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.

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