The articles of association are the founding document that is submitted to the Secretary of State to create the company. It defines the name and address of the company, the authorized number of shares, the conditions of each class and / or series of capital stock and either opt-in or out of various other matters that govern the company and described in the statutes of the state in force. This is the foundation on which you will build. Whenever I unravel, modify or verify a founding share purchase agreement with Vesting-Schedule (also known as a restricted stock purchase agreement or stock restriction agreement), I usually try to obtain a document that is pleasant for venture capital firms in Serie A. The reason for this is that a maturity in the Series A term sheet will condition the agreement of the agreement on the agreement to restrict the investor`s shares. If the founders do not have limited share agreements, investors demand that they be executed as part of the transaction. If they exist, investors will determine if they are satisfactory in the way they are or if they wish to modify agreements or execute new ones. Share purchase agreements should not be used for the sale of assets. 16.4. The beneficiaries and beneficiaries of the assignment. The rights and benefits of the enterprise under this Agreement shall be transferred to one or more persons or entities, and all agreements and understandings entered into under this Agreement shall apply to and be enforceable against the assigns and assignments of the enterprise. The founder`s rights and obligations under this agreement may only be assigned with the prior written consent of the company and any alleged assignment is otherwise void or not.
An inventory purchase agreement prevents future litigation and legal challenges of the sale. If any of the founders` shares are issued subject to redemption, that founder should choose to submit a 83(b) election to the IRS. For Choice 83(b) to be effective, it must be submitted to the IRS within 30 days of the date of purchase. The tax impact of failing to file an Election 83(b) can be serious, so if you`re a founder and you`re about to do so or if you`ve recently started a business, be careful! While the stockpile limitation agreement does not already provide for one, individual founders often want a „double trigger“ acceleration determination. In a typical startup, it is the one who controls the board who controls the start-up.