I. Introduction

Under Philippine law, a juridical person is an artificial being created by law, vested with personality separate and distinct from the natural persons who compose it. This legal construct allows organizations—such as corporations, partnerships, associations, foundations, and even the State and its subdivisions—to own property, enter into contracts, sue and be sued, and participate in economic and social life as if they were “persons” in the eyes of the law.

The Civil Code of the Philippines, the Revised Corporation Code, special laws (e.g., educational, religious, cooperative laws), and the Constitution together delineate the rights, powers, and limitations of juridical persons.

This article provides a comprehensive overview of those rights, with emphasis on their civil aspects, and explains where the law treats juridical persons like natural persons and where it draws the line.

II. Concept and Sources of Legal Personality

A. Definition and Nature

The Civil Code recognizes juridical persons as entities to which the law grants personality:

They are artificial or moral persons, created by legislative grant or under general laws (e.g., incorporation statutes).
They exist separate from their members or shareholders.
They have rights and obligations within the scope of their purposes and the law.

Typical examples:

Public juridical persons
- The State and its political subdivisions (provinces, cities, municipalities, barangays)
- Government-owned or -controlled corporations (GOCCs)
- Agencies or instrumentalities with separate personality created by charter
Private juridical persons
- Stock corporations
- Non-stock, non-profit corporations
- Partnerships (registered/partnerships with juridical personality)
- Cooperatives
- Religious corporations (corporation sole, religious societies)
- Foundations and certain associations recognized under special laws

B. Sources of Rights

The rights of juridical persons come mainly from:

Civil Code of the Philippines
- Provisions on juridical persons (definition, capacity, domicile, etc.)
- General rules on obligations and contracts, property, human relations, and damages
Revised Corporation Code (RCC)
- Grants corporate powers, rights, and incidental powers
- Governs relations with directors, officers, shareholders, and third persons
Constitution
- Bill of Rights (some rights are applicable to juridical persons)
- Nationalization and land ownership provisions affecting corporate rights
Special laws and regulations
- Cooperative Code, Banking Laws, Insurance Code, Intellectual Property Code, etc.
Jurisprudence
- Supreme Court decisions interpreting the rights and limitations of juridical entities

III. Legal Personality, Capacity, and Attributes

A. Acquisition of Juridical Personality

A juridical person generally acquires personality:

By special law or charter – for public corporations, GOCCs with charter.
By registration/incorporation – for corporations under the RCC.
By meeting legal requirements for partnerships – a partnership with a capital of ₱3,000 or more must be in a public instrument and registered with the SEC to bind third persons, though the partnership itself can exist by agreement.
By recognition under special statutes – e.g., cooperatives, religious corporations, foundations.

Before personality is acquired, those acting in its name may be personally liable (e.g., promoters acting before incorporation beyond what the law allows).

B. Separate Juridical Personality

The most fundamental attribute is separate juridical personality:

The juridical person is distinct from its members, incorporators, stockholders, partners, trustees, or officers.
Its rights, obligations, and liabilities are its own, not automatically those of its constituents.
Its property is not the property of its members; conversely, the personal creditors of members cannot claim corporate assets beyond what the law allows.

This separation is vital for:

Limited liability of shareholders
Clear allocation of rights and obligations
Stability and continuity of business and legal relations

C. Capacity to Act

Juridical persons have:

General legal capacity – the aptitude to be the subject of rights and obligations.
Capacity to act – the power to perform acts with legal effects, exercised through duly authorized representatives (directors, officers, managers, partners).

However, capacity is limited to:

Acts necessary or incidental to their purposes
Acts not prohibited by law, morals, good customs, public order, or public policy

Acts beyond powers may be ultra vires (see below under limitations).

IV. Civil Rights of Juridical Persons

A. Right to a Name

A juridical person has a name under which it:

Enters into contracts
Owns property
Sues and is sued

Protection of name includes:

Right to prevent others from using confusingly similar names
Possible remedies under unfair competition and intellectual property laws
Administrative regulation by the SEC and other agencies (e.g., disallowing similar or misleading corporate names)

B. Domicile

The Civil Code provides that juridical persons have a domicile, typically:

The place stated in their charter or articles of incorporation/partnership, or
The place where their principal office is located

Domicile matters for:

Service of summons
Determining venue of actions
Jurisdictional issues

C. Nationality

Juridical persons may have nationality, which becomes crucial where the Constitution or statutes reserve certain activities or properties to Filipino citizens or corporations with at least a specified Filipino ownership.

