One Corporation with Sole!!!

[heyday]

One Corporation With Sole

There are two general classifications of corporations aggregate and sole. Aggregate corporations have boards of directors, officers, issue shares, and have bylaws. A Corporation Sole consists of one incorporated office and provides for a succession of office holders, with no board of directors, no shares, no bylaws, and no other officers.

The corporation sole grew out of a need for the Church of England and the Roman Church to find a secure and orderly way to hold and pass title for church property with immunity from government interference. The modern Corporation Sole is the result of 500 years of common law testing. It is very rare that a court case involving a Corporation Sole will go to the appeal level, because the bugs were worked out of the system long ago.

The British Crown is a Corporation Sole. The Archbishop of Canterbury is a Corporation Sole, as are all bishops and vicars in the Episcopal Church. To simplify this concept, you may think of the British Crown Corporate Sole as being a series of Monarchs. In this sense, Queen Elizabeth is the same Corporation Sole as Queen Victoria, King George III, King Edward, and King James. The legal maxim "The King never dies" is true, because "the King" is an office, not a man or woman.

As of 1967, most offices of Catholic Bishop in the United States were organized as Corporation Sole. There are functioning Corporation Sole in over half of the states and there are explicit statutes in seventeen states that describe Corporation Sole. Some states specifically recognize Corporation Sole but do not permit statutes to be written regarding them because of the first amendment prohibition against a government making laws respecting an establishment of Religion or prohibiting the free exercise thereof. Virginia and West Virginia have constitutions that forbid laws that respect an establishment of religion, hence, there are no statutes for Corporation Sole in those states although the common-law form of Corporation Sole is perfectly legal in those states.

Arizona Statutes provide for Corporation Sole to be formed for the purpose of acquiring, holding, and disposing of church or religious society property for the benefit of religion, for works of charity and for public worship, and of property of scientific research institutions maintained solely for pure research and without expectation of pecuniary gain or profit. This description was taken almost verbatim from the statute.

The Corporation Sole appears to be the answer to the Sovereign's prayers. We may file a Corporation Sole as a religious society who's purpose is education, medical services, legal services, or whatever our religious society decides is worthy of our efforts. By recording the ownership of the property as a church, it is entitled to all of the consideration of other churches and religious societies in your county. If the land is patented, then the church may usually buy, hold, and sell property (real and personal) with complete tax immunity.

Whereas aggregate corporations are capitalized for a certain dollar value, there is absolutely no statutory limitation on how much money may pass through the coffers of a church or religious society. Remember, the Corporation Sole was developed by the Roman Church and the British Crown. You don't think that either of them would allow a mere government to interrupt their cash-flow, do you?

To form a Corporation Sole, a church official is elected or appointed in conformity with the church constitution, canons, rites, or regulations. Pure research organizations may make and subscribe to formal articles of incorporation and acknowledge and record them in the same manner as a deed in each county in which real property of the corporation is situated, together with an impression of the Seal which it adopts. Not all states provide for a Seal.

Montana's statutes not only provide for a seal, they also specifically provide for ownership of property in any state or any foreign country. Gamaliel Ministries has an affiliated Mission in Montana and the effect has been very pleasing for all concerned. It provides for smooth, tax-free transfer (tax immunity) of title for property.

The test is not that we win in court, but that we don't go to court. Normal procedure when a Corporation Sole does find itself in court is for the constitution, bylaws, canons, or regulations of the church to replace the state statutes and rules of court. If a church regulation covers a particular situation, the church regulation takes precedence over the state statute or rule of procedure.

Because the government has no power over any free church, all enforcement procedures must use the rules of the church! What this means in practical terms is that it is to your advantage to engage the services of a knowledgeable professional in drawing up your church charter. Beware of bargains in brain surgeons, lawyers, and financial service experts!

Most Catholic Dioceses consist of many a Corporation Sole under the umbrella of one incorporated office of a bishop. Each building or automobile may be its own corporation sole. The reason is purely to limit insurance liability. If the church school bus is involved in an accident, the recourse is to the corporation sole that owns the school bus, not the entire school, church building, rectory, and sanctuary.

This principle for limiting liability is similar to the practice of the commercial airlines. Virtually all commercial air planes that are not leased from foreign corporations [and this is another story!] are self-contained corporations. The Officers and crew of the airplane are the officers of the corporation, and the officers change with each change of crew. There have been as many airline crashes in recent years as there ever have been, but we have stopped reading about multi-million dollar court settlements.

