General Studies · Promoter Duties and Disclosure
James is a promoter for 'TechStream plc'. Two months before TechStream's incorporation, James purchased a warehouse in his own name for £200,000. After TechStream was incorporated, James sold the warehouse to the company for £300,000. He disclosed this profit to the board of directors, which consisted only of himself and his business partner, who was also a promoter. No disclosure was made to independent prospective shareholders. Which of the following statements is correct regarding James's £100,000 profit?
- 1TechStream plc can only rescind the contract but cannot recover the profit as James is not a director yet.
- 2James is not liable because he owned the warehouse before he began acting as a promoter.
- 3James is liable to TechStream plc for the profit because disclosure must be made to an independent board or shareholders.✓
- 4James is entitled to keep the profit because he disclosed it to the board of directors.
Correct answer
James is liable to TechStream plc for the profit because disclosure must be made to an independent board or shareholders.
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