3.3 Pre-incorporation Contracts

The definition's core: contracts purporting to be made on the company's behalf beforeincorporation ("for and on behalf of the company to be formed"). The classical rule: the company did not exist — it cannot be bound (no ratification in the strict sense: principals must exist when the act is done); the counterparty's recourse lies against the agent/promoterpersonally (the Kelner v. Baxter logic — name only). The modern softenings: statutory provisions in some systems pre-binding the company on adoption; the novation practice (a fresh contract with the company after birth); the promoters' indemnity arrangements. Nepal's frame: the Companies Act 2063's promoter discipline (disclosure, personal liability's default) with the market's takeover practice.