ion of persons which is treated
in many respects as if it were itself a person. It has rights and duties
of its own which are not the rights and duties of the individual members
thereof. Thus a corporation may own land, but the individual members of
the corporation have no rights therein. A corporation may owe money, but
the corporators as individuals are under no obligation to pay the debt.
The rights and duties descend to the successive members of the
corporation. This capacity of perpetual succession is regarded as the
distinguishing feature of corporations as compared with other societies.
One of the phrases most commonly met with in law-books describes a
corporation as a society with perpetual succession and a common seal.
The latter point, however, is not conclusive of the corporate character.
The legal attributes of a corporation have been worked out with great
fulness and ingenuity in English law, but the conception has been taken
full-grown from the law of Rome. The term in Roman law corresponding to
the modern corporation is _collegium_; a more general term is
_universitas_. A _collegium_ or _corpus_ must have consisted of at least
three persons, who were said to be _corporati--habere corpus_. They
could hold property in common and had a common chest. They might sue and
be sued by their agent (_syndicus_ or _actor_). There was a complete
separation in law between the rights of the _collegium_ as a body and
those of its individual members. The _collegium_ remained in existence
although all its original members were changed. It was governed by its
own by-laws, provided these were not contrary to the common law. The
power of forming _collegia_ was restrained, and societies pretending to
act as corporations were often suppressed. In all these points the
_collegia_ of Roman closely resemble the corporations of English law.
There is a similar parallel between the purposes for which the formation
of such societies is authorized in English and in Roman law. Thus among
the Roman _collegia_ the following classes are distinguished:--(1)
Public governing bodies, or municipalities, _civitates_; (2) religious
societies, such as the _collegia_ of priests and Vestal Virgins; (3)
official societies, e.g. the _scribae_, employed in the administration
of the state; (4) trade societies, e.g. _fabri_, _pictores_,
_navicularii_, &c. This class shades down into the _societates_ not
incorporated, just as our own trading corporations
|