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Question
First Light AgroTech, Inc., a proposed agricultural technology company, files with the SEC its Articles of Incorporation and By-Laws under RA 11232, PHP 4,000,000 capital stock, par PHP 1, and four directors; name clearance obtained; principal office in Legazpi City. Before the Certificate of Incorporation is issued, Promoter Ms. Dela Cruz signs a Pre-Delivery Equipment Agreement with AgroSupply Co., using the name First Light AgroTech, Inc., signing as Promoter for the proposed corporation. The contract provides that delivery and performance will occur after the certificate has been issued. The SEC subsequently issues the Certificate of Incorporation in the name First Light AgroTech, Inc. (a) When does First Light AgroTech, Inc. acquire corporate existence for purposes of its legal personality and liabilities? (b) Who is liable on the pre-incorporation contract with AgroSupply Co., and under what conditions could the corporation become bound? (c) If the corporation later ratifies or adopts the contract after incorporation, what is the effect on liability and the rights of the parties?