Fill and Sign the Agreement to Partners to Incorporate Partnership Form

Agreement to Partners to Incorporate Partnership Agreement to incorporate made on the _______________ (date), between _____________________ (Name of Partner One) of ___________________________ ____________________________________________ (street address, city, state, zip code) , referred to herein as Partner One, and ________________________ (Name of Partner Two) , of _____________________________________________________ ____________________ (street address, city, state, zip code) , referred to herein as Partner Two , said Partners being jointly refer to as the Incorporators. Whereas, the parties to this Agreement are general partners engaged in the business of (description of business) ______________________________________ ______________________________________________________, doing business as _____________________ (Name of Business) at _____________________________ ___________________________________________ (street address, city, state, zip code) ; and Whereas, the parties are co-partners of the firm and the sole owners and proprietors of it and desire to incorporate the firm business, transferring all its assets and liabilities to the corporation to be formed, and dissolving the partnership, all as provided below in this Agreement; For and in consideration of the mutual covenants contained in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree to form a corporation under the laws of__________________ (name of state), and particularly ____________________ (cite specific statute) , to transfer the firm business to the corporation, and to fix and determine their respective rights, interests, and obligations, and the structure, capitalization, and obligations of the corporation, as follows: 1. Name of Corporation Subject to availability, the name of the corporation shall be _________________ (Name) . If this name shall not be available, then the name of the corporation shall be ____________________ (Name). 2. Purposes and Powers The corporation shall be formed to take over, assume, conduct, and carry on the business now being conducted by the partnership, and to conduct such other lawful business or businesses as subsequently may from time to time be determined by the board of directors. The corporation shall have all general powers possessed by corporations organized under __________________ (cite statute), including all powers necessary or convenient to effect any or all of the corporate purposes. 3. Principal Office The principal office for the transaction of the business of the corporation shall be located in _____________________________________________________________ ________________________ (street address, city, state, zip code) . 4. Signing Articles; First Directors The parties to this Agreement, or so many of them as may be necessary for the purpose, shall sign the Articles of Incorporation as incorporators. The persons named below shall be designated in the Articles of incorporation as the first directors of the corporation and shall serve as such until their respective successors are duly elected and qualified: Name Address ___________________________ _____________________________________ (Name of Shareholder) (Street Address, City, State, Zip Code) ___________________________ _____________________________________ (Name of Shareholder) (Street Address, City, State, Zip Code) 5. Officers The Bylaws to be adopted at the first meeting of the board of directors shall provide for the following corporate officers: president, vice-president, and secretary- treasurer. The offices shall be filled by the board of directors at their first meeting by electing the following named persons, each of whom has agreed to serve in the indicated office for the term designated in the bylaws and at the salary shown after the person's name and until the person's successor is duly elected and qualified: Office Name of Officer Monthly Salary President __________________________ $___________ (Name) Vice-President __________________________ $___________ (Name) Secretary-treasurer ___________________________ $___________ (Name) 6. Capitalization The authorized capital of the corporation shall be $____________, and the capital stock of the corporation shall be ____________ (number)shares of common stock with a par value of $____________. 7. Incorporation The incorporators shall cause the corporation to be formed within ____ days from the date of this Agreement, pursuant to __________________ (cite statute). 8. Transfer of Partnership Assets to Corporation; Assumption of Obligations Promptly after incorporation and the organizational meeting of the corporation, the incorporators, as copartners, shall sell and transfer to the corporation all the property and assets of the partnership and partnership business, including inventory, fixtures, equipment, accounts and notes receivable, bank deposits, good will, and all other personal property, both tangible and intangible, and all real property or interests in the same, including leasehold interests and rentals, and shall deliver to the corporation all books of account and records of the partnership, and shall join in the execution of all the legal instruments necessary or appropriate to the accomplishment of the sale and transfer. The corporation, through its directors and officers, shall accept the assets and shall assume the obligations of the partnership, if any, which may be outstanding at the time of the transfer, including open and current accounts payable of the partnership. 9. Valuation of Partnership Assets; Exchange for Corporate NotesIt is agreed that the fair market value of all the assets and property of the partnership, less the face amount of the partnership obligations, if any, to be transferred to the corporation, shall be determined by ____________________________________ _______________________________ (name of accountants) from the books of account of the partnership as of the date of transfer following incorporation. Such values shall be determined by standard accounting practices and norms. The corporation, through its board of directors, at the organizational meeting or an adjourned session of such meeting, shall consider the account and report of the accountants and, subject to reappraisal as provided below in this Agreement, shall determine the value of the net assets and property so transferred as the value and worth of the same to the corporation. Then the corporation, through the board of directors, shall authorize the issuance of common stock in exchange and payment for such property and assets to the incorporators as provided below. 