Hong Kong Ordinances

COMPANIES ORDINANCE - SECT 32A

Pre-incorporation contracts

(1) Where a contract purports to have been made in the name or on behalf of a
company at a time when the company has not been incorporated-

   (a)  subject to subsection (2) and any express agreement to the contrary,
        the contract shall have effect as a contract entered into by the
        person purporting to act for the company or as agent for it, and he
        shall be personally liable on and entitled to enforce the contract
        accordingly;

   (b)  the company may, after incorporation, ratify the contract to the same
        extent as if it had already been incorporated at that time and as if
        the contract had been entered into on its behalf by an agent acting
        without its authority.

(2) Where a contract is ratified by virtue of this section, the person who
purported to act for or on behalf of the company in making the contract shall
not thereafter be under any greater liability than he would have been if he
had entered into the contract on behalf of the company as an agent acting
without its authority and after its incorporation. (Added 6 of 1984 s. 21)
[cf. 1972 c. 68 s. 9 U.K.]