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General Counsel · Technology & AI
15+ years as General Counsel to technology, cloud & AI companies
AGREEMENT BY COMPANY ADOPTING CONTRACT MADE ON ITS BEHALF BEFORE ITS INCORPORATION
Open Legal LibraryUpdated 7 Jul 2026
A short tripartite agreement by which a newly-incorporated company formally adopts and ratifies a contract that was entered into on its behalf before it was incorporated, in India. The company assumes the rights and obligations under the earlier contract as if it had existed at the date of that contract, and the promoter who signed on the company's behalf is discharged from all liability. It is executed under the company's common seal pursuant to a board resolution.
AGREEMENT BY COMPANY ADOPTING CONTRACT MADE ON ITS BEHALF BEFORE ITS INCORPORATION
This Agreement is made at ____________ on this ______ day of ____________, 20____, between Shri A of the First Part, Shri B of the Second Part, and AB & Co. Ltd. (hereinafter referred to as "the Company") of the Third Part.
Whereas, after the execution of the contract dated ____________ (hereinafter referred to as "the said contract") between Shri A, the vendor, and Shri B, on behalf of the Company, the said Company, AB & Co. Ltd., has been incorporated under the Companies Act, 2013.
Now it is hereby agreed by and between the parties hereto as under:
1. The said contract dated ____________ is hereby adopted by the Company, and shall be binding on the said Shri A and on the Company in the same manner, and shall take effect in all respects, as if the Company had been in existence at the date of the agreement.
2. Shri B, who actually signed on behalf of the proposed Company, shall be discharged from all liability under the said contract, as the Company has adopted and ratified the said contract.
IN WITNESS WHEREOF the parties hereto have put their hands and signatures, and the Company has caused its common seal to be affixed, in the presence of Shri ____________ and Shri ____________, two directors, who have set their respective hands and signatures the day and year first hereinabove written, in terms of the Resolution passed by its Board of Directors in their meeting held on ____________.
The Common Seal of AB & Co. Ltd. was affixed in the presence of:
Director: ________________________
Director: ________________________
Signature of Shri A: ________________________
Signature of Shri B: ________________________
WITNESSES:
1. ________________________
2. ________________________
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About this template
What is this template?
This document is a formal ratification agreement between a vendor, a promoter, and a new company. It contains specific language to transfer liability from an individual to a legal entity and requires the affixing of a common seal. It is not a novation agreement for existing companies.
When should you use it?
Use this when a company has been registered under the Companies Act 2013 and needs to take over a contract signed by its founders during the pre-registration phase. Use a standard Novation Agreement instead if the company already existed when the original contract was signed.
What's inside
| Clause | Name | What it does |
|---|---|---|
| 1 | Adoption of Contract | The Company adopts the specified contract as if the Company had been in existence at the original date of the agreement. |
| 2 | Discharge of Liability | The individual who signed the pre-incorporation contract on behalf of the proposed Company is discharged from all personal liability. |
Who it's for
- a newly formed Indian company ratifying a vendor contract signed by its promoter prior to incorporation
- a promoter seeking to be discharged from personal liability for an agreement made on behalf of a proposed entity
How long it runs and how it's signed
How long
Runs until the work is done
Signed by
Vendor, Promoter, Director, Director
Witness
Required
Notarisation
Not required
Also needed
company seal; Board of Directors resolution
Law it's drafted under
Governed by
Companies Act, 2013
Jurisdiction
India
Document info
GitLaw document. Document created on Fri Jun 26th, 2026. Last updated on Tue Jul 7th, 2026.
This document is public
Licensed under CC BY 4.0 (Attribution).
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