The Principle of Separate Corporate Personality
Għ.S.L. Online Law Journal 2013
The Principle of Separate Corporate Personality
RUTH BONNICI
A commercial partnership has a legal personality distinct from that of its member or members, and such legal personality shall continue until the name of the commercial partnership is struck off1 the register.2
This separate juridical personality comes into being upon registration of a new company as one of the first legal effects of registration. The position as it had been under the Commercial Partnerships Ordinance has not changed as it too had explicitly stated that a commercial partnership ‘has a legal personality distinct from that of its members’.3 One should note that even before this was recognized so expressly in the law, juridical personality was a natural consequence of principles governing commercial partnerships as early as 1908.4 According to Lee the general notion of a corporation as a legal entity distinct from its members may have already been familiar to the lawyers of the classical age;5
Si quid universitati debetur, singulis non debetur; nee quod debet universitas singuli debent.6
A company’s separate personality gives rise to important effects. One of the attributes is that a company, as separate from its members, is capable of; owning its own property, having its own rights and being subject to its own obligations. These rights, obligations and property will vary from the rights, obligations and property of its members as what is enjoyed by the company is not necessarily enjoyed by its members and what is borne by the company is not necessarily borne by its members.7 This is elucidated by the fact that in an action instituted by the company against a third party for the payment of a debt due by the latter to the former, the third party may not plead in defence the set off of any amount which any shareholder owes to him.8 The assets and liabilities of a company are distinct from the assets and liabilities of the members
The Principle of Separate Corporate Personality
RUTH BONNICI
A commercial partnership has a legal personality distinct from that of its member or members, and such legal personality shall continue until the name of the commercial partnership is struck off1 the register.2
This separate juridical personality comes into being upon registration of a new company as one of the first legal effects of registration. The position as it had been under the Commercial Partnerships Ordinance has not changed as it too had explicitly stated that a commercial partnership ‘has a legal personality distinct from that of its members’.3 One should note that even before this was recognized so expressly in the law, juridical personality was a natural consequence of principles governing commercial partnerships as early as 1908.4 According to Lee the general notion of a corporation as a legal entity distinct from its members may have already been familiar to the lawyers of the classical age;5
Si quid universitati debetur, singulis non debetur; nee quod debet universitas singuli debent.6
A company’s separate personality gives rise to important effects. One of the attributes is that a company, as separate from its members, is capable of; owning its own property, having its own rights and being subject to its own obligations. These rights, obligations and property will vary from the rights, obligations and property of its members as what is enjoyed by the company is not necessarily enjoyed by its members and what is borne by the company is not necessarily borne by its members.7 This is elucidated by the fact that in an action instituted by the company against a third party for the payment of a debt due by the latter to the former, the third party may not plead in defence the set off of any amount which any shareholder owes to him.8 The assets and liabilities of a company are distinct from the assets and liabilities of the members