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.
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
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