A corporation is a company or group of people authorized to act as a single entity (legally a person) and recognized as such in law. Early incorporated entities were established by charter (i.e. by an ''ad hoc'' act granted by a monarch or passed by a parliament or legislature). Most jurisdictions now allow the creation of new corporations through registration.
Corporations come in many different types but are usually divided by the law of the jurisdiction where they are chartered into two kinds: by whether or not they can issue stock, or by whether or not they are for profit.
Where local law distinguishes corporations by ability to issue stock, corporations allowed to do so are referred to as "stock corporations", ownership of the corporation is through stock, and owners of stock are referred to as "stockholders." Corporations not allowed to issue stock are referred to as "non-stock" corporations, those who are considered the owners of the corporation are those who have obtained membership in the corporation, and are referred to as a "member" of the corporation.
Corporations chartered in regions where they are distinguished by whether they are allowed to be for profit or not are referred to as "for profit" and "not-for-profit" corporations, respectively.
There is some overlap between stock/non-stock and for profit/not-for-profit in that not-for-profit corporations are always non-stock as well. A for profit corporation is almost always a stock corporation, but some for profit corporations may choose to be non-stock. To simplify the explanation, whenever "stockholder" is used in the rest of this article to refer to a stock corporation, it is presumed to mean the same as "member" for a non-profit corporation or for profit, non-stock corporation.
Registered corporations have legal personality and are owned by shareholders whose liability is limited to their investment. Shareholders do not typically actively manage a corporation; shareholders instead elect or appoint a board of directors to control the corporation in a fiduciary capacity.
In American English the word ''corporation'' is most often used to describe large business corporations.〔(corporation ). CollinsDictionary.com. Collins English Dictionary – Complete & Unabridged 11th Edition. Retrieved December 07, 2012.〕 In British English and in the Commonwealth countries, the term ''company'' is more widely used to describe the same sort of entity while the word ''corporation'' encompasses all incorporated entities. In American English, the word ''company'' can include entities such as partnerships that would not be referred to as companies in British English as they are not a separate legal entity.
Despite not being human beings, corporations, as far as the law is concerned, are legal persons, and have many of the same rights and responsibilities as natural persons do. Corporations can exercise human rights against real individuals and the state,〔e.g. South African Constitution Sect.8, especially Art.(4)〕 and they can themselves be responsible for human rights violations.〔Phillip I. Blumberg, The Multinational Challenge to Corporation Law: The Search for a New Corporate Personality, (1993) discusses the controversial nature of additional rights being granted to corporations.〕 Corporations can be "dissolved" either by statutory operation, order of court, or voluntary action on the part of shareholders. Insolvency may result in a form of corporate failure, when creditors force the liquidation and dissolution of the corporation under court order,〔See, for example, the Business Corporations Act (B.C.) (2002 ) CHAPTER 57, Part 10〕 but it most often results in a restructuring of corporate holdings. Corporations can even be convicted of criminal offenses, such as fraud and manslaughter. However corporations are not considered living entities in the way that humans are.〔e.g. Corporate Manslaughter and Corporate Homicide Act 2007〕
The word "corporation" derives from ''corpus'', the Latin word for body, or a "body of people." By the time of Justinian (reigned 527–565), Roman Law recognized a range of corporate entities under the names ''universitas'', ''corpus'' or ''collegium''. These included the state itself (the ''populus Romanus''), municipalities, and such private associations as sponsors of a religious cult, burial clubs, political groups, and guilds of craftsmen or traders. Such bodies commonly had the right to own property and make contracts, to receive gifts and legacies, to sue and be sued, and, in general, to perform legal acts through representatives. Private associations were granted designated privileges and liberties by the emperor.〔Harold Joseph Berman, ''Law and Revolution'' (vol. 1)'': The Formation of the Western Legal Tradition'', Cambridge: Harvard University Press, 1983, pp. 215–16. ISBN 0674517768〕
Entities which carried on business and were the subjects of legal rights were found in ancient Rome, and the Maurya Empire in ancient India.〔Vikramaditya S. Khanna (2005). (''The Economic History of the Corporate Form in Ancient India.'' ) University of Michigan.〕 In medieval Europe, churches became incorporated, as did local governments, such as the Pope and the City of London Corporation. The point was that the incorporation would survive longer than the lives of any particular member, existing in perpetuity. The alleged oldest commercial corporation in the world, the Stora Kopparberg mining community in Falun, Sweden, obtained a charter from King Magnus Eriksson in 1347.
In medieval times traders would do business through common law constructs, such as partnerships. Whenever people acted together with a view to profit, the law deemed that a partnership arose. Early guilds and livery companies were also often involved in the regulation of competition between traders.
抄文引用元・出典: フリー百科事典『 ウィキペディア（Wikipedia）』