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'{{redirect|Business entity|the concept in computer science|Business entity (computer science)|types of business entities|Types of business entity}} {{Business administration}} A '''legal person''' (in legal contexts often simply '''person''', less ambiguously '''legal entity''')<ref>[http://thelawdictionary.org/legal-entity/]</ref><ref>[https://www.law.cornell.edu/wex/entity]</ref> is any human or non-human entity, in other words, any human being, firm, or government agency that is recognized as having privileges and obligations, such as having the ability to enter into contracts, to sue, and to be sued.<ref>{{cite web|title=Contracts between Legal Persons|url=http://www.nber.org/papers/w16049|publisher=National Bureau of Economic Research|accessdate=7 June 2013|author=Lewis A. Kornhauser and W. Bentley MacLeod|date=June 2010}}</ref><ref name="oxdic">{{cite book|title=Oxford Dictionary of Law |year=2003 |publisher=Oxford University Press |location=Oxford |isbn=0198607563 |author=Elizabeth A. Martin |edition=7th}}</ref><ref>{{cite journal|last=Smith|first=Bryant|title=Legal Personality|journal=Yale Law Journal|date=January 1928|volume=37|issue=3|pages=283–299|jstor=789740}}</ref> The term "legal person" is however ambiguous because it is also used in contradistinction to "natural person", i.e. as a synonym of terms used to refer only to non-human legal entities.<ref>[http://thelawdictionary.org/juridical-person/]</ref><ref>[https://www.law.cornell.edu/wex/legal_person]</ref> So there are of two kinds of legal entities, human and non-human: [[natural person]]s (also called ''physical persons'') and [[juridical person]]s (also called ''juridic'', ''juristic'', ''artificial'', ''legal'', or ''fictitious persons'', {{lang-la|persona ficta}}), which are other entities (such as corporations) that are treated in law as if they were persons.<ref name="oxdic" /><ref>{{cite journal|last=Deiser|first=George F.|title=The Juristic Person. I|journal=University of Pennsylvania Law Review and American Law Register|date=December 1908|volume=48 New Series|issue=3|pages=131–142|jstor=3313312|quote=[...] men in law and philosophy are natural persons. This might be taken to imply there are persons of another sort. And that is a fact. They are artificial persons or corporations [...]}}</ref><ref>{{cite book|author=Frederic William|title=The Collected Papers of Frederic William Maitland|year=1911|publisher=Cambridge University Press|url=http://oll.libertyfund.org/?option=com_staticxt&staticfile=show.php%3Ftitle=873&chapter=70329&layout=html&Itemid=27|editor=[[H.A.L. Fisher]]|chapter=Moral Personality and Legal Personality 1|quote=Besides men or "natural persons," law knows persons of another kind. In particular it knows the corporation, and for a multitude of purposes it treats the corporation very much as it treats the man. Like the man, the corporation is (forgive this compound adjective) a right-and-duty-bearing unit.}}</ref> While human beings acquire legal [[personhood]] [[birth certificate|when they are born]] (or even before in [[Personhood#Beginning_of_personhood|some]] jurisdictions), juridical persons do so when they are [[Incorporation (business)|incorporated]] in accordance with law. Legal personhood is a prerequisite to [[legal capacity]], the ability of any legal person to amend (enter into, transfer, etc.) rights and [[Law of obligations|obligations]]. In international law, consequently, legal personality is a prerequisite for an international organization to be able to sign international treaties in its own [[Legal name|name]]. == Juridical persons == {{Main article|Juridical person}} '''Artificial personality''', '''juridical personality''', or '''juristic personality''' is the characteristic of a non-living [[entity]] regarded by law to have the status of [[personhood]]. A '''juridical''' or '''artificial''' person ({{lang-la|'''persona ficta'''}}; also juristic person) has a [[Legal name (business)|legal name]] and has certain rights, protections, privileges, responsibilities, and [[legal liability|liabilities]] in law, similar to those of a [[natural person]]. The concept of a juridical person is a fundamental [[legal fiction]]. It is pertinent to the [[philosophy of law]], as it is essential to laws affecting a corporation ([[Corporate law|corporations law]]). Juridical personhood allows one or more natural persons (''universitas personarum'') to act as a single entity (body corporate) for legal purposes. In many [[jurisdiction]]s, artificial personality allows that entity to be considered under law separately from its individual members (for example in a company limited by shares, its [[shareholder]]s). They may [[Lawsuit|sue and be sued]], enter contracts, incur [[debt]], and own [[property]]. Entities with legal