from
The Collaborative International Dictionary of English v.0.48
Corporation \Cor`po*ra"tion\ (k[^o]r`p[-o]*r[=a]"sh[u^]n), n.
[L. corporatio incarnation: cf. F. corporation corporation.]
A body politic or corporate, formed and authorized by law to
act as a single person, and endowed by law with the capacity
of succession; a society having the capacity of transacting
business as an individual.
[1913 Webster]
Note: Corporations are aggregate or sole. {Corporations
aggregate} consist of two or more persons united in a
society, which is preserved by a succession of members,
either forever or till the corporation is dissolved by
the power that formed it, by the death of all its
members, by surrender of its charter or franchises, or
by forfeiture. Such corporations are the mayor and
aldermen of cities, the head and fellows of a college,
the dean and chapter of a cathedral church, the
stockholders of a bank or insurance company, etc. A
{corporation sole} consists of a single person, who is
made a body corporate and politic, in order to give him
some legal capacities, and especially that of
succession, which as a natural person he can not have.
Kings, bishops, deans, parsons, and vicars, are in
England sole corporations. A fee will not pass to a
corporation sole without the word "successors" in the
grant. There are instances in the United States of a
minister of a parish seized of parsonage lands in the
right of his parish, being a corporation sole, as in
Massachusetts. Corporations are sometimes classified as
public and private; public being convertible with
municipal, and {private corporations} being all
corporations not municipal.
[1913 Webster]
{Close corporation}. See under {Close}.
[1913 Webster]
from
Bouvier's Law Dictionary, Revised 6th Ed (1856)
CORPORATION. An aggregate corporation is an ideal body, created by law,
composed of individuals united under a common name, the members of which
succeed each other, so that the body continues the same, notwithstanding the
changes of the individuals who compose it, and which for certain purposes is
considered as a natural person. Browne's Civ. Law, 99; Civ. Code of Lo. art.
418; 2 Kent's Com. 215. Mr. Kyd, (Corpor. vol. 1, p. 13,) defines a
corporation as follows: "A corporation, or body politic, or body
incorporate, is a collection of many; individuals united in one body, under
a special denomination, having perpetual succession under an artificial
form, and vested by the policy of the law, with a capacity of acting in
several respects as an individual, particularly of taking and granting
property, contracting obligations, and of suing and being sued; of enjoying
privileges and immunities in common, and of exercising a variety of
political rights, more or less extensive, according to the design of its
institution, or the powers conferred upon it, either at the time of its
creation, or at any subsequent period of its existence." In the case of
Dartmouth College against Woodward, 4 Wheat. Rep. 626, Chief Justice
Marshall describes a corporation to be "an artificial being, invisible,
intangible, and existing only in contemplation of law. Being the mere
creature of law," continues the judge, "it possesses only those properties
which the charter of its creation confers upon it, either expressly or as
incidental to its very existence. These are such as are supposed best
calculated to effect the object for which it was created. Among the most
important are immortality, and if the expression may be allowed,
individuality properties by which a perpetual succession of many persons are
considered, as the same, and may act as the single individual, They enable a
corporation to manage its own affairs, and to hold property without the
perplexing intricacies, the hazardous and endless necessity of perpetual
conveyance for the purpose of transmitting it from hand to hand. It is
chiefly for the purpose of clothing bodies of men, in succession, with these
qualities and capacities, that corporations were invented, and are in use."
See 2 Bl. Corn. 37.
2. The words corporation and incorporation are frequently confounded,
particularly in the old books. The distinction between them is, however,
obvious; the one is the institution itself, the other the act by which the
institution is created.
3. Corporations are divided into public and private.
4. Public corporations, which are also called political, and sometimes
municipal corporations, are those which have for their object the government
of a portion of the state; Civil Code of Lo. art. 420 and although in such
case it involves some private interests, yet, as it is endowed with a
portion of political power, the term public has been deemed appropriate.
5. Another class of public corporations are those which are founded for
public, though not for political or municipal purposes, and the, whole
interest in which belongs to the government. The Bank of Philadelphia, for
example, if the whole stock belonged exclusively to the government, would be
a public corporation; but inasmuch as there are other owners of the stock,
it is a private corporation. Domat's Civil Law, 452 4 Wheat. R. 668; 9
Wheat. R. 907 8 M'Cord's R. 377 1 Hawk's R. 36; 2 Kent's Corn. 222.
6. Nations or states, are denominated by publicists, bodies politic,
and are said to have their affairs and interests, and to deliberate and
resolve, in common. They thus become as moral persons, having an
understanding and will peculiar to themselves, and are susceptible of
obligations and laws. Vattel, 49. In this extensive sense the United States
may be termed a corporation; and so may each state singly. Per Iredell, J. 3
Dall. 447.
7. Private corporations. In the popular meaning of the term, nearly
every corporation is public, inasmuch as they are created for the public
benefit; but if the whole interest does not belong to the government, or if
the corporation is not created for the administration of political or
municipal power, the corporation is private. A bank, for instance, may be
created by the government for its own uses; but if the stock is owned by
private persons, it is a private corporation, although it is created by the
government, and its operations partake of a private nature. 9 Wheat. R. 907.
The rule is the same in the case of canal, bridge, turnpike, insurance
companies, and the like. Charitable or literary corporations, founded by
private benefaction, are in point of law private corporations, though
dedicated to public charity, or for the general promotion of learning. Ang.
& Ames on Corp. 22.
8. Private corporations are divided into ecclesiastical and lay.
9. Ecclesiastical corporations, in the United States, are commonly
called religious corporations they are created to enable religious societies
to manage with more facility and advantage, the temporalities belonging to
the church or congregation.
10. Lay corporations are divided into civil and eleemosynary. Civil
corporations are created for an infinite variety of temporal purposes, such
as affording facilities for obtaining loans of money; the making of canals,
turnpike roads, and the like. And also such as are established for the
advancement of learning. 1 Bl. Com. 471.
11. Eleemosynary corporations are such as are instituted upon a
principle of charity, their object being the perpetual distribution of the
bounty of the founder of them, to such persons as he has directed. Of this
kind are hospitals for the relief of the impotent, indigent and sick, or
deaf and dumb. 1 Kyd on Corp. 26; 4 Conn. R. 272; Angell & A. on Corp. 26.
12. Corporations, considered in another point of view, are either sole
or aggregate.
13. A sole corporation, as its name implies, consists of only one
person, to whom and his successors belongs that legal perpetuity, the
enjoyment of which is denied to all natural persons. 1 Black Com. 469. Those
corporations are not common in the United States. In those states, however,
where the religious establishment of the church of England was adopted, when
they were colonies, together with the common law on that subject, the
minister of the parish was seised of the freehold, as persona ecclesiae, in
the same manner as in England; and the right of his successors to the
freehold being thus established was not destroyed by the abolition of the
regal government, nor can it be divested even by an act of the state
legislature. 9 Cranch, 828.
14. A sole corporation cannot take personal property in succession; its
corporate capacity of taking property is confined altogether to real estate.
9 Cranch, 43.
15. An aggregate corporation consists of several persons, who are'
united in one society, which is continued by a succession of members. Of
this kind are the mayor or commonalty of a city; the heads and fellows of a
college; the members of trading companies, and the like. 1 Kyd on Corp. 76;
2 Kent's Com. 221 Ang. & A. on Corp. 20. See, generally, Bouv. Inst. Index,
h.t.