Does The State Make Or Beget Corporations?

Allen Matkins
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Allen Matkins

To non-lawyers, a "person" is usually understood to refer to a human being.  At law, entities such as corporations and limited liability persons are often endowed with personhood.  See, e.g., Cal. Corp. Code § 18 ("'Person' includes a corporation as well as a natural person.").  Is the government that creates these bloodless persons itself a person?

A recent Nevada Supreme Court decision answers "no", citing NRS 0.039 which provides:

Except as otherwise expressly provided in a particular statute or required by the context, “person” means a natural person, any form of business or social organization and any other nongovernmental legal entity including, but not limited to, a corporation, partnership, association, trust or unincorporated organization. The term does not include a government, governmental agency or political subdivision of a government.

Clark Co. v. 6635 W Oquendo LLC, 140 Nev. Adv. Op. 15.  The case involved the question of whether Clark County is a "person" for purposes of Nevada's so-called anti-SLAPP statute, NRS 41.660.  Thus, it seems that the State of Nevada makes, not begets, corporations and other juridical entities.  In Nicean parlance, one might say that governmental entities in Nevada are the ὁμοιούσιος (homoiousos = similar) rather than ὁμοούσιος (homoousios = same) substance as corporations and limited liability companies (unless a statute expressly provides otherwise).  

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DISCLAIMER: Because of the generality of this update, the information provided herein may not be applicable in all situations and should not be acted upon without specific legal advice based on particular situations.

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