Corporation sole
Encyclopedia
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. 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 realm
s 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
.
Religious corporation
A religious corporation is a type of religious non-profit organization, which has been incorporated under the law. Often these types of corporations are recognized under the law on a subnational level, for instance by a state or province government...
or a Commonwealth
Commonwealth
Commonwealth is a traditional English term for a political community founded for the common good. Historically, it has sometimes been synonymous with "republic."More recently it has been used for fraternal associations of some sovereign nations...
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
Archbishop of Canterbury
The Archbishop of Canterbury is the senior bishop and principal leader of the Church of England, the symbolic head of the worldwide Anglican Communion, and the diocesan bishop of the Diocese of Canterbury. In his role as head of the Anglican Communion, the archbishop leads the third largest group...
), 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
Secretary of State (United Kingdom)
In the United Kingdom, a Secretary of State is a Cabinet Minister in charge of a Government Department ....
are corporations sole. 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
Monarch
A monarch is the person who heads a monarchy. This is a form of government in which a state or polity is ruled or controlled by an individual who typically inherits the throne by birth and occasionally rules for life or until abdication...
of the Commonwealth realm
Commonwealth Realm
A Commonwealth realm is a sovereign state within the Commonwealth of Nations that has Elizabeth II as its monarch and head of state. The sixteen current realms have a combined land area of 18.8 million km² , and a population of 134 million, of which all, except about two million, live in the six...
s 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
Monarchy of the United Kingdom
The monarchy of the United Kingdom is the constitutional monarchy of the United Kingdom and its overseas territories. The present monarch, Queen Elizabeth II, has reigned since 6 February 1952. She and her immediate family undertake various official, ceremonial and representational duties...
, Her Majesty the Queen in Right of Canada, Her Majesty the Queen in Right of Australia are all distinct corporations sole. Because Australia
Australia
Australia , officially the Commonwealth of Australia, is a country in the Southern Hemisphere comprising the mainland of the Australian continent, the island of Tasmania, and numerous smaller islands in the Indian and Pacific Oceans. It is the world's sixth-largest country by total area...
and Canada
Canada
Canada is a North American country consisting of ten provinces and three territories. Located in the northern part of the continent, it extends from the Atlantic Ocean in the east to the Pacific Ocean in the west, and northward into the Arctic Ocean...
have federal systems of government
Federalism
Federalism is a political concept in which a group of members are bound together by covenant with a governing representative head. The term "federalism" is also used to describe a system of the government in which sovereignty is constitutionally divided between a central governing authority and...
, 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
Monarchy in the Canadian provinces
The monarchy of Canada forms the core of each Canadian provincial jurisdiction's Westminster-style parliamentary democracy, being the foundation of the executive, legislative, and judicial branches of government in each province...
.
Statutory corporations sole in the United Kingdom
- Auditor General for WalesAuditor General for WalesThe Auditor General for Wales is the public official in charge of the Wales Audit Office, the body responsible for auditing the Welsh Assembly Government, its public bodies, National Health Service bodies and local government in Wales...
- Chief Inspector of Criminal Justice (in Northern Ireland)
- Official Custodian for Charities
- Office of the Immigration Services CommissionerOffice of the Immigration Services CommissionerThe Office of the Immigration Services Commissioner is the United Kingdom regulator of the immigration advice industry whose powers stem from the Immigration and Asylum Act 1999.-OISC immigration advisers:...
- Police Ombudsman for Northern Ireland
- Public Services Ombudsman for WalesPublic Services Ombudsman for WalesThe Public Services Ombudsman for Wales was established by of the Public Services Ombudsman Act 2005...
- Traffic Director for London
- The CrownThe CrownThe Crown is a corporation sole that in the Commonwealth realms and any provincial or state sub-divisions thereof represents the legal embodiment of governance, whether executive, legislative, or judicial...
- The Information Commissioner
- The Dai al-Mutlaq
Statutory corporations sole elsewhere
- Minister of the GovernmentIrish GovernmentThe Government of Ireland is the cabinet that exercises executive authority in Ireland.-Members of the Government:Membership of the Government is regulated fundamentally by the Constitution of Ireland. The Government is headed by a prime minister called the Taoiseach...
, Republic of IrelandRepublic of IrelandIreland , described as the Republic of Ireland , is a sovereign state in Europe occupying approximately five-sixths of the island of the same name. Its capital is Dublin. Ireland, which had a population of 4.58 million in 2011, is a constitutional republic governed as a parliamentary democracy,... - Public TrusteePublic trusteeThe public trustee is an office established pursuant to national statute, to act as a trustee, usually where a sum is required to be deposited as security by legislation, where courts remove another trustee, or for estates where either no executor is named by will or the testator elects to name...
- New Zealand Public TrusteePublic Trustee (New Zealand)The Public Trustee of New Zealand was a government appointed corporation sole providing Trustee services to those unwilling to use private services, or required by the courts or legislation to use the Public Trustee...