An artificial person or legal entity created by or under the authority of the laws of a state or nation, composed, in some rare instances, of a single person and his successors, being the incumbents of a particular office, but ordinarily consisting of an association of numerous individuals, who subsist as a body politic under a special denomination, which is regarded in law as having a personality and existence distinct from that of its several members, and which is, by the same authority, vested with the capacity of continuous succession, irrespective of changes in its membership, either in perpetuity or for a limited term of years, and of acting as a unit or single individual In matters relating to the common purpose of the association, within the scope of the powers and authorities conferred upon such bodies by law. See Case of Sutton's Hospital, 10 Coke, 32; Dartmouth College v. Woodward, 4 Wheat 518, 636, 657, 4 L. Ed. 629; U. 8. v. Trinidad Coal Co., 137 U. S. 160, 11 Sup. Ct 57, 34 I* Ed. 640; Andrews Bros. Co. v. Youngstown Coke Co., 86 Fed. 585, 30 C. C, A. 293; Porter v. Railroad Co., 76 IU. 573; State v. Payne, 129 Mo. 468. 31 a W. 797, 33 L. R. A. 576; Farmers' L. & T. Co. v. New York, 7 Hill (N. Y.) 283; State v. Turley, 142 Mo. 403, 44 S. W. 267; Barber v. International Co., 73 Conn. 587, 48 Ati. 758; Sovereign Camp v. Fraley, 94 Tex. 200, 59 S. W. 905, 51 L: R. A. 898; Sellers v. Greer, 172 111. 549, 50 N. XL 246, 40 L. R. A, 589; Old Colony, etc., Co. v. Parker, etc., Co., 183 Mass. 557, 67 N. E. 870; Warner v. Beers, 23 Wend. (N. Y.) 103, 129, 142.
A franchise possessed by one or more individuals, who subsist as a body politic, under a special denomination, and are vested by the policy of the law with the capacity of perpetual succession, and of acting in several respects, however numerous the association may be, as a single individual. 2 Kent, Comm. 267.
An artificial person or being, endowed by law with the capacity of perpetual succession; consisting either of a single individual, (termed a "corporation sole,") or of a collection of several individuals, (which is termed a "corporation aggregate.") 3 Steph. Comm. 166; 1 Bl. Comm. 467, 469.
A corporation is an intellectual body, created by law, composed of individuals united under a common name, the members of which succeed each other, so that the body continues always the same, notwithstanding the change of the individuals who compose it, and which, for certain purposes, Is considered a natural person. Civil Code La. art. 427.
Classification. According to the accepted definitions and rules, corporations are classified as follows:
Public and private. A public corporation is one created 'by the state for political purposes and to act as an agency in the administration of civil government, generally within a particular territory or subdivision of the state, and usually invested, for that purpose, with subordinate and local powers of legislation; such as a county, city, town, or school district. These are also sometimes called "political corporations." People v. McAdams, 82 111. 356; Wooster v. Plymouth, 62 N. H. 208; Goodwin v. East Hartford, 70 Conn. 18, 38 Atl. 876; Dean v. Davis, 51 Cal. 409; Regents v. Williams, 9 Gill A J. (Md.) 401, 31 Am. Dec. 72; Ten Eyck v. Canal Co., 18 N. J. Law, 200, 37 Am. Dec. 233; Toledo Bank v. Bond, 1 Ohio St 622; Murphy v. Mercer County, 57 N. J. Law, 245, 31 Atl. 229. Private corporations are those founded by and composed of private individuals, for private purposes, as distinguished from governmental purposes, and having no political or governmental franchises or duties. Santa Clara County v. Southern Pac. R. Co. (C. C.) 18 Fed. 402; Swan v. Williams, 2 Mich. 434; People v. McAdams, 82 111. 361; McKiin v. Odom, 3 Bland (Md.) 418; Bundle v. Canal Co., 21 Fed. Cas. 6.
The true distinction between public and private corporations is that the former are organized for governmental purposes, the latter not. The term "public" has sometimes been applied
to corporations of which the government owned the entire stock, as in the case of a state bank. But bearing in mind that "public" is here equivalent to "political," it will be apparent that this is a misnomer. Again the fact that the business or operations of a corporation may directly and very extensively affect the general public (as in the case of a railroad company or a bank or an insurance company) is no reason for calling it a public corporation. If organized by private persons for their own advantage,—or even if organized for the benefit of the public generally, as in the case of a free public hospital or other charitable institution,—it is none the less a private corporation, if it does not possess governmental powers or functions. The uses may in a sense be called "public," but the corporation is "private," as much so as if the franchises were vested in a single person. Dartmouth College v. Woodward, 4 Wheat. 562, 4 Lu Ed. 620; Ten Eyck v. Canal Co., 18 N. J. Law, 204, 37 Am. Dec. 233. It is to be observed, however, that those corporations which serve the public or contribute to the comfort and convenience of the general public, though owned and managed by private interests, are now (and quite appropriately) denominated "public-service corporations." See infra. Another distinction between public and private corporations is that the former are not voluntary associations (as the latter are) and that there is no contractual relation between the government and a public corporation or between the individuals who compose it. Mor. Priv. Corp. | 3; Goodwin v. East Hartford, 70 Conn. 18, 38 Atl. 876.
