CEU Electronic Theses and Dissertations, 2019
| Author | Laylo, John Albert Bustamante |
|---|---|
| Title | Going Solo: Piercing the Veil of Single Person Corporations in the United States of America, the United Kingdom, and the Philippines |
| Summary | In several parts of the world such as the United States of America and the United Kingdom, a single person can establish a corporation, or a company as called in other jurisdictions, which has a separate legal personality from the person who incorporated it. In the Philippines, however, a single-person corporation is a novel concept that has just been introduced into its Revised Corporation Code in 2019. Proceeding from this milieu, this paper addresses the question of when the veil of single person corporations may be pierced by the courts as established by legal doctrines that have evolved through the years. Because a single person corporation enjoys limited liability as with any other corporation with multiple shareholders, it is important to study and assess the situations when the courts in the United States and the United Kingdom pierced the veil and made the sole shareholder personally liable or otherwise when the corporate veil was upheld. This study found that the corporation laws of the United States have less provisions governing single person corporations, however, their courts are more receptive in piercing the veil of single person corporations that their English counterparts. This is shown by the number of tests that American courts can apply under the veil piercing doctrine as compared to a general prohibition under English law that the corporate entity should not be used to defraud others. As for the Philippines, it has crafted safeguards in the law to ensure that one person corporations will not be used as a tool for fraud. |
| Supervisor | Lawrence, Jessica Charles |
| Department | Legal Studies LLM |
| Full text | https://www.etd.ceu.edu/2019/laylo_john-albert.pdf |
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