personality may also be subjected to certain legal obligations, such as the payment of taxes. An entity with legal personality may [[Limited liability|shield its members]] from [[legal liability|personal liability]]. In some [[common law jurisdictions]] a distinction is drawn between ''corporation aggregate'' (such as a company, which has a number of members) and a ''[[corporation sole]]'' (which is where a person's public office is deemed to have a separate personality from them as an individual). Both have separate legal personality. Historically most corporations sole were ecclesiastical in nature (for example, the [[Archbishop of Canterbury]] is a corporation sole), but a [[Corporation sole#Corporations sole in the United Kingdom|number of other public offices]] are now formed as corporations sole. The concept of juridical personality is not absolute. "[[Piercing the corporate veil]]" refers to looking at the individual natural persons acting as [[Law of agency|agents]] involved in a [[corporate action|company action]] or decision; this may result in a legal decision in which the rights or duties of a corporation or [[public limited company]] are treated as the rights or liabilities of that corporation's members or [[Board of directors#Directors|director]]s. The concept of a juridical person is now central to [[Western law]] in both [[common law|common-law]] and [[Civil law (legal system)|civil-law]] countries, but it is also found in virtually every legal system.<ref>[https://www.jstor.org/pss/3313312 The Juristic Person. I], George F. Deiser, University of Pennsylvania Law Review and American Law Register, Vol. 57, No. 3, Volume 48 New Series. (Dec., 1908), pp. 131-142.</ref> === Examples === Some examples of juridical persons include: *[[Cooperative]]s (co-ops), business organization owned and [[Democracy|democratically]] operated by a group of individuals for their mutual benefit *[[Corporation]]s are bodies corporate created by statute or charter. A [[corporation sole]] is a corporation constituted by a single member, in a particular capacity, and that person's successors in the same capacity, in order to give them some [[legal benefit]] or advantage, particularly that of perpetuity, which a natural person could not have had. Examples are a religious officiant in that capacity, or [[The Crown]] in the [[Commonwealth realm]]s. A corporation aggregate is a corporation constituted by more than one member. **[[Municipality|Municipal corporations]] (municipalities) are "creatures of [[statute]]". Other organizations may be created by statute as legal persons, including [[European economic interest grouping]]s (EEIGs). *[[Voluntary association|Unincorporated associations]], that is aggregates of two or more persons, are treated as juridical persons in some jurisdictions but not others. *[[Partnership]]s, an aggregate of two or more persons to carry on a business in common for profit and created by agreement. Traditionally, partnerships did not have continuing legal personality, but many jurisdictions now treat them as having an independent legal personality. *[[Company|Companies]], a form of [[Companies law|business association]] that carries on an industrial enterprise, are often corporations, although companies may take other forms, such as [[trade union]]s, [[Unlimited company|unlimited companies]], [[Investment trust|trusts]], and [[Mutual fund|funds]]. [[Limited liability company|Limited liability companies]]—be they a [[private company limited by guarantee]], [[private company limited by shares]], or [[public limited company]]—are entities having certain characteristics of both a corporation and a partnership. Different types have a complex variety of advantages and disadvantages.<ref name=Complexity>Frisch D. (2011). [http://www.georgemasonlawreview.org/doc/Frisch_18-2_2011.pdf Commercial Law's Complexity] {{webarchive |url=https://web.archive.org/web/20140203195016/http://www.georgemasonlawreview.org/doc/Frisch_18-2_2011.pdf |date=February 3, 2014 }}. ''George Mason Law Review''.</ref> *[[Sovereign state]]s are legal persons. *In the [[international legal system]], various organizations possess legal personality. These include [[intergovernmental organizations]] (the United Nations, the [[Council of Europe]]) and some other [[international organization]]s (including the [[Sovereign Military Order of Malta]], a [[religious order]]). *The [[European Union]] (EU) has legal personality since the [[Lisbon Treaty]] entered into force on 1 December 2009. That the EU has legal personality is a prerequisite for [[Relationship between the European Court of Justice and European Court of Human Rights#EU accession to ECHR|the EU to join the European Convention on Human Rights (ECHR)]]. However, in 2014, the EU decided not to be bound by the rulings of the [[European Court of Human Rights]].