Extract
[...] Thus, Article 1124 of the Labour Code provides that in certain cases, notably in the event of a merger of companies, the employment contracts still in effect must remain so, but the employer will be, from now on, the new company. On the other hand, in French national law (Cass. Crim Oct n°16-8.366), criminal liability is not transferred to the new company at the time of the merger. Regardless, in the face of restructuring operations, we realize that the determination of responsibilities and/or obligations is made in relation to the legal personality of the companies. Once we know whether a company has lost or not its moral personality, the consequences will not be the same. [...]
[...] A pure legal creation between organizational reality and legal fiction By legal fiction, we understand here, technique consisting of denaturing legal reality, or even contradicting it, in order to make legal effects produce in a situation'7. In this, the moral personality is a legal fiction since a company is not a 'person' understood in the biological sense of the term. In fact, since it is not a human being, the law has detached itself from the tangible material reality. Furthermore, this fiction has indeed consequences. [...]
[...] Since then, we find this notion within the French Civil Code, at article 1832 which is among the general provisions relating to companies. This article underwent a modification in 1985 and an evolving application by the judges. In light of the current state of company law, what are the stakes of the moral personality of companies? It will be a matter of showing the link between companies and the notion of moral personality, but above all the importance of this link. To do this, we will see the practical and legal issues that arise from it. [...]
[...] « The corporate personality is a legal response to practical and legal needs1. This phrase is from a study written by Jean Paillusseau, lawyer and law professor. It alone demonstrates the causes and consequences of corporate personality. Here, the subject will focus on corporate personality within the framework of private law, and more specifically concerning companies. The company is an entity recognized by the legislator as distinguishing itself from physical persons. The National Institute of Statistics and Economic Studies (INSEE) defines it as 'an entity endowed with legal personality'2. [...]
[...] The concept of moral personality is important in law. It is a matter of 'considering an entity as a legal person'3. Therefore, rights and obligations are attributed to this entity, just like any physical person with legal personality. As a result, moral personality and legal personality, although they can be used as synonyms, still have a subtle difference. If legal personality has the effect of creating a 'legal life' for a person (moral or physical), moral personality, on the other hand, has the effect of allowing the distinction between the individuality of physical persons within an entity and the entity itself. [...]
