under the terms of this Agreement if the Corporation is not completed
and, as a result, Assignor incurs any damages.
4. If Assignee fails to complete incorporation proceedings prior to (date), this Agreement
shall be of no further effect, and Assignor shall then remain liable for all duties and
responsibilities under the terms of the Lease Agreement.
Witness our signatures this the _____ day of _______________, 20____.
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(Signature of Assignor) (Signature of Assignee)
(Printed Name of Assignor) (Printed Name of Assignee)
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