You can get a customer before incorporation, but the future company cannot be the legal seller before it exists. The founder may contract/invoice in an existing legal capacity, subject to tax/licence rules, or use a carefully drafted pre-incorporation promoter contract. Specific Relief Act sections 15(h) and 19(e) recognise certain promoter contracts that the company later accepts and communicates acceptance of.
Be explicit about who is selling
Founder / proprietor
Contract/invoice should name the actual person/proprietorship with correct tax/GST position.
Promoter contract
Can be for the proposed company, but post-incorporation acceptance and statutory conditions matter.
Pilot / LOI
A limited or non-binding pilot can validate demand while incorporation is underway.
No paper trail
Worst option: customer pays personally while later documents pretend company sold service.
What the Specific Relief Act says
Section 15(h) allows a company, in stated circumstances, to obtain specific performance of a promoter contract made before incorporation for the company if warranted by terms of incorporation and later accepted/communicated. Section 19(e) contains corresponding enforcement language.
Do not assume every founder email automatically binds the new company. Purpose, incorporation terms, acceptance and communication matter.
Do not backdate the company into the sale
| Situation | Seller identity | After incorporation |
|---|---|---|
| Work completed before company existed | Existing person/proprietor, subject to tax/GST facts | Do not rewrite historical supply as company supply. |
| Qualifying promoter contract | Promoter/pre-incorp wording clear | Company can consider formal acceptance/communication. |
| Work starts after company exists | New company once bank/tax/invoice setup ready | Use company details from effective date. |
| Subscription straddles incorporation | Needs cut-over/novation/new contract | Avoid double billing or entity confusion. |
One effective date prevents months of confusion
Seller identity controls tax records
Do not promise a company GST invoice if company does not yet have the relevant registration or the supply belongs to the pre-incorporation seller. Thresholds, compulsory registration and place-of-supply rules can change the answer.
Speed is good; false history is not
Entity does not exist.
Seller and accounting trail may differ.
Do not rewrite history.
Enterprise customer may need new KYC/GST/bank validation.
Founder delivered pilot but company later sells product with no clean transfer.
Entity mismatch gets harder with every customer.
Got the customer signal? Make the legal seller ready for scale
The Ernakulam Pvt Ltd page is the next step when customers start depending on the company existing. For the base entity setup, see the national Private Limited Company Registration guide.
Questions people ask before acting
Can I receive money before incorporation?
Yes in the legal capacity that exists, subject to tax/GST/licence rules. Do not call it company revenue if company did not exist.
Can I invoice in future company name?
No. A future company should not be presented as an existing seller.
Can company take over pre-incorp contract?
Sections 15(h)/19(e) recognise certain promoter contracts if statutory conditions are met.
Should I incorporate before paid pilot?
Not always, but a paid B2B pilot is a strong incorporation trigger.
Can I sign a fresh company contract later?
Often re-papering can be commercially cleaner; preserve the original rights/work/customer consent correctly.
Official sources used
Community discussions were used to find real founder questions. Legal and tax statements are anchored to official sources.
TargoLegal Research and Editorial Desk · 14 August 2026. Recheck live forms, notifications and rules before acting.