Incorporation Test – A corporation is generally considered a national of the country where it is incorporated.
Control Test / Grandfather Rule – For certain areas (land ownership, public utilities, mass media, exploitation of natural resources), the law and jurisprudence look beyond incorporation to ownership and control, requiring, for example, at least 60% Filipino ownership in “Philippine” corporations enjoying certain rights.

Nationality affects:

Right to own lands of the public domain (subject to constitutional restrictions)
Right to engage in nationalized or partly nationalized activities
Right to participate in certain public utilities, mass media, and advertising

D. Property and Patrimonial Rights

Juridical persons may:

Acquire, own, possess, enjoy, and dispose of property of all kinds, as allowed by law and their constitutive documents.
Hold both real and personal property, including intellectual property.
Mortgage, lease, or encumber property, subject to corporate approvals and legal limitations.

Constraints may include:

Constitutional restrictions on land ownership by foreign corporations
Special laws limiting acquisition or lease of certain types of property
Internal corporate governance rules (board and shareholder approvals)

E. Contractual Freedom

Subject to law and their purposes, juridical persons have full capacity to contract, including:

Enter into sales, leases, loans, service contracts, joint ventures, franchises, and other agreements
Act as creditor or debtor
Act as guarantor or surety (if permitted by law and corporate purposes)

Contracts must be:

Within the corporate or organizational purpose
Authorized by proper organs (board, partners, trustees)
In compliance with capacity rules (e.g., conflict of interest, self-dealing rules under the RCC)

F. Rights as Creditor and Debtor

Like natural persons, juridical persons may:

Demand performance of obligations
Receive payment and enforce security interests
Be liable for breach of contract, default, or negligence
Be subject to execution and foreclosure on their assets

They can also:

Compromise or settle claims
Assign credits
Participate in insolvency or rehabilitation proceedings

G. Successional and Donation Rights

As a matter of civil law:

Juridical persons can be beneficiaries of donations, legacies, and devises, within the terms of their purposes and the law (e.g., donations to charitable foundations, religious institutions, non-stock corporations).
They cannot make a will in the human sense, but they can dispose of property by contract, trusteeship, or dissolution processes.

The law may impose:

Restrictions on donations inter vivos or mortis causa (e.g., form, acceptance, capacity of donor, tax implications).
Requirements for foundations, charitable institutions, or religious organizations to validly receive and administer donated property.

V. Constitutional and Public-Law Rights

Although the Constitution primarily protects individuals, several of its guarantees extend to juridical persons.

A. Rights Typically Recognized for Juridical Persons

Right to Due Process of Law
- Corporations and other juridical persons are entitled to substantive and procedural due process.
- Government actions affecting their property, licenses, and rights must observe notice and hearing when required, and must not be arbitrary.
Equal Protection of the Laws
- Juridical entities are protected against unreasonable classifications or discriminatory regulation.
- However, distinctions based on nationality, industry, or regulatory considerations can be valid if they meet equal protection standards.
Right Against Unreasonable Searches and Seizures
- Corporations can invoke this right concerning their offices, papers, and effects.
- Warrants directed at corporate premises must meet constitutional requirements.
- Nonetheless, regulatory inspections in heavily regulated industries may have special rules.
Freedom of Expression and of the Press
- Media companies, publishers, religious organizations, and advocacy groups organized as juridical persons can assert free speech and press freedoms.
- Corporate speech (e.g., advertising, advocacy) enjoys protection, subject to restrictions (e.g., false advertising, campaign finance rules).
Right to Just Compensation in Expropriation
- When the State expropriates corporate property, the juridical person is entitled to just compensation.
Access to Courts and Remedies
- Juridical persons can petition courts, including through special civil actions (e.g., certiorari, prohibition, mandamus) to protect their rights.

B. Constitutional Rights Generally Not Applicable

Some rights are intrinsically personal and pertain only to natural persons, such as:

Right to life, bodily integrity, and liberty in the physical sense
Right to marry and found a family
Right against self-incrimination (traditionally treated as a personal privilege)
Certain aspects of privacy tied to intimate human dignity

Corporations cannot, for example, invoke a constitutional right to “marry” or to physical integrity, though they may invoke privacy and property-based protections to some extent.

