Promoters and Pre-Incorporation Contracts

A set of flashcards covering the definitions, legal sections, and duties related to promoters and pre-incorporation contracts under the CAMA.

According to Section $85$ of the CAMA, a __________ is a person who takes steps towards the formation of a company provided he has not acted in a professional capacity.

promoter

The lecture defines CAMA as the Companies and __________ Act.

Airline Matters Act

The case in point mentioned regarding promoters is __________ versus Grant.

TWI CROSS TY cross

According to Section $86$ of the CAMA, a promoter holds a __________ relationship with the company and must observe utmost good faith.

fiduciary

A promoter who acquires property or information as a fiduciary must account to the company for such property and any __________ made from its use.

profit

Any transaction between a promoter and the company may be __________ by the company unless there is full disclosure of all material facts.

rescinded

One way a transaction with a promoter can be ratified is by the company's board of directors __________ of the promoter.

independent

A transaction involving a promoter can be ratified at a general meeting where the promoter and share holders they are beneficially interested in shall not __________ on the resolution.

vote

__________ are defined as contracts entered into before the company's formation.

Pre incorporation contracts

According to Section $90\,six(one)$ of the CAMA, a pre incorporation contract is not __________ on a company until it is formed and ratified.

binding

According to Section $90\,six(two)$ and Section $9000\,six\,2$ of the CAMA, the person who entered into the contract for the company will be liable unless there is a __________ in the contract excluding that person.

clause

According to Section $95$ of the CAMA, a company enters into a contract just like an __________.

individual

By Section $99$ of the CAMA, where a deed is to be sealed, it should be by __________.

seal

According to Section $99$ of the CAMA, there are two types of seals: the __________ seal and the common seal.

official

Authentication of documents may be done by the directors, the secretary, secretaries, or any other __________ officer.

authorized

Service of documents is provided for under Section $104$ of CAMA and is guided by the __________.

rules of court

Any document outside court process is served and delivered at the company's __________ office or head office.

registered