Revised Corporation Code · Title II: Incorporation and Organization of Private Corporations

Section 20

Corporation by Estoppel

All persons who assume to act as a corporation knowing it to be without authority to do so shall be liable as general partners for all debts, liabilities and damages incurred or arising as a result thereof: Provided, however, That when any such ostensible corporation is sued on any transaction entered by it as a corporation or on any tort committed by it as such, it shall not be allowed to use its lack of corporate personality as a defense. Anyone who assumes an obligation to an ostensible corporation as such cannot resist performance thereof on the ground that there was in fact no corporation.

Text of Republic Act No. 11232 (approved February 20, 2019), which repealed Batas Pambansa Blg. 68, the 1980 Corporation Code. Shown as enacted; check SEC issuances for implementing rules. For information and research only, and not legal advice.