Behind the Mask
When the corporation doesn't protect its owner
Suppose a small corporation owes you money, won't pay, and
you suspect the corporate form is just a sham to protect the owners
from having to pay out of their own pockets. Can you get your money
out of the owners?
While it's still fairly rare, courts are sometimes willing
to "pierce the corporate veil," holding owners personally
liable for the debts of the corporation. Two situations especially
smack of fraud or injustice sufficient for a court to disregard the
corporate entity.
The first is when the corporation is too thinly capitalized,
which means the owners of the corporation put very little money
into it in the first place. If it's evident that they intended
for the funds not to be sufficient to pay reasonably anticipated
corporate debts, a court may hold the shareholders personally
liable.
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The second is when the formalities required of a corporation are
ignored. You'd need to show that the owners of the corporation
in question failed to treat it like a corporation, with elected
officers, separate books and regular shareholders' meetings.
You might show that they failed to file required annual reports
with the state, or that they mixed business and personal funds.
So yes, it is possible to pierce the corporate veil--but only if
you come up with clear evidence that the corporation really is a
sham.
Jane Easter Bahls is a writer in Rock
Island, Illinois, specializing in business and legal
topics.