Medium2 marksMultiple Choice
The formation and constitution of business organisationsSyllabus DCompany FormationPre-incorporation Contracts

ACCA · Question 52 · The formation and constitution of business organisations

Section B - Scenario 3

SCENARIO: 'Lunar Logistics Ltd' is a space-freight startup. Before the company is officially incorporated at Companies House, the founders (promoters) sign a £50,000 contract with 'RocketTech' to purchase fuel tanks. The contract is signed 'by John, on behalf of Lunar Logistics Ltd'. Two weeks later, the company is incorporated. The board of directors immediately passes a resolution stating that the company 'adopts and ratifies' the fuel tank contract.

QUESTION: Who was legally liable on the contract at the exact moment it was signed?

Answer options:

A.

Lunar Logistics Ltd.

B.

John, personally.

C.

RocketTech, as they assumed the risk.

D.

No one, the contract was void ab initio.

How to approach this question

Apply s.51 of the Companies Act 2006 to pre-incorporation contracts.

Full Answer

B.John, personally.✓ Correct
Section 51 of the Companies Act 2006 dictates that a contract made by or on behalf of a company before it is formed has effect as one made with the person purporting to act for the company (the promoter). Therefore, John is personally liable.

Common mistakes

Thinking the company is liable because John signed 'on behalf of' it.

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