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Outland Corporation is incorporated in Wyoming. Outland's need to register as a foreign corporation in Colorado would depend on Outland making a single sale to
Outland Corporation is incorporated in Wyoming. Outland's need to register as a foreign corporation in Colorado would depend on Outland making a single sale to a Colorado resident in a year. selling through independent contractors. doing business in Colorado incorporating in Colorado 5 pts Bill, Jane, Linda, and Roy plan to form a corporation to operate their business. Before the corporation is formed, Linda finds a great deal for the initial inventory the business will need to start its operations. She signs a contract with Ace Materials to purchase $10,000 of the inventory for the business. In this case, once the corporation is formed, Linda will automatically be relieved from personal liability on the Ace contract. once the corporation is formed, Linda will be relieved from personal liability on the Ace contract as long as Ace alone agrees to release her. Linda was never personally liable on the Ace contract since she signed it for business purposes. once the corporation is formed, Linda will be relieved from personal liability on the Ace contract if the new corporation assumes the contract and Ace agrees to release her. Able, Baker, and Clark have formed a corporation that has operated for the past year, and are its only shareholders. However, Able and Baker have taken no part in the management or operations of the corporation. Clark has run the corporation and its business by himself. There has never been a formal shareholders or board of directors meeting or vote. Clark never opened a corporate checking account, paying bills from his personal accounts, plus Clark spends money for his personal expenses never knowing whether the money comes from the corporation or other sources. Johnson Supplies is owed $50,000 for inventory it sold and delivered to the corporation and for which the corporation never paid. In this case, Johnson Supplies may seek to hold Able, Baker, and Clark all personally liable for the corporate debt under the doctrine of alien incorporation Johnson Supplies may seek to hold Able, Baker, and Clark all personally liable for the corporate debt under the Commerce Clause. Johnson Supplies may seek to hold Able, Baker, and Clark all personally liable for the corporate debt under the doctrine of piercing the corporate veil. Johnson Supplies cannot seek to hold Able, Baker, and Clark all personally liable for the corporate debt since corporate shareholders are never personally liable for the debts and obligations of their corporations
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