Corporations as a concept can be found back in far-flung Rome, where cities were formed as legal entities with the ability to aggregate assets and property. Some earlier examples of corporate personhood can be seen in India, but much of the Western tradition is Roman in origin. Roman cities were “born” with celebratory ceremonies and ritualized celebrations marked the founding moment, steeping the idea of corporate-ness in deeply religious and ritual bases. Roman Catholic law slowly developed the concept of corporations as eternal entities that would retain property beyond the death of the individual, allowing the monasteries and chartered religious orders to pass along assets without ownership being taxed or reverting to the state or king, making it possible to build grand architecture like cathedrals that required multiple generations of continual administration and ownership. Under Pope Innocent IV, the Church was treated as a single “body” that spanned multiple nations, hence the etymological “corpus” word base, meaning “body.” The corporate form additionally allowed monastic organizations with vows of absolute poverty to nonetheless own things — the individual monks may have owned nothing, but the monastery proper was able to own land and investments and such. English monarchs began to infiltrate the concept of corporations in common law as a means to stress the supremacy of the state over the Church and at some stage, the idea was planted that the sovereign’s approval was required before a corporate enterprise could exist, though at this stage it was largely in relation to parishes and religious organizations. By the time of the American Revolution, the corporate chartering system had become a secular practice open to more than just religious groups. Non-religious business personhood was baked into the American government from the time of the American Revolution. As early as 1809 with Bank of United States v. Deveaux, the Supreme Court had to grapple with how the court could rule over corporate issues because Article III of the Constitution only allowed the court to consider controversies between the state and citizens of another state or between citizens of different states. The court’s response was that the corporation-bank must, in fact, have been a citizen of the United States, thereby allowing the court to consider a lawsuit between a Georgian and the bank.
All this history goes to say — the corporation, the LLC, and the nonprofit, are forms of legal creation that generate a semi-immortal “person” who exists as long as they are permitted to exist by state law. The Secretary of State’s office is the state administration that has the ability to “create” corporations and business entities, under Title 7 of Oregon law. Where once the King had to approve the corporate charter, now, the individual state’s Secretary of State has the authority to approve corporate creations. Separately, a business may be registered with OREA, thereby allowing it to conduct professional real estate activity, per ORS 696.026. The business you register with the Secretary of State will create the legal “person” of the business entity; the business you register with OREA will give an existing business entity the right to do real estate. Registering with OREA does not create the business entity “person,” nor does registering with the Secretary of State by itself give you the right to do real estate.
Think of the OREA registration as a fishing license — it allows the individual person to fish and makes sure the game wardens won’t cite them if they find the person fishing in the lake. If you don’t have a fishing license but you get caught fishing, you’re going to get fined. If OREA catches your corporation doing professional real estate activity without registration, you’re going to get fined. If no person exists to give the fishing license to, no license will be granted. If no business is registered with the Secretary of State, OREA cannot allow the registration under ORS 696.026(2).