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62-403: Swebus Express AB , trading as just Swebus between 2009 and 2018, was one of Sweden's largest long distance coach operators. Swebus had a "seat guarantee" for journeys bought at least 24 hours before departure, meaning it promised to bring in the necessary extra coaches in case of extensive booking on a departure. Swebus Express' was focused in southern Sweden, with Uppsala and Stockholm in

124-519: A "foreign" corporation . In determining whether or not the corporate veil may be pierced, the courts are required to use the laws of the corporation's home state. This issue can be significant; for example, California law is more liberal in allowing a corporate veil to be pierced, while the laws of neighboring Nevada make doing so more difficult. Thus, the owner(s) of a corporation operating in California would be subject to different potential for

186-490: A " fraud " exception to the separate corporate personality. Similarly, in Gencor v Dalby , the tentative suggestion was made that the corporate veil was being lifted where the company was the "alter ego" of the defendant. In truth, as Lord Cooke (1997) has noted extrajudicially, it is because of the separate identity of the company concerned and not despite it that equity intervened in all of these cases. They are not instances of

248-420: A DBA must be registered with a local or state government, or both, depending on the jurisdiction. For example, California, Texas and Virginia require a DBA to be registered with each county (or independent city in the case of Virginia) where the owner does business. Maryland and Colorado have DBAs registered with a state agency. Virginia also requires corporations and LLCs to file a copy of their registration with

310-467: A DBA statement, though names including the first and last name of the owner may be accepted. This also reduces the possibility of two local businesses operating under the same name, although some jurisdictions do not provide exclusivity for a name, or may allow more than one party to register the same name. Note, though, that this is not a substitute for filing a trademark application. A DBA filing carries no legal weight in establishing trademark rights. In

372-466: A criminal offence which leads to the offender's conviction, then "the veil of incorporation is not so much pierced as rudely torn away": per Lord Bingham in Jennings v CPS , paragraph 16. Thirdly, where the transaction or business structures constitute a "device", "cloak" or "sham", i.e. an attempt to disguise the true nature of the transaction or structure so as to deceive third parties or the courts. In

434-654: A doctrine of control for lifting the veil, the House of Lords reasserted an orthodox approach. According to a 1990 case at the Court of Appeal, Adams v Cape Industries plc , the only true "veil piercing" may take place when a company is set up for fraudulent purposes, or where it is established to avoid an existing obligation. However, cases were rare and their justification in light of the Salomon principle remained doubtful. In VTB Capital, Lord Neuberger sympathised with rejecting

496-506: A number of theories in the early 1920s for lifting the corporate veil on the basis of "domination" by a parent company over a subsidiary. These cases have led to an encompassing codification of group law provisions in the AktG 1965 (§§ 291 - 319 AktG). By contrast, a general doctrine of piercing the veil for abuse of the legal personality of the company has never really taken hold in Germany. It

558-505: A shell corporation. Factors that a court may consider when determining whether or not to pierce the corporate veil include the following: Not all of these factors need to be met in order for the court to pierce the corporate veil. Further, some courts might find that one factor is so compelling in a particular case that it will find the shareholders personally liable. For example, many large corporations do not pay dividends, without any suggestion of corporate impropriety, but particularly for

620-618: A small or close corporation the failure to pay dividends may suggest financial impropriety. In recent years, the Internal Revenue Service (IRS) in the United States has made use of corporate veil piercing arguments and logic as a means of recapturing income , estate , or gift tax revenue, particularly from business entities created primarily for estate planning purposes. A number of U.S. Tax Court cases involving Family Limited Partnerships (FLPs) illustrate

682-406: Is an example of that. Mr Macaura was the sole owner of a company he had set up to grow timber. The trees were destroyed by fire but the insurer refused to pay since the policy was with Macaura (not the company) and he was not the owner of the trees. The House of Lords upheld that refusal based on the separate legal personality of the company. In English criminal law there have been cases in which

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744-409: Is called a razón social . Piercing the corporate veil Piercing the corporate veil or lifting the corporate veil is a legal decision to treat the rights or duties of a corporation as the rights or liabilities of its shareholders . Usually a corporation is treated as a separate legal person , which is solely responsible for the debts it incurs and the sole beneficiary of the credit it

806-505: Is generally assumed to state the current law in the UK, even though the restriction of "abuse" to evasion only can be questioned and there were statements in Prest v Petrodel that supported a broader approach. It is noteworthy that under English law, piercing the veil can never be used to make shareholders pay for contractual debts of the company because they have not been party to that contract. In

