Review a founder's preformation contract before the new company takes it over

Obtain the complete agreement a founder signed before incorporation, including schedules and later changes. Identify the named party, the signer's stated capacity and the governing law. Compare its date with the accepted formation instrument and any separate effective time.

For a Delaware corporation, section 106 ties corporate existence to the formation filing, subject to section 103(d)'s timing rules. Give counsel the actual chronology rather than assuming the company existed when the founder chose its name or ordered incorporation. A signature using a proposed company name requires review of the contract and applicable law.

List the rights the business needs, the continuing performance obligations and any deposits, deliverables or property already exchanged. Identify whether the founder wants to remain a party, be released or simply have the company perform future work. These are separate instructions for counsel.

Keep reimbursement of a founder's spending distinct from changing the contracting party. The company paying an invoice does not supply the full evidence of the parties' intended legal arrangement. Ask counsel what adoption, assignment, assumption, replacement agreement or counterparty release is appropriate under the actual contract.

Prepare the contract, the chronology and counsel's proposed documents for the authorized corporate decision-makers. Include obligations that remain with the founder and any proposed company commitment to that person. If the founder has a personal interest in the arrangement, ask counsel to address the appropriate approval process.

Record the version approved and the officer authorized to execute the company's documents. Avoid a vague resolution adopting all preformation activities when the reviewers have not seen the material contracts. A specific schedule helps the company identify which arrangements were considered and which still require investigation.

Send the counsel-approved package through the contract's required communication route. Verify the counterparty signer's authority and retain the completed instrument. An account administrator changing the billing name may have no role in approving an assignment or releasing the founder.

Compare the final document with the corporate approval and identify its effective date. If the counterparty rejects a release or adds conditions, return the change to counsel and the approving body as needed. Do not announce that the founder has no further liability unless the legal review supports that conclusion.

Give the operating team the approved contracting party, performance instructions and effective date. Link the original agreement to the company's approval and the executed transition document. Preserve the founder's original signature and historical invoices rather than rewriting them under the company's later name.

Keep unresolved contracts on a separate list with a responsible owner. The completed record should answer who made the original promise, what the new company agreed to do and whether the counterparty changed or released any obligation. Finance can then record the approved facts without being asked to infer legal adoption from a payment.