<ref>Opinion 2/13 [2014], nyr [http://curia.europa.eu/juris/document/document.jsf?doclang=EN&text=&pageIndex=0&part=1&mode=DOC&docid=160882&occ=first&dir=&cid=240894]</ref> *Temples, in some legal systems, have separate legal personality.<ref>''Williams v The Shipping Corporation of India'' (US District Court, Eastern District Virginia), 10 March 1980, 63 ILR 363</ref> * The [[Whanganui River]] was granted legal personality in March 2017 under [[New Zealand]] law because the Whanganui [[Māori people|Māori]] tribe regard the river as their ancestor.<ref name="roy-2017"> {{cite web | first1 = Eleanor Ainge | last1 = Roy | title = New Zealand river granted same legal rights as human being | date = 16 March 2017 | work = The Guardian | location = London, United Kingdom | access-date = 2017-03-16 | url = https://www.theguardian.com/world/2017/mar/16/new-zealand-river-granted-same-legal-rights-as-human-being }} </ref> * Also, in March 2017, the [[Uttarakhand High Court|High Court of Uttarakhand]] declared the [[Ganges|Ganges River]] a legal "person" in a move that according to one newspaper, "could help in efforts to clean the pollution-choked rivers". As of 6 April 2017, the ruling has been commented on in [[India]]n newspapers to be hard to enforce, with assertions that experts{{who|date=July 2017}} do not anticipate immediate benefits, that the ruling is "hardly game changing", that experts{{who|date=July 2017}} believe "any follow-up action is unlikely", and that the "judgment is deficient to the extent it acted without hearing others (in states outside Uttarakhand) who have stakes in the matter".{{citation needed|date=July 2017}} Not all organizations have legal personality. For example, the board of directors of a corporation, legislature, or governmental agency typically are not legal persons in that they have no ability to exercise legal rights independent of the corporation or political body which they are a part of. == History == The concept of legal personhood for organizations of people is at least as old as [[Ancient Rome]]: a variety of [[Collegium (ancient Rome)|collegial institutions]] enjoyed the benefit under [[Roman law]]. The doctrine has been attributed to [[Pope Innocent IV]], who seems at least to have helped spread the idea of ''persona ficta'' as it is called in Latin. In [[canon law (Catholic Church)|canon law]], the doctrine of ''persona ficta'' allowed monasteries to have a legal existence that was apart from the monks, simplifying the difficulty in balancing the need for such groups to have infrastructure though the monks took vows of personal poverty. Another effect of this was that as a fictional person, a monastery could not be held guilty of [[delict]] due to not having a soul, helping to protect the organization from non-contractual obligations to surrounding communities. This effectively moved such liability to individuals acting within the organization while protecting the structure itself, since individuals were considered to have a soul and therefore capable of being guilty of negligence and excommunicated.<ref>John Dewey, “The Historic Background of Corporate Legal Personality,” Yale Law Journal, Vol. XXXV, April 1926, pages 655-673</ref> In the common law tradition, only a person could sue or be sued. This was not a problem in the era before the [[Industrial Revolution]], when the typical business venture was either a [[sole proprietorship]] or [[partnership]]—the owners were simply liable for the debts of the business. A feature of the corporation, however, is that the owners/shareholders enjoyed [[limited liability]]—the owners were ''not'' liable for the debts of the company. Thus, when a corporation breached a contract or broke a law, there was no remedy, because limited liability protected the owners and the corporation wasn't a legal person subject to the law. There was no accountability for corporate wrongdoing. To resolve the issue, the legal personality of a corporation was established to include five legal rights—the right to a common treasury or chest (including the right to own property), the right to a corporate seal (i.e., the right to make and sign contracts), the right to sue and be sued (to enforce contracts), the right to hire agents (employees) and the right to make by-laws (self-governance).<ref>{{Cite book|url=https://www.worldcat.org/oclc/892043129|title=Textbook on legal methods, legal systems and research|last=Kanti.