A Corporation Is a Legal Person That Has a Unique

A legal or artificial person (Latin: persona ficta; also a legal person) has a legal name and has certain rights, property rights, privileges, responsibilities and responsibilities in law, similar to those of a natural person. The concept of legal entity is a fundamental legal fiction. It is relevant to the philosophy of law because it is essential for laws that affect a company (company law). In Santa Clara v. Southern Pacific of 1886 – 118 U.S. 394 (1886), Supreme Court Chief Justice Waite verbally informed counsel that the Fourteenth Amendment equal protection clause guarantees constitutional protection to businesses in addition to individuals, and that the hearing should focus on other issues in the case. [14] In santa clara, stenographer Bancroft Davis[15] noted in the footnote of the opinion that Chief Justice Morrison Waite began the hearing by saying, “The court does not want to hear arguments as to whether the provision of the Fourteenth Amendment to the Constitution prohibits a state from denying any person within its jurisdiction the same protection of the law, applies to these companies. We all think that is the case. [16] Although the guiding principle is not part of the Court`s opinion and therefore does not constitute a precedent, two years later in Pembina Consolidated Silver Mining Co. v. Pennsylvania – 125 USA 181 (1888), the Court clearly upheld the doctrine by stating: “Under the term `person,` there is no doubt that a private corporation [in the Fourteenth Amendment] is included.

These entities are only associations of persons who are united for a particular purpose and who may carry on their activities under a particular name and have several members without dissolution. [17] This doctrine has since been repeatedly reaffirmed by the Court. [Citation needed] The concept of legal personality for organizations of persons is at least as old as ancient Rome: a variety of collegiate institutions enjoyed the advantage in Roman law. The limitations of the Small Business Act 2007 were also highlighted with regard to Mobile Sweepers (Reading) Limited, a company that was fined just £12,000 (its total value) immediately after the death of one of its employees. The legal liability of those involved is often more important to prosecute and § 37 of occupational health and safety, etc. The 1974 Act provided the legal basis for the £183,000 fine against the sole director of Mobile Sweepers (Reading) Limited, on the basis that the company had committed offences under section 33 of the 1974 Act. The Disqualification of Corporate Directors Act 1986 was also used to prevent the sole director of Mobile Sweepers (Reading) Limited from being a director of a corporation or participating in the management of a corporation for five years (the 1986 Act is dealt with in Chapter 13). Section 28 of the New Zealand Bill of Rights 1990 states: “. The provisions of this Bill of Rights shall apply, as far as possible, for the benefit of all legal persons and natural persons. A person who buys shares of a corporation is called a shareholder and receives a share certificate that indicates the number of shares of the corporation they purchased. Especially in a corporation, shares can easily be transferred in whole or in part at the discretion of the shareholder.

The shareholder who wishes to transfer (sell) shares does not need the consent of the other shareholders to sell the shares. Similarly, a natural or legal person who wishes to acquire shares of a company does not need the consent of the company or its existing shareholders before purchasing the shares. Once a public company sells its initial offer of shares, it is not part of onward transfers, except as a record keeper of ownership of shares. Private companies may have certain restrictions on the transfer of shares. Ownership of a company is proven by shares freely transferable by the holders if there is no agreement between them limiting the transfer. The purchaser or purchaser of shares follows in the footsteps of the former owner and is entitled to all dividends and voting rights associated with the shares. On the other hand, the purchaser of an interest in a partnership has only the right to participate in the profits of the partnership and may not otherwise have the right to participate in the activities of the partnership. For more than two hundred years, the company has been the organization of choice for most commercial enterprises.

The characteristics of the company in terms of limited liability, continuity of life, transferability of interests and ability to enter into contracts provide the reasons why the corporate form has maintained such popularity in the long run. These characteristics make the company particularly adept at raising capital from a variety of sources. Some judgments combine multiple perspectives; the majority opinion in Citizen United supported both from an “associative point of view” (“if the anti-distortion justification was accepted. it would allow the government to ban political speech simply because the speaker is an association that has adopted the corporate form”) and from the point of view of “natural unity” (“the value of the speech does not depend on the identity of its source, whether it is a company, a federation, a union or an individual”). [7] The Law on the Obligation of a Shareholder to Deposit Money in a Company which has ceased operations and is in the process of being wound up is contained in section 74 of the Insolvency Act 1986. When liquidating a company, it is important to distinguish between limited liability companies and unlimited liability companies. Laws relating to professional organizations (e.g. Corporations, partnerships, limited liability companies, etc.), often use the term “legal entity,” so the laws apply to both individuals and non-human business entities. Brazilian law recognizes any association or abstract entity as a legal entity, but a registry is required by a constitutional document, with specifications depending on the category of legal entity and the local law of the state and city. Unlike corporations, partnerships and sole proprietorships do not offer their owners limited personal liability for corporate debts. This means that the owners` personal property is subject to the claims of the creditors of these companies, who can try to collect the company`s debts from the owners` personal assets.

A company registered under the Companies Act 2006 has legal capacity as a natural person, section 39. The legal entity allows one or more natural persons (universitas personarum) to act as a single entity (legal person) for legal purposes. In many jurisdictions, artificial personality allows that company to be considered legally distinct from its individual members (for example, in a public limited company, its shareholders). They can sue and be sued, enter into contracts, incur debts and own property. Companies with legal personality may also be subject to certain legal obligations, such as the payment of taxes. A company with legal personality can protect its members from personal liability. For more information on legal entities, see this article in Yale Law Journal, Wake Forest Law Review, and Penn State Journal of Law and International Affairs. Individual shareholders generally cannot sue for the withdrawal of a company`s rights; Only the board of directors has the right to assert the constitutional rights of a company before the courts. [7] It follows from the distinct legal personality of companies and the ability of a company to own property that a company may hold shares in another company. This is the basis for the existence of groups of companies, which can be made up of more than 100 companies and often incorporated, all owned by a parent company.

In the third typical scenario in Figure 3.4, B Ltd owns all the shares of A Ltd. B Ltd is the parent company of A Ltd and A Ltd is a wholly owned subsidiary of B Ltd. Section 15(1) of the Companies Act 2006 specifies that registered companies become registered and legal entities separate upon registration. A secured loan note of GBP 10,000 or “debenture” was issued to Mr Salomon stating that the Company owed Mr Salomon £10,000 secured by an encumbrance on the Company`s assets. 3.4 Limited Liability: A Different Concept of a Separate Legal Entity The corporate personality aspect of the campaign finance debate revolves around Buckley v.