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Marco and Selene planned to start Northstar Drone Inc. Marco prepared articles of incorporation but forgot to include the registered agent's consent, which the state filing office required. The filing office rejected the articles and emailed Marco a rejection notice. Marco read the notice but told Selene, "The filing is just paperwork; we can operate now and fix it later."
Before any corrected articles were filed, Marco and Selene ordered $70,000 of drone parts from Apex Components in the name of "Northstar Drone Inc." Apex's sales manager knew Northstar was a startup but did not know the articles had been rejected. Northstar later failed, and Apex sued Marco and Selene personally.
Under modern corporation principles, are Marco and Selene personally liable for the Apex debt? Discuss corporate existence, any defective-incorporation arguments, and Apex's knowledge.