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CALIFORNIA CORPORATE & SECURITIES LAW

Multifarious Meanings of “Person”

Last Friday, I observed that the definitions of “person” found in the Securities Act and the Securities Exchange Act are oddly incongruous. The California Corporations Code is similarly inharmonious.  Section 18 of the Code, which applies to the entire Corporations Code unless a provision or context requires otherwise, provides the most compendious and indeterminate definition:

“Person” includes a corporation as well as a natural person.

At the opposite extreme is the Nonprofit Corporation Law which builds upon, and extends, Section 18:

“Person,” in addition to those entities specified in Section 18 and unless otherwise expressly provided, includes any association, business corporation, company, corporation, corporation sole, domestic corporation, estate, foreign corporation, foreign business corporation, individual, joint stock company, joint venture, mutual benefit corporation, public benefit corporation, religious corporation, partnership, government or political subdivision, agency or instrumentality of a government.

Cal. Corp. Code § 5065.

Perhaps attempting to achieve some balance between these two polarities, the Uniform Limited Partnership Act of 2008 provides a more modest extensional definition:

“Person” means an individual, partnership, limited partnership, trust, estate, association, corporation, limited liability company, or other entity, whether domestic or foreign.

Cal. Corp. Code § 15901.02(y).

The General Partnership Law in pursuit of the “elegance of variation” furnishes the following:

“Person” means an individual, corporation, business trust, estate, trust, partnership, limited partnership, limited liability partnership, limited liability company, association, joint venture, government, governmental subdivision, agency, or instrumentality, or any other legal or commercial entity.

Cal. Corp. Code § 16101(13).

The legislature did not exhaust its store of inventiveness with the partnership law.  The Revised Uniform Limited Liability Company Act supplies the following:

“Person” means an individual, partnership, limited partnership, trust, a trustee of a trust, including, but not limited to, a trust described under Division 9 (commencing with Section 15000) of the Probate Code, estate, association, corporation, limited liability company, or other entity, whether domestic or foreign. Nothing in this subdivision shall be construed to confer any rights under the California Constitution or the United States Constitution.

Cal. Corp. Code § 17701.02(v).

A more clever relater might be able to divine some legislative purpose in this definitional superfluity.  My own modest gifts, however, prevent me from perceiving any thought that the legislature was purposing to convey when it enacted so many and varied definitions of “person” in a single code.  Nor can I explain why the legislature thought it necessary to define “person” for purposes of all of these laws but not in the General Corporation Law itself.

Note to readers: For a discussion of intensional and extensional definitions, see Why The Word “Includes” Conflates The Separation Of Powers.

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