Mbca Statutory Requirements
X, Y, and Z prepare articles of incorporation and comply with all the statutory requirements, except their attorney never files the articles with the Secretary of State in their state. The state has adopted the MBCA. Having been told by their lawyer that the articles had been filed, the three operate as a corporation for three years. A creditor now wants to hold X, Y, and Z personally liable on a debt. Can the creditor do so? Posts are due July 30.
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While the firm acted as a corporation for three years, it was never more than a general partnership in regards to its entity status. Because the firm never filed articles of incorporation with the Secretary of State for another type of limited liability formation, the general partners are and can be held personally liable for debts incurred by the firm. I would hesitate to say that the corporate veil has been pierced, as in the case there really is not even a corporate veil.
Per The Model Business Corporation Acr, or MBCA, which is followed in thirty two states and is a set of laws that set the standard for the definition of corporations, the most common factors that courts consider in determining whether to pierce the corporate veil are: (1) the existence of fraud; (2) failure to adhere to corporate formalities; (3) inadequate capitalization; and (4) abuse of the corporate entity so as to amount to complete domination. Some corporations may be especially vulnerable to violating the above factors inadvertently, simply because of their size and business practices.
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While the firm acted as a corporation for three years, it was never more than a general partnership in regards to its entity status. Because the firm never filed articles of incorporation with the Secretary of State for another type of limited liability formation, the general partners are and can be held personally liable for debts incurred by the firm. I would hesitate to say that the corporate veil has been pierced, as in the case there really is not even a corporate veil.
Per The Model Business Corporation Acr, or MBCA, which is followed in thirty two states and is a set of laws that set the standard for the definition of corporations, the most common factors that courts consider in determining whether to pierce the corporate veil are: (1) the existence of fraud; (2) failure to adhere to corporate formalities; (3) inadequate capitalization; and (4) abuse of the corporate entity so as to amount to complete domination. Some corporations may be especially vulnerable to violating the above factors inadvertently, simply because of their size and business practices.