The Fictive Person — Versus the Robots When the legal fiction outlives its human substrate —

I. Moya and the question no one asks

In February 2026, the Chinese company DroidUp presented Moya in Shanghai. This humanoid robot is 1.65 metres tall, weighs 32 kilograms, maintains eye contact, reproduces micro-expressions, can blush, and maintains a skin temperature between 32 and 36 degrees Celsius to accentuate the sensation of realism during interactions. It walks with 92% biomechanical precision. It is designed not for industrial tasks, but for prolonged and convivial interactions in environments where the human dimension is essential — homes, classrooms, healthcare facilities. It is expected to be commercialised at the end of 2026 at approximately 6,500 euros per unit. The Bank of America estimates that three billion humanoid units of this type could be in service worldwide by 2060.

The press has noted the technological advance. No one has asked the question that this object raises in law and in political economy: what happens when an entity of this type — or its industrial equivalent — becomes the exclusive workforce of a commercial company? What happens to the legal fiction when it no longer has a human substrate? What happens to democratic sovereignty when the capital that produces and accumulates no longer passes through human labour?

This article does not provide legislative proposals. It identifies the structural fault line, which is already open, and poses the questions that the law will inevitably have to answer — whether it chooses to do so in advance or under constraint.

II. The legal person and its human foundation

The legal person — the personne morale of French civil law tradition, the corporation of common law — is a fiction. It does not exist ontologically. It is a tool constructed by the sovereign to allow human beings to act collectively, to limit their individual liability, to give duration to a project that transcends the biological lifespan of its founders. The fiction is always, at its origin, at the service of persons. It has no autonomous existence. It is born by legal act, lives as long as the act subsists, and dies by dissolution, withdrawal, absorption.

The classical legal theory of the legal person presupposes, even without stating it explicitly, a human substrate at some level of the chain. Behind the company, there are shareholders. Behind the shareholders, there are, at some point, physical persons who bear the wealth, who pay taxes on dividends, who vote in elections. The fiction serves as an intermediary between human beings and economic life. It is an instrument of mediation.

The entirely automated company begins to dissolve this presupposition. Not by philosophical rupture, but by progressive structural substitution.

III. The two hypotheses — and the abyss of the second

A. The concealed human: capital without labour

The first hypothesis is already a reality. A company whose entire workforce has been replaced by machines continues to have human shareholders at the top of the chain. The capital is human. The profit rises towards physical persons. This is the model of the major automated platforms: no employees in the classical sense, but founders, shareholders, and fund managers who are identifiable human beings.

The legal and democratic consequence is already serious. This company pays no payroll taxes, contributes to no pension fund, generates no taxable income from labour. It produces value, but this value does not pass through the redistribution mechanisms that wage labour has historically constituted. The automatic redistribution — social contributions, income tax on wages, consumer spending — is suppressed. The capital accumulates for identifiable persons, but without the socioeconomic friction that made capital and labour structurally interdependent.

A billionaire shareholder and a citizen earning one thousand euros a month have, formally, one vote each. This is the democratic fiction that the institutional discourse preserves. But the billionaire finances lobbying offices, think tanks, electoral campaigns, media, and legal procedures lasting fifteen years. The citizen fills in his tax return. The asymmetry is not corruption. It is a structural imbalance that automated labour accentuates, because it suppresses the last automatic link between capital production and human economic life.

B. The autonomous fiction: the chain without a human at the end

The second hypothesis is the one that the law has not yet thought through, and which the development of autonomous entities is beginning to make conceivable. Imagine the following chain: a fully automated limited company, owned by a holding company, itself owned by another holding company, itself owned by an autonomous foundation whose statutes provide that decisions are made algorithmically, without human intervention in the governance bodies. No identifiable physical person at the end of the chain.

