Company law : Promotion

2009-02-10 10:02 pm

What is the role and duties of a company promoter?

If X and Y decide to lease a unit to form a company to produce toys.
X contracts to purchase 100 material from Z ltd in the name of XY company, without consulting X (The company has not yet receive its certificate of incorporation).
Do they have any liability to Z ltd? (before and after receive certificate of incorporation)

更新1:

Then what is the role and duties of a company promoter? I know a promoter owe the company fiduciary duties, but what exactly is a fiduciary duty?

回答 (1)

用戶2576

2009-02-11 7:28 pm

✔ 最佳答案

A limited company is a legal person and can make any contract and be binded thereof. In your case, the company is still under incorporation, the 'person' is still not yet borned not until a Certificate of Incorporation ( 'Birth Certificate") be issued by the Companies Registry.
Theoretically speaking, no contract at all. Any person held out to make a contract in name of a non-existed entity is personally liable for this act. Of course, a rectification could be made in name of the limited company after it is incorporated with the approval from the Board of Directors.

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