ferred on the governor and company; and salutary restrictions interposed for the protection and welfare of the institution. They are authorized to purchase and hold lands, with all the powers incident to other corporations. The stock is accounted as personal, and not as real estate, and goes to the executor, and not the heirs. All contracts, or agreements for buying or selling stock, must be registered on the books of the Bank, within seven days, and the stock transferred within fourteen, after such contracts have been entered into.1

It has never been the policy in England, as in this country, to adopt as a practice, the conferring of full and unqualified corporate privileges upon a body of men associated for the purposes of trade. A report was once made to the King' on a proposed charter to a corporate body for marine insurance. Those who petitioned for it, represented, that merchants frequently sustained great loss for the want of an incorporated company of insurers, with a joint stock to make good all such total and partial losses of ships, and merchandise, at sea, as should be by them insured; and that a company for that purpose, with corporate powers and privileges, would be an encouragement to trade. The advantages usually supposed, in this country, to be derived from an act of incorporation, are there set forth. The opinions of eminent merchants were obtained which differed; and the weight of opinion was against the policy of an incorporated insurance company.9

A parliamentary act of Geo. I. of 1719, it seems, however, was entitled an act for better securing certain Powers and Privileges intended to be granted by his Majesty by two Charters of Assurance of Ships and Merchandise at Sea, and for lending money upon Bottomry, as well as for "restraining several extravagant and unwarrantable Practices therein mentioned." The first seventeen sections relate to the two assurance companies, the "Royal Exchange," and the "London,"

1 Ibid. 219.

Signed March 12, 1717, by Northey and Thompson.

316 Opinion of Eminent Lawyers," London, 1814, p. 308.

for assuring ships, to which charters were granted under this act. It having been ascertained, in the course of time, that the number of members of a joint stock company, and the extent of the transactions in which it engages, render it difficult to carry it on under the general rules provided by law, for the government of partnerships, it became usual to have recourse to the legislature for its assistance in supplying the powers, without which it was impossible to conduct a proposed enterprise advantageously. The act in such cases usually enables the company to sue and be sued in the name of its secretary, or some one member to be appointed for that purpose, thereby obviating the technical objections that might arise in consequence of the non-joinder of some among a great number of partners.' It thereby, so far, makes a joint stock company a quasi corporation, though the act provides, that nothing therein shall extend to incorporate the partnership. With respect to joint stock banks of issue, at a distance of more than sixty-five miles from London, they were governed by a law of their own, (Stat. 7 Geo. VI.) which not only allowed, but compelled, them to appoint public officers, in whose names they were to sue and be sued. The attention of parliament was at length drawn to the extreme inconvenience endured by other companies, and it was thought expedient to empower the crown to grant to joint stock companies such powers as were likely to be most useful to them, without conferring upon them all the incidents of corporate existence. The first. attempt made by the legislature to effect the object, was by 6 Geo. IV., which enacted, that in any charter of incorporation thereafter to be granted, it should be lawful for the crown to provide, that the members of such corporation should be individually liable in their persons for the debts of the corporation, to such extent, and subject to such regulations and restrictions, as by the crown might be deemed useful and proper. The next instance of such interposition was the statute of 4 and 5 William IV., by which the crown was empowered to increase the privileges of companies, and to place them nearer to the

1 Smith's Mercantile Law, 61.

level of corporations. For this purpose was the crown empowered to grant to joint stock companies, by letters patent, the privilege of bringing and defending actions in the name of any of their officers, upon certain conditions. The provisions. of this statute, however, not being found sufficiently extensive, and the subject having been much investigated and discussed, in consequence of the prodigious number of railroads, banking, gas, steam, mining, and other joint stock companies, still another attempt was made. The latest in relation to the subject was made by the statute of 1 Victoria, c. 23, entitled "An Act to enable her Majesty to confer certain powers and immunities on trading and other companies, by which the powers of the crown to confer peculiar privileges upon joint stock companies are now regulated." The first section of this statute recites "that divers associations may be formed for trading and other purposes, some of which it would be inexpedient to incorporate, though it would be expedient to confer upon some of them the privileges of corporations, and also to confer upon them other powers and privileges;" and after reciting the statutes of 6 Geo. IV. and 4 and 5 William IV. have not been found effectual for the purpose thereby intended, repeals the same; has, among other less important provisions, the following: The crown may grant to any company, their heirs, &c., any privilege it might grant by charter of incorporation. In any such grant it may be provided, that all suits and proceedings by or on behalf of the company, shall be carried on in the names of two of its officers appointed to sue and be sued, in the name of the company; and that all suits against the company shall be carried on against such officer, or if there be none such, against any member of the company, provided that any member may be joined with such officer for the purpose of discovery, or in case of fraud. The liability of members of the company for its debts and engagements, may be limited in such grants, to such extent per share, as shall be therein declared.

1 Smith on Mercantile Law.

By this statute was introduced in England a completely new system; and one somewhat resembling the limited partnerships in our country, is created, to which companies receiving charters are subjected, which will partake in some degree of the nature of a corporation, though in other respects, they will be governed by the general law of partnership.'

2

§ 5. It would be a much more easy task to enumerate the corporations of the aggregate, and not of the municipal kind, now existing in Europe, than it would be to enumerate those now established in the United States. In no country have corporations been multiplied to so great an extent, as in our own; and the extent, to which their institution has here been carried, may very properly be pronounced "astonishing." There is scarcely an individual of respectable character in our community, who is not a member of, at least, one private company or society which is incorporated. The number of Banking Companies, Insurance Companies, Canal Companies, Turnpike Companies, Manufacturing Companies, &c., and the number of literary, religious, and charitable associations, that are diffused throughout these United States, and fully invested with corporate privileges, must excite the surprise of Europeans, especially when they call to mind, that not much more than two centuries have elapsed since civilized man first found the country a wilderness, wherein the unlettered savage roamed in unmolested freedom.

Acts of incorporation are moreover continually solicited in every State at every session of the legislature; and it is impossible to form an estimate what will be the number for even a very few years in advance of the present. The New York convention, in the year 1821, attempted, says Kent, "to check the improvident increase of corporations, by requiring the assent of two-thirds of the members elected to each branch of the legislature, to every bill for creating, continuing, altering, or renewing, any body politic or corporate."

1 Gow on Part. 3.

2 Kent, Comm. 219.

Even this provision, as we are told by the same author, "failed to mitigate the evil;" and he refers the reader, for an instance of the failure, to the session of the New York legislature of 1823, that is, the first session after the operation of the check just mentioned. At that session thirty-nine new private temporal corporations were instituted.' It is not for the want of, that we give no more instances of the same disposition.

Kent justly observes, "that the multiplication of corporations in the United States, and the avidity with which they are sought, have arisen in consequence of the power which a large and consolidated capital gives them over business of every kind; and the facility which the incorporation gives to the management of that capital, and the security which it af fords to the persons of the members; and to their property not vested in the corporate stock." And the remark made by Mr. J. Duncan, of Pennsylvania, viz. that that State "was an extensive manufacturer of home-made corporations," will apply, at the present period especially, as our readers well know, to every State in the Union.

1 2 Kent, Comm. 219.

2 Ibid.

Bushell v. Commonwealth Ins. Co. 15 Serg. & Rawle, 186.