Corporation sole

Most corporations sole are church-related (for example, the archbishopric of Canterbury),{{cn|date=January 2023}} although some political offices of the United Kingdom (e.g., many of the secretaries of state), Canada, and the United States are corporations sole.{{cite web|url=http://www.cabinetoffice.gov.uk/sites/default/files/resources/cabinet-draft-manual.pdf|title=Draft Cabinet Manual (para 102)|publisher=Cabinet Office|date=December 2010|accessdate=7 January 2010|url-status=dead|archiveurl=https://web.archive.org/web/20120426232549/http://www.cabinetoffice.gov.uk/sites/default/files/resources/cabinet-draft-manual.pdf|archivedate=26 April 2012}}

The concept of corporation sole originated as a means for orderly transfer of ecclesiastical property, serving to keep the title within the denomination 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 Catholic Church, ecclesiastical property is usually titled to the diocesan bishop, who serves in the office of the corporation sole.

The Catholic Church continues to use corporations sole in holding titles of property: as recently as 2002, it split a diocese in the US state of California into many smaller corporations sole and with each parish priest becoming his own corporation sole, thus limiting the diocese's liability for any sexual abuse or other wrongful activity in which the priest might engage. This is, however, not the case everywhere, and legal application varies. For instance, other U.S. jurisdictions have used corporations at multiple levels.{{cite news |last1=Allen |first1=Robert |title=Detroit Archdiocese transfers assets; critics say it's a shell game |url=https://www.freep.com/story/news/local/michigan/detroit/2018/12/14/detroit-archdiocese-transferring-assets/2302809002/ |accessdate=13 January 2019 |agency=Detroit Free Press |date=14 December 2018}}{{cite web |last1=Long-Garcia |first1=J.D. |title=Phoenix parishes to be separate corporations |url=https://www.catholic.org/news/national/story.php?id=27341 |website=Catholic Online |accessdate=13 January 2019 |archiveurl=https://web.archive.org/web/20190113232538/https://www.catholic.org/news/national/story.php?id=27341 |archivedate=13 January 2019 |url-status=live |date=27 March 2008}} In the jurisdictions of England and Wales, Scotland, Northern Ireland, and the Republic of Ireland, a Catholic bishop is not a corporation sole, and real property is held by way of land trusts, a tradition dating back to the suppression of Catholicism by Henry VIII during the English Reformation and the Penal Laws of Ireland.{{citation needed|date=April 2020}}

The Church of Jesus Christ of Latter-day Saints uses the corporation sole form for its president, which is legally listed as "The Church of Jesus Christ of Latter-day Saints".{{Cite web |title=LDS Corp. — The church's long journey to stay on the right side of the law and its principles |url=https://www.sltrib.com/news/2021/06/01/lds-corp-church-longs/ |access-date=2023-10-02 |website=The Salt Lake Tribune |language=en-US}}

Iglesia ni Cristo was registered as corporation sole with the Insular Government of the Philippines in 1914{{Cite web|url=https://archive.org/details/IglesiaNiKristoRegistrationDocument1914|title=Iglesia Ni Cristo Registration Document|date=14 July 1914 }} and with the People's Republic of China in 2014.{{citation needed|date=June 2024}}

The corporation sole form can serve the needs of a religious organization by reducing its complexity to that of a single office and its holder, thereby eliminating the need for by-laws and a board of directors.{{citation needed|date=April 2020}}{{original research inline|date=April 2020}}

