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Company's liability to promoter meaning

What does Company's liability to promoter mean?
In practice, this describes whether a newly formed company must pay a promoter’s fees and expenses and honour pre‑incorporation contracts. Across England & Wales, Scotland and Northern Ireland, there is no automatic liability. Under Companies Act 2006, s.51, a person who purports to contract on behalf of a company before it is incorporated is personally liable, unless the contract expressly provides otherwise; the company is not bound and cannot ratify at common law, but may enter a fresh contract (novation) after incorporation or agree to indemnify the promoter. A promoter has no inherent right to remuneration or reimbursement. Any payment must be properly authorised post‑incorporation (for example, by board approval, shareholder resolution or express contract) and comply with directors’ duties, disclosure requirements and corporate benefit. In Ireland, the Companies Act 2014 contains specific rules on pre‑incorporation contracts; as a general principle, the company is not liable unless, after incorporation, it validly assumes the obligation (typically by novation or statutory adoption). Promoters otherwise remain personally liable. This is a descriptive term used in company law practice rather than a defined statutory expression. Practically, parties should allocate risk in engagement letters, secure indemnities, document novations on incorporation and obtain clear authority for any promoter...
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UK tax weekly briefing: Budget preview, VAT and anti-avoidance decisions, litigation time limits, pensions GAAR, OECD Model update, HMRC management expenses campaign, case and manuals trackers, key dates

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NEWS
UK FTT upholds HMRC discovery assessment: contractor loan/EBT payments taxable as earnings, applying redirection principle; inadequate disclosure under TMA 1970 s 29(5) (O’Brien v HMRC)

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