The Doctrine of the Null Society and the Theory of Legal Personality

Abstract

This paper makes three modest contributions to the discussion on the doctrine of the invalid company: the first submits that the content of this doctrine is limited to the real or patrimonial aspects, i.e., that the doctrine of the invalid company does not add any «rule» to the doctrine of the nullity of

contracts and, therefore, that its regulation cannot be seen as an expression of the will of the legislator to reduce the list of causes of company's contract nullity in relation to other contracts. The second is that registration in the Commercial Register is irrelevant for the purposes of applying the doctrine of the invalid company, and this conclusion holds for both partnerships and corporations. And the third is that there is no nullity of the contract and the doctrine of the invalid company <loes not apply (and it is not necessary to proceed to liquidation) when property contributed to the company by someone who lacks title or power of attorney over the property.