The Corporate Legal Person

Journal of Corporate Law Studies, January 2018

36 Pages Posted: 29 Dec 2018

See all articles by Susan Watson

Susan Watson

University of Auckland Faculty of Law

Date Written: January 12, 2018


The argument set out in this article is that the modern company is a creature of the state, with corporate legal personality derived from the state through the process of incorporation. Once incorporation takes place a legal person is created. Status as a legal person is different to the type of sociological personality that a group of individuals may develop organically that is recognised by the law. Also status as a legal person means corporate legal personality is more significant than just a shortcut mechanism to describe a collective of individuals or a set of characteristics. It is argued that the modern company is a nexus for contracts; a legal entity that is a legal person that derives its legal personality from the state. Far from being a “convenient heuristic formula”, corporate legal personality attaching to the nexus or entity separate from shareholders and all other corporate participants is the defining characteristic of the modern company.

Keywords: corporate law; corporate governance; legal personality

Suggested Citation

Watson, Susan Mary, The Corporate Legal Person (January 12, 2018). Journal of Corporate Law Studies, January 2018 . Available at SSRN:

Susan Mary Watson (Contact Author)

University of Auckland Faculty of Law ( email )

Private Bag 92019
Auckland Mail Centre
Auckland, 1142
New Zealand

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