The Chinese courts however were dealing, not with the property of the company in Shan Tung, but with its incorporation in China. It has not been suggested, nor is it arguable, that the company is incorporated elsewhere than in China or otherwise than by the law of China.
But, as Palmer says in his Company Law, 16th edition, at page 45
45
"A corporation, it must be remembered, is not, like a partnership or a family, a mere collection or aggregation of individual units. It is, in contemplation of law, a person distinct from the members or shareholders who are interested in it mataphysical entity a convenient fiction of law, but with no physical existence. As Lord Selborne said (G. E. Rail. Co. v. Turner, 8 ch. App. 152): 'The company is a mere abstraction of law.
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•
And Dicey, 5th edition, at page 136, says
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a
"The domicile of a corporation is the place considered by law to be the centre of its affairs which, case of a trading corporation in its principal place of
(1) in the business, i.e. the place where the administrative business of the corporation is carried on
and in paragraph (4) of his comment on this rule -
"There is this further essential difference between the domicile of a natural person and the domicile of a corporation. The domicile of a human being is a fact which, on certain points, subjects him to the law of a particular country. The domicile of a corporation is a fiction suggested by the fact that a corporation is, on certain points, e.g. the jurisdiction of the Courts, subject to the law of a particular country. Hence a corporation may very well be considered domiciled, or resident, in a country for one purpose and not for another, and hence, too, the great uncertainty as to the facts which determine the domicil, or residence, of a corporation. In each case the particular question is not whether a corporation has in reality a permanent residence in a particular country, but whether, for certain purposes (e.g., submission to the jurisdiction of the Courts, or the situs of its shares, or liability to taxation), a corporation is to be considered as resident in England, or : in some other country."
It seems therefore that for some purposes the domicile of this company may be in enemy territory, that is, the occupied Province of Shan Tung, but for the purposes of its incorporation its domicile remains in the country of its incorporation, at least so long as Chinese law is the ordinary civil law of the Province of Shan Tung.
That, at least, is the view which has apparently been taken by the Chinese courts. It accords with the principle that a corporation can only be dissolved in the country of its incorporation. Have the appellants shown any ground for departure from or modification of this principle in the present case?
The
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