Sole proprietorship

“ Private property shall not be appropriated without the consent of the owner, except for the sake of public use, and with previous indemnification. The law shall determine the authority which may make the appropriation and the conditions under which it may be carried out. No corporation, civil or ecclesiastical, whatever may be its character, denomination, or object, shall have legal capacity to acquire in proprietorship or administer for itself real estate, with the single exception of edifices destined immediately and directly to the service and object of the institution. ”

“ When a business corporation, instituted for the purposes of gain or private interest, is dissolved, the modern doctrine is that its property, after payment of its debts, equitably belongs to its stockholders. ”

“ If the entire franchise cannot be taken away, neither can it be essentially impaired. If the trustees are legal owners of the property, they are sole owners. If they are visitors, they are sole visitors. No one will be found to say, that, if the legislature may do what it has done, it may not do any thing and every thing which it may choose to do, relative to the property of the corporation, and the privileges of its members and officers. ”

“ Article 8, paragraph Second, subparagraph 1 of the Law is amended to read as follows:
“Form a sole owner enterprise of one natural person or a sole owner limited liability
company of one juridical or natural person.” ”

“ In the case of a sole corporation, as a parson of a church, when he dies or resigns, though there is no actual owner of the land till a successor be appointed, yet there is a legal, potential ownership, subsisting in contemplation of law ”

“ The Single Proprietorship.—The simplest form of business enterprise is that conducted by a single proprietor. This form is well adapted to businesses where the capital necessary for efficient production is small, where the processes are simple and capable of [Pg 17] being handled by the average individual, and where the risks are slight. Very few legal obstacles are placed in the way of the individual desiring to go into business for himself, nor is a great deal required of him. ”

“ But to all appearance there can be no legal transaction, no act in the law, between the corporation sole and the natural man who is the one and only corporator. We are told, for example, that "a sole corporation, as a bishop or a parson, could not make a lease to himself, because he cannot be both lessor and lessee". ”

“ Given a sufficient sentiment of public honesty, share property is property that can be owned at any distance and that yields its revenue without thought or care on the part of its proprietor; it is, indeed, absolutely irresponsible property, a thing that no old world property ever was. ”

“ Suppose you and a number of other men of your time, all having separate claims in a mining region, formed a corporation to carry on as one mine your consolidated properties, would you have any less private property than you had when you owned your claims separately? ”

“ Corporations may, therefore, be very well said to be for public use, of which the property and privileges are yet private. Indeed, there may be supposed to be an ultimate reference to the public good, in granting all charters of incorporation ”

“ Every state within which it is transacting business, and where it has it property, more or less, may rightfully say that the $16,000,000 of value which it possesses springs not merely from the original grant of corporate power by the state which incorporated it, or from the mere ownership of the tangible property, but it springs from the fact that that tangible property it has combined with contracts, franchises, and privileges into a single unit of property ”

“ We can discover no sound reason why a corporation existing in England may not as well hold real property in the United States, as ordinary trustees for charitable, or other purposes, or as natural persons for their own use. ”

“ Thus, a mortgage on land is personal property, also the shares of stock in a corporation, although the corporation may be organized to engage exclusively in the ownership of real property, is personal property. Where a person dies leaving a will, his real property goes directly to the persons to whom he leaves it in the will. In the case where he dies intestate, his real property passes directly to his heirs at law, who are designated by statute. ”

“ It is true that the shareholder has no right to the possession of any part of the corporate property while the corporation exists and its affairs are honestly managed. He has committed his interest, for a time, to the possession and control of the corporation of which he is a member, and he has only a member's voice in the management of it.
So a man who has leased a farm has no right to possession or control during the lease ”

“ Sole Ownership and Co-ownership. As a general rule a right is owned by one person only at a time, but duplicate ownership is perfectly possible. Two or more persons may at the same time have the same right vested in them. This may happen in several distinct ways, but the simplest and most obvious case is that of co-ownership. Partners, for example, are co-owners of the chattels which constitute their stock in trade, of the lease of the premises on which their business is conducted, and of the debts 227owing to them by their customers. ”

“ The student should realize that usually the owner or owners of a business enterprise have both assets and liabilities other than those employed in the business. These personal properties and obligations of the owners are not to be taken into account when showing the proprietorship of a business unit or enterprise. They are to be considered only in showing the total proprietorship of any individual owner, when of course all of his properties, both inside and outside of the business, must be listed. ”

“ A party may deal with a corporation, in respect to its property, in the same manner as with an individual owner, and with no greater danger of being held to have received into his possession property burdened with a trust or lien. ”

“ As to these, the ancient and established rule prevails, namely, that when a corporation is dissolved, its personal property, like that o a man dying without heirs, ceases to be the subject of private ownership, and becomes subject to the disposal of the sovereign authority; while its real estate reverts or or escheats to the grantor or donor, unless some other course of devolution has been directed by positive law, though still subject, as we shall hereafter see, to the charitable use. ”

