27. If a partnership be created for a definite period of time, can it be dissolved by any member of the firm before the expiration of the time? 28. When will a court of equity be asked to dissolve a partnership? 29. What are the causes which a court will consider sufficient for its intervention?

30. What is meant by dissolving a partnership by operation of law? 31. After dissolution, may the business continue as before?

32. What powers of partners cease after dissolution?

33. What powers remain?

34. When does the dissolution take effect as to third persons?

35. How should the notice of dissolution be given?

390. Introductory. Business is now conducted on such an extensive scale, and it requires such a large amount of capital to successfully conduct a modern business that it is often necessary for a large number of persons to join in a single enterprise. They must combine their capital and experience in a more satisfactory manner than is possible under a partnership agreement where they would be individually liable for all the debts of the firm. The corporation as it now exists seems to be the best method of organization under present conditions, as it permits of both a large capital and a limited liability.

391. Definition. A corporation was described by Chief Justice Marshall, in the celebrated Dartmouth College case, as "an artificial being, invisible, intangible, and existing only in contemplation of law." It is sometimes termed an artificial person. A corporation, like a partnership, cannot exist without the individual members composing it, but the law looks upon a corporation as being distinct and separate from its stockholders; that is, the contracts and obligations of a corporation are not considered as the contracts and obligations of the stockholders. When a lawsuit is brought against a cor

poration it is always in the name of the corporation, and not in the name of the stockholders. If a partnership is sued the suit is not in the name of the partnership, but in the names of the individual members composing the partnership. This is true because the law does not recognize the members of a partnership as a collective body, while the converse is true of a corporation. In the actual transactions of business the ordinary partnership or firm is recognized as a united or corporate body, but the courts of law do not so consider them.

392. Distinctive characteristics. The general nature of an ordinary business corporation may be better understood by comparing such an association with an association organized for similar purposes, but not incorporated, i.e., a partnership. The distinctive features may be classified under three heads, namely: 1. Legal entity.

2. Individuality. 3. Perpetuity.

393. Legal entity. Rule: A corporation can be created only by an act of the legislature, while a partnership is the result of an agreement between parties.

For instance, if A, B, C, D and E desire to form a partnership they can do so by simply agreeing to unite their capital, skill, time, etc., in the prosecution of some enterprise. But if they desire to form a corporation for prosecuting the same enterprise, in addition to their mutual agreement to do so, they will have to comply with the statute for the creation of corporations.

394. Individuality. 1. A corporation is recognized by the law as a distinct person, and not in any way identified with its members, although it cannot exist without them. 2. It remains the same though all its members change. 3. It can sue and be sued by, and contract with its members. 4. It is not liable for the debts of its members, nor are the members liable for the debts of the corporation. 5. It has an individual name, by which it sues and contracts. 6. Its members are not authorized, as in partnership, by virtue of their membership, to act for the

corporation.

7. The members of a partnership may extend or contract the scope of the business by mutual agreement. A corporation can not do this, as its power is controlled by the terms of its charter.

395. Perpetuity. Unless the charter expressly limits the time of the corporation, its existence is practically indefinite. The corporation is not dissolved, as in partnership, or affected in any way by the death of a stockholder or member.

A corporation known as the "Toledo Stove Co." is composed of ten persons. If all the stockholders should die, or if they were to assign their stock to other parties, it would not in any way affect the corporation, while under similar circumstances a partnership would be dissolved. If the liabilities of the abovenamed company exceed the value of the paid-up capital the creditors could not fall back on the stockholders, while, if it were a partnership, they could.

Corporations are di

396. Different kinds of corporations. vided into various dissimilar classes of institutions, namely: 1. Sole; 2. Aggregate; 3. Public; 4. Quasi-public; 5. Private; 6. Ecclesiastical (pertaining to the church); 7. Business. 397. A sole corporation consists of one person.

An aggregate corporation is composed of more than one. "Corporations aggregate" are divided into three classes: 1. Public; 2. Quasi-public; 3. Private.

398. Public corporations are merely government institutions of the public officers of the community. States, counties, and municipalities are examples of public corporations.

A quasi-public corporation is a private organization, but it enjoys certain public rights or franchises to the exclusion of other companies. Railway companies and street car companies are examples of quasi-public corporations.

399. Private corporations are associations formed by the voluntary agreement of their members, such as banking, manufacturing and publishing companies.

400. Ecclesiastical or religious corporations are formed for the advancement of religion. Various incorporated churches are of this class.

Business corporations are those associations that are formed for the pecuniary (money) benefit of their members, such as railroad and manufacturing companies, banks, and other associations of a similar character.

401. Creation of corporations. A corporation cannot be formed, like a partnership, merely by a contract of the members composing it. The right to form a corporation is a franchise or special privilege which cannot be assumed without authority from the governing power of the United States or of a state. Congress can grant a charter of incorporation only when it is an appropriate means for carrying out any of the authorized purposes of the Federal government. In the states the legislatures have the sole authority to grant the right to form a corporation.

402. The charter. The act of the legislature creating the corporation is called its "Charter." The legislatures of the different states have passed general incorporation laws under which corporations may be formed without a special act of the legislature. The general provisions of the law require that five or more citizens of the United States, three or more being citizens of the state, shall make, sign, seal and acknowledge before some officer competent to take acknowledgment of deeds a certificate in writing in which shall be stated:

1. Name in full and residence of incorporators.

2. Name of corporation.

3. Object and purpose of corporation.

4. Place where the business is to be carried on.

5. Amount of capital stock.

6. Number of shares and amount of each.

7. Number of trustees, directors or managers, and their names, who shall carry on the management of the concern for the first year.

The certificate is to be submitted to the judge of some court for his approval as to whether or not it conforms to the law creating it. After the certificate is recorded the body shall be a corporation. We submit the following as forms showing