De jure company. Your business is considered a de jure company if you have done everything required by law to become a corporation. That is, a de jure company is a company organized according to the requirements of the relevant statutes. In these situations, no one can question the state of your business, including private parties or the state. A de jure partnership is a bona fide company that meets all requirements and has provided liability protection limited by law. This doctrine is generally used to protect shareholders from liability. If a person enters into a contract on behalf of a corporation that is not a de jure partnership, this doctrine may protect the person from liability. However, most States do not apply the doctrine if there is reason to believe that the person concerned knew that the incorporation efforts were flawed at the time of the action declared on behalf of the corporation. A de facto corporation, on the other hand, is a corporation that is not properly incorporated but is recognized by the court as a legal corporation. To become a de facto corporation, a corporation must meet certain requirements required by court law.
A third doctrine is a society by estoppel. It is intended to protect the officers and shareholders of a corporation that has not been properly incorporated and does not meet the criteria of a de jure or de facto corporation. If a person has done business with such a corporation that is believed to be a corporation, he or she may subsequently be prevented from refusing the corporation`s corporate status. The word de jure refers to a question of law. A de jure partnership is one that meets all the requirements of its law on the incorporation of the State and is therefore legally entitled to operate as a corporation. A company with de jure status is allowed to issue shares on the market, hold meetings of the board of directors and conduct its day-to-day business. De facto company. A de facto corporation exists when steps are taken to establish the corporation, but the corporation has not complied with all aspects of the applicable articles. The company is not protected against any challenge by the State in the context of a quo warranto procedure, but against third parties.
Generally, the courts will de facto determine whether the corporation meets three requirements: (1) there must be a law that makes the constitution legally possible (as in Florida); (2) there was an attempt by color on the part of the corporation to comply with the articles; (3) and some actual use or exercise of company privileges. A de facto corporation is essentially a bona fide attempt to become a corporation, but does not meet all the requirements due to certain technical details. Congratulations on the steps taken to start your business. Becoming a business has unlimited benefits; in particular, the possibility of acquiring extended capital and limited liability. The steps required to become a business in the eyes of the law can be difficult. This involves explanations and elaborate documents. Despite your best onboarding efforts, things can often go wrong accidentally without you realizing that it jeopardizes the limited liability you`re looking for. The worst part is that you may not even know that you have exposed yourself to additional liability due to a mistake in the incorporation process.
Three scenarios can occur when a person tries to fit in, which may or may not result in certain limitations of liability. Corporation of Estoppel. Even if your company has not met the requirements of your state`s corporate statute, you can still claim your limited liability company. Estoppel occurs when a third party has acted with your business on the basis and belief that your business is indeed a business. He is prevented from denying the company`s corporate status. Essentially, because he acted with the company in the belief that it is the corporation – and the belief that he would not later be able to deny the fact that the company has limited liability – the third party will not be able to claim later that it is not a corporation. Limited liability is the most important benefit of constitution. Sometimes it`s in play without realizing it, and it may be time to look at the state of your business.
Call Trembly Law Firm at (305) 431-5678 to schedule a consultation.