868-430: Is known as "totality of circumstances". There is also the matter of what jurisdiction the corporation is incorporated in if the corporation is authorized to do business in more than one state. All corporations have one specific state (their "home" state) to which they are incorporated as a "domestic" corporation , and if they operate in other states, they would apply for authority to do business in those other states as

930-439: Is owed. Common law countries usually uphold this principle of separate personhood , but in exceptional situations may "pierce" or "lift" the corporate veil. A simple example would be where a businessperson has left their job as a director and has signed a contract to not compete with the company they have just left for a period of time . If they set up a company which competed with their former company, technically it would be

992-502: Is that the individual subsidiaries within a conglomerate will be treated as separate entities and the parent cannot be made liable for the subsidiaries' debts on insolvency. Furthermore, it can create subsidiaries with inadequate capitalisation and secure loans to the subsidiaries with fixed charges over their assets, despite the fact that this is "not necessarily the most honest way of trading". The rule also applies in Scotland. While

1054-424: Is too similar to a name that is already registered. Using one or more fictitious business names does not create additional separate legal entities. The distinction between a registered legal name and a fictitious business name, or trade name, is important because fictitious business names do not always identify the entity that is legally responsible . Legal agreements (such as contracts ) are normally made using

1116-481: Is used, among others, such as assumed business name or fictitious business name . In Canada , " operating as " (abbreviated to o/a ) and " trading as " are used, although " doing business as " is also sometimes used. A company typically uses a trade name to conduct business using a simpler name rather than using their formal and often lengthier name. Trade names are also used when a preferred name cannot be registered, often because it may already be registered or

1178-511: The House of Lords held that it was a decision to be confined to its facts (the question in DHN had been whether the subsidiary of the plaintiff, the former owning the premises on which the parent carried out its business, could receive compensation for loss of business under a compulsory purchase order notwithstanding that under the rule in Salomon, it was the parent and not the subsidiary that had lost

1240-466: The United Kingdom , there is no filing requirement for a "business name", defined as "any name under which someone carries on business" that, for a company or limited liability partnership, "is not its registered name", but there are requirements for disclosure of the owner's true name and some restrictions on the use of certain names. A minority of U.S. states, including Washington , still use

1302-461: The IRS's use of veil-piercing arguments. Since owners of U.S. business entities created for asset protection and estate purposes often fail to maintain proper corporate compliance, the IRS has achieved multiple high-profile court victories. Reverse veil piercing is when the debt of a shareholder is imputed onto the corporation. Throughout the United States, the general rule is that reverse veil piercing

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1364-511: The Swebus name is no longer in use. After Swebus was acquired by Stagecoach in October 1996, Swebus' long distance routes were branded as Swebus Express from 21 April 1997. In the beginning it had the same livery as Stagecoach, just with a different logo. A large marketing campaign between April and August, which included free return tickets, led to some routes quintuple their passenger rates in

1426-418: The U.S., trademark rights are acquired by use in commerce, but there can be substantial benefits to filing a trademark application. Sole proprietors are the most common users of DBAs. Sole proprietors are individual business owners who run their businesses themselves. Since most people in these circumstances use a business name other than their own name, it is often necessary for them to get DBAs. Generally,

1488-509: The United States, corporate veil piercing is the most litigated issue in corporate law. Although courts are reluctant to hold an active shareholder liable for actions that are legally the responsibility of the corporation, even if the corporation has a single shareholder, they will often do so if the corporation was markedly noncompliant with corporate formalities, to prevent fraud, or to achieve equity in certain cases of undercapitalization. In most jurisdictions, no bright-line rule exists and

1550-834: The business). Likewise, in Bank of Tokyo v Karoon , Lord Goff, who had concurred in the result in DHN , held that the legal conception of the corporate structure was entirely distinct from the economic realities. The "single economic unit" theory was likewise rejected by the CA in Adams v Cape Industries , where Slade LJ held that cases where the rule in Salomon had been circumvented were merely instances where they did not know what to do. The view expressed at first instance by HHJ Southwell QC in Creasey v Breachwood , that English law "definitely" recognised

1612-407: The business. Numbered companies will very often operate as something other than their legal name, which is unrecognizable to the public. In Chile , a trade name is known as a nombre de fantasía ('fantasy' or 'fiction' name), and the legal name of business is called a razón social (social name). In Ireland , businesses are legally required to register business names where these differ from