{{main|The Crown}}

Within most constitutional monarchies, notably the Commonwealth realms, the Crown is a nonstatutory corporation sole.{{cite journal | url=https://ejournals.library.ualberta.ca/index.php/constitutional_forum/article/view/21751/16323 | title=Royal Succession and the Canadian Crown as a Corporation Sole: A Critique of Canada's Succession to the Throne Act, 2013 |first1=Philippe |last1=Lagassé |first2=James |last2=Bowden | journal=Constitutional Forum | year=2014 | volume=23 | issue=1}}{{Harvnb|Blackstone|1809|p=469}}{{cite book | url=https://books.google.com/books?id=QYuF6jmoem8C&q=crown+as+corporation+sole&pg=PA348 | title=British Government and the Constitution: Text and Materials | publisher=Cambridge University Press | author=Colin Turpin and Adam Tomkins | year=2007 | pages=348| isbn=9781139465366 }}{{cite web | url=http://www.macleans.ca/politics/the-queen-of-canada-is-dead-long-live-the-british-queen/ | title=The Queen of Canada is dead; long live the British Queen | publisher=Maclean's Magazine | date=3 February 2013 | accessdate=31 December 2015 | author=Lagassé, Philippe}} Although conceptually speaking, the office and officeholder retain dual capacities in that they may act both in a corporate capacity (as monarch) and in an individual capacity (as a private person), they are inseparably fused in law; there is no legal distinction between the office and the individual person who holds it.{{Harvnb|Lagassé|Bowden|2014|p=18}} The Crown (state) legally acts as a person when it enters into contracts and possesses property.{{cite book | url=https://books.google.com/books?id=jblCAAAAYAAJ&q=after+a+corporation+is+formed+and+named | title=Commentaries on the Laws of England: In Four Books, Volume 1 | publisher=A. Strahan |first=Sir William |last=Blackstone | year=1809 | location=London | pages=474–475}} As a person, the monarch (officeholder) may hold properties privately, distinct from property he or she possesses corporately, and may act as monarch separate from their personal acts. For example, Charles III as a natural person holds several separate offices, such as king of the United Kingdom, king of Canada, king of Australia, and the supreme governor of the Church of England, all of which are distinct corporations sole, even as he acts as a natural person in his private capacities separate and apart from his role filling these various offices (corporations). Likewise, the office of prime minister has use of certain properties and privileges, such as an official residence and decision-making powers, that remain with the office once the officeholder leaves, even as the officeholder may own property in a private capacity.{{citation needed|date=April 2020}}

The sovereign's status as a corporation sole ensures that all references to the king, the queen, His Majesty, Her Majesty, and the Crown are synonymous, referring to exactly the same legal personality over time.{{cite book | url=https://books.google.com/books?id=pSc5AQAAMAAJ&q=legal+person | title=Crown Law | publisher=Butterworths | author=Lordon, Paul | year=1991 | location=London | pages=4–5 | isbn=978-0409893861}}[http://laws-lois.justice.gc.ca/PDF/I‑21.pdf Interpretation Act, R.S.C. 1985, c I-21, as it appeared on 2020‑03‑05], § 35. While natural persons who serve as sovereign pass on, the sovereign never legally dies;{{cite journal |journal=Halsbury's Laws of England |edition=Fifth |title=Crown and Crown Proceedings |pages=8–9 |volume=29 |year=2014}} thus the corporate nature of the office of sovereign ensures that the authority of the state continues uninterrupted.{{Harvnb|Lagassé|Bowden|2014|pp=18–19}} In other words, the sovereign is made a corporation sole to prevent the possibility of disruption or interregnum, thereby preserving the stability of the Crown (state). For this reason, at the moment of the demise of the sovereign, a successor is immediately and automatically in place.[http://laws-lois.justice.gc.ca/PDF/I‑21.pdf Interpretation Act, R.S.C., 1985, c. I-21, as it appeared on 2020‑03‑05], § 46.

As a corporation sole, the legal person of the sovereign is the personification of the state and consequently acts as a guarantor of the rule of law and the fount of all executive authority behind the state's institutions.[http://canlii.ca/t/g0n32 McAteer et al. v. Attorney General of Canada, 2013 ONSC 5895 (CanLII]), Morgan J. As Australia and Canada have federal systems of government, the sovereign in these cases also possesses capacities as distinct corporation sole in right of each of the Australian states and Canadian provinces; for example, as His Majesty the King of Australia in Right of Queensland and His Majesty the King of Canada in Right of Alberta.{{citation needed|date=April 2020}}

Every state of the United States recognizes corporations sole under common law, and about a third of the 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.{{cite web |last1=O'Hara |first1=James B. |title=The Modern Corporation Sole (from 93 DICKINSON LAW REVIEW, FALL 1988) |url=http://corporationsole.hushmoney.org/moderncorporationsole.htm |accessdate=13 January 2019 |quote=of the states, with explicit statutory provisions for corporations sole in about a third}}{{cite journal |last1=O'Hara |first1=James B. |title=The Modern Corporation Sole |journal=Dickinson Law Review |date=1988 |volume=93 |page=23ff |url=https://heinonline.org/HOL/LandingPage?handle=hein.journals/dlr93&div=9 |accessdate=13 January 2019}} 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.{{citation needed|date=January 2020}}

