Who Counts as a Person in Law
Law recognizes two kinds of persons:
- Natural persons: human beings. Personality begins with live birth and ends with death.
- Legal persons: organizations the law treats as subjects in their own right — companies, associations, foundations, public bodies. A company can own property, sign contracts, sue and be sued, in its own name, separately from its members.
The two capacities — the distinction the whole lesson turns on:
- Legal capacity (capacidad jurídica): the ability to hold rights and duties. Every person has it, from a newborn (who can inherit) to a multinational.
- Capacity to act (capacidad de obrar): the ability to exercise those rights personally — to sign, sell, borrow. This one is graduated: full capacity arrives at the age of majority, 18; minors act through parents or guardians; courts can adapt capacity with support measures.
Key distinction: Holding rights is not the same as being able to exercise them.
A seven-year-old can own an apartment (legal capacity) but cannot sell it (capacity to act) — the guardian signs, sometimes with judicial authorization.
How legal persons are born: companies acquire personality by incorporation — public deed before a notary plus registration in the Commercial Registry. Before registration, those acting in the company's name answer personally.
Why it matters for business: personality draws the wall between the company's debts and the owners' wallets, decides who can validly sign, and marks the exact day a firm starts existing as someone — not something.
The two capacities
| Legal capacity | Capacity to act | |
|---|---|---|
| What it is | Holding rights and duties | Exercising them personally |
| Who has it | Every person, from birth | Graduated — full at 18 |
| Can it be limited? | No | Yes (minority, judicial measures) |
Common pitfall: "A minor can't own property." Wrong capacity: a newborn can inherit a house (legal capacity) — what they cannot do is sell it themselves (capacity to act). Representatives fill the gap, they don't replace the ownership.