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A juristic or juridical person is an artificial entity through which the law allows a group of natural persons to act as if it were a single composite individual for certain purposes, or in some jurisdictions, for a single person to have a separate legal personality other than their own.^[1] This legal fiction does not mean these entities are human beings, but rather means that the law recognizes them and allows them to act as natural persons for some purposes—most commonly lawsuits, property ownership, and contracts. The concept goes by many names, including corporate personhood.^[2] 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 as well as common law and civil law countries, it is also found in virtually every legal system.

Some countries, including Germany, France, Italy, and Spain, have treated juristic persons as real, natural persons.^[3] In England and the United States, the use of this terminology does not mean that artificial legal entities are considered human beings. It's simply a "technical legal meaning" where "a 'person' is any subject of legal rights and duties."^[4] Because artificial entities have legal rights and duties, they are considered persons. To distinguish them from natural persons, we call them juristic persons.

Examples

Legal personality is given to any organization which is a subject of legal rights and duties. Some examples of juristic persons include:

• collectives
• companies
• cooperatives (co-ops)
• corporations
• corporations sole
• estates of deceased persons
• European economic interest groupings (EEIGs)
• flow-through entities (FTEs)
• limited liability companies
• municipalities
• natural persons
• partnerships
• political parties
• political action committees (PACs)
• sovereigns
• states
• temples, in some legal systems, have separate legal personality^[5]
• trade unions
• trusts
• unincorporated associations
• ship or vessel
• churches and religious denominations

While almost all countries recognize some form of legal personality, no single country recognizes every form in the above list. Some of these examples may overlap or not be recognized as a juristic person. 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.

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. 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 wrong-doing.

To resolve the issue, legal scholars proposed a solution—a corporation could instead be considered a person, and could therefore be recognized and held subject to the law.^[6] This understanding wasn't just adopted by the courts, it was also adopted by legislatures.^[7] Thus, legislators intentionally used the word "person" to include both natural persons and juristic persons. This understanding has more or less continued, and was reaffirmed by the U.S. Supreme Court as recently as 2003 in Cook County, Ill. v. U.S. ex rel. Chandler.

In "Minneapolis & St. Louis Railroad Company v. Beckwith, 129 U.S. 26" in 1889, the Supreme Court ruled:

It is contended by counsel as the basis of his argument, and we admit the soundness of his position, that corporations are persons within the meaning of the clause in question. It was so held in Santa Clara Co. v. Railroad Co., 118 U.S. 394, 396, 6 S. Sup. Ct. Rep. 1132, and the doctrine was reasserted in Mining Co. v. Penusylvania[sic], 125 U.S. 181, 189, 8 S. Sup. Ct. Rep. 737. We admit also, as contended by him, that corporations can invoke the benefits of provisions of the constitution and laws which guaranty to persons the enjoyment of property, or afford to them the means for its protection, or prohibit legislation injuriously affecting it. ^[8]

An organization's corporate personhood also has been construed 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). These concepts have been superseded by statute, since U.S. jurisdictional statutes specifically address the domicile of corporations.

Limitations

There are limitations to the legal recognition of artificial persons. Legal entities cannot marry, they usually cannot vote or hold public office,^[9] and in most jurisdictions there are certain positions which they cannot occupy.^[10] 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.^[11]

Special rules related to legal persons in relation to the law of defamation. Defamation is the area of law in which a person's reputation has been unlawfully damaged. This is considered an ill in itself in regard to natural person, but a legal person is required to show actual or likely monetary loss before a suit for defamation will succeed.^[12]

Extension of basic rights to juristic persons

United States

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). 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 during oral arguments, telling the attorneys that "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." Later opinions turned this dictum into law.^[13] 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.^[14] 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, not just corporations.

In 2006, Google relied upon Due Process rights to fight a government seizure of the search queries of millions of its users. Because the Fourth Amendment's prohibition against unreasonable searches and seizures has been extended to corporations like Google, the company was able to protect the privacy of its users.^[15]

China

Under the Chinese Civil Code, "[j]uristic persons are organs which possess the capacity for civil rights and the capacity for civil activity, and in accordance with the law, independently enjoy civil rights and undertake civil obligations." This essentially extends full basic rights and protections to any recognized artificial legal entities in China.^[16]

Controversies about "corporate personhood"

Corporate personhood has always been controversial, 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 has in non-legal uses. Some groups and individuals (including the Green Party^[17]) have objected to "corporate personhood." The use of this term is incorrect. These opponents usually do not actually want to abolish the theory that allows corporations to be governed by the law, be subjected to taxes, sue and be sued, and otherwise be treated as a legal entity. Rather, their objections actually focus on two issues: semantics and constitutional protections.