The terms "public" and "municipal," as applied to corporations, are not convertible. All municipal corporations are public, but not vice versa. Strictly speaking, only cities and towns are "municipal" corporations, though the term is very commonly so employed as to include also counties and such governmental agencies as school districts and road districts. Brown v. Board of Education, 108 Ky. 783, 57 S. W. 612. But there may also be "public" corporations which are not "municipal^ even in this wider sense of the latter term. Such, according to some of the authorities, are the "irrigation districts" now known in several of the western states. Irrigation Dist. v. Collins, 46 Neb. 411, 64 N. W. 1086; Irrigation Dist. v. Peterson, 4 Wash. 147, 29 Pac. 995. Compare Herring v. Irrigation Dist. (C. C.) 95 Fed. 705.
Ecclesetastioal and lay. In the English law, all corporations private are divided into ecclesiastical and lay, the former being such corporations as are composed exclusively of ecclesiastics organized for spiritual purposes, or for administering property held for religious uses, such as bishops and certain other dignitaries of the church and (formerly) abbeys and monasteries. 1 Bl. Comm. 470. Lay corporations are those composed of laymen, and existing for secular or business purposes. This distinction is not recognized in American law. Corporations formed for the purpose of maintaining or propagating religion or of supporting public religious services, according to the rites of particular denominations, and incidentally owning and administering real and personal property for religious uses, are called "religious corporations," as distinguished from business corporations; but they are "lay" corporations, and not "ecclesiastical'' in the sense of the English law. Robertson v. Bullions, 11 N. Y. 243.
Eleemosynary and civil. Lay corporations are classified as "eleemosynary" and "civil;" the former being such as are created for the distribution of alms or for the administration of charities or for purposes falling under the description of "charitable" in its widest sense, including hospitals, asylums, and colleges; the latter being organized for the facilitating of business transactions and the profit or advantage of the members. 1 Bl. Comm. 471; Dartmouth College v. Woodward, 4 Wheat 660, 4 L. Ed. 629.
In the law of Louisiana, the term "civil" as applied to corporations, is used in a different sense, being contrasted with "religious." Civil corporations are those which relate to temporal police; such are the corporations of the cities, the companies for the advancement, of commerce and agriculture, literary societies, colleges or universities founded for the instruction of youth, and the like. Religious corporations are those whose establishment relates only to religion; such are the congregations of the diftTerent religious persuasions. Civ. Code La. art. 431.
Aggregate and sole. A corporation sole is one consisting 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 sovereign in England is a sole corporation, so is a bishop, so are some deans distinct from their several chapters, and so is every parson and vicar. 3 Steph. Comm. 168, 169; 2 Kent, Comm. 273. Warner v. Beers, 23 Wend. (N. Y.) 172; Codd v. Rath-bone, 19 N. Y. 39; First Parish v. Dunning, 7 Mass. 447., A corporation aggregate is one composed of a number of individuals vested with corporate powers; and a "corporation." as the word is used In general popular and legal speech, and as defined at the head of this title, means a "corporation aggregate."
Domestic and foreign. With reference to the laws and the courts of any given state, a "domestic" corporation is one created by, or organized under, the laws of that state; a "foreign" corporation is one created by or under the laws of another state, government, or country. In re Grand Lodge, 110 Pa. 613, 1 Atl. 582; Boley v. Trust Co., 12 Ohio St. 143; Bowen v. Bank, 34 How. Prac. (X. Y.) 411.
Close and open. A "close" corporation Is one in which the directors and officers have the power to fill vacancies In their own number, without allowing to the general body of stockholders any choice or vote In their election. An "open" corporation is one in which all the members or corporators have a vote in the election of the directors and other officers. McKlm v. Odom, 3 Bland (Md.) 416.
Other compound and descriptive terms. —A business corporation is one formed for the purpose of transacting business in the widest sense of that term, including not only trade and commerce, but manufacturing, mining, banking, Insurance, transportation, and practically every form of commercial or industrial activity where the purpose of the organization is pecuniary profit; contrasted with religious, charitable, educational, and other like organizations, which are sometimes grouped in the statutory law of a state under the general designation of "corporations not for profit" Winter v. Railroad Co., 30 Fed. Cas. 829; In re Independent Ins. Co., 13 Fed. Cas. 18; McLeod v. College, 69 Neb. 550, 96 N. W. 265.
Corporation de facto. One existing under color of law and In pursuance of an effort made in good faith to organize a cor* poration under the statute; an association of men claiming to be a legally Incorporated company, and exercising tbe powers and functions of a corporation, but without actual lawful authority to do so. Foster v. Hare, 26 Tex. Civ. App. 177, 62 S. W. 541; Attorney General v. Stevens, 1 N. J. Eq. 378, 22 Am. Dec. 526; Manufacturing Co. v. Scho-field, 28 Ind. App. 95, 62 N. E. 106; Cedar Rapids Water Co. v. Cedar Rapids, 118 Iowa, 234, 91 N. W. 1081; Johnson v. Okerstrom, 70 Minn. 303, 73 N. W. 147; Tulare Irrig. Dist v'. Shepard, 185 TX S. 1, 22 Sup. Ct. 531, 46 L. Ed. 773; In re Gibbs* Estate, 157 Pa. 59, 27 Atl. 883, 22 L. R. A. 276; Pape v. Bank, 20 Kan. 440, 27 Am. Rep. 183.
