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Agreement to Incorporate Close Corporation
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					                    Agreement to Incorporate Close Corporation

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.

Whereas, the parties have agreed to organize a for-profit corporation under the laws of
(Name of State) for the purpose of operating a business; and

Whereas, the parties have agreed to subscribe for the common stock and debt of the
corporation (the Securities) as set forth below in this Agreement;

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.     Incorporation. The parties will incorporate a for-profit Corporation under the
laws of (Name of State), to be known as (Name of Corporation), hereinafter called the
Corporation.

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 transact any lawful business that will aid governmental policy;

      O.     To make payments or donations, or do any other act, not inconsistent with
      law, that furthers the business and affairs of the corporation.

III.  Principal Office. The principal office for the transaction of the business of the
Corporation shall be located in (name of county), and (name of state).

IV.    Capitalization. The authorized capital of the Corporation shall be $_________ of
authorized capital. The authorized capital stock of the Corporation shall be one class of
common stock.

V.    Stock Subscription. Each of the Incorporators subscribes as capital of the
Corporation the sum set out opposite the Incorporator's name below and agrees to
accept in exchange for the amounts so specified the shares of stock following the
names of the Incorporators:

Names of              No. of Shares      Dollar Amt.          Subscription
Incorporators

________________ ___________             __________           _____________________

________________ ___________             __________           _____________________

________________ ___________             __________           _____________________

VI.     Incorporation; Permit to Issue Shares; Payment of Subscription. The
Incorporators shall cause the Corporation to be formed under the provisions of (citation
of State’s Model Business Corporation Act), formed within (number) days from the date
of this Agreement, and then with all reasonable diligence shall cause the Corporation to
apply for and secure any necessary permit authorizing issuance of stock as above
subscribed and then issue such stock after receiving the above stated dollar amounts.
VII. Signing Articles; First Directors. The parties to this Agreement, or so many of
them as may be necessary for the purpose, shall sign the Articles of Incorporation as
Incorporators. The persons named below shall be designated in the Articles of
Incorporation as the first directors of the Corporation and shall serve as such until their
respective successors are duly elected and qualified:

Names of Directors                        Addresses of Directors

________________________                  ___________________________________

________________________                  ___________________________________

________________________                  ___________________________________

VIII. Officers. The Bylaws to be adopted at the first meeting of the Board of Directors
shall provide for the following corporate officers: President, Vice President, and
Secretary-Treasurer. The offices shall be filled by the Board of Directors at their first
meeting by electing the following-named persons, each of whom has agreed to serve in
the indicated office for the term designated in the Bylaws and at the monthly salary
shown after his or her name, until his or her successor is duly elected and qualified.
Title of Officer               Name of Officer                  Monthly Salary

___________________          _______________________            ___________________

___________________         _______________________             ___________________

___________________         _______________________             ___________________

___________________         _______________________             ___________________


IX.    Employment of Attorney. The Incorporators promptly shall employ (name of
attorney) as corporate legal counsel for the following purposes:

       A.     Drafting the Articles of Incorporation, Bylaws, and any other documents
       required or convenient to the formation of the Corporation;

       B.    Advising the Incorporators and the Corporation upon its formation with
       respect to each step in its organization; and

       C.    To serve until other counsel is selected by the Corporation as its legal
       counsel.
Charges for such legal services and all fees of state and county offices required in the
process of incorporation and all other costs and charges of incorporation, including
franchise tax, if any, certification, and seal, shall be expenses of the Corporation to be
paid by the Corporation following its organization and the receipt of funds upon
subscription. Each of the undersigned Incorporators promises to advance such costs as
required in proportion to the amounts of their several stock subscriptions.

X.     Close Corporation Status.
       A.      The Corporation shall be qualified as a Close Corporation. Accordingly,
       all things shall be done to insure qualification of the Corporation as a close
       corporation. If anything necessary to qualify as a close corporation is overlooked
       during the organization of the corporation or subsequently, the parties agree that
       they shall take such steps as are appropriate to qualify the Corporation as a
       close corporation.

