Can this be signed electronically?

Yes. Electronic signatures are generally valid under the Federal ESIGN Act (15 U.S.C. §7001) and UETA where adopted, provided the transaction does not fall into statutory exceptions such as wills or certain court filings.

Is notarization required?

Not all states require notarization for the preincorporation agreement itself, but certain filings or bank requirements may. Check the relevant Secretary of State and bank checklist before finalizing the execution flow.

What if an attorney is disbarred later?

Include clear suspension, disbarment, and buy‑out provisions in the agreement to address forced transfers and ensure continuity while protecting the corporation from unlicensed ownership.

How do I correct a signed error?

Minor clerical errors may be corrected by an amendment or corrective affidavit signed by all parties; material errors typically require a written amendment executed by the same signers.

Who verifies bar licensure?

The firm or its counsel should verify each founder’s active licensure with the issuing state bar before admitting them as shareholders to avoid regulatory or professional discipline risk.

Can the agreement be revoked before incorporation?

Yes, parties may agree to terminate preincorporation commitments by mutual written consent; include explicit revocation and termination procedures to avoid disputes over preformation liabilities.

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Preincorporation Agreement of Professional Corporation of Attorneys

Preincorporation Agreement of Professional Corporation of Attorneys

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Pre-incorporation Agreement of Professional Corporation of Attorneys

Pre-incorporation Agreement made on the (date),

between of (street address, city, county, state, zip code), referred to herein as Alpha, and , , of referred to herein as Beta.

Whereas, the Attorneys have been engaged in the practice of law as partners under the 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 Corporation

The 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 Name

The name of the Corporation shall be .

4. Business Location and Registered Office

The 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 Subscriptions

The Corporation shall have the authority to issue (number) shares of (e.g., common stock) . Each attorney shall be entitled to purchase 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 Assets

In 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 Liabilities

No 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 Partnership

The Partnership shall remain in existence after (date), solely for the purpose of paying its liabilities and liquidating.

10. Power of Attorney

Each 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; and

D. Perform other and further acts as may be necessary to carry out the terms of this Agreement.

11. Collateral Agreements

On or prior to (date), the Attorneys shall:

A. Execute employment agreements in the form attached to this Agreement as Exhibit B; and

B. Execute restrictive stock Agreements in the form attached to this Agreement as Exhibit C.

12. Corporate Documents

A. 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 Officers

A. 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. Insurance

Attorneys 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. Amendment

This 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)

(Signature of Alpha)

(Printed name)

(Signature of Beta)

What the Preincorporation Agreement of Professional Corporation of Attorneys Is

A Preincorporation Agreement of Professional Corporation of Attorneys is a written agreement executed by the founding attorneys before formal incorporation that allocates ownership, capital contributions, governance rules, share transfer restrictions, and responsibilities pending formation. It documents who will subscribe for shares, how professional licensure requirements are satisfied, any buy‑sell or admission conditions, and allocation of fees and expenses incurred during formation. The agreement typically becomes operative on a specified effective date or automatically upon filing and acceptance of the Articles of Incorporation, and it helps reduce disputes at the moment of corporate formation.

Why a Preincorporation Agreement Matters for Law Practices

A clear preincorporation agreement preserves the corporate form, clarifies capital and ownership expectations, protects client‑service continuity, and documents compliance with professional licensing rules. It establishes admission and transfer controls critical for attorney ownership and can reduce regulatory and tax uncertainty during formation.

Who Typically Prepares and Signs This Agreement

Founding attorneys and their administrative or corporate counsel usually prepare the agreement before filing articles of incorporation.

Small firm founders and partners formalizing capital, ownership, and practice rules prior to incorporation.
In‑house or outside corporate counsel who draft subscription terms, governance provisions, and professional compliance language.
Practice managers and administrators coordinating filings, notaries, and initial corporate records for the new professional corporation.

In many cases bar counsel or a supervising partner reviews the agreement to confirm it meets state professional corporation and bar rules.