• The Crown (sometimes regarded as a corporation aggregate){{Cite web |url=http://lawcommission.justice.gov.uk/docs/cp143_Execution_of_Deeds_and_Documents_Consultation.pdf |title=The execution of deeds and documents by or on behalf of bodies corporate |access-date=2012-06-16 |archive-url=https://web.archive.org/web/20120810125956/http://lawcommission.justice.gov.uk/docs/cp143_Execution_of_Deeds_and_Documents_Consultation.pdf |archive-date=2012-08-10 |url-status=dead }}
• Administrator of Japanese Property (no longer exists){{Cite web |title=The Japanese Treaty of Peace Order 1952 |url=https://www.legislation.gov.uk/uksi/1952/862/article/3/made |website=legislation.gov.uk}}
• Auditor General for Wales{{Cite web|url=http://www.legislation.gov.uk/ukpga/2006/32/schedule/8/paragraph/4#text=%22corporation+sole%22|title=Government of Wales Act 2006|website=www.legislation.gov.uk}}
• Chief Executive of Skills Funding{{Cite web|url=http://www.legislation.gov.uk/ukpga/2009/22/schedule/4|title=Apprenticeships, Skills, Children and Learning Act 2009|website=www.legislation.gov.uk}}
• Children's Commissioner for England{{Cite web |last=Dunford |first=John |date=1 November 2010 |title=Review of the Office of the Children’s Commissioner (England) |url=https://www.education.gov.uk/publications/eOrderingDownload/Cm-7981.pdf |website=gov.uk}}
• Children's Commissioner for Wales{{cite web| url = http://www.legislation.gov.uk/ukpga/2000/14/schedule/2/paragraph/1#text%3D%22corporation%20sole%22| title = Care Standards Act 2000}}
• Commissioner for Older People for Northern Ireland{{Cite web|url=http://www.legislation.gov.uk/nia/2011/1/schedules/enacted|title=Commissioner for Older People Act (Northern Ireland) 2011|website=www.legislation.gov.uk}}
• Commissioner of Police of the Metropolis
• Comptroller and Auditor General
• The Corporate Officer of the House of Commons,{{Cite web|url=http://www.legislation.gov.uk/ukpga/1992/27/section/2|title=Parliamentary Corporate Bodies Act 1992|website=www.legislation.gov.uk}} and the Corporate Officer of the House of Lords,{{Cite web|url=http://www.legislation.gov.uk/ukpga/1992/27/section/1|title=Parliamentary Corporate Bodies Act 1992}} two corporations established by the Parliamentary Corporate Bodies Act 1992
• Duke of Cornwall
• Duke of Lancaster
• Information Commissioner{{Cite web |title=Data Protection Act 2018 (c. 12) |url=https://www.legislation.gov.uk/ukpga/2018/12/schedule/12/paragraph/1/enacted/data.xht?view=snippet&wrap=true |website=gov.uk}}
• Mayor (of London)'s Office for Policing and Crime
• Judicial Appointments and Conduct Ombudsman
• Lord Mayor of the City of London
• Official Custodian for Charities[http://www.charity-commission.gov.uk/about_us/ogs/g038a001.aspx#a3 OG38 A1 – WHAT IS A CORPORATION?] {{Webarchive|url=https://web.archive.org/web/20120823084256/http://www.charity-commission.gov.uk/About_us/OGs/g038a001.aspx#a3 |date=2012-08-23 }}, Charity Commission
• Immigration Services Commissioner
• Police Ombudsman for Northern Ireland{{Cite web|url=https://www.policeombudsman.org/what-we-do/about-us|title=Police Ombudsman for Northern Ireland - Learn about the Police Ombudsman for Northern Ireland|website=Police Ombudsman for Northern Ireland}}
• Public Services Ombudsman for Wales
• Public Trustee[http://www.justice.gov.uk/protecting-the-vulnerable/public-trustee Public Trustee], Ministry of Justice
• Pubs Code Adjudicator{{Cite web|url=http://www.gov.uk/government/organisations/pubs-code-adjudicator|title = Pubs Code Adjudicator| date=4 August 2023 }}
• Receiver for the Metropolitan Police District{{Cite web|url=http://www.legislation.gov.uk/ukpga/Vict/24-25/124/section/1#text=%22corporation+sole%22|title=Metropolitan Police (Receiver) Act 1861|website=www.legislation.gov.uk}} (abolished)
• Registrar General
• many secretaries of state in the United Kingdom (various; most recently Foreign, Commonwealth and Development Affairs)[https://www.legislation.gov.uk/uksi/2020/942/made The Transfer of Functions (Secretary of State for Foreign, Commonwealth and Development Affairs) Order 2020], art 3(1).
• Solicitor for the affairs of the Duchy of Lancaster{{Cite web|url=http://www.legislation.gov.uk/ukpga/Geo5/10-11/51/section/3/enacted|title=Duchy of Lancaster Act 1920}}
• Treasury Solicitor{{Cite web|url=http://www.legislation.gov.uk/ukpga/Vict/39-40/18/section/1#text=%22corporation+sole%22|title=Treasury Solicitor Act 1876|website=www.legislation.gov.uk}}
• London Fire Commissioner{{Cite web|url=https://www.london-fire.gov.uk/about-us/governance-london-fire-commissioner/|title=Governance - London Fire Commissioner|website=www.london-fire.gov.uk}}

