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Page:Harvard Law Review Volume 2.djvu/135

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LAW OF BUSINESS CORPORATIONS. 117

" 1st To have perpetual succession. This is the very end of its incorporation, for there cannot be a succession forever without an incorporation, and therefore all aggregate corporations have a power necessarily implied of electing members in the room of such as go off.

2d. To sue or be sued, implead or be impleaded, grant or receive, by its corporate name, and do all other acts as natural per- sons may.

" 3d. To purchase lands and hold them for the benefit of them- selves and their successors, which two are consequential of the former.

"4th. To have a common seal. . . .

" 5th. To make by-laws or private statutes for the better govern- ment of the corporation, which are binding on themselves, unless contrary to the law of the realm, and then they are void."

The enumeration of Blackstone is given without substantial alteration by Kyd,^ though he adds that the last two powers are unnecessary for a corporation sole, and that the right to make by- laws is not inseparably incident to all kinds of corporations aggre- gate, for there are some to which rules may be prescribed ; and, further, that the list is not exhaustive. The first three capacities are reducible to this, that the fictitious person of the corporation shall have, in general, the capacity of acting as an actual person, so far as the nature of the case admits. Such must have been the recognized law ever since corporations, as we understand the word, existed ; for the conception of a corporation as a legal person, a conception going back farther than can be definitely traced, in- volves necessarily the consequence that before the law the cor- poration shall be treated like any other person. To this consequence there is a necessary exception in regard to such rights and duties as require an actual person for their subject.

The right and the necessity of having a corporate seal was probably in its origin simply the result of treating a corporation in the same way as an individual. The great antiquity of the custom of using seals is well known. It prevailed among the Jews and Persians,^ as well as among the Romans. It was spread over all the countries whose systems of law were borrowed from the Romans, and it was introduced into England by the Normans.^

1 Vol. i. p. 69. ~

^ 2 Blackst Com. 305 ; Genesis, xxxviii. 18 ; Esther, viii. 8; Jeremiah, xxxii. 10.

  • 2 Blackst. Com. 306.