VI. Rights in Obligations, Contracts, and Damages

A. Standing in Obligations and Contracts

Juridical persons:

May assume obligations through lawful representation (board resolutions, empowered officers).
Bear liability for breach of their contractual obligations and for their agents’ acts within scope of authority.

B. Rights to Damages

In civil actions, juridical persons may recover:

Actual or Compensatory Damages
- For proven pecuniary loss (e.g., lost profits, damaged property, business interruption).
Moral Damages (Limited)
- As a rule, moral damages are intended to compensate for physical suffering, mental anguish, and similar injury, which apply mainly to natural persons.
- However, jurisprudence recognizes that a corporation may recover moral damages in specific situations, notably defamation (libel or slander) and similar attacks on its good name and reputation.
Exemplary or Corrective Damages
- May be awarded to set an example or correction for public good, when allowed by law and justified by the circumstances.
Nominal, Temperate, and Liquidated Damages
- Nominal where a legal right is technically violated but no substantial loss is proven.
- Temperate when some pecuniary loss is suffered but its exact amount cannot be proven.
- Liquidated where stipulated in contracts, subject to judicial control if unconscionable.

C. Liability for Torts and Quasi-Delicts

Juridical persons are liable for quasi-delicts (torts) when:

Their employees, agents, or officers commit negligent acts within their assigned tasks, and
Such acts cause damage to another.

Victims may proceed against the juridical person directly, without prejudice to the latter’s own recourse against the negligent individuals.

VII. Human Relations and Personality Rights of Juridical Persons

The Civil Code provisions on human relations—fairness, good faith, abuse of rights—also apply to juridical persons.

They have:

A right to honor, reputation, and good will.
Protection against unfair competition, malicious prosecution, and unjust interference with business.
Protection against acts that are contrary to morals, good customs, or public policy that damage their legitimate interests.

Suited remedies include:

Actions for damages
Injunctions and other provisional remedies
Administrative or criminal complaints under special laws (e.g., defamation, unfair competition, IP violations)

VIII. Procedural and Litigation Rights

Juridical persons enjoy extensive procedural rights.

A. Right to Sue and Be Sued

A juridical person can appear as plaintiff or defendant in civil, administrative, and in some cases even quasi-criminal proceedings (e.g., as offended party).
Actions must be prosecuted or defended in its name, represented by authorized officers and counsel.

B. Representation and Service of Process

They act through duly authorized representatives—board of directors, managing partners, trustees, or officers.
Service of summons, notices, and orders is made in accordance with procedural rules (e.g., upon the president, managing partner, corporate secretary, or any officer designated by rules).

C. Access to Remedies

Juridical persons may:

Appeal adverse decisions
File special civil actions (certiorari, prohibition, mandamus)
Seek provisional remedies (preliminary injunction, attachment, receivership, replevin)
Participate in arbitration and alternative dispute resolution

D. Litigation Privileges and Limitations

Some entities (e.g., GOCCs) may have special rules on venue, representation, and government counsel.
Private corporations typically cannot sue in forma pauperis (as indigent litigant) except in rare, carefully justified cases (e.g., non-stock non-profit entities with demonstrated lack of means).

IX. Labor and Employment-Related Rights

While labor law mainly protects workers, juridical persons have corresponding rights as employers and organizations:

Management Prerogative
- Hire, transfer, discipline, and dismiss employees for lawful causes and through due process.
- Organize and arrange operations and business strategy, subject to labor standards and rights to security of tenure.
Property and Enterprise Rights
- Operate their business and use property in a manner consistent with law and regulation.
- Invoke protections against unlawful strikes, sabotage, or occupation of premises.
Rights of Juridical Labor Organizations
- Labor unions and federations—also juridical persons once registered—enjoy rights to self-organization, collective bargaining, and to act as exclusive bargaining representatives.

These rights are balanced by constitutional and statutory labor protections for workers.

X. Special Classes of Juridical Persons

A. Public Corporations and GOCCs

The State and its political subdivisions have inherent powers and enjoy state immunity, except when they consent to be sued or act in a proprietary capacity as provided by law.
GOCCs with original charters are often considered government instrumentalities; those created under the general corporation law are treated more like private corporations, subject to specific rules on audit, procurement, and liability.

