It's over. Dwelling on an unfortunate exam will get me nowhere. So here's a remembrance of that first try.
General Rule: Doctrine of Separate Corporate Personality
A corporation is a juridical entity vested with separate and distinct personality from those composing it. Hence, obligations incurred by it, through its directors, officers, and members acting within their authority, are its sole responsibilities.
Exception: Doctrine of Piercing the Veil of Corporate Fiction
However, circumstances may warrant the disregard or lifting of its separate and independent corporate personality such as when the corporation is used as a cloak or cover for fraud, illegality, or injustice, or to defeat public policy, defend crime, justify wrong, evade just and due obligations, or when the corporation is merely an alter ego or business conduit of a person or another entity, or when it is so organized or formed that it is merely an instrumentality, agency, or adjunct of another corporation. Such circumstances must be clearly established.
In such case, the corporation is considered merely as an association of persons and the liabilities of the former will attach to the latter. In other words, the responsible officers shall be personally liable for corporate obligations.
General Rule: Doctrine of Separate Corporate Personality
A corporation is a juridical entity vested with separate and distinct personality from those composing it. Hence, obligations incurred by it, through its directors, officers, and members acting within their authority, are its sole responsibilities.
Exception: Doctrine of Piercing the Veil of Corporate Fiction
However, circumstances may warrant the disregard or lifting of its separate and independent corporate personality such as when the corporation is used as a cloak or cover for fraud, illegality, or injustice, or to defeat public policy, defend crime, justify wrong, evade just and due obligations, or when the corporation is merely an alter ego or business conduit of a person or another entity, or when it is so organized or formed that it is merely an instrumentality, agency, or adjunct of another corporation. Such circumstances must be clearly established.
In such case, the corporation is considered merely as an association of persons and the liabilities of the former will attach to the latter. In other words, the responsible officers shall be personally liable for corporate obligations.
2 comments:
heartbreak? joke mo naman, karl! nasa top 5 ka nga. haha
Hehe I wrote this post before I received my grade... hehe God is good... ;)
Post a Comment