Pembina Consolidated Silver Mining Co. v. Pennsylvania: Court Explicitly Affirms Corporate Personhood

In an 8-0 decision authored by Justice Stephen Field, the U.S. Supreme Court explicitly affirmed corporate personhood under the Fourteenth Amendment, holding that “Under the designation of ‘person’ there is no doubt that a private corporation is included. Such corporations are merely associations of individuals united for a special purpose and permitted to do business under a particular name and have a succession of members without dissolution.” This was the first Supreme Court opinion to formally state what the Santa Clara headnote had merely claimed two years earlier. The case involved Pennsylvania’s requirement that out-of-state corporations obtain licenses to maintain offices in the state, which Pembina Mining challenged under the Equal Protection Clause. While the Court upheld the state’s authority to regulate foreign corporations not engaged in interstate commerce, it simultaneously confirmed that corporations possess due process and equal protection rights as “persons.” The Court distinguished between corporate status under the Privileges and Immunities Clause (finding corporations are NOT citizens) and the Equal Protection Clause (where they ARE persons). This decision cemented the constitutional foundation for expanding corporate rights while maintaining state regulatory authority over out-of-state corporations—a balance that would shift increasingly toward corporate power in subsequent decades.