Juridical capacity

Sections 2, 4 and 18 of Republic Act (R.A.) No. 11232 | Juridical persons | Acquisition of personality | Juridical capacity | PERSONS

To provide a thorough and meticulous explanation on the specified topic, we’ll delve into the pertinent sections of Republic Act (R.A.) No. 11232, or the Revised Corporation Code of the Philippines, focusing on Sections 2, 4, and 18 under the context of Civil Law: specifically, juridical persons, their personality acquisition, and juridical capacity.


Overview of Juridical Capacity in Civil Law

In Civil Law, a juridical person refers to an entity (such as a corporation) that is given rights and responsibilities, which allows it to enter into transactions, enter contractual obligations, and even be held liable as a single entity, separate from its members. Juridical capacity is therefore the quality that grants the entity its legal personality.

The Revised Corporation Code, enacted by R.A. No. 11232, regulates the formation, powers, functions, and responsibilities of corporations, offering a comprehensive framework for the acquisition and regulation of juridical personality. Let’s examine each of the mentioned sections in detail:


Section 2: Corporation Defined

Under Section 2 of R.A. No. 11232:

  • A corporation is defined as an artificial being created by operation of law, having the right of succession, and the powers, attributes, and properties expressly authorized by law or incident to its existence.
  • This definition embodies the legal personality granted to corporations, distinguishing them as separate from the natural persons (e.g., incorporators, directors) who compose them.

Implications:

  • The legal fiction of a corporation allows it to act as a "person" within the law, which can acquire assets, incur liabilities, sue, and be sued independently of its shareholders.
  • Juridical persons are given a level of permanence through the “right of succession,” meaning that their existence does not depend on the lives of their members or directors; they continue to exist as long as legally permissible.

This fundamental section grants corporations their personality, enabling them to engage in legal acts as a juridical person.


Section 4: Corporate Term

Section 4 provides that corporations now have perpetual existence by default, unless the corporation’s articles of incorporation specifically state otherwise.

Key Points:

  1. Perpetual Existence - Unlike the previous corporate code, which limited corporate life to 50 years (with extensions), the Revised Corporation Code allows corporations to have indefinite duration.
  2. Option for Term Limitation - Corporations may still set a fixed term in their articles of incorporation. Once that term expires, the corporation may apply for renewal.
  3. Voluntary Dissolution - Even with perpetual existence, corporations can still dissolve voluntarily or through legal proceedings, allowing shareholders to liquidate the corporation’s assets under specified conditions.

Implications:

  • This reform enhances business stability and encourages long-term investment by allowing corporations to exist indefinitely.
  • It reduces the administrative burden on corporations that previously had to apply for extensions of corporate term, which required SEC approval and additional costs.

The adoption of a perpetual term thus strengthens the corporation's juridical personality, making it an entity that can indefinitely own property, enter into contracts, and manage liabilities.


Section 18: Minimum Capital Stock Not Required of Stock Corporations

Section 18 stipulates that stock corporations are no longer required to have a minimum capital stock, except as provided by special laws.

Key Points:

  1. Flexibility for Startups - This provision benefits new corporations, particularly small to medium enterprises (SMEs) and startups, which may lack substantial initial capital but still wish to incorporate.
  2. Initial Paid-up Capital Requirement - Despite the removal of a minimum capital stock requirement, incorporators must still comply with the requirement of at least 25% of the authorized capital stock being subscribed and at least 25% of the subscribed capital being paid upon incorporation.
  3. Special Law Exceptions - Certain industries, such as banking, insurance, and financing, have specific laws requiring minimum capitalization due to the nature of their operations, to safeguard public interest and financial stability.

Implications:

  • By removing the general minimum capital requirement, R.A. No. 11232 promotes entrepreneurship and corporate inclusivity by lowering financial barriers for incorporation.
  • Corporations are still obligated to act in good faith in relation to their capitalization, ensuring they maintain sufficient assets to fulfill potential liabilities.

Section 18 thus reinforces the Revised Corporation Code’s intention to make corporate formation accessible while still promoting accountability and solvency within Philippine commerce.


Summary of Sections 2, 4, and 18 of R.A. No. 11232

  1. Section 2: Defines a corporation as an artificial juridical entity with its own legal personality, capable of acting separately from its incorporators and directors.
  2. Section 4: Grants corporations the ability to exist perpetually unless stated otherwise, enhancing corporate stability and encouraging sustained business operations.
  3. Section 18: Removes the requirement for a minimum capital stock for most corporations, except where specific laws demand it, facilitating ease of incorporation, especially for smaller entities.