10. Permit to Issue Shares; Stock Interests of Incorporators The corporation, through its directors, shall immediately after its organizational meeting authorize application to be made by the corporation to (e.g., Secretary of State) ________________________ for a permit to issue shares of stock in the corporation in exchange for the assets and property of the, as follows: Shareholder Shares to be issued __________________________ _____________________ (Partner One) (Number and value) __________________________ _____________________ (Partner Two) (Number and value) The parties agree that the foregoing stock allocation fully and fairly represents their respective net interests in the partnership business and assets, and each party agrees to accept the number of shares set opposite the party's name in full payment, satisfaction, and settlement of all the party's interest in the partnership and partnership business. If the (e.g., Secretary of State) ____________________________ should determine that the fair monetary value of the net assets of the partnership to the corporation is less than the amount determined above, then, as a condition to issuance of a stock permit, the reappraised value as fixed by such person agreed upon by ____________________________________________ (Names of Shareholders)shall be accepted as the basis for issuance of stock, and such adjustments in the number of shares issued shall be made as may be appropriate. The proportion of stock to be issued to the several incorporators, as provided above, shall remain the same. 11. Notices; Transfers; Partnership Liabilities A. The incorporators promptly shall cause all necessary or appropriate legal notices to be given of the proposed transfer of partnership assets to the corporation to be formed, and shall make all appropriate arrangements for the determination of tax liabilities of the partnership, including sales and use taxes, and for the transfer of licenses and permits to the corporation. B. The corporation shall indemnify the incorporators and each of them against all obligations and liabilities of the partnership which are transferred to and assumed by the corporation at the time of transfer of partnership assets. 12. Continuation of Partners in Corporate Business; Covenant Not to Compete A. Following incorporation and the assumption of the partnership business by the corporation, each of the incorporators shall continue with substantially the same duties and shall devote substantially the same amount of time to the business as previously involved in the operation of the partnership, subject to such changes as may be made in assignments and work schedules by the boardof directors. The incorporators shall receive no other salary for their services to the corporation than as provided in Section 5. B. Each of the incorporators agrees that for a period of _____ years after such Incorporator ceases to be an officer or director or employee of the corporation such incorporator will not engage in the same or any similar kind of business in which the corporation may be engaged at the time of such incorporator's separation within a distance of _________ miles of ____________ (name of city) , and ____________ (name of state). 13. Restrictions on Stock Transfers Each incorporator may, at the incorporator's election, cause the stock to which the incorporator is entitled to be issued to the incorporator and the incorporator's spouse or other member of the incorporator's immediate family, as joint tenants or otherwise. In addition, an incorporator may, at the incorporator's option, cause a transfer of the incorporator's stock, if held in the incorporator's own name, to the incorporator and the incorporator's spouse or immediate relative. No incorporator, spouse, or member of the incorporator's family shall otherwise assign, transfer, give, or sell any corporate stock except in accordance with the stock transfer provisions to be inscribed on the stock certificates, in form and content as set forth in the attached Exhibit _____. 14. Employment of Attorney The incorporators shall employ ___________________ (name) as legal counsel for the following purposes:A. To draft Articles of Incorporation, Bylaws, application for a permit to issue shares of stock, and notices, and any other documents or instruments related to the transfer of the partnership assets and business and the formation of this corporation under the laws of this state; B. To perform all other legal services necessary or convenient to the change in ownership and management of the business from a partnership to a corporation; and C. To advise the incorporators and the corporation with respect to each step necessary in its organization and the accomplishment of the terms and provisions of this Agreement. D. The charges for all such legal services, fees of all state, county, and other public officials, departments, and agencies, and all other necessary costs, including franchise tax, if any, state certificate, and seal, shall be expenses of incorporation to be paid for by the corporation, but such part of the same as may be required to be paid prior to the incorporation and organization of the corporation shall be advanced out of partnership funds. Such advances shall be repaid by the corporation to the incorporators individually, in proportion to their several proprietary interests as set forth above.WITNESS our signatures as of the day and date first above stated. ________________________ _________________________ (Printed name) (Printed name) ________________________ _________________________(Signature of Partner One) (Signature of Partner Two) Attach Exhibits State of _____________________ County of ___________________ Personally appeared before me, the undersigned authority in and for the said County and State, on this ______________ (date), within my jurisdiction, the within- named __________________ (Name of Partner One), who acknowledged that he executed the above and foregoing instrument. ________________________________ NOTARY PUBLIC My Commission Expires: ____________________ State of _____________________ County of ___________________ Personally appeared before me, the undersigned authority in and for the said County and State, on this _______________ (date), within my jurisdiction, the within- named ___________________ (Name of Partner Two), who acknowledged that he executed the above and foregoing instrument. ________________________________ NOTARY PUBLIC My Commission Expires: ____________________