5. Corporate personality

A Company ◽

This chapter deals with the legal personality of a company which is separate from its members, capable of owning property, entering into contracts and being a party to legal proceedings. It considers the case Salomon v A Salomon and Co Ltd [1897] AC 22, in which the House of Lords affirmed separate corporate personality by rejecting attempts, on behalf of creditors, to impose liability for a failed company’s debts on its controlling shareholder. The consequences of separate corporate personality are also discussed, particularly with respect to a company’s human rights (or personal rights). In addition, the chapter examines the process known as ‘piercing the corporate veil’ in relation to the evasion principle; how an artificial entity can have legal personality; and a number of particularly significant court cases. Finally, it looks at corporate law theory and considers whether companies are grammatically singular or plural.

5. Corporate personality

Mayson, French & Ryan on Company Law ◽

10.1093/he/9780198797234.003.0005 ◽

2017 ◽

Author(s):

Derek French

Keyword(s):

Human Rights ◽

Court Cases ◽

Controlling Shareholder ◽

Legal Personality ◽

Legal Proceedings ◽

Personal Rights ◽

House Of Lords ◽

A Company ◽

This chapter deals with the legal personality of a company which is separate from its members, capable of owning property, entering into contracts and being a party to legal proceedings. It considers the case Salomon v A Salomon and Co Ltd [1897] AC 22, in which the House of Lords affirmed separate corporate personality by rejecting attempts, on behalf of creditors, to impose liability for a failed company’s debts on its controlling shareholder. The consequences of separate corporate personality are also discussed, particularly with respect to a company’s human rights (or personal rights). In addition, the chapter examines the process known as ‘piercing the corporate veil’ in relation to the evasion principle; how an artificial entity can have legal personality; and a number of particularly significant court cases. Finally, it looks at corporate law theory and considers whether companies are grammatically singular or plural.

5. Corporate personality

10.1093/he/9780198778301.003.0005 ◽

2016 ◽

Author(s):

Derek French ◽

Stephen W. Mayson ◽

Christopher L. Ryan

Keyword(s):

Human Rights ◽

Corporate Law ◽

Court Cases ◽

Controlling Shareholder ◽

Legal Personality ◽

Legal Proceedings ◽

Personal Rights ◽

A Company ◽

This chapter deals with the legal personality of a company which is separate from its members, capable of owning property, entering into contracts, and being a party to legal proceedings. It considers the case Salomon v A Salomon and Co Ltd [1897] AC 22, in which the courts affirmed separate corporate personality by rejecting attempts, on behalf of creditors, to impose liability for a failed company’s debts on its controlling shareholder. The consequences of separate corporate personality are also discussed, particularly with respect to a company’s human rights (or personal rights). In addition, the chapter examines the process known as ‘piercing the corporate veil’ in relation to the evasion principle; how an artificial entity can have legal personality; and a number of particularly significant court cases. Finally, it looks at corporate law theory and the issue of company linguistics.

5. Corporate personality

10.1093/he/9780198815105.003.0005 ◽

2018 ◽

Author(s):

Derek French

Keyword(s):

Corporate Law ◽

Court Cases ◽

Controlling Shareholder ◽

Legal Personality ◽

Legal Proceedings ◽

Personal Rights ◽

House Of Lords ◽

A Company ◽

This chapter deals with the legal personality of a company which is separate from its members, capable of owning property, entering into contracts and being a party to legal proceedings. It considers the case Salomon v A Salomon and Co Ltd [1897] AC 22, in which the House of Lords affirmed separate corporate personality by rejecting attempts, on behalf of creditors, to impose liability for a failed company’s debts on its controlling shareholder. The consequences of separate corporate personality are also discussed, particularly with respect to a company’s human rights (or personal rights). In addition, the chapter examines the process known as ‘piercing the corporate veil’ in relation to the evasion principle; how an artificial entity can have legal personality; and a number of particularly significant court cases. Finally, it looks at corporate law theory and considers whether companies are grammatically singular or plural.

Corporate Personality

10.1093/oso/9780198858874.003.0002 ◽

2021 ◽

pp. 37-47

Author(s):

Eva Micheler

Keyword(s):

Third Parties ◽

Company Law ◽

Organizational Boundaries ◽

Legal Personality ◽

Corporate Form ◽

Organizational Action ◽

To Come ◽

A Company ◽

This chapter discusses how separate legal personality can be explained as a solution developed by company law to address the problem that organizations are social rather than brute facts. For a company to come into existence, certain documents need to be registered. These contain information that facilitates the interaction between the company and third parties. Registration as a company then gives an organization a public legal manifestation. The Companies Act does not limit the corporate form to organizational action. The corporate form can therefore be used for other purposes and organizational boundaries do not align with legal personality. But this does not undermine the observation that company law is designed for the operation of organizations.

Piercing the corporate veil in various jurisdictions – Principled or unprincipled?

