Feedback

 

(a) That's right. When a sole trader, partner or trustee enters into a business transaction, such as a contract, they do so as a principal contracting party, and they incur a personal liability. They are not acting as 'representatives' of their businesses, because their businesses do not have a separate legal identity.

But it is different with a company. Generally speaking a company, acting through its representative organs and agents, has the legal capacity to enter into almost any transaction that a natural person can enter into. When a director or other agent of a company enters into a legal transaction, they are acting on behalf of the company, as its representative, and the result is that the legal rights and duties are acquired by the company, not by the representative. Thus, a contract entered into by a director with a third party on behalf of the company creates a contract between the company and the third party. Property acquired by a director on behalf of the company belongs to the company. A loan made to a company creates a debt owed by the company.