Promoter's Liability: The promoter is personally liable for a pre-incorporation contract. Corporation's Liability: The corporation is not bound by a pre-incorporation contract until it accepts it. A pre-incorporation contract is a contracts that is entered into before the corporation is formed Characteristics Articles and Bylaws Defective Incorporation Ultra Vires Doctrine The Objective of the Corporation Characteristics Articles and Bylaws Pre-Incorporation Contracts Defective Incorporation Ultra Vires Doctrine The Objective of the Corporation Corporate Form