What Is The Position Of A Promoter And What Are His Duties And Liabilities?


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abdul rehman answered
A promoter is not an agent for the company which he is forming, because a company cannot have an agent before it comes into existence. Further more, he is not a trustee for the company because there is no company yet in existence. The promoter stands in fiduciary relation to a company and to those persons becomes shareholder later, the promoter is accountable to the company like an agent and trustee.
He cannot make any secret profit. He must disclose everything to the company. He is personally liable for all contract made by him with third party on behalf of company.
Before incorporation a company has no legal existence and so cannot make a contract. A promoter, therefore, has no legal right to claim remuneration for his services. If the promoter enters into a contract with the company about his remuneration, after the incorporation of company, then directors are liable to pay remuneration.
The remuneration may be paid in any of these ways. If a commission on business or property taken over by the company through him. A company may give him a lump sum amount in cash. Some shares can be allotted to him. He may take a commission at a fixed rate on shares sold. He may take an option to subscribe for certain non-issued shares of company at par within a fixed period.

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