# Promoter [Section 2(69)]
## Meaning (Concept)
A promoter is a person — individual, firm, company, etc. — who performs the preliminary duties necessary to bring a company into being and float it. The promoter:
- Conceives the business idea, develops it, and induces others to join;
- Gathers the subscribers to the Memorandum;
- Gets the MOA & AOA prepared, executed and registered;
- Engages the bankers, brokers and legal advisers;
- Identifies the first directors;
- Settles the terms of preliminary contracts with vendors; and
- Arranges for preparation, advertisement, circulation of the prospectus and placement of capital.
## Statutory Definition [Sec 2(69)]
"Promoter" means a person —
- (a) who has been named as such in a prospectus, or is identified by the company in the annual return referred to in Section 92; or
- (b) who has control over the affairs of the company, directly or indirectly, whether as a shareholder, director or otherwise; or
- (c) in accordance with whose advice, directions or instructions the Board of Directors of the company is accustomed to act.
> Exception: A person acting merely in a professional capacity (e.g., a solicitor, an accountant) on behalf of the promoter and paid by him is NOT a promoter.
## Visualising the Test
Think of it as three independent gateways — satisfying any one makes a person a Promoter:
1. Named (prospectus / annual return); or
2. Controls (shareholder/director/otherwise); or
3. Shadow Promoter (Board accustomed to act on his instructions).