Key Takeaways

  • A corporation aggregate is a group of individuals united into one legal entity that enjoys perpetual succession and separate legal personality.
  • Unlike partnerships or clubs, a corporation aggregate can own property, enter contracts, sue, and be sued in its own name.
  • The concept contrasts with a corporation sole, which consists of one officeholder with perpetual succession.
  • Essential elements of a corporation aggregate include a constitution, members, a name, and recognition by law.
  • Corporation aggregates are classified into categories such as chartered corporations, statutory corporations, and registered companies.
  • Theories explaining their nature include concession, fiction, and realist theories, each offering a lens on corporate personality.

A corporation aggregate refers to the group of people who make up a corporation. Corporations are legal entities that exist separately and independently from the individuals who constitute it. This is in contrast to a simple partnership or unincorporated club, which is not a separate legal entity from its members/partners.

Many corporations continue to exist even when its incorporators cease to be involved for any reason, including death. However, some corporations may exist for a limited life span due to provisions specified during their creation.

Features of a Corporation Aggregate

A corporation aggregate refers to the group of people who unite to form one body under special denomination. This body has an artificial form of perpetual succession and is legally vested with the ability to act and, in some respects, have the same rights as an individual.

A corporation aggregate can:

  • Grant property
  • Own property
  • Enter into contractual obligations
  • Sue and be sued
  • Enjoy immunities and privileges

It can also express political rights in line with the designs, intent, and provisions of its constitution.

A corporation aggregate can do all the above based on the powers granted to it at the point of creation or during its existence. Examples of corporation aggregates include chartered universities, railway corporations, municipal corporations, etc.

Types of Corporation Aggregate

Corporations aggregate can be classified based on how they are formed and recognized by law:

  • Chartered Corporations – Established by royal charter or executive authority, often with historic or academic functions (e.g., some universities).
  • Statutory Corporations – Created through specific legislation, such as municipal corporations, central banks, or public utility companies.
  • Registered Companies – Formed under modern company statutes and registered with a registrar of companies. These include both private and public limited companies.

This classification highlights how different legal systems recognize groups of individuals as a single corporate entity for business, governance, or social purposes.

What is a Corporation Sole?

A corporation sole refers to a series of successive individuals who hold the same title or public office. A corporation sole is a single individual who, within the rights of function or office, has the ability to take, hold, grant, or purchase land and other personal properties.

Some examples of corporations sole include the Minister of Agriculture, the Minister of Health, the Post-Master General, the Crown, and Ecclesiastical corporations such as Bishops.

Since a corporation sole's succession is perpetual, its capacities are granted to the individual holding office and future successors. This, however, does not mean that there will be uninterrupted, continuous succession since there may be periods where there are vacancies within the corporation sole; this could be due to a delay in succession or the lack of a suitable successor.

Elements of a Corporation's Constitution

One of the main elements in a corporation's legal constitution is the continuity of its identity. This means that the original members and their successors are viewed as one.

When an obligation or liability arises during the tenure of the original members of an aggregate or sole corporation, it remains binding on all subsequent successors, even if they are not yet named.

Essential Components of a Corporation Aggregate

For a corporation aggregate to function as a distinct legal entity, it must have:

  • A Legal Name – Provides identity and capacity to act in law.
  • A Constitution or Charter – Defines rights, powers, duties, and the scope of authority.
  • Members – Individuals or bodies that collectively form the corporation.
  • Recognition by Law – Legal systems must acknowledge the group as a single entity.
  • Seal or Signature Authority – Traditionally, a corporate seal authenticated contracts and deeds, though many modern statutes allow authorized officers to sign on behalf of the entity.

These components ensure continuity, legitimacy, and enforceability of the corporation’s rights and obligations.

Characteristics of Corporation Sole and Corporation Aggregate

There are key differences between a corporation sole and corporation aggregate:

Theories of Corporate Personality

Over time, jurists have developed theories to explain how and why corporations, including corporation aggregates, are treated as legal persons:

  1. Concession Theory – Corporations exist because the state grants recognition.
  2. Fiction Theory – A corporation is a legal fiction, separate from the individuals who compose it.
  3. Realist Theory – Corporations are real social organisms with independent will and interests beyond those of members.
  4. Bracket Theory – Corporate personality is a shorthand for the collective rights of its members, “bracketed together” for convenience.
  5. Purpose Theory – Corporations are tools to achieve defined purposes, such as running businesses or delivering public services.

These theories influence how courts interpret corporate rights, liabilities, and powers.

Corporation Sole

  • A corporation sole is an incorporated series of successive individuals.
  • Examples include entities such as the King of Nepal, King of England, a Governor, District Collector, Prime Minister, President of Mexico, etc.
  • Although the corporate sole is really a fictitious person, the position is filled by a human person.
  • A corporate sole refers to the person occupying the position. Only one person may occupy the position at any point in time.
  • The corporate sole is more permanent than a corporate aggregate.
  • A corporate sole is a public office with executive character with the primary objective of ruling a country or territory.
  • The individual holding the position of corporate sole has two sets of properties. The first set belongs to the state and devolves to the corporate sole's successors while the other belongs to the person goes to their legal heirs.

Corporation Aggregate

  • This refers to an incorporated group of co-existing individuals.
  • It has multiple members at any given time.
  • It is less permanent than a corporate sole.
  • Examples include public undertaking corporations, multi-national corporations, public limited companies, and private limited companies.
  • A corporation aggregate is a fictitious body and can also be referred to as “body's Politique.”
  • Corporations aggregate are private offices constituted for the primary purpose of doing business.
  • A corporation aggregate has its own debts, properties, and liabilities for which its members are not responsible.
  • Its members have their individual personal assets. The losses, profits, and debts of the corporate aggregate are related only to the individual amount of share held by each member.

Practical Examples of Corporation Aggregates

Corporation aggregates are widely found in both public and private sectors:

  • Municipal Corporations – City or town councils that manage local governance.
  • Universities – Many higher education institutions are incorporated as aggregates.
  • Companies – Most modern businesses, including multinational corporations, are corporation aggregates.
  • Railway and Utility Corporations – Established historically to manage large-scale public infrastructure.

These examples show the broad role corporation aggregates play in law, economy, and society.

Frequently Asked Questions

  1. What is the difference between a corporation sole and a corporation aggregate?
    A corporation sole consists of one officeholder with perpetual succession, while a corporation aggregate is made up of multiple members acting as one legal entity.
  2. Can a corporation aggregate own property in its own name?
    Yes. Unlike partnerships, a corporation aggregate can own and manage property in its own legal capacity.
  3. What are common examples of corporation aggregates?
    Examples include municipal corporations, universities, public limited companies, and multinational corporations.
  4. Why are theories of corporate personality important?
    They explain why courts and legislatures treat corporations as persons, influencing corporate rights, duties, and liability.
  5. How does a corporation aggregate differ from a partnership?
    A partnership is not a separate legal entity from its partners in many jurisdictions, while a corporation aggregate has independent legal personality, continuity, and limited liability.

If you need help with a corporation aggregate, you can post your legal need on the UpCounsel marketplace. UpCounsel accepts only the top 5% of lawyers on its site. Lawyers on UpCounsel come from prestigious law schools like Yale Law and Harvard Law and usually have 14 years of legal experience, including work on behalf of or with companies like Airbnb, Menlo Ventures, and Google.