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"Public corporation" means an entity that is created by the state to carry out public missions

and services. In order to carry out these public missions and services, a
public corporation participates in activities or provides services that are also provided by
private enterprise. A public corporation is granted increased operating flexibility in order to
best ensure its success, while retaining principles of public accountability and fundamental
public policy. The board of directors of a public corporation is appointed by the Governor
and confirmed by the Senate but is otherwise delegated the authority to set policy
and manage the operations of the public corporation
Public Corporation
a corporation created to perform a governmental function or to operate under government control, such as a m
unicipalwater company or hospital.
n. an organization formed with state governmental approval to act as an artificial person to carry on business (
or otheractivities), which can sue or be sued, and (unless it is non-profit) can issue shares of stock to raise fun
ds with which to starta business or increase its capital. One benefit is that a corporation's liability for damages
or debts is limited to its assets, sothe shareholders and officers are protected from personal claims, unless the
y commit fraud. For private businesscorporations the Articles of Incorporation filed with the Secretary of State o
f the incorporating state must include certaininformation, including the name of the responsible party or parties
(incorporators and agent for acceptance of service), theamount of stock it will be authorized to issue, and its pu
rpose. In some states the purpose may be a general statement ofany purpose allowed by law, while others req
uire greater specificity. Corporation shareholders elect a board of directors,which in turn adopts bylaws, choose
s the officers and hires top management (which in smaller corporations are often thedirectors and/or sharehold
ers). Annual meetings are required of both the shareholders and the Board, and major policydecisions must be
made by resolution of the Board (which often delegates much authority to officers and committees).Issuance of
stock of less than $300,000, with no public solicitation and relatively few shareholders, is either automaticallyap
proved by the state commissioner of corporations or requires a petition outlining the financing. Some states are
considered lax in supervision, have low filing fees and corporate taxes and are popular incorporation states, bu
t corporationsmust register with Secretary of States of other states where they do substantial business as a "fo
reign" corporation. Largerstock offerings and/or those offered to the general public require approval by the Sec
urities and Exchange Commission afterclose scrutiny and approval of a public "prospectus" which details the e
ntire operation of the corporation. There are also non-profit (or not for profit) corporations organized for religiou
s, educational, charitable or public service purposes. Publiccorporations are those formed by a municipal, state
or federal government for public purposes such as operating a dam andutility project. A close corporation is ma
de up of a handful of shareholders with a working or familial connection which ispermitted to operate informally
without resolutions and regular Board meetings. A de jure corporation is one that is formallyoperated under the
law, while a de facto corporation is one which operates as if it were legal, but without the Articles ofIncorporatio
n being valid. Corporations can range from the Corner Mini-Mart to General Electric. (See: articles of
incorporation, bylaws, board of directors, close corporation, public corporation, de jure
corporation, de facto corporation, shareholder, stock, securities)
Copyright 1981-2005 by Gerald N. Hill and Kathleen T. Hill. All Right reserved.
noun affiliate, affiliation, agglomerate, alliance, artificial entity, artificial
person, associate, association, body, body corporate, business, business
association, busiiess establishment, coalition, combination, combine, commercial
enterprise, company, concern, confederacy, consociation, consolidation, corporate
body, enterprise, establishment, federation, firm, foundation, holding
company, industry, institute, institution, jointconnern, legal body, legal entity, operating
company, sodality, stock company, syndicate, union
Associated concepts: alter ego, business trust, cartel, closed
corporation, closely held corporation, consolidation,corpooate charter, corporate officers dissolution, corpora
te struccure, de facto corporation, de jure
corporation, derivativeaccion, directors, dissolution, domestic corporation, fictitious corporations, foreign
corporation, joint stock associations,limited partnerships, membership

corporation, merger, muuicipal corporation, officers, parent corporation, publiccorroration, partnership, pro
xies, self-dealing, sole proprietorship, voting trusts
Foreign phrases: Jus quo universitates utuntur est idem quod habent privati.The law which governs corporati
ons is thesame as that which governs individuals. Corporatio non dicitur aliquid facere nisi id sit collegialiter del
iberrri, etiamsi majorpars id faciat. A corporation is not said to do anything unless it be deliberated upon collecti
vely, allhough the majority shoulddo it.