Corporate Board role duties and composition ◽

10.22495/cbv16i2art4 ◽

2020 ◽

Vol 16 (2) ◽

pp. 47-53

Author(s):

Badar Mohammed Almeajel Alanazi

Keyword(s):

Limited Liability ◽

Developed Countries ◽

Court Cases ◽

Legal Rules ◽

The Us ◽

The Subject ◽

The Uk ◽

A Company ◽

Fair Balance

The principle of limited liability of a company has been uniformly adopted by developed countries. In order to ensure a fair balance, the courts agree on occasion to ‘pierce’ or ‘lift’ the corporate veil, which involves imposing liability on the mother company for actions of its subsidiary or individual shareholders, directors, and other involved persons for actions of the company. In this regard, there have been several studies arguing the legal issues associated with the limited liability of a company and piercing the corporate veil such as Schall (2016) and Michoud (2019). This paper compares current veil-piercing practices in three jurisdictions: the UK, the US, and Australia in order to outline the advantages and limitations of the approaches taken by the courts in each country as well as to identify best practices in terms of veil piercing. For that purpose, an analytical approach to the examination of the relevant legal rules, principles, and court cases has been adopted in undertaking the present paper. The paper comes up with a number of specific suggestions and recommendations for improving the regulatory role in regard to the subject of piercing of the corporate veil.

European Court of Human Rights: Canea Catholic Church V. Greece

International Legal Materials ◽

10.1017/s0020782900018301 ◽

1998 ◽

Vol 37 (2) ◽

pp. 343-359

Keyword(s):

Human Rights ◽

Property Rights ◽

Catholic Church ◽

Legal Personality ◽

Legal Proceedings ◽

European Court ◽

The Church

[The highest Greek court ruled that the Greece Catholic Church (church) has no legal personality to bring legal proceedings to protect its property rights; the European Court of Human Rights (Court) concludes that such denial of access to a court violates the Convention and that the church has claimed reasonable damages resulting from its inability to bring proceedings concerning the rebuilding of a surrounding wall]

3. Corporate personality

10.1093/he/9780198848493.003.0003 ◽

2021 ◽

pp. 35-56

Author(s):

Brenda Hannigan

Keyword(s):

Fundamental Principle ◽

Company Law ◽

Legal Entity ◽

Legal Personality ◽

Corporate Groups ◽

House Of Lords ◽

Parent Companies ◽

Corporate Personality ◽

Do So

This chapter discusses the concept of corporate legal personality. This fundamental principle of company law—that the company on incorporation becomes a separate legal entity in its own right—was established by the House of Lords in Salomon v Salomon & Co Ltd. The Salomon principle and its consequences for individual companies and for groups of companies are considered. In limited circumstances, the court may disregard or pierce or lift the corporate veil and the narrow jurisdiction to do so is explained. The chapter also considers corporate groups in the light of Salomon, particularly with regard to the liability of parent companies for the actions of subsidiary companies.

Piercing the corporate veil: A critical analysis of section 20(9) of the South African Companies Act 71 of 2008

10.22495/cbsrv1i1art2 ◽

2020 ◽

Vol 1 (1) ◽

pp. 17-26 ◽

Cited By ~ 1

Author(s):

Siphethile Phiri

Keyword(s):

South African ◽

Critical Analysis ◽

Common Law ◽

The South ◽

Legal Personality ◽

Corporate Entity ◽

Specific Meaning ◽

A Company ◽

Personal Liability

When a company is incorporated it becomes a juristic entity with rights and obligations of its own and is distinct from its shareholders and directors. Hence, company liabilities are not those of its shareholders and directors. However, section 20(9) of the Companies Act 71 of 2008 grants the court the discretion to disregard the corporate veil where there is an unconscionable abuse of the juristic personality so as to impose personal liability upon directors or any other person involved in that transaction. However, the section fails to define what constitutes “unconscionable abuse” which is the key to the application of that provision. This research thus seeks to discover what constitutes unconscionable abuse of the juristic personality. Simply put, this research aims to identify the circumstances under which the corporate veil may be pierced. The results from this extensive inquiry are that the term ‘unconscionable abuse’ is a legislative derivate from the various terms used by the courts at common law to justify the disregarding of the separate legal personality of the corporate entity. Therefore, the inescapable conclusion reached is that just as those terms used at common law are confounding, so shall this rather legislative innovation remain to be confounding until a specific meaning is assigned to it by the parliament.

Humanitarianism, Human Rights and Biopolitics in the British Empire, 1890–1902

Britain and the World ◽

10.3366/brw.2016.0216 ◽

2016 ◽

Vol 9 (1) ◽

pp. 96-115 ◽

Cited By ~ 2

Author(s):

Anna Clark

Keyword(s):

South Africa ◽

Nineteenth Century ◽

Human Rights ◽

British Empire ◽

Concentration Camps ◽

Boer War ◽

Personal Rights

The 1890s were a key time for debates about imperial humanitarianism and human rights in India and South Africa. This article first argues that claims of humanitarianism can be understood as biopolitics when they involved the management and disciplining of populations. This article examines the historiography that analyses British efforts to contain the Bombay plague in 1897 and the Boer War concentration camps as forms of discipline extending control over colonized subjects. Secondly, human rights language could be used to oppose biopolitical management. While scholars have criticized liberal human rights language for its universalism, this article argues that nineteenth-century liberals did not believe that rights were universal; they had to be earned. It was radical activists who drew on notions of universal rights to oppose imperial intervention and criticize the camps in India and South Africa. These activists included two groups: the Personal Rights Association and the Humanitarian League; and the individuals Josephine Butler, Sol Plaatje, Narayan Meghaji Lokhande, and Bal Gandadhar Tilak. However, these critics also debated amongst themselves how far human rights should extend.