• Dai al-MutlaqIncorporated by the [https://www.legislation.gov.uk/ukla/1993/10/enacted Dawat-e-Hadiyah (England) Act 1993] (c. x)

• Archbishop of Canterbury{{Cite web |date=3 August 1832 |title=Ecclesiastical Corporations Act 1832 |url=https://www.legislation.gov.uk/ukpga/Will4/2-3/80/enacted?view=plain |website=gov.uk}}
• Archbishop of York
• Bishops of the Church of England[https://www.gov.uk/government/publications/execution-of-deeds/practice-guide-8-execution-of-deeds Practice Guide 08], Land Registry
• Deans of the Church of England
• Rectors and Team Rectors in the Church of England
• Vicars in the Church of England{{Cite web|url=https://www.theyworkforyou.com/debate/?id=2006-10-17b.813.6|title = I can reassure my hon. Friend on}}{{Cite web|url=http://www.legislation.gov.uk/ukpga/Vict/1-2/23/section/16|title=Parsonages Act 1838 (repealed)|website=www.legislation.gov.uk}}

• New Zealand Public Trustee
• Māori Trustee, New Zealand{{Cite web|url=https://www.oag.govt.nz/2004/maori-land-court/part4.htm|title=Part 4: Client Service Performance of the Māori Trustee|website=Office of the Auditor-General New Zealand|language=en-nz|access-date=2019-09-10}}

• New Zealand's Office of the Privacy Commissioner{{Cite web |date=28 November 2014 |title=2014 Annual Report: A signal year for privacy law |url=https://www.privacy.org.nz/publications/statements-media-releases/2014-annual-report/ |access-date= |website=privacy.org.nz}}

• The Diocese of Hong Kong{{Cite web|url=https://www.elegislation.gov.hk/checkconfig/checkClientConfig.jsp?applicationId=RA001|title=Hong Kong e-Legislation|website=www.elegislation.gov.hk}}
• The Church of Jesus Christ of Latter-day Saints, in the office of its Presiding Bishop
• Director of National Parks, Australian government{{cite web |title=ENVIRONMENT PROTECTION AND BIODIVERSITY CONSERVATION ACT 1999 - SECT 514A Continuation |url=http://www7.austlii.edu.au/cgi-bin/viewdoc/au/legis/cth/num_act/npawca1975390/s15.html |publisher=Australian government |accessdate=10 July 2018}}
• Governor General of Canada[http://laws-lois.justice.gc.ca/eng/acts/G-9/page-1.html#docCont Governor General’s Act], R.S.C., 1985, c. G-9, § 2.
• Minister of the Government, Republic of Ireland
• Public Trustee
• The Archbishop of Manila
• The Archbishop of New York
• Office of the sovereign of Canada
• The Catholic Bishop of Chicago, A Corporation Sole- The Archdiocese of Chicago
• (Former) Administrator of the Southern Electricity Supply of New South Wales

{{wiktionary}}

• Legal person

{{Reflist|30em}}

Category:English law

Category:Corporations by type