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Inglese v. Aronson

A-5787-99T3 (N.J. Super. App. Div. 2001) (Unpublished)

CORPORATIONS; REVOCATION; PERSONAL LIABILITY—The reinstatement of a corporation’s certificate of incorporation relates back to the date of revocation and officers are not personally obligated for obligations incurred in the interim.

A corporation leased a store. Two years later, its certificate of incorporation was revoked for failure to file annual reports. Subsequently, it ceased doing business at a time when it owed rent to its landlord. The landlord sued the corporation for back rent and sued the president of the corporation, individually, on the theory that because its tenant’s certificate of incorporation was revoked, the president was personally liable for rent. However, the certificate of incorporation was reinstated prior to trial, so the Court held that the president had no personal liability because reinstatement of the certificate of incorporation “relates back to the date of issuance of the proclamation revoking the certificate of incorporation ... and shall validate all actions taken in the interim.”


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