Pre-incorporation Agreement of Professional Corporation of Attorneys
What is this form?
The Pre-incorporation Agreement of Professional Corporation of Attorneys is a legal document used by attorneys to formalize the creation of a professional corporation. This agreement outlines the roles, responsibilities, and operational guidelines for attorneys who wish to transition from a partnership to a professional corporation. Unlike a standard business incorporation agreement, this form specifically addresses the unique needs and legalities involved in forming a professional entity for legal practitioners, ensuring compliance with regulations applicable to their profession.
What’s included in this form
- Formation of the professional corporation outlining the legal framework.
- Corporate name selection for the new entity.
- Details of business location and registered office.
- Terms for the commencement of business based on partnership transfer.
- Capitalization and stock subscription information for shareholders.
- Provisions for the transfer of assets and liabilities from the partnership.
- Insurance requirements for professional liability coverage.
Situations where this form applies
This form is used when a group of attorneys wishes to incorporate their partnership into a formal professional corporation. It is specifically required when transitioning from a partnership structure to a corporation while intending to retain the partnership's existing clients and practices. Additionally, it may be necessary for compliance with state laws regulating professional corporations.
Intended users of this form
This form is intended for:
- Attorneys seeking to establish a professional corporation.
- Partners in a law firm looking to formalize their business structure.
- Legal practitioners who wish to benefit from limited liability protections.
- Any attorney needing to ensure compliance with relevant jurisdiction regulations.
Instructions for completing this form
- Identify the parties involved by entering the names and addresses of the attorneys.
- Specify the corporate name that the new professional corporation will operate under.
- Fill in the date on which the corporation will commence business operations.
- Detail the number of shares of stock authorized and the ownership structure.
- Draft clauses related to asset and liability transfers from the partnership to the professional corporation.
Does this form need to be notarized?
This form usually doesn’t need to be notarized. However, local laws or specific transactions may require it. Our online notarization service, powered by Notarize, lets you complete it remotely through a secure video session, available 24/7.
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Make edits, fill in missing information, and update formatting in US Legal Forms—just like you would in MS Word.
Download a copy, print it, send it by email, or mail it via USPS—whatever works best for your next step.
Sign and collect signatures with our SignNow integration. Send to multiple recipients, set reminders, and more. Go Premium to unlock E-Sign.
If this form requires notarization, complete it online through a secure video call—no need to meet a notary in person or wait for an appointment.
We protect your documents and personal data by following strict security and privacy standards.
Common mistakes to avoid
- Failing to adequately specify the corporate name, which can lead to disputes.
- Not addressing the transfer of liabilities, which may expose the new corporation to risks.
- Inaccurate representation of the ownership structure or stock issuance details.
- Neglecting to comply with specific state regulations related to professional corporations.
Benefits of completing this form online
- Convenience of accessing the form from anywhere at any time.
- Editability allows practitioners to tailor the document to their specific needs.
- Reliability through professionally drafted templates by licensed attorneys.
- Instant download to quickly facilitate the incorporation process.
Key takeaways
- The Pre-incorporation Agreement is essential for attorneys forming a professional corporation.
- It clearly outlines the responsibilities and procedures for a smooth transition from partnership to corporation.
- Consulting state-specific requirements is crucial to ensure legal compliance.
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FAQ
A pre-incorporation contract is an agreement that is made by a person at the behest of a company or corporation that does not exist at the time of signing such agreement. These agreements are entered into as there are preliminary contracts and expenses incurred before an organization takes form.
Explanation: Articles of incorporation must contain (1) the name of the corporation, (2) the number of authorized shares, (3) the address of the initial registered office of the corporation, (4) the name of its first registered agent at that address, and (5) the names and addresses of the incorporators.
Firstly, notice of the terms should be given before or during the agreement of the contract. Secondly, the terms must be found in a document intended to be contractual. Thirdly, "reasonable steps" must be taken by the party who forms the term to bring it to the attention of the other party.
The name of your corporation. your corporation's principal place of business. the name and address of your corporation's registered agent. a statement of the corporation's purpose. the corporation's duration. information about the number of shares and classes of stock the corporation is authorized to issue.
Broadly, articles of incorporation should include the company's name, type of corporate structure, and number and type of authorized shares. Bylaws work in conjunction with the articles of incorporation to form the legal backbone of the business.
The common-law distinction between the signatures was exterminate by Section 9(c) of the EEC directive and further Section 36 of the Companies Act which laid down that any person who purports to contract for a company, will be held liable for it personally, unless expressly agreed otherwise by the parties.
An incorporation agreement is an important document when a company takes steps to incorporate.The incorporation agreement exists prior to the directors filing formal Articles of Incorporation in the state in which the business plans to be established.
Pre-Incorporation Agreements (or Pre-Incorporation Contracts) establish the operations, management, and define who will have control prior to the initial corporate meeting. In addition to the pre-incorporation agreement, many business owners draft a shareholders agreement and a confidentiality agreement.
The company cannot be sued on the preliminary Contracts even though when it comes into existence and takes the benefit thereof. The company cannot be sued for those expenses, which are incurred before its incorporation because it was not in existence when the expenses were actually incurred.
