Legal Question in Business Law in California
I with another person had a corporation a 4 years ago and signed up for a merchant with my own social since that one asked for it. we sold two products worth 4,500 each and the people who purchased them canceled it on their credit cards with out returning the product. After the business was closed, I found out that the merchant service recently put the $9,000 on my credit report. What type of options do I have. I don't have the information of who the customers were since i was not the primary partner in the business. I thought the corporation would protect me. And now I'm left dealing with a rude collections person from the merchant company.
1 Answer from Attorneys
Apparently your error was in not obtaining a taxpayer identification number for the corporation, sometimes known as an employer identification number, but it's basically a number that serves about the same function as a social security number for an artificial (non-human) entity such as a corporation, partnership, LLC, etc.
It may be that you compounded the mistake by preparing applications, contracts, or other documents relating to the corporation's business without maing it 100% clear that you were signing for the corporation as an officer, and not in your individual capacity. The signature lines on a corporate agreement should read something like "XYZ Corporation, by John Doe, its Vice President" rather than just "John Doe".
At this point, you have two possible issues to deal with: your credit report and your possible personal liability for what should be a corporate debt. Credit-reporting agencies should be open to discussion with you about why your credit report should be corrected, but without more information I can't say that you'll be successful. As to possible personal liability, if you haven't been sued yet, you may not ever be, but remember that stockholders and officers can be held liable for corporate debts either under an "alter ego" theory, or if the corporation folds up and returns capital to its stockholders without paying its creditors in full first.
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