Corporation sole

A corporation sole is a legal entity consisting of a single ('sole') incorporated office, occupied by a single ('sole') man or woman. This allows a corporation (usually a religious corporation or a Commonwealth government) to pass vertically in time from one office holder to the next successor-in-office, giving the position legal continuity with each subsequent office holder having identical powers to their predecessor.

Most corporations sole are church-related (for example, the Archbishop of Canterbury), but some political offices of the United Kingdom, Canada, and the United States are also corporations sole. An example is that, in the UK, many of the Secretaries of State are corporations sole.^[1] In contrast to a corporation sole, a corporation aggregate consists of two or more persons, typically run by a board of directors. Another difference is that corporations aggregate may have owners or stockholders, neither of which are a feature of a corporation sole.

The concept of corporation sole originated as a means to the orderly transfer of church or religious society property, serving to keep title within the church or religious society. In order to keep the religious property from being treated as the estate of the vicar of the church, the property was titled to the office of the corporation sole. In the case of the Roman Catholic Church, the property is usually titled to the diocesan bishop, who serves in the office of the corporation sole. The Roman Catholic Church continues to use the corporation sole for holding title for property, and as recently as 2002, split a Californian diocese into many, smaller corporations sole, with each parish priest becoming his own corporation sole, thus limiting the liability of the diocese. Similarly, the Church of Jesus Christ of Latter-day Saints (Mormon church) uses the corporation sole form for its president (the Corporation of the President of the Church of Jesus Christ of Latter-day Saints). However, this is not an accurate statement of the worldwide position which will vary from country to country. For example in Britain and Ireland, a Roman Catholic Bishop is not a corporation sole and property is held by way of trusts. This position is largely due to the suppression of Catholics under Henry VIII and the penal laws.

The corporation sole form can also serve the needs of a very small church or religious society, just as well as a large diocese. By reducing the complexity of the organization to one office and one office holder, the need for by-laws is eliminated. Also, the pastor of the church or overseer of the society does not have to deal with the complexity of a board of directors.

Every state of the United States recognizes corporations sole under common law, and fifteen states have specific statutes that stipulate the conditions under which that state recognizes the corporations sole that are filed with that state for acquiring, holding, and disposing of title for church and religious society property. Almost any religious society or church can qualify for filing as a corporation sole in these states. There can be no legal limitation to specific denominations, therefore a Buddhist temple or Jewish Community Center would qualify as quickly as a Christian church. Some states also recognize corporations sole for various other non-profit purposes including performing arts groups, scientific research groups, educational institutions, and cemetery societies.

The Monarch of the Commonwealth realms is a corporation sole – she or he may possess property as monarch which is distinct from the property he or she possesses personally, and may do acts as monarch distinguished from their personal acts. In fact, Elizabeth II has several corporations sole – Her Majesty the Queen in Right of the United Kingdom, Her Majesty the Queen in Right of Canada, Her Majesty the Queen in Right of Australia are all distinct corporations sole. Because Australia and Canada have federal systems of government, Elizabeth also has a distinct corporation sole for each of the Australian states and Canadian provinces - for example, Her Majesty the Queen in Right of Queensland and Her Majesty the Queen in Right of Ontario.

Statutory corporations sole in the United Kingdom

• Auditor General for Wales
• Chief Inspector of Criminal Justice (in Northern Ireland)
• Official Custodian for Charities
• Office of the Immigration Services Commissioner
• Police Ombudsman for Northern Ireland
• Public Services Ombudsman for Wales
• Traffic Director for London
• The Crown
• The Information Commissioner
• The Dai al-Mutlaq^[2]

Statutory corporations sole elsewhere

• Minister of the Government, Republic of Ireland
• Public Trustee
• New Zealand Public Trustee

See also

• Sole proprietorship

References

1. ^ "Draft Cabinet Manual (para 102)". Cabinet Office. December 2010. http://www.cabinetoffice.gov.uk/sites/default/files/resources/cabinet-draft-manual.pdf. Retrieved 7 January 2010. 
2. ^ Incorporated by the Dawat-e-Hadiyah (England) Act 1993 (c. x)