CORPORATION, a body politic or incorporate, so called, because the persons or members are joined into one body, and are qualified to take, grant, &c.

Of corporations there is a great variety subsisting, for the advancement of religion, of learning, and of commerce; in order to preserve entire and for ever those rights and immunities, which, if they were granted only to those individuals of which the body corporate is composed, would upon their death be utterly lost and extinct. To shew the advantages of these incorporations, let us consider the case of a college in either of our universities, founded ad studium et orandum, for the encouragement and support of religion and learning. If this was a mere voluntary assembly, the individuals which compose it might indeed read, pray, study, and perform scholastic exercises together, so long as they could agree to do so: but they could neither frame, nor receive, any laws or rules of their conduct; none at least which would have any binding force, for want of a coercive power to create a sufficient obligation. Neither could they be capable of retaining any privileges or immunities: for, if such privileges be attacked, which of all this unconnected assembly has the right or ability to defend them? And, when they are dispersed by death or otherwise, how shall they transfer these advantages to another set of students, equally unconnected as themselves? So also, with regard to holding estates or other property, if land be granted for the purposes of religion or learning to 20 individuals not incorporated, there is no legal way of continuing the property to any other persons for the same purposes, but by endless conveyances from one to the other, as often as the hands are changed. But when they are consolidated and united into a corporation, they and their successors are then considered as one person in law: as one person, they have one will, which is collected from the sense of the majority of the individuals: this one will may establish rules and orders for the regulation of the whole, which are a sort of municipal laws of this little republic; or rules and statutes may be preferred to it at its creation, which are then in the place of natural laws: the privileges and immunities, the estates and possessions, of the corporation, when once vested in them, will be for ever vested, without any new conveyance to new successors; for all the individual members that have existed from the foundation to the present time, or that shall ever hereafter exist, are but one person in law, a person that never dies: in like manner as the river Thames is still the same river, though the parts which compose it are changing every instant.

The honour of originally inventing these political constitutions entirely belongs to the Romans. They were introduced, as Plutarch says, by Numa; who finding, upon his accession, the city torn to pieces by the two rival factions of Sabines and Romans, thought it a prudent and politic measure to subdivide these two into many smaller ones, by inflating separate societies of every manual trade and profession. They were afterwards much considered by the civil law, in which they were called universitatis, as forming one whole out of many individuals; or collegia, from being gathered together: they were adopted also by the canon law, for the maintenance of ecclesiastical discipline; and from them our spiritual corporations are derived. But our laws have considerably refined and improved upon the invention, according to the usual genius of the English nation: particularly with regard to sole corporations, consisting of one person only, of which the Roman lawyers had no notion; their maxim being, that "tres faciunt collegium;" though they held, that if a corporation, originally consisting of three persons, be reduced to one, "si universitas ad unum redit," it may still subsist as a corporation, "et fieri nomen universitatis."

As to the several sorts of corporations, the first division of them is into aggregate and sole. Corporations aggregate consist of many persons united together into one society, and are kept up by a perpetual succession of members, so as to continue for ever: of which kind are the mayor and commonalty of a city, the head and fellows of a college, the dean and chapter of a cathedral church. Corporations sole consist of one person only and his successors, in some particular station, who are incorporated by law, in order to give them some legal capacities and advantages, particularly that of perpetuity, which in their natural persons they could not have had. In this sense the king is a sole corporation: so is a bishop: so are some deans and prebendaries, distinct from their several chapters: and so is every parson and vicar. And the necessity, or at least use, of this institution will be very apparent, if we consider the case of a parson of a church. At the original endowment of parish-churches, the freehold of the church, the church-yard, the parsonage-house, the glebe, and the tithes of the parish, were vested in the then parson by the bounty of the donor, as a temporal recompence to him for his spiritual care of the inhabitants, and with intent that the same emoluments should ever afterwards continue as a recom- pence for the same care. But how was this to be ef- fected? The freehold was vested in the parson; and, if we suppose it vested in his natural capacity, on his death it might descend to his heir, and would be li- able to his debts and incumbrances: or at best the heir might be compellable, at some trouble and ex- pense, to convey these rights to the succeeding in- cumbent. The law therefore has wisely ordained, that the parson, quatenus parson, shall never die, any more than the king; by making him and his succe- sors a corporation. By which means all the original rights of the parsonage are preserved entire to the successor: for the present incumbent, and his prede- cessor who lived seven centuries ago, are in law one and the same person; and what was given to the one was given to the other also.

