Directors Resolution to Adopt Pre-Incorporation Contracts | Canada

If you entered into a contract on behalf of a company that was not incorporated yet, you can assign it to the corporation later under this Agreement to Adopt Pre-Incorporation Contract.

• The Agreement is made between a newly incorporated Ontario company and its principal shareholder. The new company agrees to adopt a contract between the shareholder and another party, which was entered into prior to its incorporation.
• The shareholder assigns its interest in the prior contract to the new company, and the new company becomes a party to the prior contract in place and stead of the shareholder, as if it had been an original party.
• As a principal of the corporation, it is advisable that you do this as soon as possible after incorporating to avoid any tax or other liability arising under the contract.
• This is a fully editable legal document that can be easily customized to meet your needs. Download it right after you purchase it.

Draft up a Pre-Incorporation Agreement between the incorporators of a new company with this easy-to-use template.

Purpose of Agreement

A Pre-Incorporation Agreement can be used by the incorporating founders need to enter into binding contracts for the company before it is officially registered. Examples of this could include setting up business bank accounts, signing a lease, and purchasing equipment and other assets.

Issue of Initial Shares

The Agreement sets out the process for issuing initial shares of stock to each of the incorporators, and the consideration for the shares.

Right of First Refusal

Each incorporator agrees not to sell or transfer their initial shares without first offering the shares to the corporation and to the other shareholders, who have right of first refusal.

Management of the Business

The incorporators agree to employ one of the parties as manager of the corporation's business.

Format and Use

This Pre-Incorporation Agreement template is available as a fully customizable Microsoft Word document. It is a generic form that contains no references to specific laws, so it can be used in many jurisdictions.