Corporations: creatures of the State

A corporation as a creature of the State is presumed to exist for the common good. (G. R. No. 144891. May 27, 2004) In fact, corporations cannot exist without the consent of the State. It is the State through its government's lawmaking body that breathes life into corporations as entities with separate and distinct personality (in short, a person) under the law. Unlike partnerships, mere agreement of parties cannot create a corporation. In other words, there can be no corporations without the imprimatur of the State.

A corporation is an artificial being, invinsible, intangible, and existing only in contemplation of law. (Chief Justice Marshall in Trustees of Dartmouth College vs. Woodward, 4 Wheat., 636.)

The word "corporation" is but a collective name for the corporators or members who compose an incorporated association; and where it is said that a corporation is itself a person, or being, or creature, this must be understood in a figurative sense only. (Morawetz on Private Corporations, 2nd ed., sec. 1.)

A corporation is "an artificial person created by the sovereign from natural persons and in which artificial person the natural persons of which it is composed become merged and nonexistent." (Quoted with approval in case of The People, ex rel. Winchester, etc., respondent, vs. Coleman, et al., commissioners of taxes etc., appellants, 133 N.Y. Appls., 279.) 

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