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    PracticeACCAACCA LW — Corporate and Business Law Practice Exam 4Question 13
    Medium2 marksMultiple Choice
    Corporate and Business LawSection ASyllabus DBusiness Organisations

    ACCA · Question 13 · Corporate and Business Law

    Marcus is acting as a promoter for a new tech startup, 'CyberShield Ltd', which has not yet been incorporated. He signs a lease agreement for office space, signing the document 'Marcus, on behalf of CyberShield Ltd'. Once the company is incorporated, it moves into the office. Who is legally liable on the lease agreement under the Companies Act 2006?

    Answer options:

    A.

    CyberShield Ltd is liable, because they moved into the office and implicitly ratified the contract.

    B.

    Marcus is personally liable, as the company did not exist at the time the contract was made.

    C.

    Both Marcus and CyberShield Ltd are jointly and severally liable.

    D.

    The contract is void and neither party is liable.

    How to approach this question

    Apply Section 51 of the Companies Act 2006 regarding pre-incorporation contracts.

    Full Answer

    B.Marcus is personally liable, as the company did not exist at the time the contract was made.✓ Correct
    Under Section 51 of the Companies Act 2006, a contract that purports to be made by or on behalf of a company at a time when the company has not been formed has effect as one made with the person purporting to act for the company (the promoter). The promoter is personally liable. A company cannot ratify a pre-incorporation contract; a completely new contract (novation) must be formed.

    Common mistakes

    Believing that a company can simply 'adopt' or 'ratify' a pre-incorporation contract once it is formed.
    Question 12All questionsQuestion 14

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