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https://www.baylor.edu/content/services/document.php/117969.pdf#:~:text=officer%20is%20liable%20on%20some%20independent%20legal%20basis,for%20corporate%20obligations%3B%20but%20when%20these%20individuals%20abuse
https://www.girvinlaw.com/when-you-could-be-liable-for-corporation-debts/
Like any other general rule, however, there are certain limited exceptions where a shareholder or officer may, in fact, find themselves personally liable for the debts or liabilities of the corporation. One such situation is somewhat obvious but often overlooked – a person, including a shareholder or officer, can be held liable for the debts of a corporation if he or she has agreed that they …
https://www.legalline.ca/legal-answers/liability-of-directors-officers-and-shareholders/
One of the main benefits of the corporate form of business is that the shareholders, directors and officers of a corporation are not usually held personally responsible for the debts and obligations of the corporation. However, if a shareholder, officer, or director has personally guaranteed a loan or debt, he or she will be held personally responsible for it.
https://www.nolo.com/legal-encyclopedia/personally-liable-llc-corporate-debt-bankruptcy.html
Overview of Corporate Limited Liability. When you form a corporation or an LLC it becomes a separate legal entity apart from its owners. This means that the business itself can own assets, enter into contracts, and is liable for its own debts. If the corporation or LLC cannot pay its debts, creditors can normally only go after the assets owned ...
https://legalbeagle.com/12719411-what-liability-does-a-corporation-have-for-its-officers.html
Provided the officer engages in all corporate transactions and activities in good faith, he isn’t liable to the corporation in situations when his actions result in debts or losses. In these cases, the corporation is directly liable for any transaction the officer enters into on behalf of the business. Read More: Corporation vs. Officer vs. Owner
http://www.bledsoejacobson.com/wp-content/uploads/2016/05/CorpOfficer.pdf
officers or agents of a corporation may be held liable for their own torts even if such acts are performed within the scope of their employment or as corporate officers or agents. This is so even if no argument is advanced that the corporate form should be disregarded.8 In Florida Specialty, Inc. v. H 2 Ology, Inc.9, the Court held that Brandvold, the sole shareholder and …
https://malesculaw.com/directors-liabilities-and-responsibilities/
Corporate officers and directors may be liable for criminal or civil liabilities if they engage in misleading investors, lying to regulators, embezzling funds or willfully committing other unlawful acts. Breach of fiduciary duty.
https://www.jimersonfirm.com/blog/2014/02/operate-dissolved-corporations-can-held-personally-liable-corporate-debt-incurred/
To impute liability on a certain officer or director for the corporate debt incurred during dissolution that actual officer or director would have had to be the one who entered into the contract or obligation. Futch v. Southern Stores, Inc., 380 So.2d 444 (Fla. 1 st DCA 1979). Stated another way, if the president is the one who signed the contract, but the vice president …
https://www.forbes.com/sites/stephendunn/2011/11/13/officers-personal-liability-for-their-companys-unpaid-taxes/
States have parallel schemes for holding officers personally liable for their business’ undeposited taxes. Michigan law, for example, provides that any Michigan tax which a business incurs but ...
http://www.sgalaw.com/news-and-views/2016/3/22/0fnld63u2hvnqk2pdp0spe018hxcjy
The general rule laid out by the New York Court of Appeals in 1961 in Salzman Sign Co. v. Beck is that a corporate representative will not be liable for a corporation’s debts unless there is a manifestation “clear and explicit of the [representative]’s intention to substitute or superadd his personal liability for, or to, that of his principal.”
https://www.walkercorporatelaw.com/startup-issues/founders-beware-fiduciary-obligations-of-officers/
Directors have two basic fiduciary obligations to the corporation and its stockholders: the duty of care and the duty of loyalty. The extent of these obligations varies from state to state; however, since most companies are incorporated in Delaware, we will focus on Delaware law. Under Delaware law, the duty of care requires a director to ...
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