       B.     After organization of the Corporation, the parties shall observe all the
       requirements necessary to continue close Corporation status, until such time as
       the close Corporation status is terminated as provided in this Agreement.
       Notwithstanding anything to the contrary in this Agreement, no actions may be
       taken by the Corporation, or by any of the stockholders, including issuance of
       additional shares, which would have the effect of disqualifying the Corporation as
       a close Corporation under (citation of state statute), unless such action is agreed
       to by the unanimous vote of all parties to this Agreement and any transferees of
       shares of the parties to this Agreement.

XI.    Articles of Incorporation. The parties shall cause the execution and filing of the
Articles of Incorporation in the form set forth as Exhibit A which is attached to this
Agreement and incorporated by this reference.

X.     Bylaws. Attached to this Agreement as Exhibit B and incorporated by reference
are a set of Bylaws which shall be the Bylaws of this Corporation and which the parties
shall cause to be adopted after formation of the Corporation.

XI.     S-Corporation Status. This Corporation shall elect to be an S-Corporation.
All the parties to this Agreement agree to cause the Corporation to file, and shall
execute as stockholders, any form necessary to be filed with the Internal Revenue
Service in order to obtain S-Corporation status. It is understood by all parties that S-
Corporation status would be terminated if there is any transfer of shares of this
Corporation to a party who elects to terminate the S election, or to sufficient parties to
increase the number of stockholders beyond the maximum allowed under the S-
Corporation provision of the Internal Revenue Code. Accordingly, all parties agree not
to transfer their stock in any way that would cause a termination of the Corporation's S-
Corporation election except pursuant to unanimous Agreement to the contrary entered
into by written amendment of this Agreement. Therefore, any party who desires to
transfer shares of the Corporation to someone who is not a party to this Agreement
shall have no right to transfer such shares to any third party who does not agree prior to
such transfer, in writing, to join in the election of S-Corporation status. The foregoing
restriction upon transfer of shares is in addition to, and not in place of, any other
restrictions created by this Agreement and shall appear as a legend on the
Corporation's stock certificates.

XII. Termination. This Corporation shall be terminated, and the parties agree to then
wind up the affairs of the Corporation and to liquidate and dissolve the Corporation upon
(number) days' written notice in the event of any of the following, in which case the
mutual rights and duties of the parties may also be settled in the manner set forth in this
Agreement:

       A.    Claimed breach of this Agreement, coupled with failure of the other
       stockholders to negotiate and consummate a purchase of the Corporation's stock
       from such claimant.

       B.      Conduct of a stockholder detrimental to the Corporation, coupled with
       failure of the stockholders to negotiate and consummate a purchase of the
       stockholder's stock pursuant to the terms of this Agreement.

       C.     Filing of a petition in bankruptcy against a stockholder, coupled with failure
       of the stockholders to negotiate and consummate a purchase of the shares of a
       stockholder whose assets have become subject to a petition in bankruptcy.

       D.      Adjudication of insanity or incompetence of a stockholder coupled with
       failure of the stockholders (including any guardian or conservator of a
       stockholder) to negotiate and consummate a purchase of the insane or
       incompetent stockholder's stock.

       E.     Issuance of a lien or levy of writ of attachment or writ of execution against
       the shares of any stockholder without immediate removal of such lien or levy,
       coupled with failure of the stockholders to negotiate and consummate a purchase
       of the shares of the stockholder whose shares have been subject to such
       a
				
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Description: A corporation whose shares are held by a single shareholder or a closely-knit group of shareholders (such as a family) is known as a close corporation. The shares of stock are not traded publicly. Many of these types of corporations are small firms that in the past would have been operated as a sole proprietorship or partner�ship, but have been incorporated in order to obtain the advantages of limited liability or a tax benefit or both.
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),