artificial persons
Blackstone's separation, structure, and attributed source of corporations;
the separation
William Blackstone, Commentaries on the Laws of England, Book I, chapter I, star page 123; S94; F131;“Persons also are divided by the law into either natural persons, or artificial. Natural persons are such as the God of nature formed us; artificial are such as are created and devised by human laws for the purposes of society and government, which are called corporations or bodies politic.”
All artificial personality originates in law; within Blackstone's account of England, the erection of every corporation is attributed to the king's express or implied consent.
the separation is the starting point; this page follows the artificial branch;
the artificial person
Blackstone returns to the artificial branch in chapter XVIII, Of Corporations;
“… it has been found necessary, when it is for the advantage of the public to have any particular rights kept on foot and continued, to constitute artificial persons, who may maintain a perpetual succession, and enjoy a kind of legal immortality.”
“These artificial persons are called bodies politic, bodies corporate, (corpora corporata,) or corporations:”
Book I, chapter XVIII, star page 467; S293; F415;corpora corporata means “incorporated bodies”;
Blackstone describes successive members as “one person in law” and then as “a person that never dies”; in his taxonomy, artificial persons, bodies politic, bodies corporate, and corporations name the same legal class;
star page 468; S293; F415;
existing only in intendment of law
in a paragraph confined to the privileges and disabilities of an aggregate corporation, Blackstone records Sir Edward Coke's wording:
Book I, chapter XVIII, star pages 476–477; S298; F421–422;“It must always appear by attorney, for it cannot appear in person, being, as Sir Edward Coke says, invisible, and existing only in intendment and consideration of law.”
“its existence being ideal, no man can apprehend or arrest it.”
source: Blackstone describes an aggregate corporation as invisible, unable to appear in person, existing only in legal intendment and consideration, and ideal;
conclusion drawn here: the artificial person is not a natural body; writing, sealing, speaking, deciding, and every physical deed remain deeds performed by man kind; a man is required to pretend an artificial person exists;
aggregate and sole
corporation aggregate
“many persons united together into one society”, kept up through “a perpetual succession of members, so as to continue forever”;
star page 469; S294; F416;corporation sole
“one person only and his successors, in some particular station, who are incorporated by law”, particularly to supply perpetuity which they could not have “in their natural persons”;
star page 469; S294; F417;“In this sense, the king is a sole corporation”;
star page 469; S294; F417;Blackstone identifies the king as one kind of artificial person, incorporated by law in a particular station; he does not write that every other corporation is a subdivision, possession, or emanation of that corporation sole;
the attributed source in England
Book I, chapter XVIII, star page 472; S296; F418;“But, with us in England, the king's consent is absolutely necessary to the erection of any corporation, either impliedly or expressly given.”
common law
corporations existing by force of common law, to which former kings “are supposed to have given their concurrence”; Blackstone includes the king himself and offices held to be corporations virtute officii, meaning “by virtue of office”;
star pages 472–473; S296; F418;prescription
“the king's consent is presumed”; where no charter can be shown, “the law presumes there once was one” which was lost or destroyed;
star page 473; S296; F418;words in an Act of Parliament
“The methods by which the king's consent is expressly given are either by act of parliament or charter”; Blackstone calls royal assent “a necessary ingredient”;
star page 473; S296; F418;royal charter
the immediate creative act was “usually performed by the king alone, in virtue of his royal prerogative”;
star page 473; S296; F418;Blackstone writes “usually”, not always; he also says the other methods are “of the most part reducible” to letters-patent or charter; he separately writes that Parliament may perform the incorporation directly;
royal consent is universal within Blackstone's English account; direct erection through a surviving royal charter is not;
the editorial heading retains Act of Parliament; the source quotation retains Blackstone's printed lower-case “act of parliament”;
star pages 473–474; S296; F418–419;
where a subject is permitted to erect
Book I, chapter XVIII, star page 474; S297; F419;“The king, it is said, may grant to a subject the power of erecting corporations, though the contrary was formerly held: that is, he may permit the subject to name the persons and powers of the corporation at his pleasure; but it is really the king that erects, and the subject is but the instrument: for though none but the king can make a corporation, yet qui facit per alium facit per se.”