Joint-stock corporation. This differs from a joint-stock company in being regularly incorporated, instead of being a mere partnership, but resembles It in having a capital divided Into shares of stock. Most business corporations (as distinguished from eleemosynary corporations) are of this character.
Moneyed corporations are, properly speaking, those dealing in money or in the business of receiving deposits, loaning money, and exchange; but in a wider sense the term is applied to all business corporations haying a money capital and employing it In the conduct of their business. Mutual Ins. Co. v. Erie County, 4 N. Y. 444; Giilet v. Moody, 3 N. Y. 481; Vermont Stat. 1894, | 3674; Hill v. Reed, 16 Barb. (N. Y.) 287; In re California Pac. R. Co., 4 Fed. Cas. 1,060; Hobbs v. National Bank, 101 Fed, 75, 41 C C. A. 205.
Municipal corporations. See that title.
Public-service corporations. Those whose operations serve the needs of the general public or conduce to the comfort and convenience of an entire community, such as railroads, gas, water, and electric light companies. The business of such companies is said to be "affected with a public interest" and for that reason they are subject to legislative regulation apd control* to a.greater extent than corporations not of this character.
Quasi corporations. Organizations resembling corporations; municipal societies or similar bodies which, though not true corporations in all respects, are yet recognized, by statutes or immemorial usage, as persons or aggregate corporations, with precise duties which may be enforced, and privileges which may be maintained, by suits at law. They may be considered quasi corporations, with limited powers, co-extensive with the duties Imposed upon them by statute or usage, but restrained from a general use of the authority which .belongs to those metaphysical persons by the common law. Scates v. King, 110 111. 456; Adams v. Wiscasset Bank, 1 Me. 361, 1 Am. Dec. 88; Lawrence County v. Railroad Co., 81 Ky. 227; Barnes v. District of Columbia, 91 U. 8. 552,- 23 L. Ed. 440.
This term is lacking in definiteness and precision. It appears to be applied indiscriminately (a) to all kinds of municipal corporations, the word "quasi" being introduced because it Is said that these are not voluntary organisations like private corporations, but created by the legislature for its own purposes and without reference to the wishes of the people of the territory affected; (b) to all municipal corporations except cities and incorporated towns, the latter being considered the only true municipal corporations because they exist and act under charters or statutes or incorporation while counties, school districts, and the like are merely created or set off under general laws; (c) to municipal corporations possessing only a low order of corporate existence or the most limited range of corporate powers, such as hundreds in England, and counties, villages, and school districts in America. .
Quasi public corporation. This term is sometimes applied to corporations which are not strictly public, in the sense of being organized for governmental purposes, but whose operations contribute to the comfort convenience, or welfare of the general public, such as telegraph and telephone companies, gas, water, and electric light companies, and irrigation companies. More commonly and more correctly styled "public-service corporations." See Wiemer v. Louisville Water Co. (C; C.) 130 Fed. 251; Cumberland Tel. Co. v. Bvansville (C. C.) 127 Fed. 187; McKim v. Odom, 3 Bland (Md.) 419; Campbell v. Watson, 62 N. J. Eq. 396, 50 Atl. 120.
Spiritual corporations. Corporations, the members of which are entirely spiritual persons, and incorporated as such, for the furtherance of religion and perpetuating the rights of the church.
Trading corporations. A trading corporation is a commercial corporation engaged in buying and selling. The word trading," is much narrower in scope than "business," as applied to corporations, and though a trading corporation is a business corporation, there are many business corporations which are not trading companies. Dartmouth College v.
Woodward, 4 Wheat .669, 4 I* Ed. 629; Adams v. Railroad Co., 1 Fed. Cas. 92.
Tramp corporations. Companies chartered in one state without any intention of doing business therein, but which carry on their business and operations wholly in other states. State v. Georgia Co., 112 N. C. 34, 17 S. E. 10,19 L. R. A. 485.
Synonyms. The words "company" and "corporation" are commonly used as Interchangeable terms. In strictness, however, a company is an association of persons for business or other purposes, embracing a considerable number of individuals, which may or may not be incorporated. In the former case, it is legally a partnership or a joint-stock company; in the latter case, it is properly called a "corporation." Goddard v. Railroad Co., 202 111. 362, 66 N. E. 1066; Bradley Fertilizer Co. v. South Pub. Co., 4 Misc. Rep. 172, 23 N. Y. Supp. 675; Com. v. Reinoehl, 163 Pa. 287, 29 Atl. 896, 25 L R. A. 247: State v. Mead, 27 Vt 722; Leader Printing Co. v. Lowry, 9 Okl. 89, 59 Pac. 242. For the particulars in which corporations differ from "Joint-Stock Companies" and "Partnershins." see those titles.
Less...
