CIVIL LAW: Acquisition of Juridical Personality in the Philippines

In Philippine law, the acquisition of personality refers to the moment when a person is legally recognized as an individual with rights and obligations. This legal construct is rooted in the concept of juridical capacity, which is the capacity to acquire rights and incur obligations. The acquisition of personality primarily concerns natural persons, as well as juridical persons or entities created by law.

The acquisition of juridical personality is governed by the Civil Code of the Philippines (Republic Act No. 386). Here, I will outline all pertinent aspects concerning the acquisition of juridical personality, focusing on both natural and juridical persons.

I. Juridical Capacity of Natural Persons

Definition of Natural Person
A natural person is a human being with rights and obligations. In civil law, the acquisition of personality for a natural person is recognized by law and comes with distinct legal consequences, especially concerning rights that individuals may exercise and obligations they must observe.
Commencement of Personality (Article 40, Civil Code)
Article 40 of the Civil Code states that the personality of a natural person begins at birth. However, this is qualified by Article 41, which specifies that the fetus is considered born for all purposes that are favorable to it, provided it is born later under specific conditions. Therefore:
- The natural person acquires legal personality only upon live birth.
- For civil purposes, the fetus is conditionally regarded as born, which is known as the "conceptus pro nato habetur" principle.
Conditions for the Acquisition of Personality at Birth (Article 41, Civil Code)
Under Article 41, for a fetus to acquire juridical personality, it must be:
- Alive at the time of birth, even if it dies shortly thereafter.
- Without deformities that would inhibit it from acquiring legal rights if recognized as born.
This provision indicates that personality exists in anticipation for the fetus, meaning that rights favorable to the fetus may be conferred on it while in utero, such as inheritance or life insurance benefits, provided that it is subsequently born alive.
Legal Effects of the Loss of Personality (Article 42, Civil Code)
Legal personality for natural persons is terminated by death. However, there are rules for determining exact moments of death in instances where multiple deaths occur simultaneously, especially in cases of "commorientes" (simultaneous deaths) where the law presumes the death of each person simultaneously unless otherwise established.
Civil Rights and Obligations Dependent on Personality
The acquisition of personality gives rise to civil rights and obligations, such as:
- The right to inherit or be the subject of a will (succession law).
- The right to possess and own property.
- The right to enter into contracts and be subject to obligations.
These rights begin to vest conditionally even at conception, subject to the requirement of live birth.

II. Juridical Capacity of Juridical Persons

Definition of Juridical Person
A juridical person is an entity endowed by law with a distinct personality, separate from its members. Examples include corporations, partnerships, associations, and certain government bodies or non-profit entities.
Types of Juridical Persons
According to Article 44 of the Civil Code, juridical persons are classified into:
- The State and its political subdivisions.
- Other corporations, institutions, and entities for public interest or purpose.
- Corporations, partnerships, and associations for private interest or purpose.
Acquisition of Personality by Juridical Persons
Juridical personality is acquired upon compliance with legal formalities specific to each type of entity:
- Corporations: Personality is acquired upon issuance of a Certificate of Incorporation by the Securities and Exchange Commission (SEC), following compliance with the Revised Corporation Code.
- Partnerships: Personality arises upon formal execution and registration of a partnership agreement with the SEC, as per the Civil Code and the Revised Partnership Law.
- Associations: These are generally registered with the SEC, with personality conferred upon completion of registration requirements, particularly for non-profit purposes.
For juridical persons, personality is strictly limited to those rights, powers, and obligations that are conferred by law or the documents of incorporation.
Legal Capacity and Capacity to Act
Juridical persons have legal capacity from the moment of their constitution, allowing them to acquire rights and assume obligations. Their capacity to act, however, may be restricted by the specific limitations set in their charters or articles of incorporation.
Duration and Termination of Juridical Personality
The personality of a juridical person can be terminated or dissolved based on:
- The expiration of its term, if provided in its articles of incorporation.
- Voluntary dissolution, typically authorized by a majority or board resolution.
- Involuntary dissolution, often following a court order due to failure to meet statutory requirements, insolvency, or illegal conduct.
Upon dissolution, the juridical person undergoes a liquidation process where it ceases operations, settles its obligations, and distributes remaining assets to shareholders or members according to the Revised Corporation Code or applicable laws.

III. Doctrinal and Jurisprudential Principles

Concept of the "Unborn Child" in Civil Rights
The legal fiction of treating a fetus as a person for favorable purposes reflects the civil law doctrine "conceptus pro nato habetur." This principle has been upheld in various decisions by the Supreme Court, recognizing the unborn child’s provisional rights, contingent on live birth, in inheritance, support, and insurance laws.
Doctrine of Separate Juridical Personality
The doctrine of separate juridical personality is a cornerstone of corporate law, particularly for corporations. This means that a corporation’s assets and liabilities are distinct from those of its members or stockholders. Consequently, obligations of the corporation do not become personal liabilities of its owners, absent specific provisions for piercing the corporate veil due to fraud or abuse of the corporate form.
Piercing the Corporate Veil
Courts may disregard the separate personality of a corporation if it is used for fraudulent purposes, to defeat public convenience, or as a tool for wrongdoing. This doctrine is particularly relevant in cases where the corporate structure is manipulated to evade legal responsibilities or defraud creditors.

IV. Summary

In summary, the acquisition of juridical personality in Philippine law is a legal recognition of the capacity of both natural and juridical persons to acquire rights and assume obligations:

Natural Persons: Acquire personality at birth and lose it upon death, with conditional recognition for a fetus.
Juridical Persons: Acquire personality upon compliance with specific legal formalities, usually involving registration with the SEC or equivalent bodies.

The legal principles governing juridical personality are fundamental for understanding individual and corporate rights, obligations, and liabilities within the framework of Philippine civil law.