Agreement between partners and third person. This agreement is made _________, 19__, between _________ and _________, both of _________, referred to as partners, and B of _________. The partners have a partnership doing business at _________ under the name of _________, and they desire to secure additional capital for their partnership business and desire to enlarge and incorporate it. B desires to provide part of the additional capital for a corporation to take over the partnership business. In consideration of the respective undertakings of the parties it is agreed: 1. B pays to the partners the sum of _________ dollars, to be paid into the treasury of a corporation to be formed to take over the partnership business and to be part of the capital of the corporation, and for the sum of _________ dollars, B shall be the owner of _________ shares of preferred stock and _________ shares of common stock in the company, certificates for which shall be issued to B immediately upon incorporation. 2. The corporation shall be incorporated under the laws of the state of _________ or such other jurisdiction as may be agreed upon by the parties, and the name of the corporation shall be _________. The corporation's articles and bylaws are attached and are incorporated in this agreement as though fully set forth. These articles shall be filed immediately, and these bylaws shall be adopted immediately after incorporation. These articles and bylaws are subject to amendment as provided and in accordance with law, except as stated in paragraphs 6 and 7 hereof. 3. The capital stock of the corporation shall be _________ shares of common stock of the par value of _________ dollars and _________ shares of preferred stock of the par value of _________ dollars, and the preferred stock shall draw interest of _________ percent per year payable annually, to be secured by all the assets and contracts of the corporation, but shall have no voting rights. 4. The partners will transfer to the corporation all their joint and several titles, rights and interests in all partnership property, real, personal and mixed, legal and equitable, tangible and intangible, including (by way of example and without limitation) land, buildings, leases, equipment, supplies, accounts and debts receivable, contracts, _________[etc.]. The corporation will assume all partnership debts, obligations and liabilities, including liabilities for taxes, special assessments and licenses. The partnership property, less partnership debts and obligations, is appraised by agreement at _________ dollars, and shall constitute capital of the corporation of the value of _________ dollars. 5. In return for the transfer of partnership property to the corporation, the partners shall receive stock of the corporation as follows: _________ shares of preferred stock and _________ shares of common stock to _________; and _________ shares of preferred stock and _________ shares of common stock to _________. The certificate for stock shall be issued to partners immediately upon incorporation. 6. The remainder of the capital stock of the corporation, after issuance of stock to the parties shall be [may be] issued and sold by the corporation for money, property or services, and it may be sold for cash or on subscription, in accordance with law and the corporation's articles and bylaws. 7. The first officers of the corporation shall be _________, president, _________, vice-president, _________, secretary, and _________, treasurer, who shall hold office for at least _________ and until qualification of their successors. Officers shall devote their full time to the affairs of the corporation. 8. Salaries of the officers for _________[length of period] shall be as follows: _________.
9. B shall be entitled as a partner having a _________ interest in the partnership to participate in the partnership business and have access to the partnership premises and books, without being entitled to compensation therefor, until the corporation is incorporated (that is, until issuance of a certificate of incorporation). 10. All partnership receipts, income, profits, acquisition of property, contracts, and the like, from this date to the date a certificate of incorporation is issued shall accrue to and be paid or transferred over to the corporation. All partnership books, records and papers shall be turned over to the corporation and be the property of the corporation. This contract shall bind the heirs, etc. In witness etc.