1674-434: The company and not the person competing. But it is likely a court would say that the new company was just a "sham" or a "cover" and that, as the new company is completely owned and controlled by one person, the former employee is deliberately choosing to compete, placing them in breach of that non-competing contract. Despite the terminology used which makes it appear as though a shareholder's limited liability emanates from

1736-592: The company was acquired by FlixBus, and in September 2018 the brand name ceased to be used. Some routes were season-specific. This list is not complete. [REDACTED] Media related to Swebus Express at Wikimedia Commons Trading as In a number of countries, the phrase " trading as " (abbreviated to t/a ) is used to designate a trade name. In the United States , the phrase " doing business as " (abbreviated to DBA , dba , d.b.a. , or d/b/a )

1798-414: The context of a duly authorized corporate meeting. This is quite often the case when a corporation facing legal liability transfers its assets and business to another corporation with the same management and shareholders. It also happens with single person corporations that are managed in a haphazard manner. As such, the veil can be pierced in both civil cases and where regulatory proceedings are taken against

1860-414: The corporate structure has been used as a mere device. The cases of Tan v Lim , where a company was used as a "façade" (per Russell J.) to defraud the creditors of the defendant and Gilford Motor Co Ltd v Horne , where an injunction was granted against a trader setting up a business which was merely as a vehicle allowing him to circumvent a covenant in restraint of trade are often said to create

1922-448: The corporate veil being pierced but instead involve the application of other rules of law. Finally, the "fraud exception" was rejected in Prest v Petrodel Resources Ltd . There have been cases in which it is to the advantage of the shareholder to have the corporate structure ignored. Courts have been reluctant to agree to this. The often cited case Macaura v Northern Assurance Co Ltd

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1984-435: The corporate veil is the inextricable commingling of the assets of the company and the shareholder ("Vermögensvermischung"). But shareholders can be held liable in tort (§ 826 BGB) in the case of an interference destroying the corporation ("existenzvernichtender Eingriff"). The corporation must not be stripped, without compensation, of funds that are required to meet its foreseeable future obligations. If these are taken away by

2046-504: The corporate veil was not necessary. There would be direct liability in tort for the parent company if it had interfered in the subsidiary's affairs. The High Court before it had held that liability would exist if the parent exercised control, all applying ordinary principles of tort law about liability of a third party for the actions of a tortfeasor. The restrictions on lifting the veil, found in contractual cases made no difference. This jurisdiction has been settled to play an important role in

2108-522: The corporate veil. As a matter of law, a duly formed and registered company is a separate legal entity from those who are its shareholders and it has rights and liabilities that are separate from its shareholders. A court can pierce the limited liability of the corporate entity and look at what lies behind it only in certain circumstances. It cannot do so simply because it considers it might be just to do so. Each of these circumstances involves impropriety and dishonesty. The court will then be entitled to look for

2170-453: The corporation has a small number of shareholders, limited assets, and recognition of separateness of the corporation from its shareholders would promote fraud or an inequitable result. There is no record of a successful piercing of the corporate veil for a publicly traded corporation because of the large number of shareholders and the extensive mandatory filings entailed in qualifying for listing on an exchange. German corporate law developed

2232-420: The corporation's veil to be pierced if the corporation was to be sued, depending on whether the corporation was a California domestic corporation or was a Nevada foreign corporation operating in California. Generally, the plaintiff has to prove that the incorporation was merely a formality and that the corporation neglected corporate formalities and protocols, such as voting to approve major corporate actions in

2294-534: The county or city to be registered with the State Corporation Commission. DBA statements are often used in conjunction with a franchise . The franchisee will have a legal name under which it may sue and be sued, but will conduct business under the franchiser's brand name (which the public would recognize). A typical real-world example can be found in a well-known pricing mistake case, Donovan v. RRL Corp. , 26 Cal. 4th 261 (2001), where

2356-477: The courts have been prepared to pierce the veil of incorporation. For example, in confiscation proceedings under the Proceeds of Crime Act 2002 monies received by a company can, depending upon the particular facts of the case as found by the court, be regarded as having been 'obtained' by an individual (who is usually, but not always, a director of the company). In consequence those monies may become an element in

2418-565: The doctrine altogether, but left the issue undecided because it did not matter for the outcome. Soon afterwards, in Prest v Petrodel, a divorce case where the matrimonial home was not held by the husband but by his company, the Supreme Court confirmed the existence of the doctrine in English law, but narrowed it down to practical irrelevance. The "fraud exception" was dismissed. According to the leading judgement by Lord Sumption, piercing