Typical Signers and Their Roles

Founder Attorney

Lead partners or founding shareholders who subscribe for shares and attest to active licensure; they sign to accept capital commitments and the governance terms that will govern the professional corporation once formed.

Corporate Counsel

General counsel or outside corporate attorneys who sign to confirm drafting, to represent the entity for formation tasks, and to certify compliance with applicable state professional corporation statutes and bar requirements.

Core Sections to Include in the Agreement

A complete preincorporation agreement addresses membership, capital, governance, professional restrictions, contingencies, and initial corporate actions so the firm has a documented path from formation to operation.

Parties

Identify each founding attorney and any entity subscriber, including full legal names, bar admission states, license numbers, and mailing addresses for service and tax reporting purposes.

Capital Contributions

Specify cash, property, or services contributed by each founder, valuation method, payment schedule, and consequences for missed contributions or adjustments.

Ownership & Shares

State share allocation, classes (if any), voting rights, and restrictions limiting ownership to licensed attorneys as required by professional corporation rules.

Governance

Describe initial board or member structure, meeting frequency, quorum, voting thresholds, and appointment procedures for officers and managers.

Transfer Restrictions

Add buy‑sell triggers, right of first refusal, involuntary transfer rules, and conditions for admission of new shareholder‑attorneys tied to licensure status.

Contingencies

Include dissolution triggers, disability or disbarment processes, indemnification, and allocation of preincorporation liabilities and formation expenses.

Stepwise Process to Complete and Use the Agreement

Follow these sequential steps to prepare, approve, and operationalize the preincorporation agreement before filing articles of incorporation.

01

Gather Documents: Collect IDs, bar records, capital schedules, and firm contact details.
02

Draft Agreement: Populate fields, attach exhibits, and define admission and transfer rules.
03

Counsel Review: Have corporate or bar counsel review for compliance and tax implications.
04

Execute & File: Obtain signatures, notarize if required, and proceed with Articles filing and record retention.

Configuring an Online Signing Workflow

Set up an ordered workflow so signers receive fields in role sequence, and retain an audit trail for compliance and later review.

Field	Configuration
Template	Save the agreement as a reusable template for future incorporations.
Signer Order	Set founders to sign in the agreed sequence to capture acceptance.
Authentication	Use email + SMS code or stronger methods for attorney identification.
Retention Copy	Automatically send final signed PDF to all parties and firm records.

Digital Signing and Submission Platform Considerations

Choose a platform that supports secure eSignatures, audit trails, and common file formats such as PDF and DOCX.

File Formats: PDF, DOCX, and fillable PDFs are commonly supported.
Integrations: Look for CRM, cloud storage, and accounting integrations.
Authentication: SMS, email, and advanced signer verification options are useful.

Ensure the chosen platform supports ESIGN/UETA compliance, optional HIPAA BAA for PHI handling, and audit logging for admission or regulatory review; confirm exportable signed PDFs and chain‑of‑custody metadata.

Where to File and Who to Notify After Execution

After executing the agreement, follow these routing steps to complete formation and internal recordkeeping.

Secretary of State: File Articles of Incorporation with the state filing office where practice will be conducted.
State Bar: Provide any required certificates or notifications to the state bar if rules require bar registration for professional corporations.
Banking: Provide executed documents to open corporate accounts and establish authorized signatories.
Corporate Records: Store the signed agreement in the minute book and distribute copies to all founders.

Typical Timing and Processing Expectations

Timelines for formation steps and regulatory notifications differ by state; plan for internal approvals and external filing processing when scheduling formation milestones.

Execute Agreement:

Finalize and sign before filing the Articles; marks commitments and capital schedules.

File Articles:

Submit Articles of Incorporation to the Secretary of State to form the legal entity.

Initial Meeting:

Hold the initial board or shareholder meeting to adopt bylaws and issue shares.

Bar Notifications:

Provide required documentation to the state bar or licensing board where applicable.

