corporation

This corporation, existing only by virtue of a law of Indiana, cannot be deemed to pass personally beyond the limits of that State… But it does not necessarily follow that a valid judgment could be recovered against it only in that State.

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An artificial person or legal entity created by or under the authority of the laws of a state or nation, composed, in seme rare instances, of a single person and his successors, being the incumbsnts 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 cohferred upon such bodies by law. See Case of Sutton's Hospital, 10 Coke, 32; Dartmouth College v. Woodward, 4 Wheat 518, 636, 657, 4 In Ed. 629; U. S. v. Trinidad Coal Co., 137 U. S. 160, 11 Sup. Ct. 57, 34 In Ed. 640; Andrews Bros. Co. v. Youngstown Coke Co, 86 Fed. 585, 30 C. C. A. 293; Porter v. Railroad Co., 76 111. 573; State v. Payne, 129 Mo. 468, 31 S. W. 707, 33 In 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 Atl. 758; Sovereign Camp v. Fraley, 94 Tex. 200, 59 S. W. 905, 51 In R. A. 898; Sellers v. Greer, 172 III. 549, 50 N. E. 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 imited under a common name, the members of which sucoeed 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. Civll 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 III. 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 & 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. It. Co. (C. C.) 18 Fed. 402; Swan v. Wliliams, 2 Mich. 434; People v. McAdamS, 82 III. 361; McKim v. Odom, 3 Bland (Md.) 418; Rundle 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 equiv-alent 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 banefit 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 In Ed. 629; 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 districte 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 "inunicipal" 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. Ecclesiastical 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 ecclesiastica 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. Co.rporations 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 different religious persuasions. Civ. Co.de 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, 369; 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 popniar 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 organised 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. Prae. (N. 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. McKim 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. 329; In re Independent Ins. Co., 13 Fed. Cas. 13; 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 corporation under the statute; an association of men claiming to be a legally incorporated company, and exercising the powers and functions of a corporation, but without actual lawful authority to do se. Foster v. Hare, 26 Tex. Civ. App. 177, 62 S. W. 541; Attorney General v. Stevens, 1 N. J. Eq. 378, 22 Am. Dee, 526; Manufacturing Co. v. Schofield, 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; Tuiare Irrig. Dist v. Shepard, 185 TJ. S. 1, 22 Sup. Ct. 531, 46 L. Ed. 773; In re Gibbs' Estate, 157 Pa. 59, 27 AU. 383, 22 In 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 having a money capital and employing it in the conduct of their business. Mutual Ins. Co. v. Erie County, 4 N. Y. 444; Giliet v. Moody, 3 N. Y. 487; 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 O. C. A. 205. Municipal corporations. See that title. Pnblic-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 rallroads, gas, water, and electric lig&t 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 and control to a greater extent than corporations not of this character. Quasi corporations. Organizations resembling corporations; mimicipal 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. S. 552, 23 L. Ed. 440. This term is lacking in definiteness and precision. It appears to be applied indiscriminately (a) to ali kinds of municipal corporations, the word "quasi" being introduced because it is said that these are not voluntary organizations 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 ali municipal corporations except cities and incorporated towns, the latter being considered the only true municipni corporations because they exist and act under charters or statutes of 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. Evansville (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 L. 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 In 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 E. 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 "Partnerships," see those titles.

An artificial person or being, capacity of perpetual succession, v. Body Civil corporation; Ecclesiastical corporation; ration; Municipal corporation; Private poration. Corporation aggregate: a several persons united into one body. ration consisting of one person only, and his ticular station.

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 individnal, (termed a “corporation sole,” ) or of a collection of several individuals, (which is termed a “corporation aggregate.”) 3 Steph. Comm, 166; 1B). Comm. 467, 469. A corporation is an intellectual body, cre ated by law, composed of individuals united under a common name, the members of which sueceed each other, so that the body continues always the same, notwithstanding the change of the individuais who compose it, and which, for certain purposes, is considered a natural person. Civil Code La. art. 427. A sorporation is an artificial person created by law for specific purposes, the limit of whose existence, powers, and liabilities is fixed by the act of incorporation, usually called its “charter.” Code Ga. 1882, § 1670, Classification. According to the accepted classification of corporations, they are first divided into public and private. A public corporation is one having for its object the administration of a portion of the powers of government delegated to it for that purpose; such are municipal corpora: tions, All others are private. Code Ga. 1882, § 1672. Corporations are either public or private. Publie corporations are formed or organized for the government of a portion of the state; all other corporations are private. Civil Code Cal. § 284. Public corporations are generally esteemed such as exist for political purposes only, such as towns, cities, parishes, and counties; and in many reporations are such only as are founded by the government for public purposes, where the whole interests belong also to the government. If, therefore, the foundation be private, though under the charter of the government, the corporation is private, however oxtensive the uses may be to which it is devoled, either by the bounty of the founder or the nature and objects of the institution. The uses may, in a certain sense, be called “publie, ” but the corporations are private, as much 80, indeed, as if the franchises were vested in a single person. 4 Wheat. 515, 562; 1 Wali. Jr. 275. All private corporations are divided into ecclesiastical and lay; the former are such as are composed of religious persons organized for spiriftial purposes, or for administering property held for religious uses; the latter are such as exist for secular or business purposes. Lay corporations are classified as eleemosynary or civil; the former are such as are created for the distribution of charities or for purposes falling under the head of “chavitable” in its widest sense, e. g., hospitals, asylums, colleges; the latter are organized for the facilitating of business transactions and the profit of the members. Corporations are also classed as aggregate or sole; as to this division, see CORPORATION AGGREGATE; CORPORATION SOLE.

An artificial legal change or succession of its contract, usually under a common by by-laws. It is a corporation son; aggregate, if of more ecclesiastical, if constituted purposes; lay, if constituted rations are divided into civil poses of profit, and eleemosynary, include municipal corporations, lages, and public corporations, terest or advantage, and private

[L. Lat. corporatio, corpus corporatum.] 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. Com. 166. 1 Bl. Com. 467, 469. Marshall, C. J., 4 Wheaton's i?. 518, 543. Thompson, J., 14 Peters' R. 122, 129. It is also defiined to be a franchise, and is otherwise denominated a bodg corporate and a body politic; sometimes a civil being, {ens civile,) and by the civilians a juridical, moral or fictitious person. 2 Bl. Com. 37. 2 Kent's Com. 267. Washington, J., 4 Wheaton's R. 518, 655. Angell <& Ames on Corp. Introd. 3 Salk. 102. 1 Mackeld. Civ. Law, 146, § 141. See Body corporate. Body politic, Ecclesiastical corporation. Lay corporation. Eleemosynary corporation. Civil corporation. Public corporation. Private corporation.