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Encyclopedia > Juristic person

A juristic person is a legal fiction through which the law allows a group of natural persons to act as if it were a single composite individual for certain purposes. The most common purposes are lawsuits, property ownership, and contracts. The concept goes by many names, including corporate personhood. A juristic person is sometimes called a legal person, artificial person, or legal entity (although the last term is sometimes understood to include natural persons as well). Although the concept of a juristic person is more central to Western law, particularly common law and civil law countries, it is also found in virtually every legal system. In the common law, legal fictions are suppositions of fact taken to be true by the courts of law, but which are not necessarily true. ... In jurisprudence, a natural person is a human being perceptible through the senses and subject to physical laws, as opposed to an artificial person, i. ... A person is defined by philosophers as a being who is in possession of a range of psychological capacities that are regarded as both necessary and sufficient to fulfill the requirements of personhood. ... It has been suggested that civil trial be merged into this article or section. ... Property designates those things that are commonly recognized as being the possessions of a person or group. ... A contract is a legally binding exchange of promises or agreement between parties. ... In jurisprudence, a natural person is a human being perceptible through the senses and subject to physical laws, as opposed to an artificial person, i. ... This article concerns the common-law legal system, as contrasted with the civil law legal system; for other meanings of the term, within the field of law, see common law (disambiguation). ... Civil law or continental law is the predominant system of law in the world, with its origins in Roman law, and sets out a comprehensive system of rules, usually codified, that are applied and interpreted by judges. ...


The use of this terminology does not mean that artificial legal entities are considered human beings. It's simply a technical use of the word. "The technical legal meaning of a 'person' is a subject of legal rights and duties," wrote one treatise.[1] Because these entities have legal rights and duties, we call them juristic persons.


A juristic person is not necessarily distinct from the natural persons of which it is composed. Most legal entities are simply amalgamations of the persons that make it up for convenience's sake. A juristic person that does have a separate existence from its members is called a company or corporation. This distinction gives the corporation its unique perpetual succession privilege and is usually also the source of the limited liability of corporate members. Some other legal entities also enjoy limited liability of members, but not on account of separate existence.[2] The term company may refer to a separate legal entity, as in English law, or may simply refer to a business, as is the common use in the United States. ... Corporate redirects here. ... Succession is the act or process of pooing or of following in order or sequence. ... Limited liability (LL) is liability that is limited to a partner or investors investment. ...

Contents

Examples

Contrary to some reports, legal personality is not given merely to for-profit corporations. Some examples of juristic persons include:

Some of these examples may overlap in some countries. For example, in many jurisdictions, banks are not separate entities, but merely companies or partnerships which hold the requisite banking license. Similarly, trade unions and political parties are often legally unincorporated associations. Collective can also refer to the collective pitch flight control in helicopters A collective is a group of people who share or are motivated by at least one common issue or interest, or work together on a specific project(s) to achieve a common objective. ... The term company may refer to a separate legal entity, as in English law, or may simply refer to a business, as is the common use in the United States. ... Co-op redirects here. ... Corporate redirects here. ... A corporation sole in English law is a legal entity consisting of a single person (sole). This allows the corporation to pass vertically from one holder of a position to the next, giving the position legal continuity. ... Estate is a term used in the common law. ... A European Economic Interest Grouping (EEIG) is a type of legal entity created on 25th July 1985 under EU Council Regulation 2137/85. ... A flow-through entity (FTE) is a corporate legal entity where income flows through to investors (unitholders) in the form of regular cash distributions. ... A limited liability company (denoted by L.L.C. or LLC) is a legal form of business company in the United States offering limited liability to its owners. ... A municipality is an administrative entity composed of a clearly defined territory and its population and commonly referring to a city, town, or village, or a small grouping of them. ... In jurisprudence, a natural person is a human being perceptible through the senses and subject to physical laws, as opposed to an artificial person, i. ... A partnership is a type of business entity in which partners share with each other the profits or losses of the business undertaking in which all have invested. ... // Political scientists have developed concepts of different ideal types of political parties in order to better compare them with each other. ... In the United States, a political action committee, or PAC, is the name commonly given to a private group organized to elect or defeat government officials in order to promote legislation, often supporting the groups special interests. ... Look up Sovereign in Wiktionary, the free dictionary The adjective sovereign is used to refer to a state of sovereignty. ... A state is a set of institutions that possess the authority to make the rules that govern the people in one or more societies, having internal and external sovereignty over a definite territory. ... Temple of Hephaestus, an Doric Greek temple in Athens with the original entrance facing east, 449 BC (western face depicted) For other uses, see Temple (disambiguation). ... A Trade Union (Labour union) ... is a continuous association of wage-earners for the purpose of maintaining or improving the conditions of their employment. ... This law-related article does not cite its references or sources. ... A voluntary association (also sometimes called an unincorporated association, or just an association) is a group of individuals who voluntarily enter into an agreement to form a body (or organization) to accomplish a purpose. ... Italian ship-rigged vessel Amerigo Vespucci in New York Harbor, 1976 A ship is a large, sea-going watercraft. ...


