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USCPA每日一练之REG【2015-11-6】

来源：高顿网校 2015-11-06

　　Skipper was for several years the principal stockholder, director, and CEO of the Canarsie Grocery Corporation. Canarsie had financial difficulties and an order of relief was filed against it, and its debts subsequently discharged in Bankruptcy. Several creditors are seeking to hold Skipper personally liable as a result of his stock ownership and as a result of his being an officer-director. Skipper in turn filed with the bankruptcy judge a claim for $1,400 salary due him. Which of the following is correct?

　　A. Skipper is personally liable to the creditors for Canarsie’s losses.

　　B. Skipper cannot personally file a petition in bankruptcy for 8 years.

　　C. Skipper’s salary claim will be allowed and he will be entitled to a priority.

　　D. Skipper has no personal liability to the creditors as long as Canarsie is recognized as a separate legal entity.

　　Answer:D

　　D is corrent because a corporation is considered a separate legal entity from its owners (the shareholders). Generally, the shareholders are not personally liable for the debts of the corporation. This is normally true even concerning a principal stockholder who is a director and chief executive officer of the corporation. However, if the purpose of incorporation is to defraud the creditors, then the courts will "pierce the corporate veil" and hold the shareholders personally liable.

　　A is incorrect because a corporation is considered a separate legal entity from its owners (shareholders). Thus, the shareholders are not personally liable for the debts of the corporation; however, the courts will "pierce the corporate veil" and hold the shareholders personally liable if the purpose of incorporation is to defraud the creditor.

　　B is incorrect because the bankruptcy of the corporation would not affect Skipper’s right to file bankruptcy in the future. The separate legal entity concept would allow Skipper to file bankruptcy even though Canarsie Grocery Corporation has filed within the 8-year period.

　　C is incorrect because claims for services rendered by insiders (a director is an insider) are only allowed to the extent the court decides the claims are reasonable. Even if the court decides the claim is reasonable, the priority given to wage claims in a bankruptcy proceeding does not include salary claims by officers of the corporation.

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　　解析：USCPA到底是什么？

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