The reason we no longer hear of multi-million dollar court settlements is that all of the assets to defray liability for the crash are sitting in a heap of scrap metal and all of the liable corporation officers are just as dead as the passengers. The huge airline companies keep raking in the money and have no liability for the loss, whatsoever. They also have no reason to spend as much on maintenance.

Cost to set up and maintain a Corporation Sole can be considerably less than a comparative level of protection in either a domestic or a foreign Trust. The initial (umbrella) Corporation Sole for a church or religious society will cost from $500.00 to $15,000.00. You may be taking your chances with the less expensive help and you should be getting a gilt-edged book for the top dollar figure.

Usually, because the big job of compiling your church charter has been finished, your subsidiary Corporation Sole are discounted heavily. If it takes $5,000.00 worth of time and effort to write up your first Corporation Sole, then the subsidiary Corporation Sole should cost roughly one-half to two thirds of that. There would be some one-time expenses, such as the cost of designing an impression seal and having it built.

In order to be official, an impression of the seal must be filed when the Corporation Sole is recorded in your county or state. In a manner similar to the expense of Trusts, the price of the original Corporation Sole will depend more on the attention to detail and level of service that you are getting than on the cost of typing and printing. Cost of additional corporations are less expensive because the cost of the Seal and writing the Charter are eliminated.

There are no annual renewal fees for Corporation Sole, as there are in Trusts. Future expenses will include only the normal costs of operation plus filing notice with the county recorder or Secretary of State every time the person occupying the office of Corporation Sole is replaced by another person.

The Corporation Sole has the potential to solve many of the current problems that face Americans. Imagine the benefit to home schooling groups, right to life groups, and even extended families of Christians. Especially because tax immunity from real estate is immediate upon transfer of land and property into the corporation sole!

The cost of $5,000.00 is low enough (with no annual fees) that it should not be beyond the reach of most families and groups. If the Corporation Sole is flexible enough to manage the operation of the Anglican Church or the Roman Church, then Corporation Sole has the flexibility to manage the operation of a healing ministry, a church school, and a transportation ministry, as well as manage all of the real estate owned by the religious society.

Some states, like Alaska, have such poorly written statutes that it would be unwise to organize in those states. Also, we need to police ourselves, because if the Sovereigns abuse the use of Corporation Sole by using them to hold title to bars, brothels, and bomb factories then it will not be very long before the government (in concert with the most powerful organized churches in the world) will find a way to circumvent our right to use Corporation Sole. In spite of this, I believe that the Corporation Sole is more secure method of holding title to real estate than an offshore Trust, and considerably less expensive.

[heyday]

Advantages and Unique Features of Corporation Sole
A discussion of Corporation Sole for financial services and asset protection professionals.

Recently, there has been a lot of information and misinformation passed around among estate planners and investment consultants about Corporation Sole. Corporation Sole have been around for over 450 years, so they are not a "new kid on the block". Corporations Sole are used primarily for holding and passing the title for property belonging to a church, religious society, or charitable organization. Two examples of well-known Corporations Sole are the Christian Brothers Winery and the Sierra Club.

Because you will be asked about Corporation Sole, if you haven't already been asked, I'll share a little background information on Corporation Sole and you may be able to decide if or how they fit in with the estate planning strategies that you provide for clients. This discussion is the result of five years of studying Corporation Sole, and writing Corporation Sole for dozens of clients.

In this learning curve, I have studied the documents written by most of the current Corporation Sole gurus. In various ways and to varying degrees, I find that there is a general lack of understanding of the historic usage of Corporation Sole, even among the so-called "gurus". There is also a general lack of understanding of the statutes regarding Corporation Sole that results in most cases in a giving away of the potential benefits gained by this unique form of corporation.

People use corporations when they need a means of limiting liability. Normal Corporations are a creation of the state, and begin their existence on the date that the state incorporates them. Normal corporations owe their existence and allegiance to the government. Normal corporations require several officers, they have boards of directors, stockholders, annual fees, annual reports, and operate under many statutory regulations. Corporations have a continual, perpetual existence unless limited by their own Articles of Incorporation.

People use trusts when they need a means of protecting assets. Trusts are used when one person entrusts another person with some valuable asset or a right. The asset or right must be sufficiently identified for title to pass to the trustee and title must actually pass to the trustee. The asset or right, therefore, belongs to the trustee, and is not returned into the ownership of the original owner [trustor] or a designated beneficiary until the trust terminates on a stipulated date or under certain conditions.

