Incorporation Notice Template

INCORPORATION NOTICE

This Incorporation Notice (the Notice) is made effective as of by and between Incorporator Name: , Incorporator Address: ; and Recipient Name: , Recipient Address: .

RECITALS

WHEREAS, Incorporator has caused an entity to be duly organized and incorporated under the laws of the jurisdiction identified below for the purpose of conducting lawful business and affairs in accordance with its certificate of incorporation and bylaws;

WHEREAS, the parties desire to provide formal notice of the formation of the corporation and to set forth certain initial corporate particulars necessary for records and for receipt by the Recipient.

WHEREAS, the parties intend that this Notice constitute a written statement of the material facts regarding formation, initial capitalization, registered agent, and initial governing persons of the corporation as of the effective date above.

NOW, THEREFORE, in consideration of the mutual covenants set forth below, the parties agree as follows:

1. NOTICE OF INCORPORATION

Incorporator hereby notifies Recipient that a corporation has been formed with the following particulars. This Notice is provided for informational and record-keeping purposes and does not itself convey any equity or contractual rights except as otherwise expressly set forth herein.

2. COMPANY DETAILS

3. REGISTERED AGENT AND OFFICE

4. CAPITALIZATION

The corporation’s authorized capital stock is described as follows. The incorporator certifies that the shares described below are authorized by the corporation’s certificate of incorporation.

5. INITIAL GOVERNANCE

The initial board of directors and officers appointed or elected in connection with formation are set forth below. These individuals will serve until their successors are duly elected or appointed in accordance with the corporate bylaws.

6. CORPORATE PURPOSE

7. EFFECT OF INCORPORATION

Upon formation, the corporation is a separate legal entity. The incorporator represents and warrants that all required formation documents have been filed with the appropriate filing office in the jurisdiction stated above, and that the information contained in this Notice is true and correct to the best of the incorporator’s knowledge as of the effective date.

8. NOTICES

All notices and communications required or permitted under this Notice shall be in writing and shall be delivered to the addresses set forth below or to such other address as any party may designate by written notice to the other party.

9. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that it has the full power and authority to enter into this Notice and that the person signing on its behalf is duly authorized to do so. The incorporator further represents that, to the best of its knowledge, no pending legal proceeding exists that would prevent the corporation from carrying on its intended business following formation.

10. MISCELLANEOUS

Governing Law: This Notice shall be governed by and construed in accordance with the laws of the jurisdiction of incorporation, without regard to conflict of law principles.

Entire Agreement: This Notice constitutes the entire written understanding between the parties with respect to the subject matter hereof and supersedes all prior written or oral communications concerning the formation details described herein.

Severability: If any provision of this Notice is held invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect.

Amendments; Waiver: No amendment or waiver of any provision of this Notice shall be effective unless in writing and signed by both parties.

Counterparts: This Notice may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

CERTIFICATION

The incorporator certifies under penalty of perjury that the information contained in this Notice is true and correct, and that all corporate formation filings required by the jurisdiction named above have been completed as of the incorporation date shown.

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