And this right of making by-laws for their own government, not contrary to the law of the land, was allowed by the law of the twelve tables at Rome[1]. But no trading company is, with us, allowed to make by-laws, which may affect: the king's prerogative, or the common profit of the people, under penalty of 40𝑙. unleſs they be approved by the chancellor, treaſurer, and chief juſtices, or the judges of aſſiſe in their circuits: and, even though they be ſo approved, ſtill if contrary to law they are void[2]. Theſe five powers are inſeparably incident to every corporation, at leaſt to every corporation aggregate: for two of them, though they may be practiſed, yet are very unneceſſary to a corporation ſole; viz. to have a corporate ſeal to teſtify his ſole aſſent, and to make ſtatutes for the regulation of his own conduct.
There are alſo certain privileges and diſabilities that attend an aggregate corporation, and are not applicable to ſuch as are ſole; the reaſon of them ceaſing, and of courſe the law. It muſt always appear by attorney; for it cannot appear in perſon, being, as ſir Edward Coke ſays[3], inviſible, and exiſting only in intendment and conſideration of law. It can neither maintain, or be made defendant to, an action of battery or ſuch like perſonal injuries; for a corporation can neither beat, nor be beaten, in it's body politic[4]. A corporation cannot commit treaſon, or felony, or other crime, in it's corporate capacity[5]: though it's members may, in their diſtinct individual capacities[6]. Neither is it capable of ſuffering a traitor's or felon's puniſhment, for it is not liable to corporal penalties, nor to attainder, forfeiture, or corruption of blood. It cannot be executor or adminiſtrator, or perform any perſonal duties; for it cannot take an oath for the due execution of the office. It cannot be ſeiſed of lands to the uſe of another[7]; for ſuch kind of confidence is foreign to the end of
- ↑ Sodales legem quam volent, dum ne quid ex publica lege corrumpant, ſibi ferunto.
- ↑ Stat. 19 Hen. VII. c. 7. 11 Rep. 54.
- ↑ 10 Rep. 32.
- ↑ Bro. Abr. tit. Corporation. 63.
- ↑ 10 Rep. 32.
- ↑ The civil law alſo ordains that, for the miſbehaviour of a body corporate, the directors only ſhall be anſwerable in their perſonal capacities. Ff. 4. 3. 15.
- ↑ Bro. Abr. tit. Feoffm. al. uſes. 40. Bacon of uſes. 347.
