English Common La w.—Three distinct fac tors are to he recognized as essential to the existence of a corporation: (I) One or more natural persons, who are the incorporators, or so-called members; (2) one or more trustees, managers. or directors, who have the general control of its affairs, and may or may not include all, and be coincident with, the in corporators; and (3) the corporation, or arti ficial person, created by the fiat of the law, and always separate and distinct from both its members and its trustees or managers. It is this separate existence, as a legal entity, which distinguishes it from a partnership and from a joint-stock company.
Classification.—Corporations are classified as to either the number of members, or the objects for which they are formed, or the fullness and completeness of their powers. With regard to the number of members, they are either aggregate or sole. An aggregate corporation has more mem bers than one, and is the more common form. A sole corporation consists of a single member and his successors, who are by law invested with the same capacities as an aggregate corporation. Thus the King of England, or a bishop, is a sole corporation. A very few sole corporations exist in the United States. In New York, for example, a joint - stock company composed of seven or more members may sue and be sued in the name of its president, and the president is for this purpose a sole corporation.
With respect to the purposes of their exist ence, corporations are classified as ecclesiastical and lag, and the lay are subdivided into civil and eleemosynary. Ecclesiastical corporations are concerned wholly with religious matters. includ ing the management of ecclesiastical property, and are composed wholly of spiritual persons, as distinguished from laymen. There are none such, properly so-called, in the United States. An eleemosynary corporation is one formed for purposes of charity. in the legal sense of that word, i.e., general public benefit and utility. Examples are found in schools, colleges, and hospitals. Civil corporations are those that are formed for temporal purposes. They are either (1) public, or municipal, i.e. created for governmental purposes, such as cities and vil lages; or (2) private, including others of a civil nature, such as railroad companies and manufac turing and general business corporations. Since municipal corporations are part of the machinery of government, they may be dissolved, restricted, or modified at the will of the legislature; but an act which creates a private corporation has in the United States been deemed to be in the nature of a contract. acid (because of that provision of the United States Constitution which forbids the States to pass any laws impairing the obliga tion of contracts) cannot be repealed or materially altered or impaired against the will of the cor poration. The operation of this rule is obviated in some States by constitutional provisions. or by special clauses in the acts creating corpora tions, to the effect that the legislature shall have over to abrogate or modify such acts. The
divisions of corporations with reference to their powers is into complcfr, and quasi. Those are quasi which possess some, but not all, of the ordinary powers of a corporation. Counties, school districts, and in some States, as New York, towns. afford examples of quasi corporations.
The methods of creating corporations are by charter or letters patent from the Crown, by legislative act, and by prescription. Some cor porations which trace their origin to royal charter exist in the United States; while others may be found which derive their franchise from immemorial usage or prescription: but the most common mode of forming them is by act of the legislature. This latter method is either by special act or charter, or by a general law which enables persons so desiring, by conforming to prescribed conditions and formalities, to become ipso facto a corporation. The formation under a general law is most favored, and is made manda , tort` by the Constitution of some of the States.
Corporate Powers.—The powers of a corpora tion are those given by its charter. or the general law under which it is organized, or fixed and determined by usage when it exists by prescrip tion, together with those which are implied by law as reasonably necessary or proper to enable it to exercise its express powers, and to realize the objects for which it exists. They include the power to make contracts: to sue and be sued; to hold property: to have a corporate seal; to make by-laws: and to elect and remove members and officers. If it exceed its proper functions, it is said to act ultra riffs. A con tract ultra rires is. according to the weight of authority, void ; but money paid, or the value of property given, to a corporation under an ultra rives contract may be recovered under theory of quasi contract (q.v.). In a few jurisdictions, New York, for example, if the person dealing with a corporation has performed on his part an ultra riffs contract, the corporation is held to be estoppel from setting up its want of power. (See EsToem..) Corporations have been held liable for torts resulting from their negligent per formance of an act, whether authorized or un authorized, and it is now generally held that a corporation may be liable for any tort, the malice or negligence of the agent being imputed to the corporation. It was formerly held that a corporation could legally perform no act except under its corporate seal ; but it may now act without a seal where natural persons may do so. The quantity of land which ft corporation may hold is usually fixed by its charter, or a general law,•anl is commonly restricted in this country to so much as is necessary for the proper con ducting of its business. A corporation has never been held liable for a crime, except in cases where injury has resulted from its neglect of a duty required of it by law, or for nuisance.