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, which sets out:

• how shares of stock will be issued to each of the incorporators,
• what the consideration for the stock will be,
• each incorporator agrees not to sell or transfer any shares without first offering the shares to the corporation and to the other shareholders, who have right of first refusal,
• the incorporators agree to employ one of the parties as manager of the business of the corporation.

This Pre-Incorporation Agreement template is provided as a fully customizable Microsoft Word document.