question archive Bob and Shirley attempted to form a corporation for the restaurant Bob & Shirley's

Bob and Shirley attempted to form a corporation for the restaurant Bob & Shirley's

Subject:BusinessPrice:2.84 Bought6

Bob and Shirley attempted to form a corporation for the restaurant Bob & Shirley's. Bob and Shirley inadvertently failed to file the articles of incorporation. Can they still be treated as a corporation? If yes, how and in which situations?

If I am not mistaken, this would still be considered a corporation under intent, correct? If not, please elaborate in as much detail as possible. Roughly 10 or more sentences.

Technically, there is no country, state, or locality listed in the question. However, my guess is that it pertains to the United States.

pur-new-sol

Purchase A New Answer

Custom new solution created by our subject matter experts

GET A QUOTE

Answer Preview

In my opinion, I agree that they can still be considered as a corporation, but as a de-facto corporation. A de facto corporation is one that is formed in good faith and it meets with all the conditions of incorporation set within a specific region but fails to follow all the required laws. 

Step-by-step explanation

In my opinion, I agree that they can still be considered as a corporation, but as a de-facto corporation. A de facto corporation is one that is formed in good faith and it meets with all the conditions of incorporation set within a specific region but fails to follow all the required laws. Such kind of a corporation will still be taken as a corporation specifically for the purpose of transactions with third parties. Such companies will not have official status but they will remain an incorporation nevertheless.  In this case, Shirley and Bob tried to form a corporation and they forgot to file the article of incorporation. Therefore, the business will be considered as a de facto corporation for the sake of carrying out all the relevant transactions until they file for the article of incorporation within the standards of the law. When the corporation files for the article of incorporation within the law, it will become a de jure corporation. A de jure corporation is one that meets all the legal requirements of incorporation. Unless they meet all the requirements by filing for the article of incorporation, Bob and Shirley's company cannot be considered legal according to the law making it remain as a de-facto corporation. Failure to file for the article of incorporation is one of the frequent causes making corporations to be deemed defective. 

Related Questions