a group of persons who are deemed in law to be a single legal entity. The corporate entity is legallydistinct fro
m its members; it has legal personality and can hold property, sue and be sued in its own name as if it were an
atural person. See COMPANY.
Collins Dictionary of Law W.J. Stewart, 2006
An aggregate corporation is an ideal body, created by law, composed of individuals united under acommon na
me, the members of which succeed each other, so that the body continues the same, notwithstanding thechan
ges of the individuals who compose it, and which for certain purposes is considered as a natural person. Brow
ne's Civ.Law, 99; Civ. Code of Lo. art. 418; 2 Kent's Com. 215. Mr. Kyd, (Corpor. vol. 1, p. 13,) defines a corpor
ation as follows: "Acorporation, or body politic, or body incorporate, is a collection of many; individuals united in
one body, under a specialdenomination, having perpetual succession under an artificial form, and vested by th
e policy of the law, with a capacity ofacting in several respects as an individual, particularly of taking and granti
ng property, contracting obligations, and of suingand being sued; of enjoying privileges and immunities in com
mon, and of exercising a variety of political rights, more or lessextensive, according to the design of its institutio
n, or the powers conferred upon it, either at the time of its creation, or atany subsequent period of its existence.
" In the case of Dartmouth College against Woodward, 4 Wheat. Rep. 626, ChiefJustice Marshall describes a c
orporation to be "an artificial being, invisible, intangible, and existing only in contemplation oflaw. Being the mer
e creature of law," continues the judge, "it possesses only those properties which the charter of itscreation conf
ers upon it, either expressly or as incidental to its very existence. These are such as are supposed bestcalculat
ed to effect the object for which it was created. Among the most important are immortality, and if the expressio
nmay be allowed, individuality properties by which a perpetual succession of many persons are considered, as
the same, andmay act as the single individual, They enable a corporation to manage its own affairs, and to hol
d property without theperplexing intricacies, the hazardous and endless necessity of perpetual conveyance for
the purpose of transmitting it fromhand to hand. It is chiefly for the purpose of clothing bodies of men, in succe
ssion, with these qualities and capacities, thatcorporations were invented, and are in use." See 2 Bl. Corn. 37.
2. The words corporation and incorporation are frequently confounded, particularly in the old books. The dis
tinctionbetween them is, however, obvious; the one is the institution itself, the other the act by which the institut
ion is created.
3. Corporations are divided into public and private.
4. Public corporations, which are also called political, and sometimes municipal corporations, are those whic
h have fortheir object the government of a portion of the state; Civil Code of Lo. art. 420 and although in such c
ase it involves someprivate interests, yet, as it is endowed with a portion of political power, the term public has
been deemed appropriate.
5. Another class of public corporations are those which are founded for public, though not for political or mu
nicipalpurposes, and the, whole interest in which belongs to the government. The Bank of Philadelphia, for exa
mple, if the wholestock belonged exclusively to the government, would be a public corporation; but inasmuch a
s there are other owners of thestock, it is a private corporation. Domat's Civil Law, 452 4 Wheat. R. 668; 9 Whe
at. R. 907 8 M'Cord's R. 377 1 Hawk's R.36; 2 Kent's Corn. 222.
6. Nations or states, are denominated by publicists, bodies politic, and are said to have their affairs and inte
rests, and todeliberate and resolve, in common. They thus become as moral persons, having an understanding
and will peculiar tothemselves, and are susceptible of obligations and laws. Vattel, 49. In this extensive sense t
he United States may betermed a corporation; and so may each state singly. Per Iredell, J. 3 Dall. 447.
7. Private corporations. In the popular meaning of the term, nearly every corporation is public, inasmuch as
they arecreated for the public benefit; but if the whole interest does not belong to the government, or if the corp
oration is not createdfor the administration of political or municipal power, the corporation is private. A bank, for

instance, may be created by thegovernment for its own uses; but if the stock is owned by private persons, it is
a private corporation, although it is createdby the government, and its operations partake of a private nature. 9
Wheat. R. 907. The rule is the same in the case ofcanal, bridge, turnpike, insurance companies, and the like. C
haritable or literary corporations, founded by privatebenefaction, are in point of law private corporations, though
dedicated to public charity, or for the general promotion oflearning. Ang. & Ames on Corp. 22.
8. Private corporations are divided into ecclesiastical and lay.
9. Ecclesiastical corporations, in the United States, are commonly called religious corporations they are cre
ated toenable religious societies to manage with more facility and advantage, the temporalities belonging to the
church orcongregation.
10. Lay corporations are divided into civil and eleemosynary. Civil corporations are created for an infinite vari
ety oftemporal purposes, such as affording facilities for obtaining loans of money; the making of canals, turnpik
e roads, and thelike. And also such as are established for the advancement of learning. 1 Bl. Com. 471.
11. Eleemosynary corporations are such as are instituted upon a principle of charity, their object being the p
erpetualdistribution of the bounty of the founder of them, to such persons as he has directed. Of this kind are h
ospitals for the reliefof the impotent, indigent and sick, or deaf and dumb. 1 Kyd on Corp. 26; 4 Conn. R. 272; A
ngell & A. on Corp. 26.
12. Corporations, considered in another point of view, are either sole or aggregate.
13. A sole corporation, as its name implies, consists of only one person, to whom and his successors belong
s that legalperpetuity, the enjoyment of which is denied to all natural persons. 1 Black Com. 469. Those corpor
ations are not commonin the United States. In those states, however, where the religious establishment of the
church of England was adopted,when they were colonies, together with the common law on that subject, the m
inister of the parish was seised of thefreehold, as persona ecclesiae, in the same manner as in England; and th
e right of his successors to the freehold beingthus established was not destroyed by the abolition of the regal g
overnment, nor can it be divested even by an act of thestate legislature. 9 Cranch, 828.
14. A sole corporation cannot take personal property in succession; its corporate capacity of taking property
is confinedaltogether to real estate. 9 Cranch, 43.
15. An aggregate corporation consists of several persons, who are' united in one society, which is continued
by asuccession of members. Of this kind are the mayor or commonalty of a city; the heads and fellows of a coll
ege; themembers of trading companies, and the like. 1 Kyd on Corp. 76; 2 Kent's Com. 221 Ang. & A. on Corp.
20. See, generally,Bouv. Inst. Index, h.t.