Revisiting the Meaning and Limitations of Corporations as "Legal Subjects"
Revisiting the meaning and limitations of corporations as 'legal subjects'. A philosophical deconstruction of the persona ficta concept.
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Table of Contents
Legal Literacy- In the early days of law school, we are introduced to a concept that forms the foundation of the entire modern business law structure: a legal entity orrechtspersoon. We learn it as an axiom, a truth that is taken for granted. The Limited Liability Company (Perseroan Terbatas/PT) is an independent legal subject, separate from its founders and shareholders. It can own assets, enter into agreements, sue, and be sued. This concept is our daily working tool, a tool that we use skillfully without often stopping to ask: "What exactly is this 'thing'?"
We are so accustomed to this legal fiction (persona ficta) that we forget that it is a fiction. A creation of extraordinary juridical imagination, which has shaped civilization, driven innovation, but also given rise to complex ethical and social challenges. Amidst the climate crisis, data privacy scandals, and economic inequalities influenced by the power of global corporations, the 21st century compels us to do more than just use this tool. We are called to dismantle it, examine the philosophical machinery within, and critically re-examine its meaning, purpose, and limitations. This essay is an attempt to deconstruct the concept ofrechtspersoon, an invitation to reflect on the assumptions that underpin it, in order to design a fairer and more responsible legal framework.
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