This protection, however, is not absolute. In certain rare circumstances, a court can “pierce the corporate veil.” This is a legal action that sets aside the protection of limited liability and holds the shareholders personally responsible for the corporation’s debts. A court will only take this drastic step if it finds that the corporate structure has been abused to perpetrate a fraud or injustice.

The grounds for piercing the corporate veil typically involve a finding that the corporation was not a truly separate entity, but was merely the “alter ego” of its owners. The factors a court will consider include:

• Commingling of Funds: Did the owners treat the corporate bank account as their own personal piggy bank?
• Failure to Follow Corporate Formalities: Did the company fail to hold board meetings, keep corporate records, or issue stock?
• Undercapitalization: Was the corporation set up with so little capital that it was never intended to be able to meet its financial obligations?
• Fraud: Was the corporation used to defraud creditors or commit other illegal acts?

Piercing the corporate veil is an exceptional remedy, but it serves as a powerful reminder that the legal protections of the corporate form are contingent upon respecting the formalities that give it its separate legal identity.