The Carolingians prohibited guilds, unless authorized, on the Continent, while the Canon ists, especially Innocent IV (1243-54 A.D.), evolved the doctrine that the corporation must be the creature of the state. As Maitland says: "Into its nostrils the state must breathe the breath of fictitious life, for otherwise it would be no animated body, but individualistic dust? These views found their way into English law by 1376, when "None but the King can make a corporation," which is still the rule. Although this "right to be a corporation" in recent times is now extended to all who comply with a few general provisions, and not by special grant to only a few persons, this has not changed the legal nature of the grant. The effect of such a grant is to convert the group of persons to whom the grant is made into 'a legal or juristic person," for the purposes specified, and give them a different legal status from what they otherwise would have. ((Person& signified the mask an actor wore to indicate his part in a play, and in law a ((person" is a subject of legal rights and obligations, and could be applied to either human beings or things. Amos says this idea had been applied to corporations long be fore Justinian (527-65 A.D.), but Pollock and Maitland say it is not so plainly written in the Roman law books that the Glossators (1100. 1250) or Bracton's master, Azo (c. 1230), grasped it. This corporate personality is often said to be invisible, incorporeal, intangible, im mortal, existing only in contemplation of law, a mystical body not found in the world of sense, an impalpable and intangible creation of human thought, a figure of speech, an abstraction, a fiction, a mere name.
' On the other hand it is said it "is no fiction, no symbol, no piece of State's machinery, no collective name for individuals, but a living organism, with body and members, and a will of its own, as visible as an army, and as real as any aggregate of men, a corpus corporatism, a body made up of several bodies." These are different sides of the same thing. A natural person is a natural organism, a physical body and a legal conception. A corporation is a conventional organism, a physical body and a legal conception. From the earliest times Greek and Roman corporations are found in possession of property, stated to be that of the corpus, and not of the members jointly. When they died no action de commune dividendo arose. In Rome what the corporation owed the mem bers did not owe, nor the reverse; the agent or slave of the corporation was not that of the members; its property was liable for its debts, but not for theirs, nor theirs for its; a member could be its debtor or creditor. What the greater part did was done by all; it took three persons to make a corporation but if reduced to one person, the corporation continued (stet no men universitas); it was doubtful if a mu nicipal body could be guilty of deceit (municipes dolo facere non possunt) ; a slave of the corpo ration could be required to testify against the members for he does not belong to them but to it (nec plurium serous corporis); and a municipality stood in the place of a person (persona vice fungitur). Such is the summary of the Digest provisions (c. 528 A.D.). These were not wholly clear to Middle Age lawyers. The churchmen knew Saint Paul's aWe are baptized to form one Body?) Church was lit rally 'the Lord's house," but ecclesia was the assembly of its members. Universitas signified a group, or association. From the 2d century church property had been under the control of the bishop. Early form books of the 7th cen tury suggested grants could be "to the church, built in honor of Saint Paul, to the monastery called X, where A is abbot." Gradually legists began to draw distinctions between universitas and other co-owners. The Canonists caught the idea and applied it to the church: "The Ecclesia is an Universitas; and the Universitas is a persona? This was fully worked out by Innocent IV (1243-54) and Bartolus (1314-57).
These general ideas were worked out anew in England. The course of development was through (1) church; (2) municipality; (3) guild; (4) regulated company; and (5) stock corporation. The Saxon who built a kitchen and "God-house" on his land thought he owned one as much as the other, although it was gradually realized that the pastor and his flock had some interests in the latter. Grants were usually made: aTo Saint Andrew and thy Church," at, etc.; "Saint Paul holds land," etc.; aM holds of Saint Peter"; 'Canons of L. hold"; ((The Church, the Abbey, or the Abbot of Ely holds," etc., had the same meaning. As these saints retired the rector, abbots and bishops seemed to become owners, but yet not in their own right hut as representatives of the Church, and as a succession of rectors, abbots, etc., so one could sue for the lands his predecessor had. possessed. So, too, there were groups, such as acanons of H.," or 'dean and chapter," "master and brethren," owning lands, who administered in meetings by resolutions, and who could sue and be sued. Such was being done before 1200 A.D.
Roman municipia were numerous over the Western world in the 1st century A.D., even in England. They were modeled after Rome, with magistrates, senate, assembly and "citizens," and were centres of local self-government. The Saxon invaders frequently used them for camps, but there seems to be no continuity of organiza tion. The aburh" — the fort on the hill, sur rounded by hedge or wall, at a cross roads or river ford, where defense was needed, a natural place for trade, an asylum for the tribe and administrative centre for a district,— with all sorts of persons and all kinds of tenure, with a reeve to collect dues, rents, fines,— was the land community on its way to corporate exist ence. As early as the 10th century it had pleas of life, liberty and land, and numerous local customs, and there was such a place in nearly every shire in Domesday survey, upon which a separate or special return was made. From Norman times, the °farm" of the borough had been rendered by the sheriff of the county. But the king was willing to accept a "composi tion," and the "burgesses," wishing to have the amount fixed, raised money to buy a acharterl) granting this privilege and confirming their customs. In 1130 Lincoln did this, and perhaps this had been done much earlier. In 1161-89 Henry II delivered "my borough of Cam bridge" to "my burgesses of Cambridge," to render same °farm" as before. John, in 1201, did the same to them and atheir heirs, to hold in inheritance of us." Edward II (1313) con firmed them to them and °their heirs and suc cessors"; and in 1382 Richard II confirmed a plea saying that the borough of Cambridge was tone body and one community incorporate in itself." After this numerous confirmations of the charters were made until finally in 1605 James I by charter declared the borough of Cambridge "shall be made and shall be one body corporate and politic in deed, fact and name by the name of the mayor, bailiffs and burgesses of the borough of Cambridge." As early as 1311 a borough is called a "corps"; in 1346 the "Commonalty of London" can sue "as a single person," and by 1391 they were "as perpetual as men of religion," while by 1430 "the Commonalty and bailiffs of Ipswich are by this name a person and an entire corps." That the minority should be bound by the will of the majority probably was taken from the church's doctrine of the major pars in church assemblies and the original practice of the Teutonic town-meeting. The franchises of the boroughs were various privileges of jurisdic tion, tenure, official, self-government, taxation, by-laws, mercantile trading, etc., as well as providing in their own way for the ((farm" of the borough.