Semantics

Some opponents of "corporate personhood" object to a corporation, particularly a for-profit corporation, being called a person. Their ideology focuses on the distinction between an individual and what they consider a "soulless corporation." Thus, some opponents of "corporate personhood" don't actually want to change the theory, they just want to change the terms used. This would involve some weighty statutory revision, since legislatures for centuries have used the word "person" to include legal entities other than natural persons. However, the trend is already moving in this direction. In recent years, legislatures have begun to use other terms like "legal entity" when drafting their laws. Likewise, legal scholarship has moved toward that terminology as well.

Constitutional protections

In part as a matter of interpretation of the word "person" in the Fourteenth Amendment, U.S. courts have extended certain constitutional protections to legal entities. Opponents of "corporate personhood" don't necessarily want to eliminate legal entities, but do want to strip them of some of these rights through constitutional amendment.^[18] Often, this is motivated by a desire to restrict the political speech and donations of corporations, interest groups, lobbyists, and political parties. Social commentator Thom Hartmann is among those that share this view.^[19] Because juristic persons have limited "free speech" rights, legislation meant to eliminate corporate campaign contributions has been repeatedly struck down by various courts.^[20] Those who believe juristic persons should have the protection of the U.S. Constitution point out that they are just organizations of people, and that these people shouldn't be deprived of their human rights when they join with others to act 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. On these grounds, the American Civil Liberties Union has defended juristic persons against attacks on their free speech rights.^[21]

The question of legal personhood for the unborn

The question of legal personhood (a Wikipedia link for "legal personhood" leads to this page) and their Consitutional protections has also come up for individuals who are not artificial entities.

The United States Declaration of Independence, the Fifth Amendment to the United States Constitution, and the Fourteenth Amendment to the United States Constitution contain some similar language. In the Declaration of Independence, "all men" are declared to have the right to "life, liberty, and the pursuit of happiness." The Fifth Amendment grants that no "person" shall "be deprived of life, liberty, or property without due process of law". The Fourteenth Amendment states that no State shall "deprive any person of life, liberty, or property without due process of law".

The use of the word "person" in these clauses became an issue in Roe v. Wade. The question that came up was whether the fetus should have the rights of a person according to the Fourteenth Amendment. The conclusion of the majority was that it did not.^[22]

In the Declaration of Independence, the word "person" is not used in connection with the right to life. It is generally understood that "all men" refers to all mankind, or all living humans, regardless of nationality. As time went on, legal decisions needed to be made about specific rights for women, children, slaves, those who did not own land, and those who were not white.

In the Fifth Amendment, the word "person" seems also to refer to any living human.

In the Fourteenth Amendment, however, several questions come up. In most ways, the use of "person" simply seems to echo the use of the same word in the Fifth Amendment. But the Fourteenth Amendment makes an interesting categorization. It first of all speaks of "persons born or naturalized in the United States" and calls them "citizens". Secondly it speaks of "any person", as a broader category than simply all American citizens. We could ask, "What about persons not born? What about persons not born in the United States? What about persons not naturalized in the United States?"

The Roe v. Wade decision took the position that the unborn were simply not considered, while the decision also opens up a new unconsidered third category: living human beings who - by virtue of not having been born yet - do not qualify as persons. In effect, the USA currently operates with three categories; the broadest is living human beings in general (not necessarily legal "persons", and not mentioned in the 14th Amendment), then comes the subset of those living humans who have been born in any place ("persons" as mentioned in the 14th Amendment), and finally the smaller subset of those who are American citizens (those "persons" who have been born or naturalized in the U.S.A.).

In Justice Rehnquist's dissent to Roe v. Wade [1] he mentions that there were 36 state laws to limit abortion in effect when the 14th Amendment was ratified, none of which were called into question by the 14th Amendment prior to Roe v. Wade.

References

• Julius Binder, Das Problem der juristischen Persönlichkeit, (1907)
• P. W. Duff, Personality in Roman Private Law, (1938)
• C. A. Cooke, Corporation, Trust and Company: A Legal History, (1950)
• Simeon Guterman, The Principle of the Personality of Law in the Germanic Kingdoms of Western Europe from the Fifth to the Eleventh Century (1990)
• Frederick Hallis, Corporate Personality: A Study in Jurisprudence (1930)
• Raymond Saleilles, De La Personalité Juridique: Histoire et Théories, (1922)
• Alan Watson, The Law of Persons in the Later Roman Republic. (1967)

Footnotes