It has been held that a public corporation is one that cannot carry out the purposes of its organization without certain rights un der its charter from the commonwealth, and that mere private corporations are those that need no franchise from the state to carry out such purposes; Allegheny Co. v. Diamond Market, 123 Pa. 164, 16 At]. 619. But Judge Thompson doubts as to whether these divisions promote clear conceptions of the law ; 1 Thomp. Corp. § 22; he con siders that a more practical conception Would divide them into three classes: public municipal corporations, to promote the pub lic interest; corporations technically private but of quasi public character, such' as rail roads etc.; and corporations strictly pri vate; id. § 37.
The essence of a corporation consists "in a capaCity (1) to have perpetual succession in a special and in an artificial form; (2) to take and grant property, contract obliga tions, sue and 'be sued by its corporate name as an individual; (3) to receive and enjoy in common grants of privileges and ties; Thomas v. Dakin, 22 Wend. (N. Y.) 71.
By both the civil and the common law, the sovereign authority only can create a corporation,—a corporation by prescription, or so old that the license or charter which created it is lost, being presumed, from the long-continued exercise of corporate pow ers, to have been entitled to them by sover eign grant. In England, corporations are created by royal charter or parliamentary act ; in the United States, by legislative act of any state, or of the congress of the Unit ed States,—congress having power to create a corporation, as, for instance, a national bank when such a body is an appropriate instrument for the exercise of its constitu tional powers ; McCulloch v. Maryland, 4 Wheat. (U. S.) 424,•4 L. Ed. 579. In many or most of the states general acts' have been passed for the creation of certain classes of some corporations. And some state con stitutions have taken from the legislature the power to create them by special act.
All corporations, of whatever kind, are moulded and controlled, both as to what they may do and the manner in which they may do it, by their charters or acts of in corporation, which to them are the laws of their being, which they can neither dispense with nor alter. Subject, however, to such limitations as these, or such as general stat ute or constitutional law, may impose, every corporation aggregate has, by virtue of in corporation and as incidental thereto, first, the power of perpetual succession, including the admission, and, except in the case of mere stock corporations, the removal for cause, of members ; second, the power to sue and be sued, to grant and to receive grants, and to do all acts which it may do at all, in its corporate name; third, to pur chase, receive, and to hold lands and other property, and to transmit them in succes sion; fourth, to have a common seal, and to break, alter, and renew it at pleasure; and, fifth, to make by-laws for its government, so that they be consistent with its charter and with 'law. It may, within the limits of its
charter or act of incorporation express or implied, lawfully do all acts and enter into all contracts that a natural person may do or enter into, so that the same be appro priate as means to the end for which the corporation was created.
It is not obliged to use all its powers nn less its charter especially so requires ; Illi nois Trust & Savings Bank v. Doud, 105 Fed. 123, 44 C. C. A. 389, 52 L. R. A. 481.
A corporation is a creature of the state. It is presumed to he incorporated for the benefit of the public. It receives Certain special privileges and franchises and holds them subject to the laws of the state and the limitations of its charter. Its powers are limited by law. It can make no contract not authorized by its charter. Its rights to act as a corporation are only preserved to it ao long as it obeys the laws of its creation. There is a reserved right in the legislature to investigate its contracts and ascertain if it has exceeded Its powers; Wilson v. U. S., 221 U. S. 382, 31 Sup. Ct. 538, 55 L. Ed. 771, Ann. Cas. 1912A, 558. A corporation of one state may be made a corporation of another state in regard to property and acts within its territorial jurisdiction; Ohio & M. R. Co. v. Wheeler, 1 Black (U. S.) 286, 17 L. E. 130; Baltimore & 0. R. Co. v. Harris, 12 Wall. (U. S.) 65, 20 L. Ed. 354; Chicago & N. W. R. Co. v. Whitton, 13 Wall. (U. S.) 270, 20 L. Ed. 571; St. Louis R. Co. v. Vance, 96 U. S. 450, 24 L. Ed. 752; Clark v. Barnard, 108 U. S. 436, 2 Sup. Ct. 878, 27 L. Ed. 780 ; Martin v. R. Co., 151 U. S. 673, 14 Sup. Ct. 533, 38 L. Ed. 311; Louisville, N. A. & C. R. Co. v. Trust Co., 174 U. S. 552, 19 Sup. Ct. 817, 43 L. Ed. 1081; Mackay v. R. Co., 82 Com. 73, 72 Atl. 583, 24 L. R. A. (N. S.) 768 ; but the mere grant of privileges and powers to it as an existing corporation, without more, does not confer the power usually ex ercised over corporations by the state or by the legislature. The language used must im ply creation or adoption ; Pennsylvania R. Co. v. E. Co., 118 U. S. 290, 6 Sup. Ct. 1094, L. Ed. 83; Goodlett v. R. D.., 122 U. S. 391, 7 Sup. Ct. 1254, 30 L. Ed. 1230; St. Louis & S. F. R. Co. v. James, 161 U. S. 545, 16 Sup. Ct. 621, 40 L. Ed. 802. Where a corpo ration is. incorporated simultaneously in sev eral states, it exists in each state; Pinney v. Nelson, 183 U. S. 149, 22 Sup. Ct. 52, 46 L. Ed. 125. Where it is sued in one of such states it cannot escape the jurisdiction there of and remove the cause to the federal court ; Patch v. R. Co., 207 U. S. 277, 28 Sup. Ct. 80, 52 L. Ed. 204, 12 Ann. Cas. 518, distinguish ing Southern R. Co. v. Allison, 190 U. S. 326, 23 Sup. Ct. 713, 47 L. Ed. 1078. Where sever al corporations, each of a different state, are so consolidated by the co-operating legisla tion of those states as to assume a new cor porate form and name, the consolidated cor poration Is, in each of those states, a cor poration of such state; Patch v. R. Co., 207 U. S. 277, 28 Sup. Ct. 80, 52 L. Ed. 204, 12 Ann. Cas. 518, See MERGER.