|first=Saha, Tushar|isbn=9788175348936|oclc=892043129}}</ref> Since the 19th century, legal personhood has been further construed to make it a citizen, resident, or domiciliary of a state (usually for purposes of [[personal jurisdiction]]). In ''Louisville, C. & C.R. Co. v. Letson'', 2 How. 497, 558, 11 L.Ed. 353 (1844), the U.S. Supreme Court held that for the purposes of the case at hand, a corporation is "capable of being treated as a citizen of [the State which created it], as much as a natural person." Ten years later, they reaffirmed the result of Letson, though on the somewhat different theory that "those who use the corporate name, and exercise the faculties conferred by it," should be presumed conclusively to be citizens of the corporation's State of incorporation. Marshall v. Baltimore & Ohio R. Co., 16 How. 314, 329, 14 L.Ed. 953 (1854). These concepts have been codified by statute, as U.S. jurisdictional statutes specifically address the domicile of corporations. == Sample cases using the doctrine == * In ''U.S. v. The Cooper Corp.'', (1941) the court held that the United States government, as a juristic person, could sue under the [[Sherman Act]]. Section 7 of the act granted the right to sue only to persons. The corporate defendant, which was accused of illegally conspiring and colluding to raise prices on [[tire]]s, argued that the U.S. government didn't have power to enforce the act because the government wasn't a person. The court held that the term "person" includes the U.S. Government, and allowed the action against the collusive corporations to continue. * In ''Cook County v. U.S. ex rel Chandler'', (2003) the County was accused of violating a law which forbids "any person" from falsely obtaining research funds from the government. The county received a $5 million grant, but used it to conduct inappropriate tests on human subjects. The county argued that it could not be held liable because it was not a person. The court held that the county could be sued under the law as a legal person. * In ''Rowland v. California Men's Colony, Unit II Men's Advisory Council'', (1993) the court declined to extend certain rights to legal persons. The association of prisoners sought to proceed ''[[in forma pauperis]].'' The court held that the right to sue ''in forma pauperis'' existed only for natural persons, not legal persons. == Extension of basic rights to legal persons == === Brazil === The term juridical person ("pessoa jurídica" in [[Portuguese language|Portuguese]]) is used in legal science for designating an entity with rights and liabilities which also has legal personality. Its regulations are largely based on Brazil's Civil Code, where it is distinctly recognized and defined, among other normative documents. Brazilian law recognizes any association or abstract entity as a juridical person, but a registry is required through a Constitutional Document, with specifications depending on the category of Juridical Person and local law of state and city. === Germany === Article 19(3) of the [[Basic Law for the Federal Republic of Germany|German Constitution]] sets forth: "Fundamental rights shall also apply to domestic artificial persons insofar as the nature of such rights shall permit."<ref>{{cite web|url=http://www.iuscomp.org/gla/statutes/GG.htm#19|title=Basic Law. Art. 19 Abs. 3 GG|publisher=|accessdate=15 October 2014}}</ref> === Italy === In Italy [[trade unions]] have legal personality, as stated in Article 39, Paragraph 4 of the [[Italian Constitution|Constitution]]: {{quote|Registered trade unions are legal persons. They may, through a unified representation that is proportional to their membership, enter into collective labour agreements that have a mandatory effect for all persons belonging to the categories referred to in the agreement. |source=The Italian Constitution<ref>{{cite web|title=The Italian Constitution |url=http://www.quirinale.it/qrnw/costituzione/pdf/costituzione_inglese.pdf |publisher=The official website of the Presidency of the Italian Republic |deadurl=yes |archiveurl=https://web.archive.org/web/20161127152449/http://www.quirinale.it/qrnw/costituzione/pdf/costituzione_inglese.pdf |archivedate=2016-11-27 |df= }}</ref>}} === New Zealand === Section 28 of the [[New Zealand Bill of Rights Act 1990]] provides: "... the provisions of this Bill of Rights apply, so far as practicable, for the benefit of all legal persons as well as for the benefit of all natural persons." === People's Republic of China === For a typical example of the concept of legal person in a civil law jurisdiction, under the [[General Principles of the Civil Law of the People's Republic of China|General Principles of Civil Law of the People's Republic of China]], Chapter III, Article 36., "A legal person shall be an organization that has capacity for civil rights and capacity for civil conduct and independently enjoys civil rights and assumes civil obligations in accordance with the law."