Legistics
Body Corporate and Corporation

Recommendation

The term "corporation" should be used instead of "body corporate".

Discussion

The terms "body corporate" and "corporation" mean exactly the same thing. However, "body corporate" is archaic. It is never used in business and financial writing, which deal with corporations at great length, and does not appear in either the Canadian Oxford Dictionary or the Gage Canadian Dictionary (although other dictionaries do list it). Indeed, the very unfamiliarity of the term "body corporate" may mean that not all readers realize that it means the same thing as "corporation."

"Body" is a noun and "corporate" is an adjective. In English, adjectives generally go before the nouns they modify. "body corporate" is one of a small number of expressions in which the adjective follows the noun. This construction was fashionable in Elizabethan times, but, needless to say, it is no longer common.

Some expressions of this sort have passed into reasonably common use in modern English (e.g. "Attorney General," "Governor General," "heir apparent," "court martial"). Others are used only in legal English, but have well-established technical meanings within that field (e.g. "fee simple," "term certain," "condition subsequent"). However, not only is "body corporate" not current in modern English, but also it does not have a particularly technical meaning: it simply means "corporation," as is clear from the following definitions.

The New Oxford Dictionary of English:

  • body corporate

    • formal term for CORPORATION
  • Black's Law Dictionary (8th ed.):

    • body corporate. See CORPORATION.

corporation. An entity (usu. a business) having authority under law to act as a single person distinct from the shareholders who own it and having rights to issue stock and exist indefinitely; a group or succession of persons established in accordance with legal rules into a legal or juristic person that has legal personality distinct from the natural persons who make it up, exists indefinitely apart from them, and has the legal powers that its constitution gives it. — Also termed…body corporate; corporate body. See COMPANY.

company. 1. A corporation — or, less commonly, an association, partnership, or union — that carries on a commercial or industrial enterprise;…

Source:

  • R. Quirk et al., A Comprehensive Grammar of the English Language (Longman: Harlow, England, 1985), at 419 (Note), 1294-96.

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