[their successors, just as natural persons may for themselves, their executors and administrators; but a sole corporation cannot take goods in his corporate capacity; because such moveable property is liable to be lost or embezzled, and would raise a multitude of disputes between the successor and executor; which the law is careful to avoid (m). Yet here a considerable distinction must be made. For if such sole corporation be the representative of a number of persons; as the master of a hospital, who is a corporation for the benefit of the poor brethren (n); or the dean of some antient cathedral, who stands in the place of, and represents, in his corporate capacity, the chapter; such sole corporations as these have, in this respect, the same powers as corporations aggregate, and may take personal property or chattels in succession. And, therefore, a bond to such a master, or dean, and his successors, is good in law; and the successor shall have the advantage of it, for the benefit of the aggregate society of which he is in law the representative (o). Whereas, in the case of sole corporations, which represent no others but themselves, as bishops, parsons, and the like, no chattel interest can regularly go in succession; and therefore, if a lease for years be made to the Bishop of Oxford and his successors, in such case his executors or administrators, and not his successors, shall have it (p).] As to land and other real property the law is different for corporations, whether aggregate or sole, may purchase land and hold the same to them and their

(m) Co. Litt. 46; 1 Bl. Com. p. 478. Blackstone states in another place (vol. ii. p. 431), that if such chattel interest were allowed to descend to a successor, the property itself would be in abeyance from the death of the owner till a successor be appointed; which is contrary to the nature of a chattel in

terest.

(n) Blackstone (vol. ii. ubi sup.) adds, as another example, "an abbot or prior by the old law before the Reformation, who represented the whole convent."

(0) Dyer, 48; Byrd v. Wilford, Cro. Eliz. 464.

(p) Co. Litt. ubi sup.

successors as natural persons may to hold to them and their heirs (q); though their power of holding land is subject to the provisions of the statutes of mortmain, of which we have spoken in a former place (r); and aggregate corporations are also in general subject to restrictions with regard to the alienation of their lands, a point to which we have also had occasion elsewhere to refer more at large (s).

These incidents belong as of course to all bodies corporate; and result from the very act of incorporation, without any express mention being made of them in the charter. But they do not attach to any bodies of persons unincorporated; however connected they may be in point of social position, or however united by express compact. Thus the inhabitants of a particular parish are not capable, without being incorporated, of holding lands to them and their successors; though they are capable of receiving a general grant of incorporation, which would enable them to hold such an inheritance (t). And though a voluntary society of individuals should unite together by mutual agreement for common purposes, should provide a com

(1) The Case of Sutton's Hospital, 10 Rep. 30; et vide sup. vol. I. p. 455.

(r) Vide sup. vol. 1. pp. 454— 463.

(8) Vide sup. vol. I. pp. 473, 474. (t) Ashby v. White, Lord Raym. 951; S. C. 3 Salk. 18; 12 Rep. 121. It is to be observed, however, that there is much property in lands and houses throughout the kingdom which is said, properly, to belong to the parish. Such property has generally been given or devised to charitable purposes connected with the poor of that parish; but the instrument of gift or will is often lost, and the trustees not known. In some instances too it happens that

VOL. III.

the property is given or devised not to any individual trustees, but to the overseers, &c. in trust, though these officers are not competent in law to hold to them and their successors. (See 9th Poor Law Rep. p. 29.) To meet these inconveniences and some other connected with such parish land there exist some legislative provisions. See 59 Geo. 3, c. 12, ss. 12, 17, 24, 25 (Ex parte Vaughan, Law Rep., 2 Q. B. 114); 5 & 6 Will. 4, c. 69, s. 5; 5 & 6 Vict. c. 18; 22 Vict. c. 27, s. 4. As to the analogous case of land purchased for the public purposes of a county, see 21 & 22 Vict. c. 92, amended by 34 Vict. c. 14.

C

mon stock by subscription, and should subject themselves to laws of their own creation for the government of their society,--yet all this will not entitle them to the privilege of suing or being sued in their social capacity, or protect them from individual liability (u). Indeed, on the other hand, it has been held that for any persons to assume to themselves the character of a corporation, and to attempt to act and to hold themselves out as such without a charter, is an invasion of the royal prerogative, and in the nature of a criminal offence at the common law (x).

