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Old 04-22-2015, 07:16 PM
1 posts, read 540 times
Reputation: 10


So i am tasked with completing the articles of incorporation for my good friend, here in Alaska. i have a legal set of Articles lifted from another entity we were once involved with and am "adjusting" those articles to submit for our new company.

i have some background in reading law and writing law but it is quite rusty and i am not by any stretch, "trained" in this field. Nevertheless, we intend to start up an entity that develops I.P.'s and brings them to market through licensing agreements and similar methods (no manufacturing).

The reason i am posting is to get input on correct wording for share "restrictions", a "preemtive rights" section and a "tag-along/drag-along" provision which i will paste here. I dont need legal advice on whether i should include these rights just that our intent is stated correctly in "legal-eze".

Here is the section i am playing with:

Capital Stock
(a) Number: The aggregate number of shares which the corporation shall have authority to issue is 5,000,000 (Five Million) shares of no par common stock.
(b) Voting: Each shareholder of record shall have one vote ...
(c) Quorum: ...shall constitute a quorum.
(d) Restrictions: In any case of a majority transfer of ownership by, but not limited to, a proposed sale, merger, transfer or exchange for consideration of the company;
i. initial shares issued to founders are governed by the "FOUNDER STOCK RESTRICTION AGREEMENT"
ii. all other Common stock shares are governed by any “Stockholder Agreement” which may exist from time to time.

The lines a,b,c are standard and reduced for pasting here. the critical line is in italic and involves "restriction" on shares

The question there is: is that written well enough that the intent is clear and likely legal? And do the restrictions imagined by the "FOUNDERS Agreement" need to actually appear in the articles, or; is just the agreement reference enough?

Other questions:
Similarly, would the "from time to time" phrase allow us to enter temporary or permanent agreements with future investors?

Also, would the Founder agreement be sent along as an attached "exhibit" or simply kept on file at the Corporate offices?

I searched the forums for specific threads on Articles and found almost nothing but im just hoping to get in front of the right viewer by chance.

I have more on preemptive rights, but lets start here, THANKS ALL!
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