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Piercing the Veil of Corporate Fiction

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1Piercing the Veil of Corporate Fiction Empty Piercing the Veil of Corporate Fiction Tue Sep 23, 2008 5:34 pm

barrister

barrister
Reclusion Perpetua

Piercing the veil of corporate fiction means that while the corporation cannot be generally held liable for
acts or liabilities of its stockholders or members, and vice versa because a corporation has a personality separate and distinct from its members or stockholders, however, the corporate existence is disregarded under this doctrine when the corporation is formed or used for illegitimate purposes, particularly, as a shield
to perpetuate fraud, defeat public convenience, justify wrong, evade a just and valid obligation or defend a crime.

barrister

barrister
Reclusion Perpetua

Circumstances that may indicate that the piercing doctrine should be applied:
1. The parent corporation owns all or most of the capital of the subsidiary.
2. The parent and subsidiary corporations have common directors or officers.
3. The parent company finances the subsidiary.
4. The parent company subscribed to all the capital stock of the subsidiary or otherwise
causes its incorporation.
5. The subsidiary has grossly inadequate capital.
6. The subsidiary has substantially no business except with the parent corporation or no
assets except those conveyed to or by the parent corporation.
7. The papers of the parent corporation or in the statements of its officers, the subsidiary is
described as a department or division of the parent corporation, or its business or
financial responsibility is referred to as the parent corporation’s own.
8. The parent corporation uses the property of the subsidiary as its own.
9. The directors or executives of the subsidiary do no act independently in the interest of the subsidiary but take their orders from the parent corporation.
10. The formal legal requirements of the subsidiary are not observed.
(Phil. National Bank v. Ritratto Group, Inc., 362
SCRA 216 [2001]

sultana


Arresto Menor

Can someone please expound on this subject?
Give an example or something so we may have an better idea before we throw in some questions? Please Please...

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