What Is Pre Incorporation Contract?

Are you curious to know what is pre incorporation contract? You have come to the right place as I am going to tell you everything about pre incorporation contract in a very simple explanation. Without further discussion let’s begin to know what is pre incorporation contract?

When embarking on a new business venture, there are several important legal and administrative steps to take. One crucial aspect is the concept of pre-incorporation contracts. These contracts, entered into before a company is officially incorporated, lay the foundation for business operations and establish agreements between the prospective shareholders or promoters. In this blog post, we will delve into the realm of pre-incorporation contracts, understand their purpose, explore their legality, and highlight their significance in the business formation process.

What Is Pre Incorporation Contract?

Pre-incorporation contracts, also known as pre-incorporation agreements or preliminary contracts, are legal agreements entered into by individuals or groups who intend to form a company. These contracts outline the terms, conditions, and obligations between the parties involved before the company is formally incorporated and registered with the appropriate governmental authorities.

Purpose And Importance:

The primary purpose of pre-incorporation contracts is to establish the framework for the future company’s operations and define the rights and responsibilities of the promoters or shareholders. These contracts often cover crucial aspects such as:

  1. Asset Acquisition: Pre-incorporation contracts may involve the acquisition of assets, including intellectual property, real estate, equipment, or other resources necessary for the business.
  2. Financial Arrangements: The contracts may outline the funding arrangements, including capital contributions, loans, or financial commitments made by the promoters or shareholders.
  3. Shareholding and Equity: Pre-incorporation agreements can specify the distribution of shares, ownership percentages, and other equity-related matters among the promoters or shareholders.
  4. Business Operations: The contracts may address key operational matters, such as the scope of business activities, management structure, decision-making processes, and any restrictions or covenants agreed upon by the parties.

Legality And Binding Nature:

While pre-incorporation contracts are recognized and enforceable in many jurisdictions, their legal standing may vary. It is essential to consult with legal professionals and understand the specific laws and regulations governing such contracts in your jurisdiction.

In general, pre-incorporation contracts are binding on the parties involved, even though the company itself does not yet exist. Once the company is officially incorporated, these agreements are typically adopted and ratified by the newly formed company. However, if the company fails to materialize or if there are subsequent deviations from the terms of the contract, legal implications may arise.

Considerations And Best Practices:

When entering into pre-incorporation contracts, it is advisable to consider the following:

  1. Seek Legal Advice: Consulting with a legal professional experienced in corporate law is crucial to ensure compliance with applicable laws and regulations and to protect the interests of all parties involved.
  2. Clarity and Documentation: Clearly outline the terms, conditions, and expectations in the contract. Proper documentation is essential to avoid misunderstandings and potential disputes.
  3. Flexibility and Contingencies: Allow for flexibility within the contract to accommodate unforeseen circumstances or changes in the business landscape. Consider including provisions for contingencies or exit strategies, if necessary.
  4. Confidentiality and Non-Disclosure: Pre-incorporation contracts often involve sensitive business information. Including clauses related to confidentiality and non-disclosure can protect the proprietary and confidential information of the parties involved.


Pre-incorporation contracts play a vital role in the formation of a new company, serving as a bridge between the planning and execution stages. These agreements establish the groundwork for the future business, laying out the rights, obligations, and expectations of the promoters or shareholders. Understanding the legal implications and seeking appropriate legal counsel can ensure that pre-incorporation contracts are drafted effectively and provide a solid foundation for a successful and compliant business venture.

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What Is Meant By Pre Incorporation Contract?

‘A contract that purports to be made by or on behalf of a company at a time when the company has not been formed has effect, subject to any agreement to the contrary, as one made with the person purporting to act for the company or as agent for it, and he is personally liable on the contract accordingly. ‘

What Is The Nature Of Pre Incorporation Contract?

Pre-Incorporation Contract

The promoter is obligated to bring the company in the legal existence and to ensure its successful running,; and in order to accomplish his obligation he may enter into some contract on behalf of prospective company. These types of contract are called ‘Pre-incorporation Contract’.

What Is The Difference Between Pre And Post Incorporation Contract?

Pre-Incorporation Period Profits of a Company

The period before incorporation is the pre-incorporation period of the company, and the period after its incorporation is the post-incorporation period of the company.

What Is Pre Incorporation And Provisional Contracts In Company Law?

Provisional contracts become binding as soon as company becomes eligible for commencing business and do not require any ratification. Promoters are liable on preincorporation contracts unless covered under Special Relief Act.

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