Apart from human beings, the law also accords legal personality to certain offices and groups of persons known as incorporated associations or most commonly known as corporations.
A corporation is an artificial legal person created law, and once it comes into being it is treated law as a person in its own right, quite independent of the members who compose it. Its rights and obligations are distinct from their rights and obligations, and its life is not affected the death or bankruptcy of its members ( Solomon v Solomon & Co. Ltd. 1897).
A corporation is either corporation sole or a corporation aggregate. A corporation sole is the holder of a certain office and his successor. The purpose of this type of a corporation is to lend continued existence to a certain office or institution quite independent of the person who occupies it. Examples include a bishop, the office of the President, and the office of the Public Trustee.
A corporation aggregate is composed of at least two persons, associated for some lawful common purpose. and is created either special Act of Parliament or registration under the Companies Act.
Incorporated Association | Unincorporated Associations |
This is an association of persons recognized as a legal entity. | These are associations of persons who come together to promote a common and lawful purpose. |
It has an independent legal personality with rights and subject to obligations. | They have no legal existence of their own. |
Such a corporation may be brought into existence registration, charter or statute and | Property if any is jointly owned or held in trust for all members. |
Examples include corporations sole, corporations aggregate, Registered corporation, chartered corporation, statutory corporation. | Members rights are enshrined in the constitution of the association |
Characteristics of incorporated associations. Legal personality | Members are liable for debts and other obligations of the association. |
Limited liability Perpetual succession. Owning property Sue or be sued Capacity to contract | The association can sue or be sued through its principal officers. |
In the event of dissolution members are entitled to share in whatever remains. | |
The law which regulates the association is the law which regulates the activities it engages in. | |
Examples include: Partnerships, Trade unions, Political parties, Welfare associations , Clubs, Staff unions. |