Page:Harvard Law Review Volume 2.djvu/125

 LAW OF BUSINESS CORPORATIONS. 107

same nature, and this served as the basis of their association, but each one worked, as to-day, on his own account."

"There were also business enterprises carried on in common and under the form of legal persons. They were ordinarily called societates. Their nature was, in general, purely contractual ; they incurred obligations, and they were dissolved by the will as well as by the death of a single member. Some of them ob- tained the right of being a corporation, keeping always, however, the name of societates. Such were the associations for working mines, salt-works, and for collecting taxes." ^

This latter land of corporation seems never to have become sufficiently numerous or important to exert a definite influence on the law. Perhaps the Romans were not a sufficiently com- mercial people to develop the uses of business corporations. In common with other associations the authorization of the supreme power of the State was needed to constitute them legal persons, though this might be given by tacit recognition ; ^ and the assent of the sovereign was equally necessary for dissolution. Three members were requisite for the formation of a corporation, though not for its continued existence. The rights and duties of the fic- titious person corresponded closely to those of an actual person, so far as the nature of the case admitted. It could hold and deal with property, enjoy usufructus^ incur obligations, and compel its members to contribute to the paynient of its debts, inherit by succession either testamentary or by patronage, and take a legacy. Whether it could commit a tort was a disputed question.

After the introduction of Christianity the church found numer- ous applications in its own organization for the doctrines which had been developed in regard to corporations, and through the church and its officials these doctrines strongly influenced the law of England, where they were applied to the existing associa- tions.

The earliest corporate associations in England seem to have

1 Sayigny, System etc., § 88.

• Blackstone is, therefore, in error in saying (i Com. 472) that by the civil law the voluntary association of the members was sufficient unless contrary to law — an error probably caused by the fact that penalties were imposed on certain forbidden associa- tions in the nature of clubs for acting without the authorization of the State, and only on these.

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