Their rights may include:

Corporate powers similar to private corporations
Ability to enter into contracts, own property, and sue or be sued (when allowed)
Certain immunities or prerogatives as provided by law or jurisprudence

B. Non-Stock, Non-Profit Corporations and Foundations

Organized primarily for religious, charitable, educational, or similar purposes.
Enjoy capacity to receive donations and manage property dedicated to their purposes.
Often enjoy tax incentives or exemptions, subject to constitutional and statutory conditions.
Have rights to self-governance consistent with their bylaws and special laws.

C. Religious Corporations

Corporation sole – usually the head of a religious denomination, enabling continuity of ownership and administration of church property.
Religious societies and aggregate religious corporations – associations of individuals for religious purposes.

They enjoy:

Property rights
Internal autonomy in matters of faith and internal governance, subject to public order and general law
The right to acquire, hold, and dispose of property for religious purposes

XI. Limitations and Disabilities of Juridical Persons

Despite broad rights, juridical persons are subject to significant legal constraints.

A. Ultra Vires Acts

An ultra vires act is:

An act beyond or contrary to the corporation’s or entity’s powers as provided by law or its articles of incorporation/constitution.

Consequences can include:

Inability to enforce the act
Liability of officers who authorized clearly unlawful acts
Administrative or judicial sanctions

Modern corporate law tends to soften the ultra vires doctrine in favor of protecting innocent third parties and requiring internal remedies, but acts that are illegal or contrary to public policy remain void.

B. Statutory and Constitutional Restrictions

Nationality Restrictions
- Ownership of land and certain natural resources is reserved to Filipino citizens and to corporations with at least the required Filipino equity (often 60%).
- Operation of public utilities, mass media, advertising, and certain other industries is reserved or limited to Filipino ownership.
Duration of Existence
- Corporations traditionally had a fixed corporate term, though the RCC allows perpetual existence unless otherwise provided.
- Partnerships can be constituted for a fixed period or for a specific undertaking; dissolution triggers winding up.
Regulatory Compliance
- Corporations and other entities must comply with reporting requirements (SEC, CDA, BSP, etc.), taxes, licenses, environmental and labor regulations.
- Non-compliance can lead to penalties, suspension or revocation of licenses, or even dissolution.
Corporate Governance Constraints
- Directors, trustees, and officers must exercise duties of loyalty, diligence, and obedience to the corporation.
- Related-party transactions, self-dealing, and conflict of interest situations are regulated and may be voidable or subject to sanctions.

C. Piercing the Corporate Veil

Although a corporation is usually separate from its shareholders, courts may pierce the corporate veil and disregard separate personality when it is:

Used to defeat public convenience or justify wrong,
Used as a shield for fraud or illegality,
Used as an alter ego, conduit, or instrumentality of an individual or another corporation, with no real separate existence.

Effects:

Liability may be directly imposed on controlling individuals or entities.
Certain rights associated with corporate personality may be denied where separate personality is abused.

XII. Dissolution and Winding Up

The juridical person’s rights are not strictly “natural life-like”: they can be dissolved by:

Expiration of corporate term (if not perpetual)
Voluntary dissolution by a required vote and regulatory approval
Involuntary dissolution (e.g., by court order, failure to comply with laws, revocation of charter)

Upon dissolution:

The juridical person continues as a body corporate for a limited period solely to wind up affairs.
It may still sue and be sued, dispose of assets, settle obligations, and distribute remaining assets as provided by law and its constitutive documents.
After winding up, its personality is fully extinguished, subject to rules on continuing liability and pending suits.

XIII. Summary and Synthesis

In Philippine civil law, a juridical person stands as a legal subject with its own:

Personality – distinct from its members or constituents
Property rights – to own, manage, and dispose of assets
Contractual capacity – to enter into obligations and enforce them
Litigation rights – to sue, be sued, and avail of judicial and quasi-judicial remedies
Constitutional protections – particularly in due process, equal protection, property, certain aspects of free speech and protection from unreasonable searches

At the same time, it is:

Limited by the scope of its purposes,
Constrained by constitutional and statutory policies (especially on land ownership and nationalized industries),
Subject to regulatory supervision and the discipline of corporate governance, and
Vulnerable to piercing of the corporate veil when used as a tool for fraud, evasion, or injustice.

The law thus grants the juridical person a rich set of rights akin to those of natural persons—but carefully tailored to its artificial nature and the broader demands of public interest, economic regulation, and social justice.