Creation and history of the doctrine

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. In early lawsuits for breach of contract, the corporate defendants argued that they could not be sued as they were not persons; if this argument were to be accepted, the plaintiffs would be without recourse, since the shareholders were not liable for the debts of the corporation by statute. Before corporate personhood, corporations were above the law. A Watt steam engine. ... A sole proprietorship, or simply proprietorship, is a type of business entity which legally has no separate existence from its owner. ... A partnership is a type of business entity in which partners share with each other the profits or losses of the business undertaking in which all have invested. ... Limited liability (LL) is liability that is limited to a partner or investors investment. ... Breach of contract is a legal concept in which a binding agreement or bargained-for exchange is not honored by one or more of the parties to the contract by non-performance or interference with the other partys performance. ...


To resolve the issue, legal scholars proposed a solution—a corporation could instead be considered a person, and could therefore sue and be sued, and thus held accountable for its debts.[4] This legal fiction was adopted by the United States Supreme Court in Trustees of Dartmouth College v. Woodward (1819). In that case, Justice Story wrote that a corporation “is, in short, an artificial person, existing in contemplation of law, and endowed with certain powers and franchises which, though they must be exercised through the medium of its natural members, are yet considered as subsisting in the corporation itself, as distinctly as if it were a real personage.” This understanding has more or less continued, and was reaffirmed by the court as recently as 2003 in Cook County, Ill. v. U.S. ex rel. Chandler.


This ensured that creditors would be able to seek relief in the courts should the corporation default on its obligations, encouraging banks to extend credit to the corporation. This simple fiction enabled corporations to acquire wealth, expand, and become the preferred organizational form for businesses of all sizes. Corporate personhood has come under criticism recently, as courts have extended other rights to the corporation beyond those necessary to ensure their liability for debts. Other commentators argue that corporate personhood is not a fiction anymore—it simply means that for some legal purposes, "person" has now a wider meaning than it had before and it still has in non-legal uses. Credit as a financial term, used in such terms as credit card, refers to the granting of a loan and the creation of debt. ...


An organizations corporate personhood also has been construted to make it a citizen, resident, or domicilliary 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 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). Personal jurisdiction, jurisdiction of (or over) the person, or jurisdiction in personam is the power of a court to require a party (usually the defendant) or a witness to come before the court. ...


Limitations

There are limitations to the legal recognition of artificial persons. Legal entities cannot marry, they usually cannot vote or hold public office,[5] and in most jurisdictions there are certain positions which they cannot occupy.[6] The extent to which a legal entity can commit a crime varies from country to country. Certain countries prohibit a legal entity from holding human rights; other countries permit artificial persons to enjoy certain protections from the state that are traditionally described as human rights.[7] Matrimony redirects here. ... Voting is a method of decision making wherein a group such as a meeting or an electorate attempts to gauge its opinion—usually as a final step following discussions or debates. ... Public administration is, broadly speaking, the implementation of policy within a state framework. ... In criminology, corporate crime refers to crimes either committed by a corporation, i. ... Human rights are rights which some hold to be inalienable and belonging to all humans. ...


Extension of Constitutional Rights to Juristic Persons in the U.S.

