Acquisition

Concept of Acquisition

Juridical capacity is the fitness to be the subject of legal relations; it is the ability to have rights and obligations attributed by law.

Acquisition of juridical capacity begins when the law recognizes a person as having civil personality. Before that legal recognition, there is no person in the juridical sense who can own property, succeed, sue, be sued, or be the bearer of obligations.

Juridical capacity is distinct from capacity to act. Juridical capacity concerns the capacity to have rights; capacity to act concerns the power to produce legal effects by one's own acts. A newborn child, an unemancipated minor, or a person under guardianship may have juridical capacity even when the law limits the person's capacity to act.

For natural persons, acquisition is tied to birth, subject to the Civil Code rule protecting a conceived child for favorable purposes. For juridical persons, acquisition depends on the law, charter, registration, or other legally recognized act that creates or acknowledges their separate personality.

Natural Persons

A natural person acquires civil personality at birth. Birth determines personality because it marks the moment when the human being becomes a separate subject of law.

From birth, the child has juridical capacity independently of age, health, legitimacy, nationality, wealth, or mental condition. The child's rights may have to be exercised through parents, guardians, or representatives, but representation affects capacity to act, not the existence of juridical capacity.

Juridical capacity in natural persons is inherent and general. It is not granted by contract, family recognition, civil registry entry, baptism, or social status. These matters may prove identity, filiation, citizenship, or civil status, but they do not create civil personality.

The acquisition of juridical capacity makes the child capable of being a subject of patrimonial and personal rights. The child may inherit, receive donations where the law allows, be protected in personality rights, and be the beneficiary of obligations or legal relations, although legal acts on the child's behalf must be performed through persons authorized by law.

Conceived Child

A conceived child is treated by law as born for all purposes favorable to it, provided it is later born under the conditions required by the Civil Code. This rule protects expectant rights without treating conception as an unconditional and complete acquisition of civil personality.

The protection is favorable in character. It may preserve successional rights, donations, indemnities, support-related interests, or other benefits that would belong to the child if born with personality. It does not impose unfavorable obligations on the conceived child as though it were already fully born.

The favorable legal fiction is conditional. If the child is never born with the legally required conditions, the provisional benefits dependent on personality fail, because the law's consideration of the conceived child as born did not become effective.

For civil personality, a fetus with an intrauterine life of at least seven months is considered born if alive at the time it is completely delivered from the mother's womb. If the fetus had an intrauterine life of less than seven months, it is not deemed born unless it lives for at least twenty-four hours after complete delivery.

Complete delivery is material because the law connects birth with separation from the mother. The brief survival rule for a fetus of less than seven months supplies an additional assurance of independent life before civil personality is recognized.

Juridical Persons

A juridical person acquires juridical capacity when the law gives it a personality separate from the individuals or entities composing it. Its existence is legal, not biological; therefore, its personality begins only in the manner and at the time fixed by law.

The Civil Code recognizes, under Article 44, the principal classes of juridical persons: the State and its political subdivisions; other corporations, institutions, and entities for public interest or purpose created by law; and corporations, partnerships, and associations for private interest or purpose to which the law grants juridical personality.

Public juridical persons acquire personality from the Constitution, statute, charter, or other public law that creates or recognizes them. Their capacity is measured by public purpose, governmental powers, and the law defining their functions.

Private juridical persons acquire personality only when the applicable law recognizes their separate existence. A corporation ordinarily acquires juridical personality upon incorporation in the manner required by corporation law. A partnership acquires a personality separate from the partners under the rules on partnership. Other associations acquire personality only if a law grants or recognizes it.

Agreement alone does not necessarily create a juridical person. Persons may bind themselves contractually without creating a separate legal personality distinct from the members, as in arrangements that remain mere co-ownerships, unregistered associations without statutory personality, or sole proprietorships operated under a trade name.

Once juridical personality is acquired, the entity becomes a subject of law separate from its members, stockholders, officers, trustees, partners, or organizers. It may own property, incur obligations, sue and be sued, enter contracts within its powers, and continue despite changes in membership, subject to the law governing its existence.

The capacity of a juridical person is special and limited by its nature, purpose, charter, articles, by-laws, and governing law. It cannot possess rights inseparable from human existence, such as family rights or physical status, but it may have patrimonial rights, procedural rights, property rights, contractual rights, and personality interests recognized by law.

Effect of Acquisition

Upon acquisition of juridical capacity, the person becomes capable of being a creditor, debtor, owner, heir, donee, contracting party, litigant, beneficiary, or holder of legal interests. The law may regulate the exercise of these rights, but the underlying capacity to be a subject of rights exists once civil personality exists.

Acquisition also makes the person capable of being bound by obligations in the manner allowed by law. A natural person with limited capacity to act may be bound through law, representation, quasi-delict, unjust enrichment, or other sources of obligations, subject to protective rules. A juridical person may be bound through its authorized organs, agents, representatives, or by operation of law.

For natural persons, juridical capacity is not lost by minority, insanity, civil interdiction, insolvency, imprisonment, or incapacity to give consent. These conditions may restrict acts, remedies, administration of property, or civil status, but they do not erase personality.

For juridical persons, capacity begins and ends according to the governing law. Dissolution, expiration of term, revocation of charter, cancellation of registration, merger, consolidation, or other legal events may affect existence, liquidation, succession of rights, and the power to continue juridical acts.

Acquisition must be separated from proof. A birth certificate, certificate of incorporation, partnership documents, charter, or registration record may evidence personality, but the operative source remains the law that attaches juridical effects to birth, incorporation, partnership, charter, or recognition.

Comparison

Doctrinal Relations

Juridical capacity is passive in the sense that it allows a person to be the holder of rights and obligations. Capacity to act is active in the sense that it allows a person to create, modify, transfer, or extinguish rights through voluntary acts with legal effect.

A person may have juridical capacity without full capacity to act, but no one can have capacity to act without juridical capacity. Legal acts presuppose a legal person capable of being attributed with their effects.

Personality is separate from patrimony. Acquisition of juridical capacity permits a person to have patrimonial relations, but the extent, administration, and disposition of patrimony depend on property law, family law, succession, obligations, agency, guardianship, corporation law, partnership law, and other governing rules.

Personality is also separate from civil status. Civil status identifies legal conditions such as filiation, marriage, age, citizenship, or legitimacy; juridical capacity answers the more basic question whether the law recognizes a subject capable of legal relations.

Separate juridical personality carries consequences for liability. As a rule, obligations of a juridical person are its own, not automatically those of its members or officers; obligations of members or officers are not automatically obligations of the juridical person. Exceptions depend on law, agency, authorization, solidary liability, tort principles, or doctrines that disregard separate personality when the law permits.

The acquisition of juridical capacity is therefore the entry point into private law. It determines when a subject exists for rights, obligations, property, succession, civil liability, representation, and procedure, while later doctrines determine how that subject may act and how its rights and liabilities are enforced.