Definition
A corporation is an artificial legal person created by law — distinct from the natural persons who compose it — endowed with the capacity of perpetual succession, the ability to sue and be sued, to hold property, and to act in its own name. Its defining characteristic is legal separateness: the corporation exists independently of the lives, identities, and changing membership of its individual members or shareholders. Liabilities of the corporation are its own; members are generally not personally liable for corporate obligations.
Several recognized distinctions run through the law of corporations:
1. Public corporation: Created by government authority for governmental or public purposes; its interests and operations belong to the public. Municipal corporations — cities, boroughs, counties — are the primary example.
2. Private corporation: Founded on private initiative, typically by charter or statutory filing, even if chartered by government and devoted to broadly public uses. A hospital, college, or business enterprise incorporated under state law is a private corporation regardless of how public its mission may appear.
3. Aggregate vs. sole corporation: A corporation aggregate consists of multiple members united under a single legal identity. A corporation sole consists of a single individual in an official capacity and their lawful successors — a form rooted in ecclesiastical law.
4. Civil vs. eleemosynary corporation: Civil corporations are organized for commercial or governmental purposes. Eleemosynary corporations are organized for charitable purposes — perpetual distribution of bounty or alms, such as hospitals and colleges.
5. Stock vs. non-stock corporation: Stock corporations issue shares representing ownership interests. Non-stock corporations — common in the nonprofit and membership-organization contexts — have members rather than shareholders.
Common Language
Modern common usage (Wiktionary): A body corporate, created by law or under authority of law, having a continuous existence independent of the existences of its members, and powers and liabilities distinct from those of its members.
Historical common usage (Webster's 1913): A body politic or corporate, formed and authorized by law to act as a single person, and endowed by law with the capacity of succession; a society having the capacity of transacting business as an individual.
The common-language definitions are unusually close to the legal ones here — both Webster's and Wiktionary capture the core: legal personhood, succession, and capacity to act. What they understate is the significance of limited liability, the separation between corporate obligations and member obligations, and the constitutional dimensions of corporate personhood that have generated enormous legal controversy. The legal concept carries weight in constitutional, tax, agency, and contract law that no general dictionary entry captures.
Common Confusion
CORPORATION VS. OTHER BUSINESS FORMS
A corporation is not a partnership, limited liability company, or unincorporated association, though all may limit personal liability to varying degrees. The corporation is specifically a creature of statute — it does not exist until legally formed under an authorizing law. An LLC shares the liability-shield feature but is a distinct legal entity governed by separate statutory frameworks and treated differently in tax law. Historically, the corporation was the only vehicle for achieving perpetual succession and transferability of interests; other forms did not offer equivalent structural features.
Core Elements
For a body to qualify as a corporation in the legal sense, the following structural attributes must be present or conferred:
1. Legal creation: The entity must be formed pursuant to legal authority — historically by royal charter or legislative act; in modern practice, by filing articles of incorporation under applicable state or federal statute.
2. Artificial personality: The corporation exists as a legal person separate from its members, capable of holding rights and incurring obligations in its own name.
3. Perpetual succession: The corporation continues to exist notwithstanding changes in membership, death of shareholders, or transfer of interests. The entity outlives its founders.
4. Capacity to act: The corporation may sue and be sued, enter contracts, acquire and convey property, and exercise powers granted by its charter and governing law.
5. Separation of liability: Corporate debts and obligations attach to the corporation, not to its members — the foundation of the limited liability principle.
Recognized Forms
/SUBTYPES
Close corporation: A corporation with a small number of shareholders, often subject to special statutory treatment permitting simplified governance and restrictions on transfer of shares.
Professional corporation (PC): A corporation formed by licensed professionals — physicians, attorneys, accountants — under statutes that permit incorporation while preserving certain professional liability rules.
Benefit corporation (B corporation): A statutory form recognized in a growing number of jurisdictions that formally requires consideration of social and environmental purposes alongside shareholder return.
S corporation: Not a distinct entity type but a federal tax election available to qualifying small corporations, permitting pass-through taxation while retaining corporate legal structure.
Municipal corporation: A public corporation chartered to govern a defined locality — city, town, borough, or county.
Nonprofit corporation: A corporation organized not for profit distribution but for charitable, educational, religious, or other qualifying purposes; subject to distinct tax treatment and governance rules.
