Also known as: no such corporation
Written by attorneys · grounded in primary & secondary sources — see below
A plea denying the existence of an alleged corporation. The defense must be affirmatively pleaded before a plaintiff is required to prove corporate existence.
Acme Manufacturing sues John Doe on a contract. Doe files an answer containing the plea of nul tiel corporation, asserting that no such entity as Acme Manufacturing exists. The court requires Acme to prove its corporate status before the case proceeds.
Riverside Bank sues a borrower who allegedly guaranteed a corporate note. The borrower raises nul tiel corporation in the responsive pleading. Because the plea was timely asserted, the bank must first establish the corporation's legal existence.
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The plea must be asserted affirmatively in the defendant's responsive pleading. Failure to do so waives the defense and treats the corporation's existence as admitted.
Once the plea is properly raised, the plaintiff must prove the corporation's existence by competent evidence such as a charter or certificate of incorporation.
No. Modern practice requires the defense to be pleaded in writing before trial so the plaintiff has notice and an opportunity to meet the issue.
The traditional plea targeted corporations. Analogous challenges to LLC existence are now raised by specific denial or motion rather than the historic nul tiel corporation form.