## Facts

- Mountain States Welding and Sheetmetal, Inc., a Colorado corporation, employed David Billings.
- In 1979, the Secretary of State suspended the corporation from transacting business for failure to file a required corporate report.
- The corporation continued operating in Colorado during the suspension and did not seek reinstatement.
- On August 21, 1980, Billings suffered work-related injuries when sheet metal fell on him, fracturing both knees.
- Billings filed a workers’ compensation claim; a hearing officer awarded medical and disability benefits and assessed statutory penalties for failure to timely admit or deny liability and for failure to carry workers’ compensation insurance.
- After learning of the suspension, Billings moved to reopen the claim to impose liability on Joe Micciche (a vice-president and shareholder) and other officer-shareholders, asserting the corporation effectively did not exist.
- A hearing officer imposed personal liability on Micciche based on the corporation’s suspended status.
- The Industrial Commission reversed, concluding suspension did not end corporate existence; it suggested personal liability might be possible under veil-piercing but made no such findings.
- The court of appeals reversed the Commission, holding former section 7-3-104 imposed joint and several personal liability on Micciche for obligations incurred during suspension.

## Issues

1. Whether former section 7-3-104 imposed personal, joint and several liability on a corporate officer for corporate debts and liabilities incurred while the corporation was suspended for failure to file a required report.
2. Whether suspension from “transacting business,” without more, made Micciche personally liable for Billings’s workers’ compensation benefits and statutory penalties arising during the suspension.

## Decision

- The Colorado Supreme Court reversed the court of appeals and remanded.
- Suspension from transacting business did not terminate the corporation’s existence; it created a continuing but disabled corporate entity subject to reinstatement.
- Former section 7-3-104 regulated corporate capacity during suspension and did not, without express language, create officer personal liability for corporate obligations incurred during that period.
- Any potential personal liability of an officer remained subject to separate doctrines (e.g., veil-piercing) requiring appropriate findings, not automatic liability based solely on suspension.

## Legal Principles

- Administrative suspension from transacting business for failure to file required reports does not, by itself, extinguish corporate existence or convert corporate obligations into officer/shareholder personal obligations.
- Courts will not infer officer personal liability from a corporate suspension statute absent clear legislative language imposing such liability.
- Limited liability remains the default rule; personal liability may be imposed only through explicit statutory authorization or established equitable doctrines such as piercing the corporate veil.

## Conclusion

The court held that corporate suspension for failure to file a required report does not automatically impose personal liability on corporate officers for debts or liabilities incurred during the suspension, and it remanded for further proceedings consistent with the separation between statutory suspension consequences and veil-piercing liability.


Micciche v. Billings, 727 P.2d 367 (Colo. 1986)