A corporation is an independent legal entity under the law. It has the same standing to conduct business and own property as an individual person. Consequently, a corporation -- not the people who own or work for it -- is responsible for its business actions. This is true even though it's individuals who directed the actions. To sue a corporation, you have to initiate the action in the right court, name the right party in the complaint and serve the corporation with the complaint by following the procedure established by state law.
Look up the official name of the corporation. You must have the correct legal name of the entity to list in the complaint, otherwise the court may dismiss your case. A corporation must be registered with the state where it does business. Go to the website for the secretary of state's office. Every state maintains a publicly accessible business entity database that can be searched over the Internet. Search the database and use what you know of the corporation to locate the record of its registration filing. If you cannot find the corporation in the database, it may be using a fictitious name to operate in the state. Call the county clerk of any county where the corporation has a business presence. Ask the clerk to give you the name of the corporation using that moniker.
Obtain the name and address of the corporation's registered agent. Refer to the corporation's record in the state's business entity database. The record summary will list the corporation's current registered agent for service of process -- the person who is responsible for receiving legal notification for the company. In most states, this will be an individual or business with a street address in the state. In some states, such as New York, the secretary of state acts as the registered agent for businesses and will accept service of process on a company's behalf.
Draft a civil complaint. Ideally, you should retain an attorney to proceed with the case, but you can represent yourself if you choose. Decide whether you will file the case in small claims court if the amount you are seeking is below the statutory threshold or in district court. Visit the clerk of the court's office before you get started to obtain any court publications or instructions on proceeding without an attorney, if that is the decision you have made. In the complaint, list the correct parties to the action, state the legal basis of your claim, detail the facts of the case and sign the complaint.
File the complaint with the court with the required filing fee. Take the complaint to the clerk's office for filing. The complaint will be stamped as received and the matter will be added to the court's docket. Each court district has its own procedure for moving cases through the system. Make sure to check with the clerk regarding scheduling and next steps.
Serve the complaint on the named parties. Hand-deliver a copy of the complaint to the corporation's registered agent. You can do this yourself or use a company that will complete the task for a fee. Send a duplicate copy by mail. File proof of service with the court.
Make sure the corporation has recoverable assets before you go through the trouble of initiating a lawsuit. Some corporations are effectively insolvent. Even if you were awarded a judgment, there would be nothing to collect.
Civil court cases can take years to reach a conclusion. Consider using the alternative dispute resolution options offered by the court or initiated privately. Arbitration or mediation can significantly cut down on the time and expense of resolving a dispute.
Ordinarily, you cannot proceed against the owners, directors, officers or employees of a corporation for corporate acts unless you have facts that justify disregarding the corporate entity or support the assertion that an individual did something illegal to you that went outside of the scope of his duties. These types of instances are not common. It is important to name the correct parties to a lawsuit, otherwise the case may get summarily dismissed.
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