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Title: Allocation of risks in a pre-incorporation contract
Authors: Sabapathy, S
Keywords: Pre-incorporation contract
Personal liability rules
Non-enforcement rules
Corporate liability rules
United States
Legal position
United Kingdom
Hong Kong
Risk allocation
Issue Date: 2009
Source: International journal of private law, 2009, v. 2, no. 2, p. 150-162 How to cite?
Journal: International journal of private law 
Abstract: A pre-incorporation contract is formed prior to the incorporation of a company. A company has the capacity to enter into a contract only when it has been formally incorporated and has acquired the status of separate legal entity. Thus, a pre-incorporation contract is entered into by a promoter on behalf of a proposed company and the contractor. The purpose of this paper is four-fold. First, to state, that there are three main risks in a pre-incorporation contract. Second, to discuss the rules which have been applied by the courts to allocate these risks. Third, to consider briefly so as to how pre-incorporation contracts are dealt with in the USA. Finally, to examine and evaluate the legal position of pre-incorporation contracts in UK, Hong Kong and China and that whether these risks have been allocated efficiently in the said jurisdictions.
ISSN: 1753-6235
DOI: 10.1504/IJPL.2009.022325
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