[280]. 8 Ed. VII. c. 48, s. 33.
[281]. 39 & 40 Vict. c. 18, s. 1.
[282]. 18 & 19 Vict. c. 117, s. 2.
[283]. Corporations sole are not a peculiarity of English law. The distinction between the two forms of incorporation is well known to foreign jurists. See Windscheid, I. sect. 57. Vangerow, I. sect. 53. The English law as to corporations sole is extremely imperfect and undeveloped, but the conception itself is perfectly logical, and is capable of serious and profitable uses. Maitland has traced the history of this branch of the law in two articles in the L. Q. R. XVI. p. 335. and XVII. p. 131.
[284]. Savigny, System, sect. 90: “The aggregate of the members who compose a corporation differs essentially from the corporation itself.” The Great Eastern Ry. Co. v. Turner, L. R. 8 Ch. at p. 152: “The Company is a mere abstraction of law.” Flitcroft’s Case, 21 Ch. D. at p. 536: “The corporation is not a mere aggregate of shareholders.” Salomon v. Salomon & Co. (1897) A. C. at p. 51: “The company is at law a different person altogether from the subscribers to the memorandum.”
[285]. D. 3. 4. 7. 2. Cum jus omnium in unum reciderit, et stet nomen universitatis. Universitas is the generic title of a corporation in Roman law, a title retained to this day in the case of that particular form of corporation which we know as a university.
[286]. Blackstone, I. 485.
[287]. Lindley on Companies, II. p. 822 (6th ed.): “A company which is incorporated by act of parliament can be dissolved only as therein provided, or by another act of parliament.”
[288]. That a corporation may survive the last of its members is admitted by Savigny (System, sect. 89), and Windscheid (I. sect. 61).
[289]. The leading advocate of this realistic theory is Gierke (Die Genossenschaftstheorie, 1887. Deutsches Privatrecht, 1895). See also Dernburg, Pandekten, I. sect. 59, and Mestre, Les Personnes Morales, 1899. In England it has received sympathetic exposition, if not express support, from Maitland in the Introduction to his translation of part of Gierke’s Genossenschaftsrecht (Political Theories of the Middle Ages, 1900). See also, to the same effect, Pollock, Jurisprudence, p. 113, and L. Q. R. vol. 27, p. 219; Brown, Austinian Theory of Law, Excursus A; 22 L. Q. R. 178, The Legal Personality of a Foreign Corporation, by E. H. Young. Savigny and Windscheid are representative adherents of the older doctrine. For further discussions of this question see Harvard Law Review, vol. xxiv. pp. 253, 347 (Corporate Personality, by A. W. Machen); Law Quarterly Review, vol. xxvii. p. 90 (Legal Personality, by Prof. W. M. Geldart); Gray’s Nature and Sources of the Law, ch. 2; Saleilles, De la personnalité juridique.