legal person

So what is a legal person? A legal person is an individual, incorporated entity or unincorporated legal entity recognised by law which has its own separate legal identity.

For instance, legal persons include:

1. individuals;
2. committee of an unincorporated association;
3. private and public companies;
4. partnerships;
5. limited liability partnerships;
6. limited partnerships.

The use of the term “legal person” takes into account the variant forms of separate legal entities.

Forms of Legal Person

The different forms of legal person each have their own qualities and characteristics. The legal status and qualities of incorporated legal persons are governed by statute, and include:

1. Companies: Companies Act 2006 and related legislation:
   1. may be limited by shares or by guarantee;
   2. may be an unlimited company (and have unlimited liability);
   3. liability of shareholders is limited to the sum which remains unpaid on their shares;
   4. liability of a company limited by guarantee is limited to the sum of the guarantee (which may be £1.00);
   5. all companies have officers, most commonly directors. Private companies do not require a company secretary;
   6. companies limited by shares:
      1. have members aka shareholders;
      2. must have a statement of capital and initial shareholders;
   7. are incorporated by registration;
   8. the registered office must be in England, Scotland, Wales or Northern Ireland.

2. Partnerships: Partnership Act 1890:
   1. subsists between persons carrying on a business in common with a view of profit;
   2. the persons who enter into a partnership are collectively referred to as “a firm”;
   3. the name under which the partnership trades is known as the “firm name”;
   4. each partner has the power to bind every other partner of the partnership;
   5. each partner is jointly and severally liable with every other partner for the debts of the partnership.

3. Limited Liability Partnership: Limited Liability Partnership Act 2000:
   1. a body corporate which has separate legal personality to that of its members;
   2. must have two or more members (ie partners, who are owners);
   3. the members are liable to contribute to the liability of LLP in a winding up as is designated by the Limited Liability Partnership Act;
   4. the law of partnerships does not apply;
   5. the relationship between the members inter se or between the members and the limited liability partnership is governed by a partnership agreement;
   6. each member is an agent for the LLP.