I was going to write a post about corporations and whether they are inherently good or bad, and whether or not one corporation could be better than another corporation. I was going to write it, but then I ran into a problem. In order to answer those questions I had to define what a corporation is. In trying to define “corporation” I researched definitions from common dictionaries, legal dictionaries and business dictionaries and began writing. After a moment I noticed that I had written 76 words, and had copied and pasted 1620 words in various definitions — and the definitions did not agree so there was no defining definition. Therefore, I am moved to simply define the word “corporation” myself, and leave it at that.

corporation, cor·po·ra·tion , /ˌkôrpəˈrāSHən/ ,noun, organized crime

Corporate Personhood?

So . . . a corporation is a person . . . things that make you go hmm.

For those who want to suffer, I include the definitions of corporation that I was going to use. There are many more definitions out there — which is such nonsense that even the word “double-speak” is not strong enough.

Google’s definition are: “1: A company or group of people authorized to act as a single entity (legally a person) and recognized as such in law. 2: A group of people elected to govern a city, town, or borough.”

Dictionary.com’s definition are: “1: an association of individuals, created by law or under authority of law, having a continuous existence independent of the existences of its members, and powers and liabilities distinct from those of its members. 2. ( initial capital letter  ) the group of principal officials of a borough or other municipal division in England. 3. any group of persons united or regarded as united in one body. 4. Informal. a paunch; potbelly.”

Miriam-Webster’s definitions are: “1 a : a group of merchants or traders united in a trade guild  b : the municipal authorities of a town or city; 2: a body formed and authorized by law to act as a single person although constituted by one or more persons and legally endowed with various rights and duties including the capacity of succession; 3: an association of employers and employees in a basic industry or of members of a profession organized as an organ of political representation in a corporative state.”

Those definitions are interesting, but do not tell the complete story. Here’s some heavy reading definitions:

Legal-dictionary.thefreedictionary.com definition is: “an organization formed with state governmental approval to act as an artificial person to carry on business (or other activities), which can sue or be sued, and (unless it is non-profit) can issue shares of stock to raise funds with which to start a business or increase its capital. One benefit is that a corporation’s liability for damages or debts is limited to its assets, so the shareholders and officers are protected from personal claims, unless they commit fraud. For private business corporations the Articles of Incorporation filed with the Secretary of State of the incorporating state must include certain information, including the name of the responsible party or parties (incorporators and agent for acceptance of service), the amount of stock it will be authorized to issue, and its purpose. In some states the purpose may be a general statement of any purpose allowed by law, while others require greater specificity. Corporation shareholders elect a board of directors, which in turn adopts bylaws, chooses the officers and hires top management (which in smaller corporations are often the directors and/or shareholders). Annual meetings are required of both the shareholders and the Board, and major policy decisions 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 automatically approved 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, but corporations must register with Secretary of States of other states where they do substantial business as a “foreign” corporation. Larger stock offerings and/or those offered to the general public require approval by the Securities and Exchange Commission after close scrutiny and approval of a public “prospectus” which details the entire operation of the corporation. There are also non-profit (or not for profit) corporations organized for religious, educational, charitable or public service purposes. Public corporations are those formed by a municipal, state or federal government for public purposes such as operating a dam and utility project. A close corporation is made up of a handful of shareholders with a working or familial connection which is permitted to operate informally without resolutions and regular Board meetings. A de jure corporation is one that is formally operated under the law, while a de facto corporation is one which operates as if it were legal, but without the Articles of Incorporation 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)”

Businessdictionary.com’s definition is: “1. Firm that meets certain legal requirements to be recognized as having a legal existence, as an entity separate and distinct from its owners. Corporations are owned by their stockholders (shareholders) who share in profits and losses generated through the firm’s operations, and have three distinct characteristics (1) Legal existence: a firm can (like a person) buy, sell, own, enter into a contract, and sue other persons and firms, and be sued by them. It can do good and be rewarded, and can commit offence and be punished. (2) Limited liability: a firm and its owners are limited in their liability to the creditors and other obligors only up to the resources of the firm, unless the owners give personal-guaranties. (3) Continuity of existence: a firm can live beyond the life spans and capacity of its owners, because its ownership can be transferred through a sale or gift of shares. 2. Municipal authority of a town or city. 3. A very large, usually diversified, firm.”

