Short answer. No. An association whose articles are kept secret among its members has no juridical personality. Article 1775 says such associations, where any member may contract in his own name with third persons, shall have no juridical personality, and shall be governed by the provisions relating to co-ownership.

What the law says

shall have no juridical personality, and shall be governed by the provisions relating to co-ownership

Civil Code, Article 1775 — Secret Associations. Read the full provision →

Secrecy defeats separate personality

A true partnership is a person in the eyes of the law — it owns property, sues and is sued, and stands apart from the individuals who form it. Article 1775 denies that status to associations and societies whose articles are kept secret among the members and in which any one member may contract in his own name with third persons. Such a body shall have no juridical personality. Instead it is governed by the provisions relating to co-ownership. The law will not grant the privileges of a distinct legal person to a group that hides its own constitution from the public it deals with.

Why openness is the price of personality

Legal personality is not a courtesy; it is a concession that lets an entity shield its members and transact in its own name. In fairness to outsiders, the law asks for transparency in return. When the members keep their articles secret and each is free to contract personally with third parties, there is no coherent, disclosed entity for the public to rely on. Article 1775 responds by treating the arrangement as what it functionally is — several individuals holding things in common — rather than pretending a hidden organisation is a separate juridical being.

What co-ownership treatment means

Being governed by the rules on co-ownership changes the legal picture considerably. There is no partnership property owned by an entity; instead the members are treated as co-owners of the common assets, each with an undivided share. There is no separate partnership that can sue or be sued in its own name — claims run to and against the individuals. Liability is not that of a distinct firm but of the co-owners. The members lose the tidy separateness a partnership provides and take on the more exposed, shared position of persons who simply own something together.

The practical warning

For anyone forming a business association, the lesson is to keep the arrangement open, not secret, if the goal is a real partnership with its own personality. Concealing the articles while letting members deal individually with outsiders forfeits the very benefits that make a partnership attractive. And for a third person dealing with such a group, it is worth knowing that there may be no separate entity to look to — only co-owners — which affects who can be held answerable and how any dispute over the common property must be pursued.

Related provisions

Note. Statute text quoted on this page is reproduced from the official enactment and is linked to the full provision. The explanation around it is general legal information from Vivas & Nobles Law Office, not legal advice. Whether it applies to your situation depends on facts only a lawyer reviewing them can assess.