Are shareholders of a corporation liable for the debts and liabilities of the corporation?

Prince Edward Island, Canada


The following excerpt is from MacInnis v. Rayner & Raylink, 2016 PESC 40 (CanLII):

It is well established that shareholders of a corporation are not liable for the debts and liabilities of a corporation unless the corporate entity has been used for fraudulent or improper purposes. Only then is the court permitted to disregard the corporate veil. (See Ontario v. Cordoba, 2016 ONCJ 13 at paras. 51 and 52.) Courts should only disregard the separate legal personality of a corporate entity and thus pierce the corporate veil in exceptional cases such as where those that completely dominated and are in control of the corporation have expressly directed a wrongful act to be done, or when the company is incorporated for an illegal, fraudulent, or improper purpose, or where it is being used as a shield for fraudulent or improper conduct. (See Cordoba at para. 91.) None of the indicia required as prerequisites to pierce the corporate veil are present in the case at bar.

Other Questions


What is the difference between a shareholder's notice of acceptance and rejection of an offer in a shareholder’s agreement? (Prince Edward Island, Canada)
What is the test for determining liability for failure to obtain informed consent in a medical malpractice case? (Prince Edward Island, Canada)
Is the Village of O'Leary liable in the circumstances of a motor vehicle accident? (Prince Edward Island, Canada)
What is the current state of the law on liability for the escape of a dangerous substance from the owner's property? (Prince Edward Island, Canada)
What is the test for a plaintiff to recover damages from a corporation? (Prince Edward Island, Canada)
Does the court have a duty to look behind the corporate structure and ignore it if it is being used for fraudulent purposes or as a puppet to a third party? (Prince Edward Island, Canada)
What is sufficient assets for a corporation to be enforceable in a personal injury action? (Prince Edward Island, Canada)
Is the Simplified Procedure Rule reserved for simple debt cases and the like? (Prince Edward Island, Canada)
Is a failure to sound a horn conclusive of liability? (Prince Edward Island, Canada)
What is the test for obtaining relief under s. 24 of the Charter? (Prince Edward Island, Canada)
X



Alexi white


"The most advanced legal research software ever built."

Trusted by top litigators from across North America.