Legal person

In law, a legal person is any person or 'thing' (less ambiguously, any legal entity)[1][2] that can do the things an everyday person can usually do in law - such as enter into contracts, sue and be sued, own property, and so on.[3][4][5]

The reason for the term "legal person" is that some legal persons are not people: companies and other corporations are "persons" legally speaking (they can legally do most of the things an ordinary person can do), but they are clearly not people in the ordinary sense.

There are therefore two kinds of legal entities: human and non-human. In law a human person is called a "natural person" (sometimes also a physical person), and a non-human person is called a juridical person (sometimes also a juridic, juristic, artificial, legal, or fictitious person, Latin: persona ficta).

Juridical persons are entities such as corporations, firms (in some jurisdictions), and many government agencies. They are treated in law as if they were persons.[4][6][7]

While natural persons acquire legal personality "naturally", simply by being born (or before that, in some jurisdictions), juridical persons must have legal personality conferred on them by some "unnatural", legal process, and it is for this reason that they are sometimes called "artificial" persons. In the most common case, incorporating a business, legal personality is usually acquired by registration with a government agency set up for the purpose. In other cases it may be by primary legislation: an example is the Charity Commission in the UK.[8]

As legal personality is a prerequisite to legal capacity (the ability of any legal person to amend (enter into, transfer, etc.) rights and obligations), it is a prerequisite for an international organization to be able to sign international treaties in its own name.

The term "legal person" can be ambiguous because it is often used as a synonym of terms that refer only to non-human legal entities, specifically in contradistinction to "natural person".[9][10]

Juridical persons

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 (Latin: persona ficta; also juristic person) has a legal name and has certain rights, protections, privileges, responsibilities, and 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 (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 jurisdictions, artificial personality allows that entity to be considered under law separately from its individual members (for example in a company limited by shares, its shareholders). They may 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 shield its members from personal liability.

In some common law jurisdictions a distinction is drawn between corporation aggregate (such as a company, which is composed of a number of members) and a corporation sole, which is a public office of legal personality separated from the individual holding the office; (both entities have separate legal personality). Historically most corporations sole were ecclesiastical in nature (for example, the office of the Archbishop of Canterbury is a corporation sole), but a 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 agents involved in a 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 directors.

The concept of a juridical person is now central to Western law in both common-law and civil-law countries, but it is also found in virtually every legal system.[11]

Examples

Some examples of juridical persons include:

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.