CORPORATION (Lat. corporatio, from porare, to embody, from corpus, body; the classi cal terms were corpus, anircrsitas, collcgiunt)s notnan and Civil La•.—The legal concep tion of the corporation was clearly worked out at Roman law. As a ship remains the same ship, although all its parts he gradually renewed by successive repairs: as a human body remains the same body, although waste and repair periodically change all its minutest particles: so a body of human beings, like a bench of judges, a legion, or the Roman people, remains the same body in spite of all changes in its composition (Alfenus. in Digest, .5, 1. 76). In all cases in which such a body of persons is recognized as a separate legal entity—in all cases, that is, in which the body itself is re garded as owning property, holding claims, and owing debts—a corpus or unire•sitas exists; where, on the other hand, the members of an association are treated as joint proprietors, joint creditors, and joint debtors. all that exists is a societas or partnership.
The Roman law recognized both private and public corporations. Private corporations (at least in the Imperial period) could not be estab lished except by special authorization or under certain general statutes. In the field of public law, the towns (ntUnicipia), or, rather, the town councils (collegia decurionum), were regarded as corporations: and the Imperial treasury (fiscus) was recognized as an entity distinct from the Empire. 'From this latter theory was derived the valuable conclusion that the fiscus could be sued by private persons to recover property or enforce contractual claims. Charitable corporations were recognized; when the Empire became Christian, churches and monasteries received the rights of corporations; but where property was devoted to a permanent charitable use (pin causa) it was not necessary to give it to an existing chari table corporation nor to create a new corpora tion to hold it. The Roman law did not treat the persons who administered such property as titular owners subject to a trust, nor was it usual, as at English law, to incorporate boards of managers and to treat the corporations thus created as owners of the property. The Roman
law, in its final development, treated the founda tion itself as a legal entity, and viewed the persons who managed the property as mere officers and representatives of the foundation.
Modern civil law uses these Roman concep tions without substantial change. The German jurist Gierke. indeed. maintains that medieval German law developed, and modern jurisprudence is bound to recognize, a third type of association, intermediate bet Nveen corporation and partner ship, which he terms the fellowship (Genossot fellaft): but his theory has obtained no legisla tive or judicial recognition. The German civil code (189G) declares that "societies which are not incorporated are governed by the rules relating to partnership." As regards the theory of the 'juristic person,' modern civilians generally regard corporations and foundations as persons only by virtue of a legal fiction. Thislegal is generally re garded as useful and indeed necessary; but a few writers regard it as unnecessary and harm ful. These assert that a corporation is nothing but a plurality of natural persons acting under special rules as regards presentation (i.e. agency) and governed by special rules as regards succession ; and they assert that harm is done by obscuring the fact that the private corporation is simply a particular method in which natural persons hold property and do business. Still another school maintains that permanent asso ciations, public and private. have a character and a will which are not the sum or the resultant of the characters and wills of the individuals who compose them; and that such associations have thus a true personality which the law does nut create, but merely recognizes. This is sometimes described as the anthropomorphic theory.