Legal Persons in Civil Law: Types, Elements & Attributes
Juridical Persons — Article 545 (Civil Code)
Juridical persons are fictitious persons that exercise rights and obligations and can be represented in and out of court, as set out in Civil Code Article 545. Legal nature:
Theoretical Approaches to Legal Personality
Fiction theory (Savigny): Savigny maintained that the only real persons are natural human beings. Under the fiction theory, legal persons are legal fictions created by the legislator to satisfy social or collective interests. A group of people who share a common objective, possess a common will and an estate, and act in the field of law may be treated like a single legal person. The basis of this view is the legal fiction rather than natural existence or a state concession.
Realist theory: Realist theory contends that legal persons are not mere fictions but objective realities with their own individuality. A major criticism of the fiction theory is that it subjects the existence of legal persons to permission from the authority; realist theory seeks recognition of an objective social reality independent of legislative fiction.
Ecclesiastical theory (Hübner): This theory, which has had influence in some jurisdictions including Chile, holds that certain categories of legal persons require ecclesiastical or state intervention for their formation, while other legal persons may exist without such intervention. In that sense it contains elements of both fiction and realism.
Elements of Existence of a Legal Person
- A group or association of people.
- Actual or potential assets.
- A specific lawful purpose and its legal objective.
- Willingness of members to constitute a single legal person.
- An organization structured to achieve the aim.
- Where appropriate, recognition by the competent authority.
Legal Persons of Private Law
With Profit (For-profit Entities)
Often called commercial companies. Art. 2053 CC defines the partnership agreement: it is the contract by which two or more persons contribute something in order to share among themselves the benefits or profits derived therefrom.
Non-Profit Entities
- Corporations: Groups of persons that pursue a lawful non-profit objective.
- Foundations: Consist of assets established by a founder for the attainment of a lawful non-profit purpose.
These two categories are governed by the Civil Code.
Personality Attributes
Personality attributes are the qualities or characteristics inherent in persons as subjects of law. Key attributes include:
- Capacity for enjoyment: The ability to acquire rights and obligations.
- Name: A set of words that identify a person legally — given name and family name.
- Nationality: The legal bond that links a person with a State, giving reciprocal rights and obligations.
- Address: The legal domicile or address for notices and correspondence.
- Property: Rights and assets owned by the person.
- Marital status: The legal status related to marriage and family law.