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Monday 29 November 2021
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Viva voce examinations of PhD Thesis

The corporate personality overstepping (24-juin-08)

12/06/2008 14:29 Age: 13 an(s)
Category: Marc Cottini, Private Law PhD, CRDP-LERADP

By: Hélène Paerels

This Private Law PhD thesis was realised inside the LERADP and supervised by Françoise Dekeuwer-Défossez

As the corporate personnality is a recognized concept in French law and as it’s acknowledged that corporate entities are, in theory, legal bodies wich are separate and autonomous from the persons that make it up, the law shrinks not from drawing links between the corporate body and its members, for instance the law makes them bear obligations which the personified
entity should normally meet. In French law these assumptions, in which the autonomy principle of the corporate entities is detracted towards their members, are traditionally analysed as a matter of transparency of corporate entities.

A more accurate study of this phenomenon shows in effect that a distinction should be done among autonomy-undermining of the corporate entities. Some of these infringements matter of the corporate entity transparency, which is understood as the phenomenon whereby the separation principle of the corporate entity and its members is departed from because of the
particularities of this body, such as its shape possibly melded with its subject or the quality of its members.

The other infringements matter of corporate personality overstepping, which could be defined as the phenomenon consisting in the fact that the Lawmaker or the judge exceptionally dismisses the autonomy of the corporate entity, which is as well admitted as a fully distinct subject of law, in order to take into consideration its member personality in precise assumptions and aim.
This study submits an analysis of this latter concept, wich seems to be a technique common to both private and fiscal law.

corporate personality, autonomy, transparency, overstepping, fiscal law, private law