2480-461: The human rights cases and. Within the context of competition law , "undertakings" (which may encompass one or more legal persons) might be held liable for relevant infringements. By contrast, it is an axiomatic principle of English company law that a company is an entity separate and distinct from its members, who are liable only to the extent that they have contributed to the company's capital: Salomon v Salomon [1897]. The effect of this rule

2542-432: The individual's 'benefit' obtained from criminal conduct (and hence subject to confiscation from him). The position regarding 'piercing the veil' in English criminal law was given in the Court of Appeal judgment in the case of R v Seager in which the court said (at para 76): There was no major disagreement between counsel on the legal principles by reference to which a court is entitled to "pierce" or "rend" or "remove"

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2604-402: The law is to protect the public from fraud, by compelling the business owner to first file or register his fictitious business name with the county clerk, and then making a further public record of it by publishing it in a newspaper. Several other states, such as Illinois , require print notices as well. In Uruguay , a trade name is known as a nombre fantasía , and the legal name of business

2666-399: The legal name of business is called a razón social (social name). In Brazil , a trade name is known as a nome fantasia ('fantasy' or 'fiction' name), and the legal name of business is called razão social (social name). In some Canadian jurisdictions , such as Ontario , when a businessperson writes a trade name on a contract, invoice, or cheque, they must also add the legal name of

2728-401: The legal substance, not the just the form. In the context of criminal cases the courts have identified at least three situations when the corporate veil can be pierced. First if an offender attempts to shelter behind a corporate façade, or veil to hide his crime and his benefits from it. Secondly, where an offender does acts in the name of a company which (with the necessary mens rea ) constitute

2790-461: The named defendant, RRL Corporation, was a Lexus car dealership doing business as " Lexus of Westminster ", but remaining a separate legal entity from Lexus, a division of Toyota Motor Sales, USA, Inc. . In California , filing a DBA statement also requires that a notice of the fictitious name be published in local newspapers for some set period of time to inform the public of the owner's intent to operate under an assumed name . The intention of

2852-639: The north, Norrköping , Linköping and Kalmar on the east coast. Malmö and Blekinge in the south and Helsingborg , Halmstad and Gothenburg on the west coast and Jönköping in the middle, and some lines extended to Oslo in Norway and Copenhagen in Denmark. It also offered tickets to Germany via Eurolines and the Czech Republic via Bohemian Lines. On 2 May 2018 Nobina AB sold Swebus to Flixbus . All buses have been rebranded to Flixbus and

2914-402: The past, the veil was sometimes ignored in the process of interpreting a statute, and as a matter of tort law it is open as a matter of authority that a direct duty of care may be owed by the managers of a parent company to accident victims of a subsidiary. Tort victims and employees, who did not contract with a company or have very unequal bargaining power , have been held to be exempted from

2976-508: The period. This again led to Swebus ordering 65 14.7-metres coaches to be bodied by Van Hool on Volvo B10M-70B chassis and two Neoplan Megaliner . On 1 January 1999 the long-distance coach market in Sweden was deregulated, which led to several new Swebus Express routes, including Stockholm - Uppsala - Gävle, Växjö - Jönköping, Västervik - Jönköping, Växjö - Malmö and Kalmar - Karlskrona - Hässleholm - Helsingborg from 25 January 1999. Swebus

3038-451: The personal assets of shareholders from personal liability for the debts or actions of a corporation. Unlike a general partnership or sole proprietorship in which the owner could be held responsible for all the debts of the company, a corporation traditionally limited the personal liability of the shareholders. Piercing the corporate veil typically is most effective with smaller privately held business entities (close corporations) in which

3100-600: The principle that the corporate veil could be lifted, was described as a heresy by Hobhouse LJ in Ord v Bellhaven , and these doubts were shared by Moritt V-C in Trustor v Smallbone (No 2) : the corporate veil cannot be lifted merely because justice requires it. Despite the rejection of the "justice of the case" test, it is observed from judicial reasoning in veil piercing cases that the courts employ "equitable discretion" guided by general principles such as mala fides to test whether

3162-403: The registered legal name of the business. If a corporation fails to consistently adhere to such important legal formalities like using its registered legal name in contracts, it may be subject to piercing of the corporate veil . In English , trade names are generally treated as proper nouns . In Argentina , a trade name is known as a nombre de fantasía ('fantasy' or 'fiction' name), and