Why It Matters in Research
The term corporation appears throughout the Law Mind corpus in contexts ranging from constitutional law to tax law to equity, and the meaning shifts depending on era and jurisdiction. Researchers should note several navigational points:
Historical sources use corporation to cover municipal and governmental bodies as freely as commercial enterprises. When a nineteenth-century case discusses corporate powers or corporate liability, determine at the outset whether the entity is a municipal corporation, a charitable corporation, or a business corporation — the legal rules differ substantially and are not interchangeable.
The public/private distinction is pivotal. Black's first edition reproduces the foundational formulation — a public corporation is one founded by government for public purposes where the whole interest belongs to government; if the foundation is private, the corporation is private however public its uses. This distinction traces directly to constitutional protections. Private corporations hold charter rights that may be enforceable against legislative interference; public corporations generally do not.
The ultra vires doctrine runs through historical corporate law with a force that modern researchers may underestimate. Historically, corporations could act only within the powers granted by charter. Acts outside those powers were void or voidable. Modern statutes have largely displaced the doctrine for business corporations, but historical sources — particularly pre-twentieth century — must be read with ultra vires in mind when evaluating what a corporation could legally do.
Corporate personhood in constitutional contexts has evolved substantially. The capacity of corporations to assert constitutional rights — due process, equal protection, First Amendment — is a contested area. Historical dictionary sources define corporations as artificial persons without engaging this question; it requires separate constitutional research.
Jurisdictional formation rules matter enormously. Delaware dominates modern American corporate formation for large enterprises but not all. Different states impose different default governance rules. Pre-twentieth-century research must identify the chartering jurisdiction with care.
The S corporation entry in this corpus addresses the federal tax election, not a separate legal entity type — useful to distinguish when navigating business organization materials.
Historical Dictionary Support
The historical sources converge on a common core: the corporation is an artificial person, endowed by law with perpetual succession, and capable of acting as a single individual regardless of the number or identity of its members. Kent's Commentaries, cited by both Black's first edition and Burrill, supplies the foundational formulation: a franchise possessed by one or more individuals subsisting as a body politic under a special denomination.
Burrill's entry is notable for its Latin roots — corporatio, corpus corporatum — and its dual emphasis on both artificial personhood and the succession mechanism, quoting Story's treatment in the Dartmouth College line of cases. Anderson's definition adds the Blackstonian description — "invisible, intangible, and existing only in contemplation of law" — which became the standard judicial shorthand.
Bouvier's contribution is primarily taxonomic, cataloguing the subdivisions: spiritual vs. lay, civil vs. eleemosynary, public vs. private. Bouvier also provides useful operational detail on corporate powers incident to incorporation: perpetual succession, power to sue, power to take and grant property — powers that attach automatically upon incorporation rather than requiring express charter grant.
Rapalje & Lawrence is sparse on definition but captures a practical dimension: a corporation is "a collection of persons having in the estimation of the law an existence and rights distinct from those of its individual members," a formulation that emphasizes the relational and evidentiary reality of dealing with a corporation as a legal actor.
Black's second edition's treatment of the public/private distinction, reproducing the holding that a corporation remains private in law even if its uses are extensively public, reflects the Dartmouth College v. Woodward legacy and is essential background for any research involving corporate charter rights in the nineteenth century.
One gap across all historical sources: none meaningfully addresses limited liability as a defining feature. Modern corporate law places the liability shield at the center of the concept. Historical definitions emphasize personality and succession rather than liability separation — a doctrinal evolution that researchers must supply from case law and statutory history rather than from the dictionary sources alone.
Jurisdictional Note
Corporate formation and governance are matters of state law in the United States. The state of incorporation governs internal affairs — shareholder rights, director duties, governance structure — while federal law governs securities regulation, taxation, and certain constitutional questions. England and Commonwealth jurisdictions use company law frameworks (the Companies Act) that parallel but differ from American corporate statutes in terminology and structure. Researchers moving between American and English historical sources should not assume interchangeability of terms such as memorandum, articles, shares, and directors without verifying the applicable statutory regime.
Encyclopedia Cross-Reference
Corporate Formation — Corporate Types (Close, Professional, Benefit Corporations) (The Law Mind Business Organizations & Corporate Law Encyclopedia)
Corporate Formation — Corporate Purpose, Powers, and Ultra Vires Doctrine (The Law Mind Business Organizations & Corporate Law Encyclopedia)
Corporate Formation — S Corporations (Tax Election and Requirements) (The Law Mind Business Organizations & Corporate Law Encyclopedia)