Who is responsible for initiating the incorporation of a company and owes a duty of care?

The promoter is the individual or entity responsible for initiating the incorporation of a company. This includes taking the necessary steps to form the company, such as drafting and filing the articles of incorporation, and ensuring that all legal requirements are met. The promoter plays a crucial role in the early stages of a company's life, as they often identify business opportunities, secure financing, and gather the initial team that will run the company once it is incorporated.

In addition to these responsibilities, the promoter owes a duty of care to the company they are forming, which means they must act in the best interests of the company and its future stakeholders. This duty involves making informed decisions and taking appropriate actions to safeguard the company’s interests during the formation process.

This differentiates the promoter from other roles in the business structure, such as directors, shareholders, or managers, who have specific responsibilities and duties once the company is established. While directors also have duties toward the company, they are primarily responsible for governance and decision-making post-incorporation. Shareholders are typically involved in ownership and may vote on major company decisions but do not engage directly in the initiation of incorporation. Managers are responsible for the day-to-day operations once the company is up and running, rather than the foundational tasks performed