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General Form of Agreement to Incorporate
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					                       General Form of Agreement to Incorporate

Agreement made this the (date) between (Name of Incorporator One), herein referred to as
Incorporator One, of (street address, city, state, zip code), (Name of Incorporator Two), herein
referred to as Incorporator Two, of (street address, city, state, zip code), (Name of
Incorporator Three), herein referred to as Incorporator Three, of (street address, city, state, zip
code), Incorporator One, Incorporator Two, and Incorporator Three being jointly referred to as
the Incorporators.

For and in consideration of the mutual promises contained in this Agreement, the Incorporators
agree to form a corporation under the laws of (name of state), and particularly (Name of State’s
Model Business Corporation Act), for the purpose of undertaking and carrying on a business or
businesses, as follows:

I.      Name of Corporation. Subject to availability, the name of the Corporation shall be
(Name). If such name should not be available, one of the following names in the order stated
shall be used: (alternate names of Corporation in order of preference).

II.     Purpose and Powers. The Corporation shall be formed for the purpose of engaging in
and maintaining a (Nature of Business) business and such other lawful businesses as may from
time to time be determined by the Board of Directors. The authorized corporate purposes shall
include any lawful business purpose or purposes which a corporation organized under (citation
of Model Business Corporation Act) of (Name of State) as may be permitted to undertake
including, but not limited to the following:

       A.      To sue and be sued, complain and defend in its corporate name

       B.      To have a corporate seal, which may be altered at will, and to use it, or a
       facsimile of it, by impressing or affixing it or in any other manner reproducing it;

       C.      To make and amend bylaws, not inconsistent with its articles of incorporation or
       with the laws of this state, for managing the business and regulating the affairs of the
       corporation;

       D.     To purchase, receive, lease or otherwise acquire, and own, hold, improve, use
       and otherwise deal with, real or personal property, or any legal or equitable interest in
       property, wherever located;

       E.     To sell, convey, mortgage, pledge, lease, exchange and otherwise dispose of all
       or any part of its property;

       F.      To purchase, receive, subscribe for, or otherwise acquire; own, hold, vote, use,
       sell, mortgage, lend, pledge or otherwise dispose of; and deal in and with shares or
       other interests in, or obligations of, any other entity;

       G.     To make contracts and guarantees, incur liabilities, borrow money, issue its
       notes, bonds and other obligations (which may be convertible into or include the option
       to purchase other securities of the corporation), and secure any of its obligations by
       mortgage or pledge of any of its property, franchises or income, and make contracts of
       guaranty and suretyship which are necessary or convenient to the conduct, promotion or
       attainment of the business of (i) a corporation all of the outstanding stock of which is
       owned, directly or indirectly, by the contracting corporation, or (ii) a corporation which
       owns, directly or indirectly, all of the outstanding stock of the contracting corporation, or
       (iii) a corporation all of the outstanding stock of which is owned, directly or indirectly, by
       a corporation which owns, directly or indirectly, all of the outstanding stock of the
       contracting corporation, which contracts of guaranty and suretyship shall be deemed to
       be necessary or convenient to the conduct, promotion or attainment of the business of
       the contracting corporation, and make other contracts of guaranty and suretyship which
       are necessary or convenient to the conduct, promotion or attainment of the business of
       the contracting corporation;

       H.    To lend money, invest and reinvest its funds, and receive and hold real and
       personal property as security for repayment;

       I.      To be a promoter, partner, member, associate or manager of any partnership,
       joint venture, trust or other entity;

       J.     To conduct its business, locate offices and exercise the powers granted by (cite
       appropriate statues of State’s Model Business Corporation Act) within or without this
       state;

       K.      To elect directors and appoint officers, employees and agents of the corporation,
       define their duties, fix their compensation and lend them money and credit;

       L.       To pay pensions and establish pension plans, pension trusts, profit sharing
       plans, share bonus plans, share option plans and benefit or incentive plans for any or all
       of its current or former directors, officers, employees and agents;

       M.     To make donations for the public welfare or for charitable, scientific or
       educational purposes;

       N.       To tr
				
DOCUMENT INFO
Description: Corporations must be formed under the enabling legislation of a state or the federal government, since corporations may lawfully exist only by consent or grant of the sovereign. Hence, in drafting pre-incorporation agreements and other instruments preliminary to incorporation, the drafter must become familiar with and follow the particular statutes under which the corporation is to be formed.
PARTNER William Glover
I received my B.B.A. from the University of Mississippi in 1973 and my J.D. from the University of Mississippi School of Law in 1976. I joined the firm of Wells Marble & Hurst in May 1976 as an Associate and became a Partner in 1979. While at Wells, I supervised all major real estate commercial loan transactions as well as major employment law cases. My practice also involved estate administration and general commercial law. I joined the faculty of Belhaven College, in Jackson, MS, in 1996 as Assistant Professor of Business Administration and College Attorney. While at Belhaven I taught Business Law and Business Ethics in the BBA and MBA programs; Judicial Process and Constitutional Law History for Political Science Department); and Sports Law for the Department of Sports Administration. I am now on the staff of US Legal Forms, Inc., and drafts forms, legal digests, and legal summaries. I am a LTC and was Staff Judge Advocate for the Mississippi State Guard from 2004-2008. I now serve as the Commanding Officer of the 220th MP BN at Camp McCain near Grenada, MS. I served on active duty during Hurricanes Dennis (July, 2005), Katrina (August, 2005) and Gustav in 2008. I played football at the University of Mississippi in 1969-1971 under Coach John Vaught. I am the author of the Sports Law Book (For Coaches and Administrators) and the Sports Law Handbook for Coaches and Administrators (with Legal Forms),