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A corporation is a legal entity, created by statute (i.e., the state) with all the rights, privileges and responsibilities of a natural person; possessing the attributes of limited liability, centralized management, continuity of life and free transferability of interest.

Any person, partnership, association or corporation, singly or jointly with others, and without regard to such person's or entity's residence, domicile or state of incorporation, may incorporate or organize a corporation under this chapter by filing with the Division of Corporations in the Department of State a certificate of incorporation which shall be executed, acknowledged and filed in accordance with § 103 of this title. A corporation may be incorporated or organized under this chapter to conduct or promote any lawful business or purposes, except as may otherwise be provided by the Constitution or other law of this State.

 

The alleged oldest commercial corporation in the world

The Stora Kopparberg mining community in Falun, Sweden, obtained a charter from King Magnus Eriksson in 1347. Many European nations chartered corporations to lead colonial ventures, such as the Dutch East India Company, and these corporations came to play a large part in the history of corporate colonialism.

In the United States, government chartering began to fall out of vogue in the mid -1800s. Corporate law at the time was focused on protection of the public interest, and not on the interests of corporate shareholders. Corporate charters were closely regulated by the states. Forming a corporation usually required an act of legislature. Investors generally had to be given an equal say in corporate governance, and corporations were required to comply with the purposes expressed in their charters. Many private firms in the 19th century avoided the corporate model for these reasons (Andrew Carnegie formed his steel operation as a limited partnership, and John D. Rockefeller set up Standard Oil as a trust).

Eventually, state governments began to realize the greater corporate registration revenues available by providing more permissive corporate laws. New Jersey was the first state to adopt an "enabling" corporate law, with the goal of attracting more business to the state. 

Delaware followed, and soon became known as the most corporation-friendly state in the country; even today, most major public corporations are set up under Delaware law.

 

The Federal Constitution of 1788 did not mention corporations.

 

Thus, although the Federal government has from time to time chartered corporations, the general chartering of corporations has been left to the states. In the late 18th and early 19th centuries, corporations began to be chartered in greater numbers by the states. Corporations had long existed in the new nation, but these were primarily educational corporations or institutions chartered by the British crown which continued to exist after the new nation was created from the Confederation. Due to experience as British Colonies and the accompanying corporate colonialism from British corporations chartered by the crown to do business in North America, most directly exercised through government grants of monopoly as part of the chartering process, new corporations were greeted with mixed feelings.

With the end of the Civil War and the abolition of slavery by the Thirteenth Amendment [ called The Title of Nobility Amendment] and ratified 1865, the Confederate states sought readmission to the Union and to Congress. Under Article I, section 2 of the Constitution, a slave had been counted as three‐fifths of a person for purposes of representation. Because of the abolition of slavery, Southern states expected a substantial increase in their representation in the House of Representatives.

The idea that "corporations are people" was slipped into this ammendment when giving Slaves their right to be human!!

 

ADHESIONS CITIZENS CONTRACT

The Fourteenth Amendment was proposed by Congress in 1866 and ratified by the states in 1868. ( The 14th amendment was a fraud ) It reflected Republican determination that southern states should not be readmitted to the Union and Congress without additional guarantees. The first major interpretation of the Fourteenth Amendment's effect came in the Slaughterhouse Cases (1873), in which the Court held that the basic civil rights and liberties of citizens remained under control of state law. Contrary to the expectations of some of the amendment's framers, the Supreme Court held that it did not overrule Barron v. Baltimore (1833) to require states and local governments to respect the guarantees of the Bill of Rights. The Court also held that because the amendment provided that “no state shall” deprive persons of the rights it guaranteed, Congressional legislation protecting blacks and Republicans from Ku Klux Klan violence exceeded the power of the federal government.

Beginning in the 1870s, corporate lawyers became bolder about using the Webster/Marshall theory of corporations as persons, arguing that as such they were entitled to some of the legal protections against arbitrary state action accorded also to natural persons.

 

 

 

Ever wonder why those who fight the IRS are not allowed to bring up their Constitutional Rights in tax court?

Constitutional Rights do not apply in an equity court, a court of maritime law that MUST display a gold fringed flag.

Contract law supersedes individual and Constitutional Rights. Corporate law is a totally different animal from common law. Ask any corporate attorney.

KNOW YOUR JURY RIGHTS