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    PracticeACCAACCA LW — Corporate and Business Law Practice Exam 2Question 53
    Medium2 marksMultiple Choice
    The formation and constitution of business organisationsSection BSyllabus DCorporate and Business Law

    ACCA · Question 53 · The formation and constitution of business organisations

    Scenario: 'Urban Canopy Initiatives', a community group, wants to form a corporate entity to buy land for rooftop forests. They want limited liability to protect their members, but they do not want to issue shares, and any surplus income will be reinvested into the community rather than distributed as profit. Before incorporation, founder Elena signs a contract for a crane in the name of 'Urban Canopy Initiatives Ltd'.

    Question: What is Elena's legal liability regarding the contract for the crane?

    Answer options:

    A.

    She has no liability; the contract is void.

    B.

    She is personally liable because the company did not exist when the contract was signed.

    C.

    The company is automatically liable once it is incorporated.

    D.

    The crane supplier bears the loss.

    How to approach this question

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

    Full Answer

    B.She is personally liable because the company did not exist when the contract was signed.✓ Correct
    Under section 51 of the Companies Act 2006, a contract purported to be made by or on behalf of a company before it has been formed has effect as a contract made with the person purporting to act for the company. Therefore, Elena (the promoter) is personally liable.

    Common mistakes

    Assuming the company can just take over the liability automatically upon incorporation.
    Question 52All questionsQuestion 54

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