Corporations are of two kinds corporation aggregate and corporation sole.
A corporation aggregate is a group of co-existing persons. “It is a collection of individuals united into one body under a special denomination, having perpetual succession under an artificial form, and vested by the policy of the law with the capacity of acting in several respects as an individual, particularly of taking and granting property, of contracting obligations and of suing and being sued, of enjoying privileges and immunities in common, and of expressing a variety of political rights, more or less extensive, according to the design of its institution, or the powers conferred upon it, either at the time of its creation or at any subsequent period of its existence.” A joint stock company, a municipal corporation, a railway corporation, a chartered university, etc., are examples of a corporation aggregate.
A corporation sole is a series of successive persons. Il is a body politic having perpetual succession, constituted in a single person, who, in right of some office or function, has capacity to lake, purchase, hold and demise land and heriditaments and now also to lake and hold personal property, to him and his successors in such office for ever, the succession being perpetual, but not always uninterruptedly continuous; that is, there may be, and mostly are, periods in the duration of a corporation sole, occurring irregularly, in which there is a vacancy, or no one in existence in whom the corporation resides and is visibly represented. Ecclesiastical corporations, (Bishops), Crown, the Post-Master General, the Minister of Health, the Minister of Agriculture, etc., are corporations sole.
A corporation sole does not require a seal, but a corporation aggregate can only act or express its will by deed under its common seal. The power to possess and use a seal is incidental to a corporation.
The existence of a common seal is evidence of incorporation and the non-existence of a common seal is evidence against incorporation. A corporation may change its seal at pleasure, so long as the seal which is actually used is applied as the seal of the corporation for the time being.
An essential element in the legal conception of a corporation is that its identity is continuous, i.e., the original member or members and his or their successors are one. Thus, where a liability or obligation is once binding on a corporation, whether sole or aggregate, it will bind the successors, even though they are not expressly named.
A corporation is distinct from its members. A corporation is a legal persona just as much as an individual. The liability of an individual member is not increased by the fact that he is the sole person beneficially interested in the property of the corporation.
After the dissolution of a corporation the members, in their natural capacities, can neither recover debts which are due to the late corporation nor be charged with the debts contracted by it.