PRE-INCORPORATION AGREEMENT

This agreement is made between the following parties: ___________________________________________________, and ________________________________________________ to organize a Corporation upon the following terms and conditions on this ______ day of ________________, 2010 at Makati City.

The parties shall form and organize a Corporation under the laws of the Philippines.  

Attached as Exhibit A are the proposed Articles of Incorporation.

The parties agree that the Corporation’s authorized stock shall be distributed, and consideration paid, as follows;

In consideration of the cash payment to the Corporation made by ____________________________________________ of the amount of  _________________________, _______________________________ shares of _________________________  (common or preferred stock shall be issued to him.

In consideration of the transfer to the Corporation of the following property: (list property, real or personal, to be transferred), ___________ shares of ________________ (common or preferred) stock shall be issued to ____________________________________.

The parties further agree not to transfer, sell, assign, pledge, or otherwise dispose of their shares of stock issued by the Corporation until they have first offered the shares for sale to the Corporation, and then, should the Corporation refuse such offer, to the other shareholders on a pro rata basis. All shares shall be offered at their book value. In the event the corporation refuses to purchase said shares, the other shareholders shall not have not less then thirty (30) days to purchase the shares. If the Corporation or other shareholders do not purchase all offered shares, remaining shares may be freely transferred to other parties by their owner without price restrictions.

The Corporation shall employ ________________________________________  as its manager for a set term of _____________ years and at an annual salary of ____________________, such  employment not to be terminated without cause and such salary not to be increased or decreased without the approval of ________ percent of the directors.

All parties to this agreement promise to use their best efforts to incorporate the organization and to commence its business in a timely fashion.

_______________________________

Signature

_______________________________

Signature

For advice on above subject, you may contact J.A.B. Bulao & Associates at jabblaw@yahoo.com or send a message to  Cell No. 09155205254

Re:   Sale of Untitled Parcel of Land

DEED OF ABSOLUTE SALE

KNOW ALL MEN BY THESE PRESENTS:

This DEED, made and executed in ______________,Philippines, by and between

__________________, of legal age, single/married to _______________, ______________ citizen, and with residence and postal address at ________________, hereinafter called the SELLER.

– and –

____________________, of legal age, single/married to _______________, ________________ citizen, and with residence and postal address at _____________________, hereinafter called the BUYER,

WITNESSETH:

THAT for and in consideration of the sum of ________________ PESOS (P___________), Philippine currency, the receipt where of his hereby acknowledged from the BUYER to the entire satisfaction of the SELLER, the said SELLER does by these presents sell, transfer and convey, in a manner absolute and irrevocable, in favor of the said BUYER, his/her heirs and assigns that certain real estate destined for, and in actual use as, ____________________ land, situated at ___________________, and more particularly bounded as follows:

Bounded on the N. by ____________; on the E. by ___________; on the S. by ____________; and on the W. by ____________; with an area of ________ square meters, more or less.

THAT the SELLER does hereby declare that the boundaries of the foregoing land are visible by means of (monuments, creeks, trees, etc.); that the permanent improvements existing thereon consist of ____________. (If none, state so.); that the land is assessed for the current year at P___________ as per Tax Declaration No. _________, and that the property is in present possession of the SELLER (or seller’s tenant or representative, as the case may be, but state the relation to the SELLER).

THAT the SELLER hereby covenants and agrees with said BUYER that he/she is a lawfully seized in fee of said premises, that the property is free and clear of all liens and encumbrances, that he/she has a perfect right to convey the same, and that he/she will warrant and forever defend the same unto said BUYER, his/her heirs and assigns against the lawful claims of third persons whomsoever;

THAT the property involved herein having not been previously registered under the Torrens system, the parties hereto have agreed to record this instrument under the provisions of Act 3344, as amended by Sec. 113 of P. D. 1529.

IN WITNESS WHEREOF, the parties hereto have hereunto set their hands at the place first above written, on this ______ day of _____________, 20 ___.

______________________             ________________________

Seller                                       Buyer

TAN ________                            TAN ________

WITH MY MARTIAL CONSENT:

______________________

Spouse of seller

SIGNED IN THE PRESENCE OF:

____________________________             _____________________________

REPUBLIC OF THE PHILIPPINES

PROVINCE OF ______________)SS.1

CITY/MUNICIPALITY OF_______)

At ___________, Philippines, on this ____ day of ______, 20 ___, personally appeared ________________, with T. A. N. ­­­­______, and Residence Certificate No. ______________ issued at _________ on 20 ____, known to me the same person who executed the foregoing instrument, and acknowledged that the same is his/her free act and deed.

Doc No.       _______

Page No.     _______

Book No.     _______

Series of 20 _______

Aform0011

For advice on above subject, you may contact J.A.B. Bulao & Associates at attybulao@gmail.com.