Corporation. This, in England, is either aggregate or sole. A corporation aggregate is a society of persons authorised by law to act as one person, and to perpetuate its existence by the admission of new members. Without such legal authority the acts of the society would be regarded only as the acts of the individuals, and the property of the society would descend to the heirs of the individual members. A corporation sole consists of one person, the holder of a public office, and his successors, such as the sovereign, a bishop, the vicar of a parish, and most perpetual curates. The only Scottish instance is the minister of the parish. A singular modern instance is the Treasury Solicitor. As regards property, however, some of the public departments represented by their chief—e.g. the Secretary of State for War—are also corporations sole—i.e. property transmits without conveyance to each holder of the office. There are also quasi corporations aggregate, such as the churchwardens in England, the Commissioners of Supply in Scotland, the heritors of a Scottish parish, who cannot hold land in succession, and have no common seal. An intermediate class consists of parochial boards and school boards, which can hold land, but have no common seal.
A corporation could formerly be established only by charter from the crown or act of parliament, unless, indeed, it existed by immemorial prescription; but of late years the exigencies of commerce have led to the passing of various enactments, by compliance with which any society of persons may acquire for themselves the character of a corporation (see COMPANY). Many important municipal charters were granted by ecclesiastical authority—e.g. till 1835 Newcastle had only a charter from the bishop of Durham. Boroughs, too, had frequently delegated from the crown, or some subject superior with royal rights, the power of incorporating trades or crafts within their own territory. The freedom of the crafts or of the merchant guild may in general be acquired by apprenticeship or by services in the army or navy (see GUILDS). A corporation always receives a corporate name, by which it sues and is sued, and it must possess a common seal, which is the proper evidence of its intentions and obligations. The majority of the members are entitled to act within the powers of the corporation, and may, by a bylaw, even delegate—except in the case of municipal corporations—the power of acting to a certain number of the members. For these acts none of its members are personally liable.
Corporations, whether aggregate or sole, are divided into ecclesiastical and lay, and the lay are subdivided into civil and eleemosynary. The ecclesiastical are such as are composed wholly of clergymen in their ecclesiastical capacity, and are chiefly for the purpose of holding ecclesiastical property. Civil corporations include municipal corporations, the universities, the colleges of physicians and surgeons, learned societies, and many trading companies incorporated. Eleemosynary corporations are for the administration of funds for charitable and pious purposes, such as hospitals, the colleges in universities, which, unlike the universities, the English law holds to be subject to visitation, &c. An important consequence of these distinctions is the effect it has on the right of visiting a corporation, or exercising a legal superintendence over its proceedings. The crown is the visitor of the archbishops, each archbishop is the visitor of his suffragan bishops, and each bishop is the visitor of all the ecclesiastical corporations in his diocese. Civil corporations have no visitor, but in both England and Scotland they are of course liable to be restrained by the courts where anything ultra vires is attempted. Eleemosynary corporations in England are visited by the founder and his heirs, or such persons as the founder appointed to be visitors, and in default of such persons, by the Court of Chancery. To some extent similar functions have devolved on the Charity Commissioners (q.v.).
A corporation may be dissolved by the death of all its members, or of such number as leaves not enough to make new elections in the way the charter requires; by forfeiture of the charter through breach of its conditions; by surrender of the charter; or by act of parliament. In all such cases the lands of the corporation revert to their several donors; the creditors, however, if any, being entitled in the first place to insist on a sale and distribution of the property, whether in a sequestration or otherwise.
Corporations, as has been pointed out in the American Civil Rights Act of Congress, are liable to the ordinary laws and treaties of the country, but are not citizens in the sense of exercising a political or municipal franchise. The American law has also had occasion to emphasise the distinction between public corporations which may be affected by legislation, while the written constitution of America prohibits any interference with the rights of a private corporation. Further, according to American law, the franchises of a corporation are treated as realisable assets for creditors. The amount of property which may be held by a corporation in the States is frequently limited in the act or charter; and as regards charitable and religious purposes, a general law forbids the holding of more than $50,000, or £10,000 worth. In the States less importance is attached to the use of the common seal of a corporation than in Britain. For trade corporations, see the article GUILDS.