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The limited liability company, or corporation, is a relatively recent innovation. Only since the mid-l9th century have incorporated businesses risen to ascendancy over other modes of ownership. Thus, any attempt to trace the forerunners of the modern corporation should be distinguished from a general history of business or a chronicle of associated activity. Men have embarked on enterprises for profit and have joined together for collective purposes since the dawn of recorded history, but these early enterprises were forerunners of the contemporary corporation in terms of their functions and activities, not in terms of their mode of incorporation. When a group of Athenian or Phoenician merchants pooled their savings to build or charter a trading vessel, their organization was not a corporation but a partnership; ancient societies did not have laws of incorporation that delimited the scope and standards of business activity.
The corporate form itself developed in the early Middle Ages with the growth and codification of civil and canon law. Several centuries passed, however, before business ownership was subsumed under this arrangement. The first corporations were towns, universities, and ecclesiastical orders. These differed from partnerships in that the corporation existed independently of any particular membership. Unlike modern business corporations, they were not the "property" of their participants. The holdings of a monastery, for example, belonged to the order itself; no individual owned shares in its assets. The same was true of the medieval guilds, which dominated many trades and occupations. As corporate bodies, they were chartered by government, and their business practices were regulated by public statutes; each guild member, however, was an individual proprietor who ran his own establishment, and, while many guilds had substantial properties, tiiese were the historic accruals of the associations themselves. By the 15th century, the courts of England had agreed on the principle of "limited liability": Si quid universilati tlebctur, singulis nan debetur, nee quod debel universilc/s, singu/i dcbcnl ("If something is owed to the group, it is not owed to the individuals nor do the individuals owe what the group owes"). Originally applied to guilds and municipalities, this principle set limits on how much an alderman of the Liverpool Corporation, for example, might be called upon to pay if the city ran into debt or bankruptcy. Applied later to stockholders in business corporations, it served to encourage investment because the most an individual could lose in the event of the firm's failure would be the actual amount he had originally paid for his shares.
Incorporation of business enterprises began in England during the Elizabethan era. This was a period when businessmen were beginning to accumulate substantial surpluses, and overseas exploration and trade presented expanded investment opportunities. This was an age that gave overriding regulatory powers to the state, which sought to ensure that business activity was consonant with current mercantilist conceptions of national prosperity. Thus, the first joint-stock companies, while financed with private capital, were created by public charters setting down in detail the activities in which the enterprises might operate. In 1600 Queen Elizabeth I granted to a group of investors headed by the Earl of Cumberland the right to be "one body corporate", known as the Governor and Company of Merchants of London, trading into the East Indies. The East India Company was bestowed a trading monopoly in its territories and also was given authority to make and enforce laws in the areas it entered. The East India Company, the Royal African Company, the Hudson's Bay Company, and similar incorporated firms were semipublic enterprises acting both as arms of the state and as vehicles for private profit. The same principle held with the colonial charters on the American continent. In 1606 the crown vested in a syndicate of "loving and well-disposed subjects" the right to develop Virginia as a royal domain, including the power to coin money and to maintain a military force. The same was done in subsequent decades for the Governor and Company of the Massachusetts Bay in New England and for William Penn's Free Society of Traders in Pennsylvania.
Much of North America's settlement was initially underwritten as a business venture. But, while British investors accepted the regulations inhering in their charters, American entrepreneurs came to regard such rules as repressive and unrealistic. The U.S. Warot Independence can be interpreted as a movement against the tenets of this mercantile system, raising serious questions about a direct tie between business enterprise and public policy. One result of thai war, therefore, was to establish the premise that a corporation need not show thai its activities advance a specific public purpose. Alexander Hamilton, the first secretary of the treasury and an admirer of Adam Smith, took the view that businessmen should be encouraged to explore their own avenues of enterprise. "To cherish and stimulate the activity of the human mind, by multiplying the objects of enterprise, is not among the least considerable of the expedients by which the wealth of a nation may be promoted," he wrote in 1791.
The growth of independent corporations did not occur overnight. For a long time, both in Europe and in the United States, the corporate form was regarded as a creature of government, providing a form of monopoly. In the United States the new state legislatures granted charters principally to public-service companies intending to build or operate docks, bridges, turnpikes, canals, and waterworks, as well as to banks and insurance companies. Of the 335 companies receiving charters prior to 1800, only 13 were firms engaging in commerce or manufacturing. By 1811, however, New York had adopted a general act of incorporation, setting the precedent that businessmen had only to provide a summary description of their intentions for permission to launch an enterprise. By the 1840s and '50s the rest of the states had followed suit. In Great Britain after 1825 the statutes were gradually liberalized so that the former privilege of incorporating joint-stock companies became the right of any group complying with certain minimum conditions, and the principle of limited liability was extended to them. A similar development occurred in France and parts of what is now Germany.
By the late 20th century, in terms of size, influence, and visibility, the corporation has become the dominant business form in industrial nations. While corporations may be large or small, ranging from firms having hundreds of thousands of employees to neighbourhood businesses of very modest proportions, public attention has increasingly focused on the several hundred giant companies that play a preponderant economic role in the United States, Japan, Korea, the nations of western Europe, Canada, Australia, New Zealand, South Africa, and several other countries. These firms not only occupy important positions in the economy, but they have great social, political, and cultural influence as well. Both at home and abroad they affect the operations of national and local governments, give shape to local communities, and influence the values of ordinary individuals. Therefore, while in fact and in law corporate businesses are private enterprises, their activities have consequences that are public in character and as pervasive as those of many governments.
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