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CHECKLIST

FOR COMPLETE CONTRACTS TERMS


Not all items are relevant in all contractual situations In some situations, other provisions may be appropriate that are not listed below The following checklist is, however, a basic and general guide as to what provisions it may be important to include, or at least consider, in the business contracts that you enter into This document is not intended to substitute for legal advice nor legal wording provided by a competent advisor in the relevant legal jurisdiction


Parties

Names
Addresses
Number of shares subscribed by each
Cash
Property
Description
Valuation
Size of loan to be made by each
Terms
Interest
Maturity


Incorporation agreement

Agreement to form corporation
State of incorporation
Additional states for qualification
Name
Substitute if unavailable
General purposes and powers
All lawful purposes
Special purposes and powers
Principal office


Capitalization

Classes of stock (Series & Number of authorized shares)
Par or no-par value
Preemptive rights
Preferences of classes
Dividends (Cumulative or non-cumulative)

Redemption rights
Voting powers of classes
For directors
For ordinary actions of corporation
For extraordinary actions of corporation
Debt capital
Amount
Terms
Lender(s)


Directors and officers

Number of directors
Names of first directors
Number and titles of officers
Names of first officers to be elected


Implementation of agreement

Employment of attorney
Name and address
Attorneys powers and duties
Responsibility of parties for incorporation expenses
Proportionate to capital invested by party
Subscription payments
Time of payment
Event causing payment
Payment into escrow fund until all subscriptions received


Special provisions

Payment to promoters for services
Cash
Stock
Public issue of stock or debt
Amount
Underwriters or method of sale
Manner of compliance with securities and blue-sky laws
Assumption of property and liabilities of existing business of incorporators
Allocation of stock or securities
Property to be purchased
From incorporators
From others
Method of valuation
Leases, franchises or other special contracts to be entered into by corporation
Valuation or terms if with incorporations
Close corporation provisions
Restrictions on transferability of stock
Right of first refusal
Cross purchase agreements
Valuation of stock
Funding of agreements with insurance
Employment contracts for key employees
Terms
Salary
Class voting to elect stated number of directors by each class of stock
Class voting to amend articles of incorporation or bylaws
Percentage vote to approve
Electing named persons as officers
Pro rata participation in additional stock issues
Adoption of fringe employment benefits
Pension and profit-sharing plans
Life, medical, and other insurance
Incorporation of agreement into articles of incorporation and bylaws
Ratification by shareholders and directors


General provisions

Entire agreement between parties
Amendments only in writing signed by parties
Further assurances to implement agreement
Non-assignability of agreement
State law controlling
Special federal tax provisions to be followed


Closing

Signatures
Witnesses
Notarization

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