Section 108
of International Business Companies Order, 2000
Section 108
(1)
A person who enters into a written contract in the name of an IBC before it comes into existence is personally bound by the contract and is entitled to the benefits of the contract except where –
(a)
the contract specifically provides otherwise; or
Incorporating amendments until S 53/2017
(Clean Vesion) NANI/zimah _ as of 11 February 2020
87
BLUV as at 20th June 2017
(b)
subject to any provisions to the contrary the IBC adopts the contract under subsection (2).
(2)
Within a reasonable time after an IBC comes into existence, the IBC may, by any action or conduct signifying its intention to be bound thereby, adopt a written contract entered into in its name or on its behalf before it came into existence.
(3)
Where an IBC adopts a contract under subsection (2) –
(a)
the IBC shall be bound by and entitled to the benefits of, the contract as if the IBC had been in existence at the date of the contract and had been a party to it; and
(b)
subject to any provisions of the contract to the contrary, the person who acted in the name of or on behalf of the IBC shall cease to be bound by or entitled to the benefits of the contract and shall be indemnified by the
IBC in respect of any liabilities incurred in the name of an IBC as provided in section 108(1).
Contracts for payment or transfer.