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California Legal Glossary: Business & Corporate

What Is Alter Ego Liability in California?

Corporations and LLCs normally shield their owners from the entity's debts. Alter ego, better known as piercing the corporate veil, is the exception: a court disregards the entity and holds the people behind it personally liable when the entity is a facade rather than a genuinely separate business.

California courts require two showings: a unity of interest and ownership so complete that the entity and its owners have no real separate existence, and facts making it inequitable to honor the corporate form, such as leaving creditors to collect from an empty shell. The classic evidence includes commingled bank accounts, undercapitalization from the start, ignoring corporate formalities, siphoning funds to owners, and using the entity to shuffle assets away from liabilities. No single factor controls; the pattern does.

Alter ego is usually litigated at the collection stage, when a judgment against a company turns out to be worth nothing, or pleaded from the outset against owner-operated entities. Keeping clean books, separate accounts, and real capitalization is the cheapest veil protection there is. The doctrine also runs in reverse in narrow circumstances, reaching entity assets for an owner's misconduct.

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