Each of these sections works collectively to support the core purpose of R.A. No. 11232: simplifying corporate processes, encouraging investment, and modernizing the corporate framework in the Philippines.


Practical Applications

For legal practitioners and business professionals:

  • Incorporation Strategy: When advising clients on forming a corporation, these sections provide flexibility in structuring corporate terms and capitalization, tailoring them to the business’s unique needs.
  • Corporate Governance: The perpetual existence provision and lack of minimum capital requirements necessitate prudent governance to ensure a corporation’s longevity and financial soundness, even if it lacks a predetermined capital threshold.
  • Regulatory Compliance: Understanding when minimum capital requirements apply (e.g., specific industries) is essential to ensuring compliance with sector-specific financial regulations.

These provisions in the Revised Corporation Code underscore a more accessible, resilient corporate environment while maintaining the juridical capacity and integrity of corporations in the Philippines.

Juridical persons | Acquisition of personality | Juridical capacity | PERSONS

CIVIL LAW > II. PERSONS > A. Juridical Capacity > 1. Acquisition of Personality > b. Juridical Persons

In Philippine law, a juridical person refers to an entity recognized by law as having legal rights and obligations, distinct from the individuals comprising it. This concept is essential in understanding how non-human entities like corporations, associations, and certain organizations can participate in legal relations independently. The framework governing juridical persons in Philippine civil law can be derived mainly from the Civil Code of the Philippines (Republic Act No. 386), specifically Book I, Title II, and various special laws and rules.

I. Definition and Characteristics of Juridical Persons

According to Article 44 of the Civil Code, juridical persons are entities other than human beings to which the law grants a separate legal personality. This separate personality allows them to hold assets, enter into contracts, sue and be sued, and perform acts in their name. The recognition of juridical persons is based on the legal principle that such entities can exist independently of the individual members or shareholders.

The characteristics of a juridical person include:

  1. Separate Legal Personality - Juridical persons have a legal identity distinct from the individuals comprising them.
  2. Perpetual or Limited Existence - Some juridical persons, like corporations, may exist indefinitely or until dissolved, while others may have a predetermined lifespan.
  3. Capacity to Act - Juridical persons can enter into contracts, own property, incur obligations, and exercise rights as provided by law.
  4. Limited Liability - For certain juridical persons, particularly corporations, liability may be limited to the assets of the juridical person itself rather than extending to the personal assets of its members.

II. Types of Juridical Persons

The Civil Code (Article 44) recognizes two primary types of juridical persons in Philippine law:

  1. The State and Its Political Subdivisions - This category includes the national government, local government units (LGUs), and other entities created by law, which serve public purposes and are vested with public powers.

  2. Corporations, Associations, and Institutions for Private Interest or Purpose - This broad category includes private corporations, partnerships, foundations, and non-profit organizations. The existence, powers, and obligations of these entities are often governed by both the Civil Code and specific laws, such as the Corporation Code, Revised Corporation Code, and other related regulations.

III. Requirements for Acquisition of Juridical Personality

The acquisition of juridical personality involves compliance with several requirements, including the following:

  1. Legal Authorization - Juridical personality is not inherent and must be explicitly granted by law or through compliance with legal requirements. For example:

    • Corporations acquire personality through registration with the Securities and Exchange Commission (SEC), as provided by the Revised Corporation Code (Republic Act No. 11232).
    • Partnerships acquire juridical personality upon the execution of a partnership agreement, provided they do not exceed the capital threshold set by the Civil Code (otherwise, they must register with the SEC).
    • Associations and Non-Profit Organizations must also comply with relevant regulations to be granted juridical personality.
  2. Articles of Incorporation or Association - These foundational documents outline the entity's purpose, nature of activities, governance, powers, and scope. For corporations, the articles of incorporation and bylaws must be filed with the SEC. These documents help define the rights and obligations of the juridical person, providing the legal basis for its separate existence.

  3. Compliance with Governmental Requirements - After incorporation, juridical persons must comply with regulatory requirements such as annual reporting, tax registration, and other governmental regulations, depending on their type and purpose.

IV. Rights and Obligations of Juridical Persons

Once juridical personality is acquired, juridical persons are endowed with specific rights and obligations similar to those of natural persons, including:

  1. Capacity to Act - Juridical persons can enter into contracts, acquire property, incur obligations, and engage in various legal acts within the scope of their purpose as stated in their incorporation documents.

