Legal Personality in Civil Law: A Comprehensive Guide
PHYSICAL PERSON
Birth
For individuals, birth determines personality and eligibility for legal relations. Article 30 of our Civil Code states that “for civil purposes, only a human fetus that is born and lives for twenty-four hours completely outside the womb is deemed a person.” This definition has two aspects:
- Physiological: The individual has left the mother’s womb.
- Civil Personality: This recognizes the human figure as a person, acknowledging the impossibility of independent living or clear exclusion from the human category. The objective statement of twenty-four hours of independent survival is crucial.
Termination of Individual
Termination occurs when an individual loses the capacity to hold legal relations. Death, in a biological sense, can give rise to situations where multiple individuals are called to inherit from each other in a single accident or incident. This necessitates establishing whether they died one after the other (predecease) or simultaneously (simultaneous death). In the first case, the individual who dies later inherits the assets of the one who died earlier. In the second case, there is no transfer of assets between them.
PROOF OF BIRTH AND DEATH
(Art. 40-52 LRC for birth and Art. 82 and 85 LRC for death)
In both cases, the primary evidence is provided by the respective registration made in the Civil Registry. Registration certificates extend the content (acts). Registration takes place at the request of individuals specified by law and is certified by the authority responsible for delivery or verification of the status upon death.
Legal Status
Legal status refers to the situations that legally constitute an individual, focusing prominently on their capacity, rights, and duties. This is without prejudice to the prevailing constitutional standards, from which the civil state regulation cannot deviate. Its regulation is enforced by mandatory or legally necessary rules, granting the holder certain powers:
- The right to demand respect for their civil state.
- The right to change status (nationality, residence, marriage).
- The right to challenge marital status due to a lack of essential requirements or defects of consent.
- The right to request registration in the Civil Registry or rectify errors.
The defense, modification, and declaration of marital status grant the individual a series of actions of a personal nature, which may be brought before the courts. Some of these actions may also be exercised by relatives or those with a legitimate interest, or by the public prosecutor.
LEGAL ENTITIES
A legal entity is an organization endowed with legal status and personality, allowing it to be subject to rights and duties, provided it is formally and publicly recognized by the law.
Kinds of Legal Persons
- Public Legal Persons: Fully coordinated within the government.
- Private Legal Persons: Not incardinated within the government. These include associations and foundations.
Associations and Foundations
Corporations are essentially associations of public law. The difference between associations and foundations lies in their composition and operating procedures:
- Associations: Composed of individuals (partners) who share a common interest, either general or particular. Their operation depends on the will of the partners.
- Foundations: Established from the heritage of a founder for a specific purpose of public interest. They are governed by the founder’s will, and their governing bodies must operate in an orderly manner.
Public Interest vs. Special Interest
Associations can be of public interest (pursuing a general or social good) or special interest (satisfying an individual interest). Foundations, however, can only be of public interest.
ACQUISITION OF PERSONALITY
A legal person is born when it meets the requirements of the law, which grants it personality. The allocation system asserts that personality begins from the moment of constitution.
CAPACITY OF LEGAL PERSONS
Legal persons have legal capacity to act, tailored to their specific nature. This capacity should be limited to the purpose for which they were formed. The law requires legal persons to have a concrete and expressed purpose, implying that their governing bodies may not act beyond what is necessary to achieve it. Legal persons may acquire and possess property of all kinds, incur obligations, and exercise civil or criminal actions, according to the laws and rules of their constitution.
Capacity to Work
Legal persons cannot work by themselves but through their governing bodies. These bodies are not representatives of the legal person in the traditional sense, as representation is only possible in external interactions with third parties. Internally, in governance and administration, the bodies act as the legal person itself.
LIABILITY OF LEGAL PERSONS
Legal persons are liable for damages caused by the actions of the individuals who constitute their organs. If the legal person fails to pay what an individual acting on its behalf should have paid, the aggrieved party can claim against the legal person.
ADDRESS OF LEGAL PERSONS
The address of a legal person is the place where its legal representation is established or where its functions are exercised. There is some flexibility in determining this address, but it must be fixed. It is imperative to establish the country where the legal person operates and, within that country, the location of its governing body.
NATIONALITY
Nationality determines the law applicable to a legal person’s birth, creation, operation, and extinction. Spanish nationality is granted to corporations, foundations, and associations considered legal persons under the Civil Code. Associations domiciled abroad are considered foreign.
CIVIL DOMICILE
Civil domicile is determined by the Autonomous Community where the legal person has accepted and established itself within the Community’s territory.
MODIFICATION AND TERMINATION OF LEGAL PERSONS
If the legal person experiences changes in their bodies or ends, it remains the owner of the legal positions in legal situations in which take part. If extinction occurs, no. They are extinguished: a) by expiry of the period during which operated legally, b) to realize the purpose for which they are formed, c) be impossible to implement the activity and the means at their disposal. Regarding the term, need to add that it is susceptible of extension.