1.  Except as otherwise specifically provided by statute or agreement, no person other than a corporation is individually liable for a debt or liability of the corporation unless the person acts as the alter ego of the corporation.

Terms Used In Nevada Revised Statutes 78.747

  • Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
  • Entity: means a foreign or domestic:

    (1) Corporation, whether or not for profit;

    (2) Limited-liability company;

    (3) Limited partnership; or

    (4) Business trust. See Nevada Revised Statutes 78.010

  • Fraud: Intentional deception resulting in injury to another.
  • person: means a natural person, any form of business or social organization and any other nongovernmental legal entity including, but not limited to, a corporation, partnership, association, trust or unincorporated organization. See Nevada Revised Statutes 0.039
  • Statute: A law passed by a legislature.

2.  A person acts as the alter ego of a corporation only if:

(a) The corporation is influenced and governed by the person;

(b) There is such unity of interest and ownership that the corporation and the person are inseparable from each other; and

(c) Adherence to the notion of the corporation being an entity separate from the person would sanction fraud or promote a manifest injustice.

3.  The question of whether a person acts as the alter ego of a corporation must be determined by the court as a matter of law.