Commentary on Section 15 of the Civil Code: Legal personality and legal capacity as prerequisites for the capacity to have and acquire rights and obligations Commentary on Section 15 of the Civil Code : Legal personality and legal capacity as prerequisites for the capacity to have and acquire rights and obligations
Abstract
The purpose of this paper is to comment on Section 15 of the Civil Code and explain the notions of legal personality and legal capacity and the mutual relationship between the two notions. Legal personality is expressed primarily in the general capacity of a person to acquire such rights as the person him/herself wants to acquire, and in the possibility to pursue legally permitted interests.
Legal capacity means the capacity to acquire rights and assume duties by making legal (juridical) acts. The performance of one's own legal acts must be based on imputability of one's own reason and will.
An answer to the question of whether a natural person has its own reason and will can be provided based on our perception. However, a juristic person is not perceptible by senses and, therefore, its own reason and will are mere theoretical concepts based on the applicable laws.
The author concludes that a juristic person can never have its own reason and will because it is always imputed the reason and will of its representatives - natural persons. This is why the reason and will of a juristic person are always someone else's reason and will, and therefore, a juristic person cannot have a legal capacity in the true sense of the word - it can only be deemed to have a legal capacity.