[g] Ff. 47. 22. 1. Neque societas, neque collegium, neque hujusmodi corpus passim omnibus habere conceditur; nam et legibus, et senatus consultis, et principalibus constitutionibus ea res coercetur. Ff. 3. 4. 1.
But, with us in England, the king's consent is absolutely necessary to the erection of any corporation, either impliedly or expressly given. The king's implied consent is to be found in corporations which exist by force of the common law, to which our former kings are supposed to have given their concurrence; common law being nothing else but custom, arising from the universal agreement of the whole community. Of this sort are the king himself, all bishops, parsons, vicars, churchwardens, and some others; who by common law have ever been held (as far as our books can shew us) to have been corporations, virtute officii: and this incorporation is so inseparably annexed to their offices, that we cannot frame a complete legal idea of any of these persons, but we must also have an idea of a corporation, capable to transmit his rights to his successors, at the same time. Another method of implication, whereby the king's consent is presumed, is as to all corporations by prescription, such as the city of London, and many others[h], which have existed as corporations, time whereof the memory of man runneth not to the contrary; and therefore are looked upon in law to be well created. For though the members thereof can shew no legal charter of incorporation, yet in cases of such high antiquity the law presumes there once was one; and that by the variety of accidents, which a length of time may produce, the charter is lost or destroyed. The methods, by which the king's consent is expressly given, are either by act of parliament or charter. By act of parliament, of which the royal assent is a necessary ingredient, corporations may undoubtedly be created[]: but it is observable, that most of those statutes, which are usually cited as having created corporations, do either confirm such as have been before created by the king; as in the case of the college of physicians, erected by charter 10 Hen. VIII[k], which charter was afterwards confirmed in parliament[l]; or, they permit the king to erect a corporation in futuro with such and such powers; as is the case of the bank of England[m], and the society of the British fishery[n]. So that the immediate creative act is usually performed by the king alone, in virtue of his royal prerogative[o].
[h] 2 Inst. 330.
[] 10 Rep. 29. 1 Roll. Abr. 512.
[k] 8 Rep. 114.
[l] 14 & 15 Hen. VIII. c. 5.
[m] Stat. 5 & 6 W. & M. c. 20.
[n] Stat. 23 Geo. II. c. 4.
[o] See [page 263].
All the other methods therefore whereby corporations exist, by common law, by prescription, and by act of parliament, are for the most part reducible to this of the king's letters patent, or charter of incorporation. The king's creation may be performed by the words "creamus, erigimus, fundamus, incorporamus," or the like. Nay it is held, that if the king grants to a set of men to have gildam mercatoriam, a mercantile meeting or assembly[p], this is alone sufficient to incorporate and establish them for ever[q].