The reasoning behind this theory stems from the “abuse” of the company`s legal entity by managers by using it as a “screen” for their own personal reasons, thereby protecting themselves from liability arising from their breach of contract. In doing so, they violate the interests of others and do not respect the law. The concept of legal personality for organizations of persons is at least as old as in ancient Rome: a multitude of collegiate institutions enjoyed the advantage of Roman law. In case law, the word “personality” has several meanings. In fact, the legal entity confers certain legal rights and obligations on the subject in a particular jurisdiction, such as entering into contracts, indebtedness of property, taking on debt, etc. Legal personality is a prerequisite for legal capacity, the ability of any legal person to modify (conclude, transfer, etc.) its rights and obligations. The actual situation that confers identity on the legal person and the recognition by the legal system in question confers on the legal person its legal personality, which distinguishes it from other subjects who also have free will and are capable of exercising rights and duties. A typical example of the concept of legal person in a civil jurisdiction according to the General Principles of Civil Law of the People`s Republic of China, Chapter III, Article 36: “A legal person is an organization that has the capacity to exercise civil rights and civil conduct, independently enjoys civil rights, and assumes civil law obligations in accordance with the law.” [20] It should be noted, however, that the term citizenship has a very different meaning in civil law and common law systems. García Máynez15 defines a “person” as “any entity capable of having powers and duties”.
It mentions that legal persons are divided into natural and legal persons. The first group concerns persons with rights and obligations; while the second focuses on associations with legal personality, such as trade unions or enterprises. Máynez prefers to distinguish between the two groups by using the terms individual legal person and collective legal person.16 In many cases, fundamental human rights are implicitly granted only to natural persons. For example, the Nineteenth Amendment to the U.S. Constitution, which states that a person cannot be denied the right to vote on the basis of sex, or section fifteen of the Canadian Charter of Rights and Freedoms, which guarantees equal rights, apply only to individuals. Another example of the distinction between natural and legal persons is that a natural person may hold public office, but not a corporation. For Kelsen,14 natural and legal persons are defined by rights and obligations which, taken together, are metaphorically expressed by the term “person”. Kelsen denied any difference between the legal personality of undertakings and that of natural persons. Personality in the legal sense is only a technical personification of a set of norms, rights and obligations. According to Sílvio de Salvo Venosa, “legal personality is a projection of the intimate and psychic personality of each person; It is a social projection of the psychic personality with legal consequences. [2] In addition, the law also confers personality on other entities consisting of groups of persons or assets: these are called legal persons.
In law, a corporation is any person or “thing” (less ambiguously any corporation)[1][2] that can do the things that an ordinary person can normally do in law – such as entering into contracts, suing and being sued, owning property, etc. [3] [4] [5] The rationale for the term “corporation” is that some legal entities are not persons: corporations and corporations are legally “persons” (they can legally do most of the things that an ordinary person can do), but they are clearly not persons in the ordinary sense of the word. It could be argued that legal personality is like a “veil” that protects a company that is kidnapped or “breakthrough” when misused by business leaders for their personal gain; to harm third parties; or circumvent laws that they could not circumvent without the legal personality of the company. For this reason, there is no essential difference between informal associations (which are not recognized by law) and corporations. In both cases, the object is the same and the recognition of the legal personality of one of the two persons has no other value than to give the most appropriate legal form to the natural persons concerned.39 In practice, the legal person is characterized by the recognition of its legal person, which allows it to acquire certain rights and be subject to certain obligations. As such, the actions of a legal person show its will. Eduardo García Máynez26 reviews Ferrara`s ideas and believes that the recognition of legal personality has a constitutive effect for the right purpose. In other words, legal persons are not created by a legal act, but already exist; The law only recognizes and provokes their existence.
The legal meaning of the natural person (or individual) depends on whether the legal person is a necessary consequence of that person`s characteristics, so that the legal personality of a natural person does not derive from his or her human existence. A legal or legal person (Latin: persona ficta; also a legal person) has a legal name and has certain legal rights, protections, privileges, responsibilities and obligations, similar to those of a natural person. The concept of legal person is a fundamental legal fiction. It is relevant to the philosophy of law as it is essential for laws affecting a company (corporate law). The law considers a corporation to be an entity that has certain rights and privileges in the eyes of the law; who are not human, but who have the right to assert a legal claim or be subject to legal obligations. For example, a partnership or corporation is considered a corporation for law enforcement purposes. A natural person may also be considered a legal person and may perform the functions of both. Of course, a legal person can only exercise its functions through natural persons. With regard to the concept of legal person, Máynez argues that it must be viewed through the prism of “theories of the legal person collective entities”.18 The powers and subjective rights of the legal person.54 e. A legal person has own funds independent of equity; Therefore, in order to meet the obligations, a company is first required to respond and comply with its equity or partners.
A natural person is liable with all his assets, which may consist of all the assets of the company, personal property or those of his family. Articles 1056 to 1062 govern the personality and legal capacity of the parties. Formalist theory or theory of technical reality (Francisco Ferrara). The word “person” has three meanings for Mr. Ferrara: (a) biological, refers to a rational being; (b) philosophical, referring to a rational being capable of proposing and achieving goals; and (c) legally, which treats the person as a legal person with rights and obligations.24 M. Ferrara regarded the latter simply as a status or state of being, which includes only enterprises and social organizations.25 In court cases involving natural persons, the Supreme Court of Uttarakhand has ordered that the Ganges and Yamuna rivers and all waters be “living entities,” i.e., “legal persons.” and appointed three persons as trustees to protect rights. waterways against man-made pollution, for example.