Another division of corporations, either sole or ag- gregate, is into ecclesiastical and lay. Ecclesiastical corporations are where the members that compose it are entirely spiritual persons; such as bishops; certain deans and prebendaries; all archdeacons, parsons, and vicars; which are sole corporations: deans and chap- ters at present, and formerly prior and convent, abbot and monks, and the like, bodies aggregate. These are erected for the furtherance of religion, and per- petuating the rights of the church.—Lay corpora- tions are of two sorts, civil and eleemosynary. The civil are such as are erected for a variety of tem- poral purposes. The king, for instance, is made a corporation to prevent in general the possibility of an interregnum or vacancy of the throne, and to preserve the possessions of the crown entire; for, immediately upon the demise of one king, his suc- cessor is in full possession of the regal rights and dignity. Other lay corporations are erected for the good government of a town or particular district, as a mayor and commonalty, bailiff and burgesses, or the like: some for the advancement and regu- lation of manufactures and commerce; as the trad- ing companies of London, and other towns; and some for the better carrying on of divers special pur- poses; as church-wardens, for conservation of the goods of the parish; the college of physicians and com- pany of surgeons in London, for the improvement of the medical science; the royal society for the ad- vancement of natural knowledge; and the society of antiquarians for promoting the study of antiquities. The eleemosynary sort are such as are constituted for the perpetual distribution of the free alms, or bounty, of the founder of them to such persons as he has di- rected. Of this kind are all hospitals for the mainte- nance of the poor, sick, and impotent; and all col- leges, both in our universities and out of them: which colleges are founded for two purposes; 1. For the promotion of piety and learning by proper regula- tions and ordinances. 2. For imparting assistance to the members of those bodies, in order to enable them to prosecute their devotion and studies with greater ease and affluency. And all these eleemosynary cor- porations are, strictly speaking, lay, and not ecclesi- astical, even though composed of ecclesiastical persons,

and although they in some things partake of the na- ture, privileges, and restrictions of ecclesiastical bo- dies.

Having thus marshalled the several species of cor- porations, let us next proceed to consider, 1. How corporations in general may be created. 2. What are their powers, capacities, and incapacities. And, 3. How they may be dissolved.

1. Corporations, by the civil law, seem to have been created by the mere act, and voluntary associa- tion, of their members; provided such convention was not contrary to law, for then it was illicitum collegium. It does not appear that the prince's consent was ne- cessary to be actually given to the foundation of them; but merely that the original founders of these volun- tary and friendly societies (for they were little more than such) should not establish any meetings in oppo- sition to the laws of the state.

But in England the king's consent is absolutely ne- cessary to the erection of any corporation, either im- pliedly or expressly given (a). The king's implied con- sent is to be found in corporations which exist by force of the common law, to which our former kings are supposed to have given their concurrence; common law being nothing else but custom, arising from the universal agreement of the whole community. Of this sort are the king himself, all bishops, parsons, vi- cars, churchwardens, and some others; who by com- mon law have ever been held (as far as our books can shew us) to have been corporations, virtute officii: and this incorporation is so inseparably annexed to their offices, that we cannot frame a complete legal idea of any of these persons, but we must also have an idea of a corporation, capable to transmit his rights to his successors, at the same time. Another method of implication, whereby the king's consent is presumed, is as to all corporations by prescription, such as the city of London, and many others, which have existed as corporations, time whereof the memory of man runneth not to the contrary; and therefore are look- ed upon in law to be well created. For though the members thereof can shew no legal charter of incor- poration, yet in cases of such high antiquity the law presumes there once was one; and that by the variety of accidents, which a length of time may produce, the charter is lost or destroyed. The methods by which the king's consent is expressly given, are either by act of parliament or charter. By act of parliament, of which the royal assent is a necessary ingredient, cor- porations may undoubtedly be created: but it is ob- servable, that most of those statutes, which are usually cited as having created corporations, do either confirm such as have been before created by the king; as in the case of the college of physicians, erected by char- ter to Hen. VIII. which charter was afterwards con- firmed in parliament; or, they permit the king to e- rect a corporation in futuro with such and such pow- ers; as is the case of the bank of England, and the society of the British fishery. So that the immediate creative act is usually performed by the king alone, in virtue of his royal prerogative.

