Legal entities coexist with the Physical persons. They are attributed their own legal personality and the capacity to act as subjects of law. They have the capacity to acquire and possess assets of all types, carry out social or corporate activities.
Historical evolution of the figure
This figure is recent in terms of rights. The Romans thought about society in a different way, there were institutions with tasks similar to those of natural persons.
In the Middle Ages, legal entities referred to voluntary associations of individuals. At the end of the 18th century there were two trends: the French Revolution and the Historical School of Law.
Are you looking for a lawyer specialized in Criminal Law?
we help you find a criminal lawyer.
We have a wide network of collaborating lawyers in all Spain.
A legal person It is born in a legal act or act of constitution. This is a foundational legal event, recognized by administrative organizations and authorities. They require that it be publicly registered and in compliance with certain legal conditions.
This figure is the holder of many rights and obligations that natural persons have, except for the crimes criminal charges, because they are not attributed to corporations but to individuals so that they are directly responsible for the crimes committed.
it's possible apply criminal sanctions to legal entities who are involved in criminal acts. In general, Administrative Law applies.
Differences between natural and legal persons
The Physical person It is that human individual who, according to the laws, has certain rights and obligations. It differs from the legal entity especially in the extension or limits of both its rights and its obligations.
In the event that you contract debts with third parties, the natural person must respond with his or her personal assets. The obligations of a legal entity are limited to responding with the assets of the entity.
Even if the legal entity is formed by natural persons, its obligations do not extend to those persons. It is because a legal person is an entity with its own character.
Types of legal entities
They are legal entities:
1. Public interest corporations, associations and foundations recognized by law.
Their personality begins from the moment in which, in accordance with law, they had been validly constituted.
2. Associations of particular interest, whether civil, commercial or industrial, to which the law grants their own personality, independent of that of each of the associates.
Article 35 of the Civil Code
Thus, we can differentiate between:
- Legal entities under public law:
- They are those that represent state entities and that take care of their interests. With application in the territory of the country and for the citizens who live there.
- They are divided into legal entities of internal and external public law.
- Legal entities under private law:
- In this case, they would be those that represent the interests of individuals. They are regulated by specific commercial codes.
- It is made up of associations, companies, cooperatives, civil societies. Whether for profit or not.
Characteristics according to the Civil Code
According to the Civil Code in its article 35 and subsequent ones, its characteristics are determined:
- Corporations, associations and foundations recognized by law are legal entities.
- Their personality begins when they have been validly constituted.
- In the case of private associations, whether civil, commercial or industrial, they are independent of each of the associates.
- The associations are governed by provisions relating to contract of society, according to its nature.
The associations referred to in number 2 of the previous article will be governed by the provisions relating to the partnership contract, according to its nature.
Article 36 of the Civil Code
- The corporations They are regulated by the laws by which they were created or constituted.
- The associations It is regulated by its statutes.
- The foundations They have rules, depending on their institution, which must be approved by administrative provisions when necessary.
The civil capacity of corporations will be regulated by the laws that created or recognized them; that of associations by their statutes, and that of foundations by the rules of their institution, duly approved by administrative provision, when this requirement is necessary.
Article 37 of the Civil Code
- Legal entities can acquire and possess property.
Legal entities can acquire and possess assets of all kinds, as well as contract obligations and exercise civil or criminal actions, in accordance with the laws and rules of their constitution.
The Church will be governed at this point by what is agreed between both powers, and the educational and charitable establishments by what the special laws provide.
Article 38 of the Civil Code
Birth of the legal entity
Creation rules may vary. In general is formalized in a document, as in a public deed. This figure contains operating rules, for example, in the statutes.
Logically, in public legal entities the process changes. Publication is essential, it is carried out in an Official Gazette, according to the standard.
It is common for legal entities to have material means in their creation. They may have a heritage at the beginning, determined by each person's contributions.
It is common to find governing bodies that participate in the control of legal entities.
Responsibilities of legal entities
The legal person, as well as the physical person, may have civil liability that will arise due to breaches of their obligations.
In regards to the criminal liability in legal entities, derives from crimes committed in their name or that occur on their behalf, by natural persons who are linked to them.
1. In the cases provided for in this Code, legal persons will be criminally responsible:
a) Crimes committed in their name or on their behalf, and for their direct or indirect benefit, by their legal representatives or by those who, acting individually or as members of an organ of the legal entity, are authorized to make decisions in name of the legal entity or hold powers of organization and control within it.
b) Of the crimes committed, in the exercise of social activities and on behalf of and for the direct or indirect benefit of the same, by those who, being subject to the authority of the natural persons mentioned in the previous paragraph, have been able to carry out the acts by that they have seriously breached their duties of supervision, vigilance and control of their activity, given the specific circumstances of the case.
There are different cases in which the legal entity can be exempt from criminal responsibilities.
Legal entities in Spain
exist large number of entities with legal personality in Spain.
- In it Public ambit, there are foundations, corporations, institutional administrations and the general administrations themselves.
- In private, There are commercial companies and capital companies: anonymous, limited, limited partnerships by shares.
- There are also foundations, associations and non-profit entities.
- The civil societies They are a special case, because they may or may not be legal entities. To be so, they must act as such, with agreements between partners that do not remain secret.
- Not all entities are legal persons. There are some that lack legal personality, such as in recumbent inheritances and in communities of property.
Causes of extinction
The life of legal entities does not end with the death of the natural persons that are part of it, unless all of them die.
In the dissolution of the legal entity, its members can be replaced.
In legal entities public, that last over time, exist naturally without the individuals that make them up having to carry out any act of adhesion to them.
Corporations or associations become extinct when the purpose for which they were created is reached, when they go bankrupt, if the partners decide to put an end to it, when the State does not authorize them to continue operating or if they incur the cases provided for by legislation.
If, because the period during which they legally operated had expired or because the purpose for which they were established had been achieved, or because it was no longer possible to apply the activity and the means at their disposal to it, the corporations, associations and foundations ceased to function, The application that the laws, or the statutes, or the founding clauses would have assigned to them in this provision will be given to their assets. If nothing has been previously established, these assets will be applied to the realization of similar purposes, in the interest of the region, province or municipality that should mainly collect the benefits of the extinct institutions.
Article 39 of the Civil Code
Legal entities are fundamental to the functioning of modern societies, and will continue to be so as long as people come together to work as a group for a common goal.