A natural person is legally defined as a living human being. This definition is intended to differentiate a natural person from a legal person, which is a group of people who act in a unified company, often commercial, but that the law considers that they act as a single virtual or fictitious person. Legal systems may assign rights and obligations to natural persons without their express consent. A natural person is a human being, while a legal person is not.
A natural person lives on Earth with blood and flesh like a human being, but a legal person is someone who is capable of performing their duties with some guaranteed rights. A legal entity is not real. Rights such as the right to vote in general elections and the right to marry are granted exclusively to natural persons and are not available to legal persons. A natural person can function on its own, but a legal person operates on behalf of one or more natural persons.
For Kelsen, both individuals and legal entities are subject to rights and obligations. In general, only human beings can be considered natural persons, since it is through their conduct that they can obtain rights and fulfill (or violate) obligations. Both individuals and legal entities have actions, which are understood as the legal obligations and subjective rights that make up this entity. The legal instruments most used in business are atypical commercial contracts, which brings us to the “legal entity”, the basic component of the legal rights and obligations of each contracting party.
Unlike these theories, the theory of legal action recognizes the legal entity, distinguishing between the person and the personality. In both cases, the purpose is the same and the act of recognizing the legal personality of one or the other has no other value than that of providing the natural persons involved with the most appropriate type of legal status. In other commercial laws (47), the term legal entity is used to refer to the fact that certain state-owned entities that regulate commercial operations have legal personality, although these laws do not specify what this means. The commercial classification of legal entities and corporations in the Commercial Code is the result of their legal status, as is the case with the Federal Labor Law, which classifies workers as individuals who provide personal services and are subordinate to another person (natural or legal) who pays them a salary.
This theory holds that the protection granted to the legal relationship between a material good and a person is the same as the protection provided to a legal relationship created between an asset and its purpose. In one of these criteria, federal circuit courts discuss the nature and legal personality of the legal entity, stating that “a company is a fictitious entity whose legal personality is expressed and exercised through its representatives; which is understandable given that its very nature requires the participation of individuals, managers or administrators who represent it and work on its behalf, since fictitious entities cannot work on their own. In the same way, it compares legally incapacitated individuals with legal entities, since both fictitious law subjects and individuals who suffer from capitis deminutio cannot, on their own, exercise their will within a legal relationship and, instead, require a representative to exercise the rights granted to them by law. In addition to identifying the owner of the rights and obligations, the status of a legal entity helps to ensure that the actions taken by the business entity have legal effect.
Hans Kelsen,13 mentions that, according to the theory of fiction, a “subject of law” is one who is the object of a legal obligation or a subjective right (the latter term is understood as the legal authority to demand the fulfillment of an obligation, although it is not a thing but rather a way of being). This legal construction refers to a particular factual situation in which the subject of law or an undetermined person is individualized as the holder of certain rights and certain obligations in a legal relationship. A natural person has legal personality only to the extent that they are the only recipient of these protected interests, which legal entities lack. Savigny defines the legal entity as an artificially created subject of ownery.37 and that this entity develops its capacity or legal personality solely through real estate ownership.
However, this free will refers to the activities of the legal person itself and is reflected in the legal relationships established or created as a result of those volitional acts from which subjective rights and obligations necessarily derive. .
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