Is this legally possible today? Partially. Certain Swiss and Liechtenstein legal structures already allow very automated governance. The American state of Wyoming recognised Decentralised Autonomous Organisations — DAOs — as legal persons without an identifiable human shareholder in 2021. The chain does not yet reach its logical end, but the structural path is laid.

If it reaches completion, the consequences are as follows. Who pays tax? The legal person, on its profits — but at what rate, and towards whom does the money rise? Who responds civilly to damage caused? The company — but if it is insolvent and the holding is in a tax haven? Who responds criminally? No one. Criminal law of legal persons, in all systems that have developed it, presupposes a human director of fact for the most serious penalties. Without an identifiable human being, criminal sanction stops at the fine on the legal person — which can be dissolved, then recreated under another name the following week.

Who votes? No one. Capital produces, accumulates, reproduces itself — without any participation in democratic life, without social contributions, without tax on income from labour since there is no labour, without consumption that would generate VAT, without the biological frictions — illness, ageing, death — that limit human accumulation.

IV. The eternal machine and the structural disloyalty

A human entrepreneur ages. He falls ill. He dies. He pays social contributions. He cotises for his retirement. He is, biologically and economically, mortal.

A fully automated company does not age. It does not fall ill. It does not pay contributions. It does not consume. It does not vote. It does not go on strike. It produces twenty-four hours a day, three hundred and sixty-five days a year, without marginal human cost. Against any company that employs human beings, it enjoys a structural competitive advantage that no anti-dumping regulation has yet named as such. The concept does not yet exist in competition law. Regulatory social dumping is identified when a foreign competitor benefits from lower labour costs. It has not been conceptualised for the situation where a competitor has no labour costs at all.

Moya illustrates this frontier concretely. Three billion humanoid units in service by 2060, according to the Bank of America projection. Each unit owned by a legal person. Each legal person potentially owned by other legal persons. The chain of fictions, at this scale, produces and accumulates without any of the redistribution mechanisms that structured the social contract of the twentieth century.

V. The sovereign and the fiction it can no longer dissolve

Classical democratic theory poses, with the clarity of a founding principle, that the legal person is a creation of the sovereign. The sovereign — that is to say, in a democracy, the people through its constituent power — gives existence to the fiction. What the sovereign creates, the sovereign can withdraw. To affirm the contrary is to invert the hierarchy: the creature becomes superior to its creator.

The theory is correct. The practice is another matter.

The theoretical answer to an automated company without human substrate that becomes predatory, that concentrates capital without redistribution, that destabilises a sector or a social order, is: the sovereign dissolves it. The law that gives it existence can be repealed. The legal person can be struck by a judicial dissolution. The state retains, in principle, this power.

But who seizes the court? Who has standing to act against a legal entity whose chain of ownership passes through twelve holding companies in six jurisdictions? Who has the investigative capacity to trace, in real time, an automated structure that modifies itself algorithmically faster than any administrative procedure can follow? And — the last question, which closes the argument — if the legal person finances its own legal defence, if it can maintain proceedings before national and international courts for decades, who guarantees that the procurator, the tribunal, or the state itself will have survived that duration?

The legal fiction is mortal by nature. But it can, structurally, outlive the institutions supposed to dissolve it. Not by supernatural power. Simply by scale, by speed, by the absence of the biological clock that limits every human institution. The judge retires. The parliament changes its majority. The state renegotiates its debt. The fiction continues.

This is the true inversion of sovereignty that the automated legal person produces: not a violent coup, not a constitutional crisis, but the quiet, structural, legally impeccable substitution of the human constituent power by a network of fictions that reproduce and defend themselves beyond any temporal horizon that democratic institutions have been designed to manage.

Miguel Vidal Brajo-Jandia

Ingénieur — Master II Droit, UFR Montpellier I / Paris II Panthéon-Assas

The question is not whether this will happen. The structural path is already laid. The question is whether the law will ask these questions before the chain is complete — or whether it will discover, at that point, that the fiction has become ungovernable by the very institutions that created it.