qui facit per alium facit per se means “he who acts through another acts himself”;
in that delegated route, Blackstone attributes the legal erection to the king even where the subject selects the persons and powers; the passage does not say that the artificial person performed a deed;
founder in the strict sense
“The founder of all corporations, in the strictest and original sense, is the king alone, for he only can incorporate a society”;
Book I, chapter XVIII, star page 480; S300; F424;Blackstone later distinguishes incorporation from the separate deed of endowment; the full distinction is retained in the end notes below;
source-bounded conclusion
Blackstone locates artificial personality in law;
in England, he attributes every corporation to royal consent—express, supposed, or presumed—but he does not supply evidence of an identifiable royal deed for every common-law or prescriptive corporation;
- Blackstone places “the king” within the artificial class as a corporation sole incorporated by law;
- common-law concurrence is supposed and a prescriptive charter is presumed;
- the parliamentary route prevents “the king alone directly chartered every corporation” from being an exact restatement;
- the legal attribution never changes which man wrote, sealed, spoke, decided, or performed a physical deed;
end notes and fuller source record
the following detail is retained for reference without interrupting the artificial-person argument above;
complete classification of corporations
Blackstone's first division is aggregate and sole; his second division crosses the first:
“Another division of incorporations, either sole or aggregate, is into ecclesiastical and lay.”
he then writes, “Lay corporations are of two sorts, civil and eleemosynary”; civil corporations are erected for temporal purposes; eleemosynary corporations are constituted for perpetual distribution of the founder's bounty;
star pages 469–472; S294–295; F416–418;
Blackstone gives town government, trading companies, medicine, natural knowledge, and antiquarian study as examples within civil corporations; he does not formally name municipal and trading corporations as further branches; the public/private/municipal taxonomy printed in the lower editorial notes is not Blackstone's main text;
corporate name, seal, powers, and incapacities
name
“Such name is the very being of its constitution; and, though it is the will of the king that erects the corporation, yet the name is the knot of its combination, without which it could not perform its corporate functions.”
star pages 474–475; S297; F419;
capacities
Blackstone lists perpetual succession, use of the corporate name, receiving and granting, holding land, a common seal, and by-laws among the incidents of an aggregate corporation;
“For a corporation, being an invisible body, cannot manifest its intentions by any personal act or oral discourse: it therefore acts and speaks only by its common seal.”
star page 475; S297; F420;
those are Blackstone's words of legal attribution; a seal is fixed and every physical deed is performed by man kind;
incapacities
Blackstone writes that an aggregate corporation cannot appear in person, be beaten in its body politic, take an oath, be arrested, or suffer a corporal penalty; he describes its existence as ideal;
star pages 476–477; S298; F422;
incorporating founder, endower, and visitor
for endowed colleges and hospitals, Blackstone distinguishes two senses of foundation:
- fundatio incipiens means “beginning foundation”: incorporation, in which sense he calls the king the general founder;
- fundatio perficiens means “completing foundation”: dotation or endowment, in which sense he calls the man who gives the revenues the founder;
the distinction permits one man to provide the property while Blackstone continues to attribute incorporation to the king;
star pages 480–481; S300; F424–425;
Blackstone's Roman historical account
“The honour of originally inventing these political constitutions entirely belongs to the Romans.”
Blackstone attributes the account to Plutarch and writes of the Roman universitates, meaning “wholes” or “aggregates” and explained by him as “forming one whole out of many individuals”, and collegia, meaning “associations” or “colleges” and explained by him as “from being gathered together”; he then says English law refined the institution, particularly through corporations sole, of which the Roman lawyers “had no notion”;
this is Blackstone's historical attribution; it is not proof that Numa originated the later English doctrine of artificial personality;
star pages 468–469; S294; F416;
the natural branch and why it is secondary here
after separating natural from artificial persons, Blackstone divides the rights of persons considered in natural capacities into absolute and relative; he later divides relative relations into public and private;
that structure explains the route through Book I, but it is not part of Blackstone's creation and classification of artificial persons; the detailed natural-rights discussion is therefore omitted from this page;
star pages 123, 146, and 422; S94, S107, and S268; F131, F151, and F364;
edition, page key, and chapter map
* identifies Blackstone's original star page; S identifies the viewer page in the searchable Volume I PDF; F identifies the viewer page in the facsimile Volume I PDF;
Edition consulted: Sir William Blackstone, Commentaries on the Laws of England, in Four Books, edited by George Sharswood, two volumes, volume I, Books I & II (Philadelphia: J. B. Lippincott Company, 1893). Searchable transcription and facsimile consulted;
- artificial persons and purpose: *467–469; S293–294; F415–416;
- classification: *469–472; S294–295; F416–418;
- creation and naming: *472–475; S295–297; F418–419;
- powers, capacities, and incapacities: *475–479; S297–299; F420–424;
- visitation and founders: *480–484; S300–302; F424–427;
- dissolution: *484–485; S302–303; F427–429;