© Copyright Envision Corporation. 2002. All rights reserved.

Protected by the copyright laws of the United States & Canada and by international treaties. IT IS
ILLEGAL AND STRICTLY PROHIBITED TO DISTRIBUTE, PUBLISH, OFFER FOR SALE, LICENSE OR SUBLICENSE, GIVE OR DISCLOSE TO ANY OTHER
PARTY, THIS PRODUCT IN HARD COPY OR DIGITAL FORM. ALL OFFENDERS WILL BE SUED IN A COURT OF LAW.

CHECKLIST
©
FOR COMPLETE CONTRACTS TERMS
C
o Not all items are relevant in all contractual situations In some situations, other provisions may be
p appropriate that are not listed below The following checklist is, however, a basic and general guide as to
y what provisions it may be important to include, or at least consider, in the business contracts that you
r enter into This document is not intended to substitute for legal advice nor legal wording provided by a
i competent advisor in the relevant legal jurisdiction
g
h Parties
t
 Names
E  Addresses
n  Number of shares subscribed by each
v  Cash
i  Property
s  Description
i  Valuation
o  Size of loan to be made by each
n  Terms
 Interest
C  Maturity
o
r Incorporation agreement
p
o  Agreement to form corporation
r  State of incorporation
a  Additional states for qualification
t  Name
i  Substitute if unavailable
o  General purposes and powers
n  All lawful purposes
.  Special purposes and powers
 Principal office
2
0 Capitalization
0
2  Classes of stock (Series & Number of authorized shares)
.  Par or no-par value
 Preemptive rights
A  Preferences of classes
l  Dividends (Cumulative or non-cumulative)
l
 Redemption rights
r  Voting powers of classes
 For directors
i
 © Copyright Envision Corporation. 2002. All rights reserved. Protected by the copyright laws of the United States & Canada and by international treaties. IT IS
ILLEGAL AND STRICTLY PROHIBITED TO DISTRIBUTE, PUBLISH, OFFER FOR SALE, LICENSE OR SUBLICENSE, GIVE OR DISCLOSE TO ANY OTHER
PARTY, THIS PRODUCT IN HARD COPY OR DIGITAL FORM. ALL OFFENDERS WILL BE SUED IN A COURT OF LAW.

 For ordinary actions of corporation

 For extraordinary actions of corporation
 Debt capital
 Amount
 Terms
 Lender(s)

©
Directors and officers

C  Number of directors
o  Names of first directors
p  Number and titles of officers
y  Names of first officers to be elected
r
i
g Implementation of agreement
h
 Employment of attorney
t  Name and address
 Attorney’s powers and duties
E  Responsibility of parties for incorporation expenses
n  Proportionate to capital invested by party
v  Subscription payments
i  Time of payment
s  Event causing payment
i  Payment into escrow fund until all subscriptions received
o
n
Special provisions
C
 Payment to promoters for services
o  Cash
r  Stock
p  Public issue of stock or debt
o  Amount
r  Underwriters or method of sale
a  Manner of compliance with securities and blue-sky laws
t  Assumption of property and liabilities of existing business of incorporators
i  Allocation of stock or securities
o  Property to be purchased
n  From incorporators
.  From others
 Method of valuation
2  Leases, franchises or other special contracts to be entered into by corporation
0  Valuation or terms if with incorporations
0  Close corporation provisions
2  Restrictions on transferability of stock
.  Right of first refusal
 Cross purchase agreements
A
l
l

r
© Copyright Envision Corporation. 2002. All rights reserved. Protected by the copyright laws of the United States & Canada and by international treaties. IT IS
ILLEGAL AND STRICTLY PROHIBITED TO DISTRIBUTE, PUBLISH, OFFER FOR SALE, LICENSE OR SUBLICENSE, GIVE OR DISCLOSE TO ANY OTHER
PARTY, THIS PRODUCT IN HARD COPY OR DIGITAL FORM. ALL OFFENDERS WILL BE SUED IN A COURT OF LAW.

 Valuation of stock
 Funding of agreements with insurance
 Employment contracts for key employees
 Terms
 Salary
 Class voting to elect stated number of directors by each class of stock
 Class voting to amend articles of incorporation or bylaws
 Percentage vote to approve
 Electing named persons as officers
 Pro rata participation in additional stock issues
 Adoption of fringe employment benefits
 Pension and profit-sharing plans
 Life, medical, and other insurance
 Incorporation of agreement into articles of incorporation and bylaws
 Ratification by shareholders and directors

General provisions

 Entire agreement between parties

 Amendments only in writing signed by parties
 Further assurances to implement agreement
 Non-assignability of agreement
 State law controlling
 Special federal tax provisions to be followed

Closing

 Signatures
 Witnesses
 Notarization