REVISED CORPORATION  CORPORATION BY ESTOPPEL

- Liability as General Partners.

CODE All persons who assume to
act as a corporation knowing
 CORPORATION it to be without authority to
a. An artificial being created do so shall be liable as
by operation of law; general partners for all
debts, liabilities, and
b. Having the right of damages incurred or arising
succession and the as a result thereof.
powers, attributes, and
properties authorized by Lack of Corporate Personality
law or incidental to its is not a defense. When such
existence; ostensible corporation is
sued on a transaction
 DE FACTO CORPORATION. entered into by it as a
- Defect in its incorporation. A corporation or on any tort
corporation claiming in good committed by it as such, it
faith to be a corporation shall not be allowed to use
under the code. its lack of corporate
- Where there is exist a flaw in personality as a defense.
its incorporation. (Defect in
compliance) One Who Assumes
Obligation To An Ostensible
General Rule: Its right to Corporation cannot resist
corporate powers shall not performance on the ground
be inquired into collaterally that there was in fact no
in any private suit to which corporation.
such corporation may be a
party.
GENERAL POWERS
The defect cannot be
 CORPORATE POWERS AND
challenged by a private
CAPACITY
individual nor used as a
a. To sue and be sued in its
defense to avoid claims.
corporate name;
b. To have perpetual existence
Exception: Such inquiry may
unless the certificate of
be made by the Solicitor
incorporation in accordance
General in a quo warranto
proceeding.