<ref>Gary J. Dernelle. "DIRECT FOREIGN INVESTMENT AND CONTRACTUAL RELATIONS IN THE PEOPLE'S REPUBLIC OF CHINA." DePaul Business Law Journal, Spring/Summer 1994. (6 DePaul Bus. L.J. 331)</ref> Note however that the term [[civil right]] means something altogether different in civil law jurisdictions than in common law jurisdictions. === United States === In part based on the principle that legal persons are simply organizations of natural persons, and in part based on the history of statutory interpretation of the word "person", the US Supreme Court has repeatedly held that certain constitutional rights protect legal persons ([[Corporate personhood|such as corporations]] and other organizations). ''[[Santa Clara County v. Southern Pacific Railroad]]'' is sometimes cited for this finding because the court reporter's comments included a statement the Chief Justice made before oral arguments began, telling the attorneys during pre-trial that "the court does not wish to hear argument on the question whether the provision in the [[Fourteenth Amendment to the United States Constitution|Fourteenth Amendment to the Constitution]], which forbids a State to deny any person within its jurisdiction the [[equal protection]] of the laws, applies to these corporations. We are all of the opinion that it does." Later opinions interpreted these pre-argument comments as part of the legal decision.<ref>See, for example, [http://caselaw.lp.findlaw.com/scripts/getcase.pl?court=US&vol=147&invol=165 Noble v. Union River Logging]</ref> As a result, because of the [[First Amendment to the United States Constitution|First Amendment]], Congress may not make a law restricting the free speech of a corporation or a political action group or dictating the coverage of a local newspaper,<ref>First Nat. Bank of Boston v. Bellotti</ref> and because of the [[Due Process Clause]], a state government may not take the property of a corporation without using due process of law and providing just compensation. These protections apply to all legal entities, not just corporations. A prominent component of relevant case law is the [[Supreme Court of the United States|Supreme Court]] decision ''[[Citizens United v. Federal Election Commission]]'', which ruled unconstitutional certain restrictions on corporate campaign spending during elections.<ref>http://origin.www.supremecourt.gov/docket/08-205.htm {{Dead link|date=May 2012}}</ref> == Popular culture == In Act II, Scene 1 of [[Gilbert and Sullivan]]'s ''[[The Gondoliers]]'', Giuseppe Palmieri (who serves, jointly with his brother Marco, as King of Barataria) requests that he and his brother be also recognized individually so that they might each receive individual portions of food as they have "two independent appetites". He is, however, turned down by the Court (made up of fellow Gondolieri) because the joint rule "... is a legal person, and legal person are solemn things." == See also == * [[Corporate personhood]] * [[European Convention on the Recognition of the Legal Personality of International Non-Governmental Organizations]] * [[Institution]] * [[List of United States Supreme Court cases, volume 118]] * [[Natural person]] * ''[[Netscape Communications Corp. v. Konrad]]'' for what it means for two entities to be separate * ''[[Paul v. Virginia]]'' ("... in which the United States Supreme Court held that a corporation is not a citizen...") * [[Separate legal entity]] == References == === Footnotes === {{reflist|30em}} === Books === *{{cite book|first=J|last=Binder|url=http://socserv2.mcmaster.ca/~econ/ugcm/3ll3/binder/index.html|title=Das Problem der juristischen Persönlichkeit|date=1907|deadurl=yes|archiveurl=https://web.archive.org/web/20110720151018/http://socserv2.mcmaster.ca/~econ/ugcm/3ll3/binder/index.html|archivedate=2011-07-20|df=}} *{{cite book|first=R|last=Saleilles|title=De La Personalité Juridique: Histoire et Théories|date=1922}} *{{cite book|first=F|last=Hallis|title=Corporate Personality: A Study in Jurisprudence|date=1930}} *{{cite book|first=P.W|last=Duff|title=Personality in Roman Private Law|date=1938}} *{{cite book|first=C.A|last=Cooke|title=Corporation, Trust and Company: A Legal History|date=1950}} *{{cite book|first=A|last=Watson|title=The Law of Persons in the Later Roman Republic|date=1967}} *{{cite book|first=S|last=Guterman|title=The Principle of the Personality of Law in the Germanic Kingdoms of Western Europe from the Fifth to the Eleventh Century|date=1990}} === Articles === *{{cite journal|first=J|last=Dewey|title=The Historic Background of Corporate Legal Personality|date=1926|volume=35|journal=Yale Law Journal|ref=655}} *{{cite journal|first=A.W|last=Machen|title=Corporate Personality|date=1910|volume=24|journal=Harvard Law Review|ref=253}} {{Law}} {{Social class}} [http://bankofinfo.com/major-legal-factors-affecting-business/ Major legal factors affecting business] {{DEFAULTSORT:Legal Personality}} [[Category:Legal entities|Legal entities (category)]] [[Category:Legal fictions]] [[Category:Corporate law]] [[Category:Financial law]] [[Category:Corporate personhood]]'