Banking Setup:

Open accounts and obtain EIN for tax and payroll purposes after incorporation.

Common Mistakes to Avoid

Using informal or inconsistent names for parties that do not match Articles or tax filings, which can complicate bank and title matters.
Failing to confirm each founder’s active licensure and license numbers before admitting them as shareholders, risking regulatory discipline.
Omitting clear share transfer and buy‑sell provisions, leading to dispute and uncertainty on departure, disability, or disbarment.
Neglecting to allocate preincorporation liabilities and expenses, which can expose founders to unexpected personal obligations.

Potential Consequences of an Incorrect Agreement

Loss of Protection: Corporate shield may be challenged

Regulatory Action: State bar sanctions possible

Tax Exposure: Unclear allocation can trigger audits

Personal Liability: Founders could face personal claims

Contract Disputes: Disagreements over contributions or profits

Formation Delays: Incorrect filings may require amendments

Essential Data Elements to Collect

Full Legal Name: Exact legal name

Bar License: State and license number

Contact Address: Street, city, state, ZIP

Capital Amount: Dollar value or asset description

Effective Date: MM/DD/YYYY format

Signature Date: Date each party signed

Supporting Documents and Export Options

Attach or retain the key supporting documents listed below and export signed copies in common formats for bank, tax, and regulatory reviews.

Supporting Documents

Articles of Incorporation, bylaws, capital schedules, shareholder consents, and minutes should be bundled with the preincorporation agreement.

Export Formats

Signed agreements should be exportable as searchable PDF/A and as DOCX for internal editing and long‑term storage.

Notarization

If a state or bank requires notarized signatures, obtain in‑person notarization or RON per state rules and retain the notary journal or RON recording.

Recordkeeping

Maintain a corporate minute book with originals and digital certified copies, and distribute signed copies to founders and the firm’s records administrator.

Comparing eSignature Vendors for Executing Formation Documents

Below is a concise pricing and capability snapshot to evaluate eSignature vendors when you plan to execute and retain preincorporation agreements electronically.

	signNow	DocuSign	Adobe Sign	PandaDoc	HelloSign
Starting Price	$8/user/mo	$15/user/mo	$14/user/mo	$19/user/mo	$15/user/mo
Free Trial	7‑day free trial	Varies by vendor	Varies by vendor	Varies by vendor	Varies by vendor
Bulk Send	Yes	Yes	Yes	Yes	Yes
Audit Trail	Yes	Yes	Yes	Yes	Yes
HIPAA Compliant	Yes	Yes	Yes	No	No
Envelope Cap	No envelope cap	100 envelopes/user/year	Varies by plan	Varies by plan	Varies by plan

Frequently Asked Questions and Answers

Answers to common questions about execution, enforceability, state differences, and electronic signing for preincorporation agreements.

Need help? Contact support

Can this be signed electronically?
Yes. Electronic signatures are generally valid under the Federal ESIGN Act (15 U.S.C. §7001) and UETA where adopted, provided the transaction does not fall into statutory exceptions such as wills or certain court filings.
Is notarization required?
Not all states require notarization for the preincorporation agreement itself, but certain filings or bank requirements may. Check the relevant Secretary of State and bank checklist before finalizing the execution flow.
What if an attorney is disbarred later?
Include clear suspension, disbarment, and buy‑out provisions in the agreement to address forced transfers and ensure continuity while protecting the corporation from unlicensed ownership.
How do I correct a signed error?
Minor clerical errors may be corrected by an amendment or corrective affidavit signed by all parties; material errors typically require a written amendment executed by the same signers.
Who verifies bar licensure?
The firm or its counsel should verify each founder’s active licensure with the issuing state bar before admitting them as shareholders to avoid regulatory or professional discipline risk.
Can the agreement be revoked before incorporation?
Yes, parties may agree to terminate preincorporation commitments by mutual written consent; include explicit revocation and termination procedures to avoid disputes over preformation liabilities.

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