# How can a corporation be legally considered a person? **URL:** \ **Category:** Cecil's Columns/Staff Reports\ **Created:** [October 12, 2003, 11:30pm UTC](https://boards.straightdope.com/t/how-can-a-corporation-be-legally-considered-a-person/207070 "2003-10-12T23:30:31Z")\ **Posts on this page:** 1\ **Page:** 2
**Author:** ![bump](https://avatars.discourse-cdn.com/v4/letter/b/7c8e57/32.png) [@bump](https://boards.straightdope.com/u/bump)\ **Post date:** [October 20, 2003, 9:33pm UTC](https://boards.straightdope.com/t/how-can-a-corporation-be-legally-considered-a-person/207070/21 "2003-10-20T21:33:52Z")
> [@](#): > > \*Originally posted by denari \* > \*\*hi, all, > > if the board of directors is NOT legally responsible for the company’s conduct, who is? doesn’t that give unscrupulous folks a carte blanche to create a “business” that enables them to blatantly break the law, and then claim THEY didn’t do it, the “corporation” did? that seems to be the way things are heading… > gus \*\* Well, the board and management (usu. separate, but sometimes not) are responsible. Joe Shareholder isn’t. Generally speaking I think the culpability is usually determined at the decision-making level- i.e., they’re not likely to go after the board of directors for a day-to-day decision made by some manager. But, in the case of large-scale decisions like the tobacco companies are getting nailed for, that’s board-level culpability. That’s all a corporation is- it’s a legal ENTITY(not a “person”), that is created for the express purpose of separating someone’s personal liability from that of the corporation. That’s the reason you can sue a company in civil court- it has assets you can get a judgement against. You can’t have a criminal case against a company, since it doesn’t exist in a criminal law sense. But the management and directors do. [Previous page](https://boards.straightdope.com/t/how-can-a-corporation-be-legally-considered-a-person/207070.md?page=1)