  2. Right to Own Property - Juridical persons can own and manage property, provided it serves their lawful purpose. Corporate property is separate from that of individual members or shareholders.

  3. Right to Sue and Be Sued - They have standing to initiate legal action and are likewise subject to litigation. Legal actions against juridical persons are generally limited to their assets, except in cases of liability exceptions, such as fraud or where the corporate veil is pierced.

  4. Limitations on Rights and Obligations - The powers of juridical persons are limited by their purpose as stated in their constitutive documents, any laws governing them, and their nature. For instance, non-profit organizations are typically restricted from engaging in profit-making activities, except as incidental to their purpose.

V. The Doctrine of Piercing the Corporate Veil

An essential concept in Philippine law is the doctrine of piercing the corporate veil, which allows courts to hold shareholders, members, or officers personally liable in cases where the juridical personality of an entity is used to perpetuate fraud, circumvent the law, or evade contractual obligations. This doctrine is applied sparingly and only when there is clear evidence that the separate personality of the juridical person is being abused.

VI. Dissolution and Termination of Juridical Personality

The termination of a juridical person’s legal existence can occur through:

  1. Voluntary Dissolution - A juridical person, such as a corporation, may voluntarily dissolve by the decision of its members or shareholders and the approval of regulatory bodies, following legal procedures.
  2. Involuntary Dissolution - The SEC may initiate dissolution if a corporation fails to comply with reporting obligations or is found to have violated laws.
  3. Expiration of Term - Some entities are formed with a limited duration, and their juridical personality ceases upon the expiration of this term unless renewed.
  4. Liquidation - After dissolution, the entity must liquidate its assets, settle liabilities, and distribute remaining assets to the members or shareholders as allowed by law.

VII. Juridical Persons in Relation to Public Policy and Welfare

Juridical persons are expected to operate within the bounds of public policy, and their activities must align with the general welfare. This is particularly true for entities serving public interests or receiving tax benefits, as these benefits imply a certain obligation to the public.

Conclusion

In Philippine civil law, juridical persons are essential actors that facilitate both public and private interests. The recognition and governance of juridical persons ensure that entities can perform various economic, social, and governmental functions while being accountable under the law. The framework provided by the Civil Code, the Revised Corporation Code, and other statutes establishes juridical persons’ role, rights, obligations, and limitations, ultimately supporting the orderly conduct of both public and private affairs within the Philippines.

Natural persons | Acquisition of personality | Juridical capacity | PERSONS

Civil Law > II. Persons > A. Juridical Capacity > 1. Acquisition of Personality > a. Natural Persons

Overview: The concept of personality, as understood in Philippine civil law, refers to the legal capacity of an individual to acquire rights and to assume obligations. This capacity originates from the time of birth, creating a legal status or “juridical capacity” for natural persons that allows them to be recognized as subjects under the law. Here’s a detailed breakdown of the acquisition of personality for natural persons under Philippine civil law:


1. Legal Framework and Relevant Provisions

The acquisition of personality for natural persons is primarily governed by the Civil Code of the Philippines, particularly under the following articles:

  • Article 37 - Establishes that “Juridical capacity, which is the fitness to be the subject of legal relations, is inherent in every natural person and is lost only through death.”
  • Article 40 - Provides that birth determines personality; however, a conceived child (nasciturus) acquires provisional personality.
  • Article 41 - Outlines the conditions under which a conceived child is considered born for civil purposes, establishing viability as a requirement.
  • Article 42 - Stipulates that civil personality is extinguished upon death.
  • Article 43 - Addresses exceptions in cases of simultaneous death (commorientes), especially relevant for succession purposes.

These articles collectively underscore that personality for natural persons is acquired at birth and is lost upon death, with specific rules for cases involving unborn children and situations where simultaneous death may complicate inheritance rights.


2. Acquisition of Civil Personality: Birth as the Legal Event

  • Personality at Birth: In Philippine law, a natural person acquires personality at the moment of live birth. This means that from the time a child is born alive, they are considered a person with rights, obligations, and legal status.

  • Viability Requirement: Article 41 specifies that the child must be born in a state of viability, meaning the child must be capable of sustaining life outside the womb, either with or without medical intervention. This is essential because a non-viable birth (e.g., a miscarriage or stillbirth) does not confer civil personality on the child.


3. Special Rule on Unborn Children (Nasciturus Doctrine)

  • Concept of the Nasciturus: The term nasciturus refers to a conceived but unborn child. Under the Civil Code, a child already conceived is entitled to certain provisional rights, particularly in inheritance and succession, provided they are born alive.

