Za kurtyną osobowości prawnej (o istocie „osoby prawniczej”)


  • Kondrad Osajda Wydział Prawa i Administracji Uniwersytetu Warszawskiego

Słowa kluczowe:

legal person, corporation, piercing (lifting) the corporate veil, holding


The aim of this paper is to prove that the evolution of the concept of legal personality is from subjectivity to instrumentality: whereas legal persons (particularly corporations) were initially regarded as independent subjects of law, nowadays they are more and more frequently regarded as only instruments in hands of others. To develop the above mentioned thesis, firstly the functions played by legal persons are dealt with. Due to huge diversity of known legal persons their functions are also well diversified. However, the most important among them are as follows: a vehicle to accumulate persons and capital as well as a way to limit natural risk and liability resulting from conducting business. Then, the features of legal persons are analysed. Finally, two examples of functional approach towards legal persons are exposed: the doctrine of piercing (lifting) the corporate veil and the notion of holding. It seems convincing in the light of the study that legal persons are considered rather as a sophisticated legal instrument currently. Their formal separate legal positions – they are independent subjects of law – only helps with accomplishment of their functions. This thesis encourages to put a further still open question if similar evolution, from subjectivity towards functionality (instrumentality) concerns as well natural persons (human beings)?