It is obvious that some of the incidents above pointed out as belonging to corporations, particularly that of the members being exempt from personal and individual liability,―operate strongly to the advantage of persons associated in great numbers for common objects, and more especially for objects of a commercial kind. Yet, as the law stood until a recent period, the only method by which these privileges or any of them could be obtained by any association of persons, was that of procuring itself to be formed into a corporation. And this could be done (as we have seen) only by act of parliament or by royal charter (y); while on the other hand, when such incorporation was once obtained, these privileges all attached, as of course, and without any exception or restriction, to these persons and their successors for This state of things gave rise, as the spirit of commercial enterprise advanced, to great dissatisfaction among large classes of the community; there being many cases in which the solicitation of associated persons to be formed into a body corporate, with all its attendant privileges, was found to be ineffectual, owing to the caution exercised both by parliament and the advisers of the crown, in reference to this subject ;-a caution suggested

ever.

(u) See Attwood v. Small, 7 B. & C. 390; Bramah v. Roberts, 3 Bing. N. C. 963; Todd v. Emly, 8 Mee. & W. 505; et sup. vol. II. p. 100.

(a) See Duvergier v. Fellowes, 5 Bing. 248; S. C. in error, 10 B. & C. 826.

(y) Vide sup. p. 9.

by the fact, which experience had so fully established, that the enterprises of such associations are sometimes of rash or fraudulent conception, and of ruinous consequence to those who are tempted to become subscribers (z). The desire, however, to obviate this dissatisfaction, as far as consistent with the welfare of the public at large, at length induced the legislature to make the experiment of authorizing the crown to create bodies corporate, to which some only of these common-law privileges should attach, or to which they should attach in a partial or modified sense, or which should be for a limited period only, or subject in some other respect to restrictive regulation. Accordingly, by statute 7 Will. IV. & 1 Vict. c. 73, her Majesty was empowered by letters-patent to grant to any company or body of persons associated for any trading or other purposes whatever, although not incorporated by such letters-patent, any privileges which, according to the common law, it would be competent to the crown to grant to any such company by charter of incorporation.

In the same spirit, but with still more departure from the principle of the common law, than in the instance of companies partially incorporated under the above statute, have been since passed a variety of Acts for the formation of Joint-Stock Companies, which may perhaps be accurately defined as qualified corporations, constituted neither by charter, Act of Parliament, or letters-patent, but by the act of the members themselves, and the interest of every member whereof is freely transferable without the consent of the rest (a). The latest of these Joint-Stock Companies Acts are the 25 & 26 Vict. c. 89, known as "The Com

(*) By recent provisions, any director, member or public officer of any body corporate or public company, in certain specified cases of fraud, is made guilty of a misdemeanor, and may be punished by imprisonment or penal servitude. See 24 & 25 Vict. c. 96, s. 81. By c. 95,

a previous Act on the same subject (20 & 21 Vict. c. 54) is repealed.

(a) The appellation of such companies seems to have been derived from the fact, that they usually consist of a great number of persons with a capital, or joint stock, proportionably large.

panies Act, 1862," and the 30 & 31 Vict. c. 131, known as "The Companies Act, 1867," in which two statutes most of the existing enactments of the legislature on this subject will be found (b). Of these provisions, the first which invites attention is a general one which declares that any seven or more persons, associated for any lawful purpose, may, by subscribing their names to a Memorandum of Association (c), and otherwise complying with the requisitions of the Acts in respect of registration, form themselves into an incorporated company, with or without limited liability (d). And, further, that no company or association, consisting of more than twenty persons, shall be formed for the purpose of carrying on any business that has for its object the acquisition of gain to the association, or the individual members thereof, unless it is registered under the Acts (e).

Upon due registration, the Registrar of Joint Stock Companies-an officer appointed by and under the superintendence of the Board of Trade (ƒ), is to certify, under

(b) See also 33 & 34 Vict. c. 104 ("The Joint Stock Companies Arrangement Act, 1870'), passed to facilitate compromises and arrangements between the creditors and shareholders of companies in liquidation.

(c) 25 & 26 Vict. c. 89, s. 6. The Memorandum of Association may, in the case of a company "limited by shares" (as hereafter mentioned), and shall, in the case of a company "limited by guarantee," or "unlimited," (as hereafter mentioned,) be accompanied, when registered, by Articles of Association, signed by the subscribers to the Memorandum of Association, and prescribing such regulations for the company as they deem expedient. Such articles may adopt all

or any of the provisions contained in Table A. in the First Schedule to this Act. (Sect. 14.)

(d) Sect. 6.

(e) Sect. 4. Banks, however, are excepted from this provision and otherwise dealt with as explained hereafter in the chapter on banks (vide post, chap. XIV.) There are also some other excepted cases not requiring registration, though the company or association be established for gain, and consists of more than twenty persons: as, 1. Any company or association formed in pursuance of some other Act or letters-patent; and, 2. Any mining company within and subject to the jurisdiction of the Stannaries. (Ibid.)

(f) Sect. 174.