Company promoter duties (UK)

A promoter who acts for a proposed company occupies a fiduciary position and must not make an undisclosed profit from the promotion. A material interest or profit must be properly disclosed to an appropriately independent decision maker; the company may have remedies such as rescission or an account of profit, subject to the facts and legal conditions. A pre-incorporation contract is a separate issue: the company does not yet exist and section 51 can make the person acting personally liable unless agreed otherwise.