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MindMap Gallery Pre-incorporation of Contract & Incorporation of Company

Pre-incorporation of Contract & Incorporation of Company

The process of incorporating a company involves several legal procedures and agreements that need to be undertaken before the company becomes a separate legal entity. One crucial aspect of this process is the pre-incorporation stage, which involves the creation of a contract between the individuals or entities involved in establishing the future company.This mind map aims to provide an overview of the pre-incorporation contract incorporation of a company. It will outline the essential elements, steps, and considerations for drafting and executing contracts.

Edited at 2022-07-17 11:14:29

ahmadnazre2n@gmail.com

Recent works View more works>>

Pre-incorporation of Contract & Incorporation of Company
The process of incorporating a company involves several legal procedures and agreements that need to be undertaken before the company becomes a separate legal entity. One crucial aspect of this process is the pre-incorporation stage, which involves the creation of a contract between the individuals or entities involved in establishing the future company.This mind map aims to provide an overview of the pre-incorporation contract incorporation of a company. It will outline the essential elements, steps, and considerations for drafting and executing contracts.

Pre-incorporation of Contract & Incorporation of Company

ahmadnazre2n@gmail.com

Recent works View more works>>

Pre-incorporation of Contract & Incorporation of Company
The process of incorporating a company involves several legal procedures and agreements that need to be undertaken before the company becomes a separate legal entity. One crucial aspect of this process is the pre-incorporation stage, which involves the creation of a contract between the individuals or entities involved in establishing the future company.This mind map aims to provide an overview of the pre-incorporation contract incorporation of a company. It will outline the essential elements, steps, and considerations for drafting and executing contracts.

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Pre-incorporation of Contract & Incorporation of Company

Promoters

Definition

Those who cause a company to be incorporated and also those who may later find persons to act as its directors, arrange for its shares to be offered to the public or sell assets to it, provided always that in these activities they are GENERALLY INVOLVED IN LAUNCHING THE COMPANY

Duties

Fiduciary relationship

Duty to disclose to the company any profit which he may secure

Independent board of directors

Existing or intended shareholders

Remedies for Breach

Rescission of contract

Recovery of secret profit

Damages for breach of fiduciary duty

Pre-Incorporation Contracts

contracts made before a company incorporated

has no contractual capacity

not a separate entity

promoters are responsible

Lifting of Corporate Veil

Definition

Those who are responsible may be held personally liable for the acts or purported acts of the company

Statutory Lifting of Corporate Veil

Sec. 36

1 remaining member & carries business for more than 6 months – liable to pay all debts

Sec. 67

Offence relating to financial assistance to purchase shares, etc

Sec. 121

Requires company to use its name in the documents or transaction

Sec. 303(3) & 304(2)

The officer of the company contracted a debt for a company where he had no reasonable expectation that the company would be able to pay debt

Sec. 304(1)

Liability on officer responsible for fraudulent trading by company

Sec. 305

The officer in the company who misapplied or retained the company’s money or property shall be liable to restore or repay in the event company is wound up

Sec. 365(2)(b)

If the officers wilfully pays or permits to be paid dividend exceeds the comp’s profits, personally liable to pay creditors

Sec. 46 EPF Act

The employer who failed to comply with the section (contribution) shall be liable

Sec. 108A Emp. Soc. Sec. Act

The employer who failed to provide the SOCSO shall be personally liable for the company

Effect

separate legal entity

can sue and be sued

ability to own property

limited liability on members

perpetual succession

powers of a company

a company acts through its agent