Can I order stock before incorporating my company?
You can arrange an order before incorporation, but using the proposed company name does not give you limited liability. Unless agreed otherwise, the person acting for it is personally liable. Agree deposit terms and a replacement contract with an express release after incorporation. Discuss the buyer identity with Cambridge China Bridge.
Establish who is placing the order
A business cannot operate as a limited company until incorporated at Companies House. Under the Companies Act, a contract purportedly made for an unformed company normally takes effect with the person acting for it, who is personally liable, subject to any agreement to the contrary.
Tell the seller that incorporation is pending before accepting the quote or paying. Ask whose name will appear as buyer and which law governs the agreement. Confirm that the UK provider sells you the goods rather than acts as your agent. Our seller or agent guide covers that distinction.
Choose how to proceed before incorporation
If you want the company to be the buyer from the outset, wait for incorporation before placing the binding order. Companies House says incorporation has no legal effect until it issues the certificate. Meanwhile, ask for samples and a quotation, with written confirmation of which activities authorise expenditure or production.
If you proceed earlier, have a solicitor review the buyer wording and any proposed exclusion of personal liability. The statutory default concerns liability on the contract, not merely the deposit. Review the balance, cancellation charges and other commitments. Also check any guarantee or indemnity requested using our personal guarantee guide.
Agree the deposit and an incorporation delay
Before paying, ask what the deposit authorises: reserving capacity, buying materials, making tooling or starting production. Agree what happens if incorporation is delayed, the proposed name changes, or you abandon the company plan. Record the refund conditions, permitted deductions, supporting cost evidence and who receives any refund.
Ask the seller to identify the payer and contractual buyer on its payment acknowledgement. Agree how the deposit will be credited if the company later replaces you, and whether production pauses until the replacement is signed. Keep the quote, accepted terms, payment record and correspondence together. Do not rely on an invoice addressed to the proposed company as your liability agreement.
Replace the contract and obtain an express release
Novation is a way of transferring contractual duties to another party. Agree a written replacement between you, the seller and the incorporated company, with a solicitor checking the consent and release wording. Treat a changed invoice or payment from the company as insufficient evidence of the agreed replacement. Our contract transfer guide explains assignment and novation.
Identify the original order and the replacement's effective date. Ask the document to state that the company assumes the agreed obligations and that the seller releases you from the specified personal obligations. Spell out the treatment of existing breaches, the deposit, remaining balance, refunds, tooling and warranty claims. Check whether any personal guarantee or indemnity remains and request its release separately.
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Check the handover before paying the balance
Compare the signed replacement with the original specification, approved sample, inspection conditions, delivery arrangements and cancellation terms. Ask the seller to confirm that the deposit is credited against the same order and that no duplicate balance is due. Give your accountant the original payment evidence and replacement agreement to agree the bookkeeping and VAT treatment.
If goods have already been bought personally, ask whether you need a stock handover as well as a replacement for unfinished obligations. Our stock transfer guide covers that separate task. Keep the original records alongside the new agreement, and obtain written confirmation of the buyer identity before further production or payment.
Frequently asked questions
Can I order using my company name before it is registered?
You can arrange an order, but the proposed name does not provide limited liability. Unless agreed otherwise, the person acting for the unformed company is personally liable on the contract.
Is my personal liability limited to the deposit?
The statutory default is liability on the contract, not just the deposit. Have the balance, cancellation terms and other commitments reviewed before you accept the order.
Will I get my deposit back if incorporation fails?
Agree that outcome before paying. Ask for written refund conditions, permitted deductions, evidence of committed costs and the refund recipient.
How do I move the order into my new limited company?
Arrange a written replacement with the seller and company. Specify your release, the deposit credit and remaining obligations. Have a solicitor check it, including any continuing guarantee.