  • Provisional Personality of a Conceived Child:

    • Article 40 provides that an unborn child acquires provisional personality, meaning the law recognizes the unborn child as having potential legal status conditioned on birth.
    • The unborn child may inherit property or be entitled to support under certain conditions, subject to being born alive.
    • This provisional personality is a unique doctrine allowing a conceived child to hold rights, even if not yet physically separate from the mother, ensuring potential legal protection.
  • Conditional Nature of Rights: The rights of an unborn child under Philippine law are conditional on live birth. Should the child be born dead, the provisional personality and any accrued rights are retroactively nullified.


4. Rights and Capacities of a Natural Person Post-Birth

Once civil personality is acquired at birth, a person is entitled to a range of legal rights and responsibilities. These include:

  • Right to Own Property: From birth, a person is capable of holding property, either through inheritance, donation, or other lawful means.

  • Right to Legal Representation: Minors and other persons with limited capacity are entitled to have legal representatives (e.g., parents or guardians) manage their legal affairs.

  • Capacity to Sue and Be Sued: Natural persons, once they acquire civil personality, are capable of participating in legal proceedings either as plaintiffs or defendants.


5. Extinction of Civil Personality at Death

  • Legal Effect of Death: According to Article 42, a natural person’s civil personality is extinguished upon death. This means that all legal rights and obligations attached to the person terminate unless specifically provided otherwise by law (e.g., rights that pass on through succession).

  • Exception – Simultaneous Death (Commorientes):

    • In situations where two or more persons (e.g., heirs and a decedent) die in circumstances that make it impossible to determine the sequence of their deaths, Article 43 establishes a presumption relevant to inheritance.
    • Under the rule of commorientes, when the order of death is uncertain, they are deemed to have died at the same time, and no rights of inheritance are transmitted between them.

6. Specific Applications in Philippine Law

  • Inheritance Rights: The nasciturus doctrine is most commonly applied in matters of inheritance. For example, a child conceived at the time of a decedent’s death may inherit if born alive, safeguarding the potential inheritance rights of the unborn child.

  • Support Obligations: Support may also be granted to an unborn child under certain circumstances, especially where a legal presumption of paternity exists or where the unborn child is a presumptive heir.

  • Parental Authority: The acquisition of personality at birth makes a child a direct subject of parental authority, entitling them to care, support, and custody under Philippine family law.


7. Summary

The acquisition of personality in Philippine civil law is a foundational concept that:

  • Establishes birth as the legal event for acquiring full civil personality, conditional on viability.
  • Recognizes provisional rights for unborn children, safeguarding inheritance and support rights.
  • Terminates civil personality at death, with specific rules for simultaneous death scenarios.

This legal framework ensures that the rights of natural persons are recognized from birth and provides for specific protections for conceived children, balancing the needs of succession, inheritance, and family law.

Acquisition of personality | Juridical capacity | PERSONS

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

  1. 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.

  2. 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.
  3. 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.

  4. 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.

  5. 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

  1. 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.

  2. 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.
  3. 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.

  4. 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.

  5. 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

  1. 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.

  2. 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.

  3. 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.

Juridical capacity | PERSONS

In Philippine civil law, particularly under the Civil Code of the Philippines, the topic of juridical capacity and its related concepts are critical to understanding legal personhood and the capacity to act in a legal sense. Here’s an in-depth exploration of the essential aspects of juridical capacity within the context of civil law.


Juridical Capacity

1. Definition and Nature of Juridical Capacity:

  • Juridical Capacity refers to the inherent capacity of an individual or entity to have rights and obligations. In essence, it is the ability of a person to be the subject of legal relations.
  • This capacity exists in every human being and is a fundamental right that allows individuals to hold rights and be bound by obligations from birth until death.
  • Juridical capacity is distinct from the capacity to act; while juridical capacity is innate and universal, the capacity to act is conditional and may be limited by factors such as age, mental condition, or legal restrictions.

2. Distinction from Capacity to Act:

  • Capacity to Act is the power to engage in acts that produce legal effects, such as contracting, litigating, or entering into various legal relations. This capacity can be limited due to age, mental health, or specific legal incapacities.
  • Juridical Capacity is inherently retained by individuals regardless of limitations, while the capacity to act can vary based on a person's condition or legal constraints.
  • For instance, a minor has juridical capacity but limited capacity to act; they may possess rights (e.g., rights to inheritance) but may not independently exercise these rights through contracts or legal proceedings.

