First of all, if you intend to do work for a corporation or an LLC, and you’re worried about whether or not they have the financial resources to pay you, try your best to have an individual officer or trustee sign sign the contract as an individual, rather than as an officer or trustee.
Assuming that you were unsuccessful in persuading him to sign individually, and that you later sue and obtain a judgment against the corporation or LLC only, you may have a useless judgment for 20 years; and you have a statute of limitations for contracts at only 6 years.
There is a way, after the fact, to learn whether or not the corporation or LLC was a mere shell, which did not conform to the rules and regulations and thereby exposes the officer or trustee to personal liability. There are 3 legal inquiries you can make; 1.) Can you “pierce the corporate veil ? 2.) Is the entity nothing more than the “alter ego ” of the individual who hired you ? 3.) Did you have any personal history with this officer or trustee where a court could conclude that such person’s promises to pay you rose to an “individual promise ?”
The Massachusetts courts look to 12 factors in deciding whether or not to pierce the veil. Evans v. Multicon, 30 Mass.App. Ct. 728. The frequent violators are those who co-mingle their personal funds with the entity funds, those who fail to conform to filings with the Secretary of State, those who are the lone wolf officer and director or lone wolf trustee and beneficiary, etc…
A cousin of the corporate veil piercing is the so-called “alter ego theory” where ” liability will be imposed on a corporate officer where there is such unity of interest and ownership that separation of the individual and the company has ceased to exist”. 9 AmJur Proof of Facts 2d
A third way to successfully add an individual to an older judgment is to lay out a pesonal history with the person who hired you and who, presumptively kept telling you that he would pay you. If you can create this relationship by affidavit and/or documents, the courts may decide that the corporate debt is also an individual debt. CJS Corporations.
If you can meet any of the above 3 hurdles,and if your judgment is past 6 years, M.R.C.P. Rule 15(c) and MGL ch. 231 Sec. 51 will let the statute of limitations toll, as long as you are only adding an individual’s name to a new suit (Suit on Judgment) and that you are not altering the theory of the original suit. “Massachusetts has had a long liberal policy allowing amendments which add or substitute parties after the statute of limitations has expired”. Bengar v. Clark, 401 Mass. 554.