COMPANY LAW -PROMOTER-

1. DUTIES

1.1. To act in good faith.

1.2. To ensure there is no conflict of interest.

1.3. Erlanger v New Sombrero Phospahte Co.

2. FIDUCIARY DUTIES

2.1. Not to make any secret profit.

2.2. Not to disclose any information of the company to any outsiders.

2.3. Not to hide his personal interest through a nominee.

3. REMEDIES

3.1. Rescission.

3.2. Damages.

3.3. Disqualification as a promoter.

3.4. Reimbursement of professional's payment (will not receive his salary.)

3.5. Recovery of secret profit and constructive trust.

4. DEFINITION

4.1. Involves in setting up the company.

4.2. Enters into contract on behalf of the company before the company receives it certificate of incorporation.

5. RELATIONSHIP BETWEEN PROMOTER AND COMPANY

5.1. A promoter has the fiduciary duty to the company, not to the individual members.

5.2. The company may take legal action to the promoter if he breaches his fiduciary duties.