Personality

A Critical Analysis of the Legal Personality Principle: Lifting the Veil of Incorporation

Abstract

The legal personality of a natural person commences at birth and terminates at death. A natural person is classified as a legal person endowed with rights and obligations, whereas an artificial person, an entity created by law, operates through human agency. The concept of legal personality is essential in delineating the rights and responsibilities of entities within the legal framework. This article is aimed to analyze the principle of legal personality, particularly focusing on the process of lifting the veil of incorporation. Employing a doctrinal research methodology, the study examined both primary and secondary legal sources, to explore the development and implications of legal personality for natural and artificial persons. The findings indicated that the Companies and Allied Matters Act (CAMA) 2020 and some other statutes, adequately covered instances wherein the corporate veil may be lifted, and the officers or members would be held liable for the acts of the company. However, the overarching principle remains that companies are distinct legal entities separate from their members, capable of suing and being sued, as established in the landmark case of Salomon v. Salomon. Despite the prevailing acceptance of this doctrine, it was crucial to recognize circumstances where lifting the corporate veil could be warranted, particularly in cases of fraud or misconduct. Therefore, the article recommended that courts maintain a proactive stance in evaluating situations where impropriety is evident, thereby ensuring accountability and justice within corporate conduct. This would not only uphold the integrity of the legal system but also reinforce public trust in corporate governance.

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