Business law
Business organizations
Common law business forms:
Sole proprietorship
Partnership  · Corporation
General partnership
Business trust
Statutory business forms:
Limited partnership
Proprietary limited company
Public limited company
Limited liability partnership
Limited liability company
Civil law corporate forms:
AB  · AG  · GmbH  · K.K.
N.V.  · OY  · S.A.  · A/S
Doctrines
Corporate governance
Limited liability  · Ultra vires
Business judgment rule
De facto corporation and corporation by estoppel
Piercing the corporate veil
Related areas of law
Contract  · Civil procedure

De facto corporation and corporation by estoppel are both terms that are used by courts to describe circumstances in which is a business organization that has failed to become a de jure corporation (a corporation by law) will nonetheless be treated as a corporation, thereby shielding shareholders from liability. Image File history File links SmallLadyJustice. ... Commercial law or business law is the body of law which governs business and commerce and is often considered to be a branch of civil law and deals both with issues of private law and public law. ... Business organizations or Business Associations is an area of law that covers the broad array of rules governing the formation and operation of different kinds of entities by which individuals can organize to do business. ... This article concerns the common-law legal system, as contrasted with the civil law legal system; for other meanings of the term, within the field of law, see common law (disambiguation). ... A Sole proprietorship is a business which legally has no separate existence from its owner. ... In the common law, a partnership is a type of business entity in which partners share with each other the profits or losses of the business undertaking in which they have all invested. ... A corporation is a legal entity (distinct from a natural person) that often has similar rights in law to those of a Civil law systems may refer to corporations as moral persons; they may also go by the name AS (anonymous society) or something similar, depending on language (see below). ... This article needs to be wikified. ... An income trust is an ownership vehicle for certain assets or businesses. ... Statutory law is written law (as opposed to oral or customary law) set down by a legislature or other governing authority such as the executive branch of government in response to a perceived need to clarify the functioning of government, improve civil order, answer a public need, to codify existing... A limited partnership is a form of partnership similar to a general partnership, except that in addition to one or more general partners (GPs), there are one or more limited partners (LPs). ... A Proprietary limited company or abbreviated as under Australian law is a business structure that has at least one shareholder with a limited number of shares. ... The initials plc after a UK or Irish company name indicate that it is a public limited company, a type of limited company whose shares may be offered for sale to the public. ... Limited liability partnerships (LLP) are a form of business organization. ... The examples and perspective in this article do not represent a worldwide view. ... Civil law is a codified system of law that sets out a comprehensive system of rules that are applied and interpreted by judges. ... Aktiebolag is the Swedish term for a corporation, i. ... The German term Aktiengesellschaft (IPA /aktsiəngəzεlʃaft/) (abbreviated AG) means a corporation which is limited by shares, , owned by shareholders. ... Gesellschaft mit beschränkter Haftung (GmbH or GesmbH) is a type of legal entity created in Germany in 1892. ... The kabushiki kaisha (Jp. ... S.A. is the abbreviation of Société Anonyme in French, Spółka Akcyjna in Polish, Sociedad Anónima in Spanish, Sociedade Anónima in Portuguese, or Naamloze Venootschap (N.V.) in Dutch, generally designating corporations in various countries. ... Osakeyhtiö, directly translated as share corporation, is the Finnish equivalent of Limited company (Ltd or LLC) or Gesellschaft mit beschränkter Haftung (GmbH). ... S.A. is the abbreviation of Société Anonyme in French, Spółka Akcyjna in Polish, Sociedad Anónima in Spanish, Sociedade Anónima in Portuguese, or Naamloze Venootschap (N.V.) in Dutch, generally designating corporations in various countries. ... An aksjeselskap is the Norwegian term for a stock-based corporation. ... Corporate governance is the set of processes, customs, policies, laws and institutions affecting the way a corporation is directed, administered or controlled. ... Limited liability (LL) is liability that is limited to a partner or investors investment. ... Ultra vires is a Latin phrase that literally means beyond the power. ... The business judgment rule is a case law-derived concept in Corporations law whereby a court will refuse to review the actions of a corporations Board of Directors in managing the corporation unless (1) there is some allegation of conduct that violates the corporate Duty of Care or Duty... The corporate law concept piercing (Lifting) the corporate veil describes a legal decision where an officer, director, or shareholder of a corporation is held liable for the debts of the corporation despite the general principle that those persons are immune from suits in contract or tort that otherwise would only... All the textbooks define a contract as either a promise or an agreement that is enfored or recognised by the law. ... Civil procedure is the body of law that sets out the process that courts will follow when hearing cases of a civil nature (a civil action). These rules govern how a lawsuit or case may be commenced, what kind of service of process is required, the types of pleadings or... A court is an official, public forum which a sovereign establishes by lawful authority to adjudicate disputes, and to dispense civil, labour, administrative and criminal justice under the law. ... A corporation is a legal entity (distinct from a natural person) that often has similar rights in law to those of a Civil law systems may refer to corporations as moral persons; they may also go by the name AS (anonymous society) or something similar, depending on language (see below). ... A shareholder or stockholder is an individual or company (including a corporation) that legally owns one or more shares of stock in a joint stock company. ...

De facto corporation

In order for a de facto corporation to be created, the following elements must exist:

1. There must be an incorporation statute that lays out the various requirements under which legal incorporation can be accomplished;
2. There must have been a good faith attempt to comply with the statute by the intended incorporators;

   For example, if the articles of incorporation were mailed to the appropriate office, but addressed to the wrong person, lost in the mail, or not filed by the corporation by the time the corporation began acting in an official capacity.

3. There must have been act made on the corporation's behalf by its purported officers or agents.

If all of these requirements are met, then the business will be treated as a corporation for all purposes, except with respect to acts by state itself. However, most states will not apply this doctrine to protect a person who was aware that the incorporation effort was defective at the time that they purported to act on behalf of the corporation. A statute is a formal, written law of a country or state, written and enacted by its legislative authority, perhaps to then be ratified by the highest executive in the government, and finally published. ... The Articles of Incorporation (sometimes also referred to as the Certificate of Incorporation or the Charter) are the primary rules governing the management of a corporation, and are filed with a state or other regulatory agency. ... Agency is an area of law dealing with a contractual or quasi-contractual relationship between at least two parties in which one, the principal, authorizes the other, the agent, to represent her or his legal interests and to perform legal acts that sometimes bind the principal. ...

Corporation by estoppel

Corporation by estoppel, on the other hand, applies against someone who deals with a business as if it were a corporation, irrespective of whether there was a good faith effort by the business to incorporate. The person doing business with such an entity may later be estopped from arguing that it is not in fact a corporation, in an attempt to reach the assets of the incorporators. For the same reason, defendants who had acted as a corporation will be estopped from denying liability as a corporation when sued by a plaintiff who had relied on the defendant's corporate form when dealing with the defendant. Estoppel is an equitable doctrine proposing that any person who asks the courts to enforce a legal remedy should have a clear conscience. ...

Differences between de facto corporation and corporation by estoppel

Unlike a de facto corporation, the theory of corporation by estoppel only applies to contract claimants, not tort claimants, because contract claimant should have known the nature of the entity with which they were doing business. All the textbooks define a contract as either a promise or an agreement that is enfored or recognised by the law. ... In the common law, a tort is a civil wrong, other than a breach of contract for which the law provides a remedy. ...