Commercial LawWeek 44 beats

Piercing the corporate veil

“Sinara ang kumpanya para hindi magbayad. Makakatakas ba ang may-ari?”

A corporation is a separate person, and that separateness is the whole point of incorporating. The veil is lifted only when the separateness itself is the instrument of the wrong — and the one who wants it lifted has to prove it.

Study material, not legal advice. Written and checked by the PhilippineLaws team to the best of our knowledge; not reviewed by a lawyer. Check every provision and case against its full text before you rely on it or cite it.

Read the strip. The last panel does not answer — you do, before the rule shows up.

1of 4

A small printing shop. Tess, a paper supplier, hands an unpaid statement of account to Mr. Dizon, owner of Dizon Print Corp.

TESS

“Sir, ₱1.2 million na po ang utang ng kumpanya. Kailan po?”

The debtor is the corporation, not Mr. Dizon. Hold that fact.

2of 4

Night. Workers carry the same presses across the street into a new signboard: DIZON GRAPHICS INC. Same address book, same staff.

NARRATION

Isinara ang Dizon Print. Kinabukasan, bukas na ang Dizon Graphics — parehong makina, parehong tao.

Assets moved, obligations left behind. Watch why the new corporation was formed.

3of 4

Tess at the new shop counter. Mr. Dizon spreads his hands.

MR. DIZON

“Ibang korporasyon na po ito. Wala kaming utang sa inyo.”

The separate-personality rule is being offered as a shield against an existing debt.

4of 4

Tess holding her unpaid invoices, looking at the reader.

CAPTION

Hiwalay na tao ang korporasyon. Pero hanggang saan?

Vote before the rule.

Can Tess collect Dizon Print's debt from Dizon Graphics and Mr. Dizon?