3. Commencement and Termination of Juridical Capacity:

  • Under Philippine law, juridical capacity begins from birth. Once a child is born, they are endowed with the capability to have rights and obligations.
  • Article 40 of the Civil Code states that birth determines personality, but the fetus is deemed to have been born for all purposes favorable to it, provided it is born alive.
  • Juridical capacity terminates upon death, ending the person’s legal status and extinguishing personal rights and obligations, except for certain transmissible rights (such as inheritance).

4. Juridical Capacity and Persons with Disabilities:

  • Juridical capacity is not affected by disabilities. Persons with disabilities retain their juridical capacity to hold rights, though their capacity to act may be restricted.
  • For instance, individuals with mental disabilities may have limitations in capacity to act, often requiring representation or guardianship to engage in certain legal acts.

Limitations on Juridical Capacity

1. Civil Interdiction:

  • Civil interdiction is a legal measure imposed as a penalty that restricts certain civil rights of an individual, particularly the rights of parental authority, guardianship, and similar capacities to act in specific roles.
  • While civil interdiction limits certain powers, it does not eliminate juridical capacity entirely, as the person retains their basic status as a subject of rights and obligations.

2. Minority:

  • Minors (individuals below the age of 18) have juridical capacity but a limited capacity to act. Consequently, contracts and legal acts performed by minors are generally voidable, with exceptions under certain conditions (e.g., contracts for necessities).
  • Guardianship or parental consent is typically required for minors to enter into contracts or perform legal acts with binding effects.

3. Mental Incapacity and Other Legal Disabilities:

  • Persons declared mentally incapacitated through judicial proceedings have a restricted capacity to act but retain their juridical capacity.
  • Legal representation through guardians or curators is appointed to protect the interests of such individuals, as they cannot independently manage their legal affairs.

4. Absence or Presumed Death:

  • When a person is declared absent or presumed dead, certain rights and obligations are managed through a legal representative. This status does not extinguish juridical capacity, but it does transfer control of the absent person’s legal interests to a representative until the person reappears or is confirmed dead.

Juridical Capacity of Entities

1. Juridical Persons:

  • Philippine law recognizes entities, such as corporations, partnerships, and associations, as juridical persons. These are collective entities with separate juridical capacity, enabling them to hold rights and obligations apart from individual members.
  • Corporate Juridical Capacity: Corporations have the legal ability to own property, sue or be sued, and enter contracts. Their capacity is generally defined by the Corporation Code of the Philippines and other pertinent laws, which outline the rights, limitations, and responsibilities.
  • Legal Personality of Partnerships: Partnerships also have a distinct juridical capacity from their individual partners, allowing them to engage in legal relations as a unit. Partners bear liability under the conditions specified by law, which may vary between general and limited partnerships.

2. Non-Profit Organizations and Associations:

  • Non-profit organizations and other associations can acquire juridical capacity by registering with the appropriate government agencies. Once recognized, they can act as juridical persons, holding property and engaging in contracts.
  • Associations without proper registration may be limited in their capacity to act or own property but still retain some capacity to act within specific legal confines.

Legal Protection of Juridical Capacity

1. Rights of Personality:

  • The Civil Code protects various aspects of juridical capacity, particularly rights of personality, which include the right to physical integrity, privacy, and honor.
  • These rights are protected regardless of age, disability, or other limitations on capacity to act, underscoring the universal nature of juridical capacity.

2. Remedies and Representation:

  • Philippine law provides remedies and legal avenues to uphold and enforce the rights stemming from juridical capacity. For example, guardianship proceedings, conservatorship, and the appointment of representatives are mechanisms that ensure individuals with limited capacity to act are properly protected and represented in legal matters.
  • Guardianship laws govern the appointment of representatives for minors, incapacitated individuals, and others who require assistance to exercise their legal rights and fulfill obligations.

3. Succession Rights and Juridical Capacity:

  • Succession rights acknowledge the juridical capacity of individuals to transfer property and obligations upon death.
  • Unborn children, provided they are born alive, are granted juridical capacity to inherit, demonstrating how Philippine law safeguards rights at all stages of life in relation to juridical capacity.

Conclusion

Juridical capacity is foundational to Philippine civil law, establishing a person's ability to hold rights and duties independent of their capacity to act. From the commencement of life until death, juridical capacity ensures that every individual is a subject of legal relations, with protections and limitations tailored to specific circumstances. Whether in the context of individuals or juridical persons like corporations and partnerships, juridical capacity serves as a pillar for all legal interactions, safeguarding rights and facilitating the structure of legal obligations in society.