Corporor.docx

The general rule is that a single proprietor may be organized as a corporation, in such case it i s required that a deed of assignment state that the new corporation is assuming the debts and liabilities of its predecessor otherwise the new corporation is not liable.

By way of exception, if an individial organizes a corporation to take over his business in fraud o f creditors, the corporation shall be considered a mere continuation of the predessesor business and shall be solidarily liable with the individual based on an implied assumption of liabilities. In such case the veil of corporate fiction will be pierced. There