In part based on the principle that juristic persons are simply organizations of human individuals, and in part based on the history of statutory interpretation of the word "person," the U.S. Supreme Court has repeatedly held that certain constitutional rights protect juristic persons (like corporations and other organizations). In Santa Clara County v. Southern Pacific Railroad, the Court unanimously held this, stating, "The court does not wish to hear argument on the question whether the provision in the 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." For example, because of the First Amendment, Congress can't make a law restricting the free speech of a political action group or dictating the coverage of a local newspaper. Because of the Due Process Clause, a state government can't take the property of a corporation without using due process of law and providing just compensation. These protections apply to all legal entities, including schools, non-profit organizations, for-profit companies, and associations.


Objections to "Corporate Personhood"

Recently, some groups and individuals (including the Green Party[8]) have objected to "corporate personhood." This unfortunate misuse of the term has led to some confusion. "Corporate personhood" is another name for the theory that legal entities should be subjected to the law. These activists do not actually want to end the theory that allows corporations (including non-profit organizations) to be governed by the law, be subjected to taxes, sue and be sued, and otherwise be treated as a legal entity. Their objections actually focus on two issues: semantics and constitutional protections. This article is about the green parties around the world. ...


Semantics

Opponents of "corporate personhood" object to a corporation, particularly a for-profit corporation, being called a person. Their ideology focuses on the distinction between individuality and organized groups. Thus, some opponents of "corporate personhood" don't actually want to change the theory, they just want to change the terms used in the U.S. Constitution, various statutes and regulations, judicial opinions, and legal discourse.


Constitutional Protections

In part because the term "person" (rather than "natural person") is usually used by the legislature to convey rights and duties on both individuals and legal entities, the United States Supreme Court unanimously held that corporations are entitled to some constitutional rights. Opponents of "corporate personhood" don't want to eliminate legal entities, but do want to strip them of some of these rights through constitutional amendment. Often, this is motivated by a desire to restrict the political speech and donations of corporations, interest groups, lobbies, and political parties.


Responses to these objections

Some responses point out two underlying misconceptions. First, cries to "abolish corporate personhood" usually assume that it applies only to for-profit companies. However, corporate personhood is also a feature of non-profit organizations, political parties, schools, churches, and any other legal entity which can live on beyond its creators. Secondly, the objections (as described above) aren't with the theory of corporate personhood itself, but rather with its vocabulary or extension into the constitutional realm. Rather than abolishing corporate personhood, these critics wish to overturn the Supreme Court decisions which confer constitutional protection on for-profit legal entities. Those who believe corporations should have the protection of the U.S. Constitution point out that corporations are just organizations of people, and that these people should have the ability to excercise their rights collectively. Without protection for corporations, a government could seize a school's property without due process or just compensation, racial discrimination against primarily black organizations would be allowed, and media organizations would not have the freedom to collect and publish honest news. This is the view taken by the American Civil Liberties Union, which has defended juristic persons against attacks on their free speech rights.[9] The American Civil Liberties Union (ACLU) is a major American non-profit organization with headquarters in New York City, whose stated mission is to defend and preserve the individual rights and liberties guaranteed to every person in this country by the Constitution and laws of the United States.[1] It...


See also

The term company may refer to a separate legal entity, as in English law, or may simply refer to a business, as is the common use in the United States. ... Santa Clara County v. ...

Footnotes

  1. ^ John Chipman Gray, The Nature and Sources of the Law (Roland Gray ed., MacMillan 1921)
  2. ^ For example, Limited Liability Partnerships
  3. ^ Williams v The Shipping Corporation of India (US District Court, Eastern District Virginia), 10 March 1980, 63 ILR 363
  4. ^ See, e.g., 2 J. Bouvier, A Law Dictionary 332 (6th ed. 1856) (def. 2: The term “person” “is also used to denote a corporation which is an artificial person”); 1 S. Kyd, A Treatise on the Law of Corporations 13 (1793) (“A corporation then, or a body politic, or body incorporate, is a collection of many individuals, united into one body, ... and vested, by the policy of the law, with the capacity of acting, in several respects, as an individual, particularly of taking and granting property, of contracting obligations, and of suing and being sued ...”).
  5. ^ In Hong Kong, artificial persons are granted the right to vote in functional constituencies elections.
  6. ^ These restrictions vary from country to country. Some countries do not permit a corporate entity to be a director or a liquidator while others do.
  7. ^ Most commonly in the area of taxation and in relation to search warrants.
  8. ^ Green Party USA Platform
  9. ^ ACLU website on corporate free speech

 
 

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