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AAA Corporation v. Costanzo

A-6240-99T5 (N.J. Super. App. Div. 2001) (Unpublished)

CORPORATIONS; OFFICERS; PERSONAL LIABILITY—In the absence of fraud or express reliance on the individual credit of the officers, corporate officers are not individually liable for corporate debts incurred while the corporate charter is revoked for failure to file an annual report.

There was a dispute between a construction supplier and an individual as to whether the individual did business as an individual or through a corporation. The construction supplier argued that the individual would be personally liable for the debts of his corporation, because of the revocation of the corporation’s charter for failure to file an annual report with the Secretary of State. The Court rejected this argument, pointing out “in the absence of fraud or express reliance on the individual credit of the officers, corporate officers are not individually liable for corporate debts incurred while the charter is revoked for failure to file its annual report.”


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