Fill and Sign the Preincorporation Agreement of Professional Corporation of Attorneys Form

Pre-incorporation Agreement of Professional Corporation of Attorneys Pre-incorporation Agreement made on the _________________________ (date), between ____________________________ (Attorney Alpha) of ________________________ ____________________________________________________________________________ (street address, city, county, state, zip code), referred to herein as Alpha, and ____________________________ (Attorney Beta), __________________________________ (Name of Corporation) , of ______________________________________________________ ________________ (street address, city, county, state, zip code), referred to herein as Beta.Whereas, the Attorneys have been engaged in the practice of law as partners under the Partnership name ______________________________________ (Partnership Name) (the Partnership); and Whereas, the Attorneys desire to continue their association in the practice of law as a professional corporation (the Corporation) pursuant to the provisions of (Code section that authorizes this) ___________________________________________________.Whereas, the Attorneys desire to provide for the incorporation of the Partnership , the transfer of the properties and assets of the Partnership to the Corporation , and their respective rights, obligations and duties as shareholders, officers and employees of the Corporation.Now, therefore, In consideration of the matters described above, and of the mutual benefits and obligations set forth in this Agreement, the parties agree as follows:1. Formation of Professional CorporationThe Attorneys shall cause to be formed a professional corporation under (Code section that authorizes professional Corporations) ___________________________________, subject to the terms and conditions set forth below in this Agreement.3. Corporate NameThe name of the Corporation shall be ___________________________________ .4.Business Location and Registered OfficeThe Corporation shall have its principal business office and registered office at ____________________________________________________________________________ ___________________________ (street address, city, county, state, zip code) . 5. Commencement of Business The Corporation shall commence business as of _________________________ (date), as successor to the law practice of the Partnership as of that date; and the transfer of assets to the Corporation as provided for in this Agreement shall take place as of that date.6. Capitalization and Stock SubscriptionsThe Corporation shall have the authority to issue ________ (number) shares of (e.g., common stock) ___________________________. Each attorney shall be entitled to purchase (number) shares of stock in consideration for which he or she shall cause the Partnership to transfer its assets to the Corporation as contemplated by this Agreement. 7.Transfer of AssetsIn consideration for the issuance of shares by the Corporation, the Attorneys shall cause to be transferred to the Corporation, except as limited in below, all of the assets, including accounts receivable, owned by the Partnership as of ____________________________ (date),8.Partnership LiabilitiesNo liabilities of the Partnership shall be transferred to or assumed by the Corporation , except as specifically set forth in Exhibit A, and the Partnership shall retain sufficient assets to satisfy all liabilities existing as of _________________________ (date) being retained by the Partnership.9. Dissolution of PartnershipThe Partnership shall remain in existence after ___________________________ (date), solely for the purpose of paying its liabilities and liquidating.10. Power of AttorneyEach attorney signatory to this Agreement constitutes and appoints Alpha and Beta, or either of them, as his or her true and lawful attorney, in his or her name, place and stead, to:A. File articles of incorporation for the Corporation;B. Execute transfer documents and other documents as may be necessary to transfer the assets of the Partnership to the Corporation;C. Accept subscription agreements on behalf of the Corporation ; andD. Perform other and further acts as may be necessary to carry out the terms of this Agreement.11. Collateral AgreementsOn or prior to _______________________ (date), the Attorneys shall:A. Execute employment agreements in the form attached to this Agreement as Exhibit B; andB. Execute restrictive stock Agreements in the form attached to this Agreement as Exhibit C.12. Corporate DocumentsA. Articles of Incorporation. The initial articles of Incorporation of the Corporation shall be in the form attached to this Agreement as Exhibit D.B. Bylaws. The initial bylaws of the Corporation shall be in the form attached to this Agreement as Exhibit E.13.Directors and OfficersA. Directors. The following Attorneys shall be elected as the initial directors of the Corporation: Alpha and Beta.B. Officers. The initial officers of the Corporation shall be elected at a meeting of the shareholders to be held prior to _______________________ (date). 14.InsuranceAttorneys shall cause the Corporation to purchase a professional liability insurance umbrella policy with a limit of $_____________ and a group professional liability insurance policy with limits of $_____________ covering each director, officer, shareholder and employee rendering services on behalf of the Corporation.15. AmendmentThis Agreement may be amended or modified or supplemented only with the Agreement in writing of all of the Attorneys signatory to this instrument.16. No Waiver The failure of either party to this Agreement to insist upon the performance of any of the terms and conditions of this Agreement, or the waiver of any breach of any of the terms and conditions of this Agreement, shall not be construed as subsequently waiving any such terms and conditions, but the same shall continue and remain in full force and effect as if no such forbearance or waiver had occurred. 17. Governing Law This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of _______________________. 18. Notices Any notice provided for or concerning this Agreement shall be in writing and shall be deemed sufficiently given when sent by certified or registered mail if sent to the respective address of each party as set forth at the beginning of this Agreement. 19. Entire Agreement This Agreement shall constitute the entire agreement between the parties and any prior understanding or representation of any kind preceding the date of this Agreement shall not be binding upon either party except to the extent incorporated in this Agreement. 20. Modification of Agreement Any modification of this Agreement or additional obligation assumed by either party in connection with this Agreement shall be binding only if placed in writing and signed by each party or an authorized representative of each party. 21. Assignment of Rights The rights of each party under this Agreement are personal to that party and may not be assigned or transferred to any other person, firm, corporation, or other entity without the prior, express, and written consent of the other party. 22. Counterparts This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which together shall constitute but one and the same instrument. 23. Attorneys agree to take such further acts, including the voting of their stock in the Corporation, necessary to carry out the terms of this Agreement.WITNESS our signatures as of the day and date first above stated. _________________________________________________ (Printed name) (Printed name) ________________________ _________________________(Signature of Alpha) (Signature of Beta)