CONCEPTS

What is a legal person?

We explain what a legal person is and its differences with a natural person. In addition, the types of legal entity and examples.

What Is A Legal Or Lawful Person?

It is called a legal entity that allows the existence of an individual endowed with rights and obligations , but is not a citizen, but an institution , organization or company that pursues a social purpose for or without profit.

This figure is relatively recent regarding rights. It has no direct equivalent in Roman law, because they thought societies in a slightly different way, but they did understand the existence of ” personae  vice  fingitur “, that is, institutions that carried out work similar to those of natural persons.

Later, during the Middle Ages, there was talk of ” congregatio  and  comunitas ” to refer to the voluntary associations of individuals. The first mention of a legal person itself will arise at the end of the 18th century, according to two trends: the French Revolution and the Historical School of Law.

A legal person is  born according to a legal act or act of incorporation , that is, a legal event of foundation that is recognized by the administrative bodies and authorities, which may require the subscription in public records or compliance with certain legal conditions.

These types of figures subscribe to many of the duties and rights of natural persons, except in the case of criminal offenses and of a similar nature, which cannot be attributed to the corporation but to the natural persons who, living within it, are directly responsible for the crime committed. However, it is possible to apply criminal penalties to a legal person  involved in criminal acts, although this is usually a matter of administrative law.

Lawful And Natural Person

Legal person
Legal persons may be composed of natural persons.

Lawful and natural persons are different at many levels , despite being both legal figures that involve the attention of certain duties and the enjoyment of certain rights.

In fact, it may be composed of natural persons or other legal persons, while a natural person necessarily corresponds to a citizen .

The latter implies that a natural person does not need to demonstrate an initial capital to undertake their activity , as legal entities do, nor does it operate as a public limited company, limited liability company or collective society.

Types Of Legal Entity

Usually distinguishes between two forms of legal entity:

  • Public Law . Those that represent the State entities and that watch over their interests, having application within the territory of the country and for the citizens who inhabit it, divided in turn into Legal Persons of Internal Public Law (action within the country) and Persons Legal Public External Law (action outside the country).
  • Private Law . Those that represent private interests, regulated by specific business codes: associations, companies, cooperatives, commercial civil societies, etc. Whether these are for profit or not.

Liability Of Lawful Person

Traditionally, the possibility that a lawful person has criminal responsibility for a crime has been rejected . The argument is that the fraud or the fault cannot fall on her, but on the natural persons who are behind a lawful person and make the decisions. According to this doctrinal conception , the legal person would only be civilly liable , that is, it would have to compensate for damages . In addition, historically the theory of crime has been built on the basis of the natural person.

At present, however, there are lawful systems where it is possible to penalize a legal person for a crime. Although not all types of penalties can be imposed , there are some, such as pecuniary or disqualifications, that may be appropriate for economic or tax crimes. However, part of the doctrine considers these situations as characteristic of administrative sanctioning law and not criminal law .

Anyway, in general, in Common Law the possibility of demanding criminal responsibility from a legal person is accepted, while in Continental Law , only some countries, such as Italy , Germany or Spain (since the reform of the criminal code LO 5/2010), or France admit it.

Legal status or lawful personality is the recognition of a human being, an organization, a company or another type of entity to assume an activity or an obligation that produces full responsibility from the legal point of view, both vis-à-vis oneself and with respect to others. .

Types Of Legal Entities

Depending on the form of ownership:

  • state
  • private (non-state)

In this classification, one can take into account a direct analogy with the accepted foreign division:

  • legal entities of public law
  • private legal entities

Depending on the goals of the activity:

  • Commercial
  • Non-profit

By the composition of the founders:

  • Lawful entities founded only by legal entities (unions and associations)
  • State only (unitary enterprises)
  • Any subjects of civil law (all other lawful entities)

By the nature of the rights of participants, organizations are distinguished:

  • to the property of which the founders have the right of ownership or other property right (state and municipal enterprises, as well as institutions)
  • in respect of which their participants have rights of obligation (business partnerships and companies, cooperatives)
  • in respect of which their participants do not have property rights (public associations, religious organizations, foundations and associations of lawful entities)

Depending on the volume of real rights, organizations are distinguished by legal entities that have the right:

  • operational management of property (institutions, state-owned enterprises)
  • economic management (state and municipal enterprises, except for state ones)
  • property ownership (all other lawful entities)

Types of organizational and legal forms of lawful entities:

  • Commercial organizations
    • Business partnership
      • Full partnership
      • Limited Partnership (limited)
    • Economical society
      • Public joint stock company
      • Non-public society
        • Non-public joint stock company
        • Limited liability company
    • Production cooperative
    • Unitary enterprise
      • Based on the right of business
      • Based on the right of operational management ( state enterprise )
    • Business partnership
  • Non-profit organizations
    • Public association including
      • Public organization including:
        • National-cultural autonomy
        • Trade union
      • Social movement
      • Public fund
      • Public institution
      • Public amateur organ
      • Political Party
    • The community of the indigenous peoples of the Russian Federation
    • Chamber of Commerce and Industry
    • Religious association
    • Non-profit partnership
    • Institution , including public authorities
    • Fund
    • Autonomous non-profit organization
    • Association and union
    • Consumer cooperative
    • Specialized cooperatives: garage construction, housing, housing construction
    • Homeowners Association
    • Credit consumer cooperative
    • Mutual Credit Society (credit consumer cooperative of citizens)
    • State corporation
    • State company

Territorial branches of public organizations can register as lawful entities on their own.

Commercial lawful entities can be created only in the organizational and legal forms provided for by the Civil Code.

Signs Of A Legal Entity

A lawful entity is an organization that has a number of characteristics:

  • function limitation:
    • passed state registration
    • has constituent documents
    • approved and registered the charter
    • acts in the legal field
  • activity control:
    • has a legal address
    • keeps accounting
    • is subject to supervision (firefighter, veterinary, etc.)

Material:

  • organizational unity:
    • internal organization structure
    • availability of controls
    • availability of constituent documents
  • property isolation (mandatory accounting of property on an independent balance sheet or according to an estimate)
  • independent civil liability (the ability of creditors to foreclose on the property of a legal entity, and not on its founders / participants)
  • speech in civil circulation and judicial authorities on its own behalf ( company name )

Examples Of Legal Entity

Legal person
The international company Microsoft is considered a legal entity.

Some examples of lawful entity are:

  • International technology companies such as Hewlett Packard, Microsoft, Samsung, Huawei.
  • Transnational car companies such as Honda, Ford, Chevrolet, Renault, Seat.
  • Non-governmental organizations such as Amnesty International, Greenpeace, WWF International, BRAC.
  • International banks such as Deutsche Bank, Santander Río, BBVA, ICBC, HSBC.

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