If NEWCo.was not properly incorporated,but the owners believed they had a valid corporation,NEWCo may qualify as a corporation by estoppel.

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Corporation by estoppel is a legal doctrine that protects third parties who reasonably rely on the belief that a corporation exists, even though it was not properly incorporated. If the owners of NEWCo believed they had a valid corporation and held themselves out as such to third parties who reasonably relied on that belief, NEWCo may be deemed a corporation by estoppel.

If NEWCowas Not Properly Incorporated,but the Owners Believed They Had a a Valid