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Hi,
As per the case Kelner v Baxter; if the date on the Certificate of Incorporation was accidentally stated to be before the pre-incorporation contract, would the company be liable for the wine this time or would the promoter still be held liable?
N.B. To my understanding, once the date of incorporation is stated then that is that
Thanks
Your understanding is correct … so far as I understand
But this could lead to some bizarre situations … if the date on the certificate of incorporation is incorrect (say 10 years too early) that means that, without question, that company has existed for 10 years
But it has never completed a tax return nor an annual return.
It has never produced annual financial statements
And for any or all of the above, the company could face a fine and the directors (perpetual failure to comply with financial statement filing deadlines (3 times in 5 years)) could face disqualification under the CDDA
According to Jubilee Cotton Mills v Lewis, if the company exists, then it exists!
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