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3224-589: The rules of limited liability in Chandler v Cape plc . In this case, the claimant was an employee of Cape plc's wholly owned subsidiary, which had gone insolvent. He successfully brought a claim in tort against Cape plc for causing him an asbestos disease, asbestosis . Arden LJ in the Court of Appeal held that if the parent had interfered in the operations of the subsidiary in any way, such as over trading issues, then it would be attached with responsibility for health and safety issues. Arden LJ emphasised that piercing

3286-444: The ruling is based on common law precedents. In the United States, different theories, most important "alter ego" or "instrumentality rule", attempted to create a piercing standard. Mostly, they rest upon three basic prongs—namely: However, the theories failed to articulate a real-world approach which courts could directly apply to their cases. Thus, courts struggle with the proof of each prong and rather analyze all given factors. This

3348-655: The secondary literature refers to different means of "lifting" or "piercing" the veil (see Ottolenghi (1959)), judicial dicta supporting the view that the rule in Salomon is subject to exceptions are thin on the ground. Lord Denning MR outlined the theory of the "single economic unit" - wherein the court examined the overall business operation as an economic unit, rather than strict legal form - in DHN Food Distributors v Tower Hamlets . However this has largely been repudiated and has been treated with caution in subsequent judgments. In Woolfson v Strathclyde BC ,

3410-426: The shareholder the corporation may claim compensation, even in an insolvency proceeding. The concept adds a solvency test element to the balance-sheet based rules of capital maintenance under §§ 30, 31 GmbHG and §§ 57, 62 AktG. The corporate veil in UK company law is pierced very rarely. After a series of attempts by the Court of Appeal during the late 1960s and early 1970s to establish a theory of economic reality, and

3472-459: The surname(s) of the sole trader or partners, or the legal name of a company. The Companies Registration Office publishes a searchable register of such business names. In Japan , the word yagō ( 屋号 ) is used. In Colonial Nigeria , certain tribes had members that used a variety of trading names to conduct business with the Europeans. Two examples were King Perekule VII of Bonny , who

3534-469: The term trade name to refer to "doing business as" (DBA) names. In most U.S. states now, however, DBAs are officially referred to using other terms. Almost half of the states, including New York and Oregon , use the terms assumed business name or assumed name ; nearly as many, including Pennsylvania , use the term fictitious name . For consumer protection purposes, many U.S. jurisdictions require businesses operating with fictitious names to file

3596-418: The veil is a subsidiary remedy of last resort that only covers the avoidance of existing obligations ("evasion principle", as opposed to the cases of the "concealment principle" that does not give rise to a claim). On closer analysis, this was said obiter because the Court reached the desired outcome (attribution of the family home to the assets of the husband) by applying trust law. Nevertheless, Prest v Petrodel

3658-603: The view that a corporation is a separate legal entity, the reality is that the entity status of corporations has almost nothing to do with shareholder limited liability. For example, English law conferred entity status on corporations long before shareholders were afforded limited liability. Similarly, the United States' Revised Uniform Partnership Act confers entity status on partnerships, but also provides that partners are individually liable for all partnership obligations. Therefore, this shareholder limited liability emanates mainly from statute. Corporations exist in part to shield

3720-471: Was advocated in the fundamental work of Rolf Serick, but rejected by the prevailing "Normanwendungslehre". After a few early cases, the German judiciary did not go down the route of establishing shareholder liability via piercing the veil. In particular, it rejected piercing the veil on grounds of material undercapitalization several times. Today, the only remaining case of shareholder liability via piercing of

3782-553: Was known as Captain Pepple in trade matters, and King Jubo Jubogha of Opobo , who bore the pseudonym Captain Jaja . Both Pepple and Jaja would bequeath their trade names to their royal descendants as official surnames upon their deaths. In Singapore , there is no filing requirement for a "trading as" name, but there are requirements for disclosure of the underlying business or company's registered name and unique entity number. In

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3844-565: Was sold to Concordia Bus in late 1999, with the orange stripe from the Stagecoach livery removed, and later the blue and red stripes were softened at the "Z" section. In 2001/2002, Swebus Express was made into a separate operating company, named Swebus Express AB. Swebus AB was renamed Nobina Sverige AB in December 2009, and Swebus Express started trading as just Swebus, and also received a new logo and an all-white livery. On 2 May 2018

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