Medium2 marksMultiple Choice
Corporate and Business LawSection BSyllabus DBusiness Organisations
This question is part of a case study — click to read the full scenario(Case 52)

SCENARIO: Global Water Initiative (GWI) is an NGO transitioning into a formal corporate structure. The founders decide to incorporate as a private company limited by guarantee. They submit their registration documents to Companies House. Before the certificate of incorporation is issued, one of the founders, Sarah, signs a lease for office space in the name of 'GWI Ltd'.

In a company limited by guarantee, what is the extent of the members' financial liability?

ACCA · Question 54 · Corporate and Business Law

SCENARIO: Global Water Initiative (GWI) is an NGO transitioning into a formal corporate structure. The founders decide to incorporate as a private company limited by guarantee. They submit their registration documents to Companies House. Before the certificate of incorporation is issued, one of the founders, Sarah, signs a lease for office space in the name of 'GWI Ltd'.

What is the legal status of the lease signed by Sarah?

Answer options:

A.

The lease is binding on GWI Ltd once it is incorporated.

B.

The lease is void and neither Sarah nor GWI Ltd is liable.

C.

Sarah is personally liable on the lease.

D.

GWI Ltd can simply ratify the lease after incorporation to remove Sarah's liability.

How to approach this question

Apply Section 51 of the Companies Act 2006 to the facts.

Full Answer

C.Sarah is personally liable on the lease.✓ Correct
Because the certificate of incorporation had not yet been issued, GWI Ltd did not legally exist. Under s.51 of the Companies Act 2006, a contract purported to be made by a company before it is formed makes the person acting for the company (Sarah) personally liable. The company cannot simply ratify it later; a new contract (novation) is required.

Common mistakes

Assuming the company automatically takes over the contract once formed.

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