“ But I am not concerned with the defense of small proprietorship, but merely with the fact that it exists almost everywhere except in England. It is also true, however, that this estate of small possession is attacked everywhere today; it has never existed among ourselves, and it may be destroyed among our neighbors. ”

“ It is not merely that the ownership of any substantial share in the national wealth is concentrated to-day in the hands of a few hundred thousand families, and that at the end of an age which began with an affirmation of the rights of property, proprietary rights are, in fact, far from being widely distributed. ”

“ As the company may not be protected in its actual investment, if the value of its property be plainly less, so the making of a just return for the use of the property involves the recognition of its fair value if it be more than its cost. The property is held in private ownership, and it is that property, and not the original cost of it, of which the owner may not be deprived without due process of law. ”

“ By § 3608 all the property of state corporations must be assessed and taxed, and the word 'property' is defined by the Constitution to include, not merely tangible assets, but also 'franchises, and all other matters and things, real, personal, and mixed, capable of private ownership.' Everything, therefore, which is a part of the property of a state corporation is subject to assessment and taxation. ”

“ If the partnership sells out its property, including its good will and its profit-earning power, which are part of its property under the constitutional definition of property, there is nothing left to the separate partners. ”

“ Moreover, the shares represent a property interest, an aliquot proportion of the whole corporate assets. The shareholders, whether domestic or foreign, depend for the preservation and protection of this property upon the law of the State of the corporation's domicile. The property right so represented is of value, arises where the corporation has its home, and is therefore within the taxing jurisdiction of that state ”

“ It is more than likely that joint-ownership, and not separate ownership, is the really archaic institution, and that the forms of property which will afford us instruction will be those which are associated with the rights of families and of groups of kindred. ”

“ The natural meaning of the words would be that the ordinary property of the consolidating corporations, the property such as any one might own without special franchise, and might transfer by deed, shall belong to the new company without deed, but the franchises of the new company would seem to be left to be determined by the general law. ”

“ But where the charter authorizes capital stock to be paid in property, and the shareholders honestly and in good faith put in property instead of money in payment of their subscriptions, third parties have no ground of complaint. ”

“ Under one type it is provided that, when property is taken by the corporation in payment of its shares, the incorporators alone are the judges of the values of such property and that the state’s only duty is to prevent fraud. ”

“ And when the owners of property, vested in the stocks of a corporation, come here to claim a privilege or franchise, which exempts them from their equal share of the public burdens borne by the rest of the community, they are entitled to receive what is expressly or plainly granted to them, and nothing more. ”

“ Personal property, by the express wording of the statute, is made to include the capital stock of a corporation; and the provision above referred to requires all corporations doing business in this state, except banking and others whose taxation is specifically provided for, to list all their personal property, including in the return thereof all such real estate as is necessary to the daily operation of their business, together with their moneys and credits of every description within the state. ”

“ The acquisitions of real property by a trading corporation are commonly made upon a bargain and sale, for a full consideration, and without conditions in the deed; and no conditions are implied in law in reference to such conveyances. The vendor has no interest in the appropriation of the property to any specific object, nor any reversion, where the succession fails. ”

“ It is enough that the corporation, in complying with the lawful command of the state to part with ownership, is afforded a fair opportunity to realize the value of the land, and that the sale, when required, is to be under conditions reasonably calculated to realize its value at the time of sale. ”

“ The language is general, so general that it includes everything, not excepting good will, dividend-earning power, and the like, for they are 'capable of private ownership.' They belong to the corporation. There is no good will in a share of stock over and above the good will which belongs to the corporation, and, if the corporation sells and conveys all that it possesses 'capable of private ownership,' it sells and conveys its good will, and there is nothing left of good will or anything else belonging to the stockholders. ”

“ We answer, it is the private property of the corporation, that is, such as it held in its own right for profit or as a source of revenue, not charged with any public trust or use, and funds in its possession unappropriated to any specific purpose. In this respect the position of the extinct corporation is not dissimilar to that of a deceased individual; it is only such property as is possessed, freed from any trust, general or special, which can go in liquidation of debts. ”

“ To apply a rule based upon this condition to the isolated ownership, by an express company, of movable property in many states, in reality declares that a mere metaphysical or intellectual relation between property situated in one state and property found in another creates, as between such property, a close relation for the purposes of taxation. ”

“ Ownership, in this generic sense, extends to all classes of rights, whether proprietary or personal, in rem or in personam, in re propria or in re aliena. I may own a debt, or a mortgage, or a share in a company, or money in the public funds, or a copyright, or a lease, or a right of way, or the fee simple of land. Every right is owned; and nothing can be owned except a right. Every man is the owner of the rights which are his. ”

“ What is it to consume as a proprietor? It is to consume without working, to consume without reproducing. For, once more, that which the proprietor consumes as a laborer comes back to him; he does not give his labor in exchange for his property, since, if he did, he would thereby cease to be a proprietor. In consuming as a laborer, the proprietor gains, or at least does not lose, since he recovers that which he consumes; in consuming as a proprietor, he impoverishes himself. To enjoy property, then, it is necessary to destroy it; to be a real proprietor, one must cease to be a proprietor. ”