(a) Cities and towns were first created into corporate communities on the continent, and endowed with many valuable privileges, about the 11th century, (Robert. Ch. V. i. 30); to which the consent of the feudal sovereign was absolutely necessary, as many of his prerogatives and revenues were thereby considerably diminished. All the other methods therefore whereby corporations exist, by common law, by prescription, and by act of parliament, are for the most part reducible to this of the king's letters patent, or charter of incorporation. The king's creation may be performed by the words "creamus, erigimus, fundamus, incorporamus," or the like. Nay it is held, that if the king grants to a fet of men to have gildam mercatoriam, "a mercantile meeting or assembly," this is alone sufficient to incorporate and establish them for ever.

The king (it is said) may grant to a subject the power of erecting corporations, though the contrary was formerly held: that is, he may permit the subject to name the persons and powers of the corporation at his pleasure; but it is really the king that erects, and the subject is but the instrument: for though none but the king can make a corporation, yet qui facit per alium, facit per se. In this manner the chancellor of the university of Oxford has power by charter to erect corporations; and has actually often exerted it in the erection of several matriculated companies, now subsisting, of tradesmen subservient to the students.

When a corporation is erected, a name must be given to it; and by that name alone it must sue, and be sued, and do all legal acts.

II. After a corporation is so formed and named, it acquires many powers and rights, which we are next to consider. Some of these are necessarily and inseparably incident to every corporation; which incidents, as soon as a corporation is duly erected, are tacitly annexed of course. As, 1. To have perpetual succession. This is the very end of its incorporation: for there cannot be a succession for ever without an incorporation; and therefore all aggregate corporations have a power necessarily implied of electing members in the room of such as go off. 2. To sue or be sued, implead or be impleaded, grant or receive, by its corporate name, and do all other acts as natural persons may. 3. To purchase lands, and hold them, for the benefit of themselves and their successors: which two are consequential to the former. 4. To have a common seal. For a corporation, being an invisible body, cannot manifest its intentions by any personal act or oral discourse: it therefore acts and speaks only by its common seal. For, though the particular members may express their private consents to any act, by words, or signing their names, yet this does not bind the corporation; it is the fixing of the seal, and that only, which unites the several assents of the individuals, who compose the community, and makes one joint assent of the whole. 5. To make by-laws or private statutes for the better government of the corporation; which are binding upon themselves, unless contrary to the laws of the land, and then they are void. But no trading company is with us allowed to make by-laws, which may affect the king's prerogative, or the common profit of the people, under penalty of 40l., unless they be approved by the chancellor, treasurer, and chief justices, or the judges of assize in their circuits: and, even though they be so approved, still if contrary to law they are void. These five powers are inseparably incident to every corporation, at least to every corporation aggregate:

for two of them, though they may be practised, yet are very unnecessary to a corporation sole; viz. to have a corporate seal to testify his sole assent, and to make statutes for the regulation of his own conduct.

Corporations have a capacity to purchase lands for themselves and successors; but they are excepted out of the statute of wills; so that no devise of lands to a corporation by will is good; except for charitable uses, by statute 43 Eliz. c. 4, which exception is again greatly narrowed by the statute 9 Geo. II. c. 36. And also, by a great variety of statutes, their privilege even of purchasing from any living granter, is much abridged; so that now a corporation, either ecclesiastical or lay, must have a licence from the king to purchase, before they can exert that capacity which is vested in them by the common law: nor is even this in all cases sufficient. These statutes are generally called the statutes of mortmain. See MORTMAIN.

The general duties of all bodies politic, considered in their corporate capacity, may, like those of natural persons, be reduced to this single one; that of acting up to the end or design, whatever it be, for which they were created by their founder.