In re Rappaport

Petitioner Lester Rappaport, together with one Kenneth Iscol, combined their individual experiences in the communications and alarm monitoring business to form Jileen Security Corp. (Jileen), whose principal business was to monitor burglar and fire alarm signals transmitted by alarm systems placed in the premises of its subscribers.

Rappaport and Iscol each owned 50% of Jileen. While the subscription price for their shares had been paid in full, certificates representing those shares were never issued. Neither was there any formal organization meeting or election of directors or officers.…