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BP 68 (The Corporation Code of the Philippines) Section 21

Corporation by estoppel.

Section 21

SEC. 21. 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 as a defense its lack of corporate personality. One who assumes an obligation to an ostensible corporation as such, cannot resist performance thereof on the ground that there was in fact no corporation. (n)

Read the full instrument → · Open the chapter this section belongs to: Title II—INCORPORATION AND ORGANIZATION OF PRIVATE CORPORATIONS →

Other provisions in Title II—INCORPORATION AND ORGANIZATION OF PRIVATE CORPORATIONS

Compiled from an official source version. Later amendments or repeals may not be reflected; the official text prevails. · Read the official text ↗ · Data as of 2026-07-04

CitationBP 68 (The Corporation Code of the Philippines) Section 21 (LawPlayer, data as of 2026-07-04)

Source: Supreme Court E-Library, Republic of the Philippines. Philippine laws are public documents (works of the government).

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