Corporation

Corporation in Europe

Definition of Corporation

A succession or collection of persons having in the estimation of law an existence and rights and duties distinct from those of the individual persons who from time to time form it. It has perpetual succession, a name and a common seal.

A corporation sole consists of only one member at a time in succession, e.g., a bishop. A corporation aggregate consists of a number of persons, e.g., incorporated companies and municipal corporations.

(Definition of Corporation is, temporally, from A Concise Law Dictionary (1927).)

History

Corporation (from Lat. corporare, to form into a body, corpus, corporis), in English law, an association of persons which is treated in many respects as if it were itself a person. It has rights and duties of its own which are not the rights and duties of the individual members thereof. Thus a corporation may own land, but the individual members of the corporation have no rights therein. A corporation may owe money, but the corporators as individuals are under no obligation to pay the debt. The rights and duties descend to the successive members of the corporation. This capacity of perpetual succession is regarded as the distinguishing feature of corporations as compared with other societies. One of the phrases most commonly met with in law-books describes a corporation as a society with perpetual succession and a common seal. The latter point, however, is not conclusive of the corporate character.

The legal attributes of a corporation have been worked out with great fulness and ingenuity in English law, but the conception has been taken full-grown from the law of Rome. The term in Roman law corresponding to the modern corporation is collegium; a more general term is universitas. A collegium or corpus must have consisted of at least three persons, who were said to be corporati—habere corpus. They could hold property in common and had a common chest. They might sue and be sued by their agent (syndicus or actor).

There was a complete separation in law between the rights of the collegium as a body and those of its individual members. The collegium remained in existence although all its original members were changed. It was governed by its own by-laws, provided these were not contrary to the common law. The power of forming collegia was restrained, and societies pretending to act as corporations were often suppressed. In all these points the collegia of Roman closely resemble the corporations of English law. There is a similar parallel between the purposes for which the formation of such societies is authorized in English and in Roman law.

Thus among the Roman collegia the following classes are distinguished:

  • Public governing bodies, or municipalities, civitates;
  • Religious societies, such as the collegia of priests and Vestal Virgins;
  • Official societies, e.g. the scribae, employed in the administration of the state;
  • Trade societies, e.g. fabri, pictores, navicularii, etc.

This class shades down into the societates not incorporated, just as our own trading corporations partake largely of the character of ordinary partnerships. In the later Roman law the distinction of corporations into civil and ecclesiastical, into lay and eleemosynary, is recognized. The latter could not alienate without just cause, nor take land without a licence—a restriction which may be compared with modern statutes of mortmain. All these privileged societies are what we should call corporations aggregate. The corporation sole (i.e. consisting of only a single person) is a later refinement, for although Roman law held that the corporation subsisted in full force, notwithstanding that only one member survived, it did not impute to the successive holders of a public office the character of a corporation. When a public officer in English law is said to be a corporation sole, the meaning is that the rights acquired by him in that capacity descend to his successor in office, and not (as the case is where a public officer is not a corporation) to his ordinary legal representative. The best known instances of 191 corporation sole are the king and the parson of a parish. The conception of the king as a corporation is the key to many of his paradoxical attributes in constitutional theory—his invisibility, immortality, etc.

The term quasi-corporation is applied to holders for the time being of certain official positions, though not incorporated, as the churchwardens of a parish, guardians of the poor, &c.

The Roman conception of a corporation was kept alive by ecclesiastical and municipal bodies. When English lawyers came to deal with such societies, the corporation law of Rome admitted of easy application. Accordingly, in no department has English law borrowed so copiously and so directly from the civil law. The corporations known to the earlier English law were mainly the municipal, the ecclesiastical, and the educational and eleemosynary. To all of these the same principles, borrowed from Roman jurisprudence, were applied. The different purposes of these institutions brought about in course of time differences in the rules of the law applicable to each. In particular, the great development of trading companies under special statutes has produced a new class of corporations, differing widely from those formerly known to the law. The reform of municipal corporations has also restricted the operation of the principles of the older corporation law. These principles, however, still apply when special statutes have not intervened.

Source: Encyclopedia Britannica (1911)

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