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PRE-INCORPORATION CONTRACTS & INCORPORATION OF COMPANY - Coggle Diagram
PRE-INCORPORATION CONTRACTS & INCORPORATION OF COMPANY
Promoters
Twycross v Grant
A person who undertakes to form a company with reference to a given project and to set it going, and who takes the necessary steps to accomplish that purpose.
Duties
to disclose to the company any profit which he may secure
Pre-Incorporation Contracts
Contracts made before a company is incorporated.
Section 65(1)&(2)
Enable the outsider to enforce the contract either against the company after it is incorporated when it ratifies the contract or against the persons who purported to execute the contract on behalf of the non-existent company if it does not.
Incorporation of A Company
Section 20
Have LEGAL PERSONALITY SEPARATE from that of its members
CONTINUE IN EXISTENCE until it is removed from the register
Effects
Can sue and be sued
Ability to own property
Separate legal entity
Limited liability on members
Perpetual succession
Lifting of the Corporate Veil
Pull aside the persona and look to see who is behind
Those who are responsible may be held personally liable for the acts or purported acts of the company