William L. Kovacs

July 13, 2026

One of the least understood controversies in constitutional law is how corporations were transformed from artificial beings of state law into constitutional actors possessing rights the states cannot withdraw. The transformation to personhood over time gave corporations greater practical political influence than individual citizens because the Constitution now protects corporate political expenditures of artificial beings that can accumulate capital indefinitely from thousands or even millions of people and act in perpetuity.

This transition took place over 200 years without any court or legislative body ever explaining the legal foundation for the transformation that culminated in Citizens United v. Federal Election Commission (“FEC”) and, most recently, National Republican Senatorial Committee v. FEC.

Because of the scope of the material, the long time frame involved in the transformation, and the opaqueness of the decision-making process, this article will be released in four parts.

Part I — Can Artificial Entities Become Constitutional Persons?

Can an artificial entity created by state law acquire constitutional rights that the state itself can no longer limit?

That question lies at the heart of one of the most consequential developments in American constitutional law. For centuries, corporations have possessed the legal rights necessary to conduct business, including the ability to own property, enter into contracts, borrow money, and sue or be sued. Over time, however, the Supreme Court transformed corporations from artificial entities possessing limited legal rights into constitutional actors entitled to many protections originally associated with natural persons.

The corporate personhood transformation culminated politically in Citizens United, which prohibited the government from limiting independent political expenditures based on the speaker’s corporate identity. More recently, in National Republican Senatorial Committee v. FEC, the Court invalidated statutory limits on political parties’ expenditures coordinated with their candidates, continuing the judicial expansion of political spending protected by the First Amendment. The latter case concerns political parties which are non-profit corporations, but, more importantly, it illustrates how far the Court’s money-as-speech doctrine has traveled: restrictions on spending are treated as restrictions on political expression.

The Constitution, however, never mentions corporations. It contains no provision conferring constitutional personhood upon them. Congress, as part of its rules of statutory construction, has defined the word “person” to include corporations for purposes of federal legislation, but a rule of construction does not amend the Constitution or determine who possesses constitutional rights.

How, then, did an artificial entity created by state law become a constitutional participant in American self-government?

Legal Rights Are Not Political Rights

Every corporation requires certain legal capacities to exist. It must be able to acquire property, make contracts, employ workers, borrow money, issue debt, and appear in court. These capacities are incidents of the corporate form. Without them, a corporation could not conduct business.

That limited form of legal personhood is practical and understandable. The law treats the corporation as an entity separate from its shareholders so that it may transact business continuously, hold assets, incur liabilities, and survive changes in ownership.

But legal personhood is not the same as constitutional personhood, which has a role in governing the nation through elections.

The ability to sign a lease does not necessarily establish a right to influence an election. The capacity to sue does not answer whether a corporation possesses political speech rights equal to those of a citizen. Rights necessary to conduct commerce are fundamentally different from rights intended to preserve republican self-government.

Chief Justice John Marshall recognized the artificial nature of corporations in Trustees of Dartmouth College v. Woodward in 1819. He described a corporation as an artificial being, invisible, intangible, and existing only in contemplation of law. Its properties were those conferred by its charter, either expressly or as incidental to its existence. The decision protected Dartmouth’s charter as a contract, but it did not declare that corporations were natural persons or that they possessed the full range of constitutional liberties belonging to citizens.

Half a century later, the Court reiterated the distinction in Paul v. Virginia. It held that corporations were not citizens for purposes of the Constitution’s Privileges and Immunities Clause. Corporations, the Court explained, were “creatures of local law” that did not possess an absolute right to recognition in other states.

The principle seemed straightforward: states created corporations and defined the powers those corporations could exercise. Even Justice Antonin Scalia acknowledged in his Citizens United concurrence that, in the founding era, corporations could pursue only the objectives specified in their charters.

The question is not whether corporations should possess legal protections. They must. The question is how protections necessary for an artificial business entity gradually became constitutional rights to participate in the political governance of the citizens who created both the state and the corporations.

Next – Part II — Santa Clara: The Decision That Never Explained Itself