Law.yourdictionary.com’s definitions are much more detailed: “An entity, usually a business, created by a legislative act or by individuals who have agreed upon and filed articles of incorporation with the state government. Ownership in the corporation is typically represented by shares of stock. Furthermore, a corporation is legally recognized as an artificial person whose existence is separate and distinct from that of its shareholders who are not personally responsible for the corporation’s acts and debts. As an artificial person, a corporation has the power to acquire, own, and convey property, to sue and be sued, and such other powers of a natural person that the law may confer upon it. Abbreviated corp. See charter, corporate, and seal.

brother-sister corporation: See sister corporations.

C corporation
A corporation that pays corporate income taxes on its income rather than having its profits taxed as the personal income of its shareholders. Any corporation that is not a S corporation is, by default, a C corporation. Also called subchapter C corporation. See also S corporation.
close corporation
A corporation owned by a single individual or a small group of individuals, often all personally involved in the corporation’s business or related to another, who frequently conduct the corporation’s business without such formalities as annual shareholder meetings, and whose share of stocks cannot be sold to anyone outside the group without the prior permission of the other shareholders. The rights and privileges of such corporations vary state to state. Also called closed corporation, closely held corporation, or privately held corporation. See also publicly held corporation.
domestic corporation
  1. A corporation whose articles of incorporation have been filed in a particular state. (The corporation is a domestic corporation of that state.) See also foreign corporation.
  2. For federal income tax purposes, a corporation whose articles of incorporation have been filed in the United States.
dummy corporation
A corporation whose sole purpose is to conceal the owners’ identities and to protect them from personal liability.
foreign corporation
A corporation whose articles of incorporation have been filed in another state or country. (A corporation whose articles of incorporation have been filed in one state or country is a foreign corporation in every other state or country.) See also domestic corporation.
municipal corporation
A political entity, such as a county, city, town, village, or school district, that is created by and derives its limited powers of self-government (including the ability to enter contracts and to sue and be sued) from the state legislature. See also immunity.
nonprofit corporation
A corporation organized for a chartable, cultural, educational, religious, or some other purpose other than making a profit or distributing its income to its shareholders, officers, or others similarly affiliated with it. Usually, such corporations are given special treatment under state and federal tax laws. Also called not-for-profit corporation.
nonstock corporation
A corporation in which ownership is conferred by a membership charter or agreement that governs the ownersÂ’ rights and liabilities rather than by the ownership of shares of stock. For example, mutual savings banks and fraternal organizations are usually nonstock corporations.
parent corporation
Same as parent company. See company.
private corporation
A corporation created and owned by private individuals for a nongovernmental, usually business or nonprofit, purpose. See also public corporation.
professional corporation
A corporation owned by a small group of individuals who practice a common occupation that requires a professional license (such are accounting, architecture, law, or medicine). Such a corporation has the same, but not all, of the characteristics of a private corporation. Abbreviated P.C. Also called P.A. or professional association.
public corporation
  1. A corporation created by a state or the federal government and, while often financially independent of the government, engages as a government agency in activities that benefit the general public. A publicly appointed board of directors manages such a corporation. See also private corporation.
  2. See publicly held corporation.
publicly held corporation
A corporation whose shares of stock are sold to, freely traded amongst, and owned by a diverse group of shareholders who are members of the general public. See also close corporation.
S corporation
A corporation with a small number of shareholders that has elected, pursuant to Subchapter S of the Internal Revenue Code, to have its income treated as personal income to its shareholders for income tax purposes rather than have the corporation pay the normal corporate income taxes on the income. Also called subchapter S corporation. See also C corporation.
shell corporation
A corporation that has no business or ongoing activity (and sometimes no substantial assets) of its own and is typically used to conceal another corporation’s business activities.
sister corporations
Two or more corporations that are subsidiaries of the same parent company. Also called brother-sister corporations. See also affiliate and company.
subsidiary corporation
A corporation in which a parent company owns enough shares to control its activities and the selection of its officers and directors. Also called a subsidiary.

Are you confused yet?