The reason why assets placed in trust are not liable for claims against the trustor or for taxes of the trustor is because the property really does belong to someone else. Statutory Trusts are not perpetual, and they are limited by statute to a certain number of years [20, 30, 99 years, etc.].
There are laws against perpetual trusts in virtually all, if not actually all, jurisdictions.

Wouldn't it be nice if we could have an organization that has the advantages of limited liability of a corporation, without the regulation, without the multiplicity of offices of a corporation, for an organization that the government does not create (therefore the organization does not owe its allegiance to the state), and also allow the organization to function as a perpetual trust in order to protect and convey assets for many generations?

Carefully reading and comparing the Nevada Corporation Sole statutes* and a well-written corporation sole instrument, we learn that the Corporation Sole can be everything that is listed above.

The requirements for state-filed documents are rather rigid, and the documents that don't meet the standards are rejected. Many documents that do meet the State's requirements are so poorly written that they give away all of the advantages recognized in the first amendment's "free exercise [of religion]" clause. Some Corporation Sole documents even attempt to form a contract with "the ALLEGED state of [State]".

Under UCC 1-203, Good Faith is a requirement in all contracts. Because it is not possible, in my opinion, to operate in good faith when one is alleging that the other party may or may not exist, then that kind of Corporation Sole instrument is inherently flawed and the courts will eventually walk right through them and seize all of the assets that your society accumulates.

I have friends who (in the past) had organized a church under Corporation Sole and promptly applied for IRS 501(C)(3) status. Applying for permission for exemption under 501(C)(3) voids the natural immunity against regulation found in the First Amendment to the Constitution as well as the Internal Revenue Code, section 508. In spite of some sad examples of poor planning, there are also some very solid Corporation Sole instruments that do hold up in the courts.

Being a "Corporation", the Corporation Sole is by nature a form of limiting liability within the assets of the corporation. The Nevada statutes on Corporation Sole stipulate that the property is held "in trust" for the membership of the organization. This makes this kind of corporation function as a trust! In fact, the Oklahoma statutes describing Corporation Sole are found in that state's trust successor provisions, with a waiver of the "rule against perpetuities".

One feature of religious societies is that they may accept vows of poverty by their members [like monks, nuns, and priests]. The IRS recognizes these vows of poverty. For a small part of the IRS information on Vows of Poverty, look at pages 2 and 5 in IRS Publication 517.

When one is under vow of poverty, the physical objects in their possession are not their own, although it may be their job to look after and use those objects. Thus, when you see a Bishop being moved between a cathedral and a golf course, he may be carried in a stretched limousine, but he is still under a vow of poverty that is recognized by the IRS, and he is not questioned or bothered by the IRS. Virtually all Catholic Dioceses are organized as Corporations Sole.

The procedure used by some ministers is to first take the vow of poverty, second, file a "final income tax return" on a Form 1040, and third, file along with the Form 1040 a "Notice of Final Income Tax Return". The Form 1040 is a Codicil [in Black's Law Dictionary, see: "Label", and then examine a Form 1040]. Because a codicil amends a codicil, the "final income tax return" ends any need for future filings.

The Notice informs the IRS of both the Vow of Poverty and the final Form 1040. IF, IF, IF the IRS sends one of their famous form letters asking for a donation [actually, a contribution] for the IMF, then the letter is turned over to a scribe who sends copies of the final 1040, the Vow of Poverty, and the Notice, and tells the requestor that the priest/member is under Vow of Poverty and has no possessions or income, therefore the alleged tax bill is un-collectable and all collection activities must be discontinued.
The Scribe could even request a donation from the IRS employee to promote the work of the mission!

One guaranteed way to fail in an attempt to avoid taxation is to work for W-2 wages and donate 100% of your income to a Corporation Sole of which you are the overseer. In cases like this, there is a contractual obligation not to exceed a certain percentage of one's income in charitable donations. Also, the IRS justifiably claims that the Corporation Sole is an "alter ego" of the W-2 wage earner, and liens, levies, and seizes all of the assets of the Corporation Sole.

The best way to avoid this scenario is to never work for W-2 wages, but if you do, stay within the guidelines of the IRS when making donations. You may use other tax strategies for lowering the tax bite if you wish, but please recommend that your clients protect their family assets by staying within the law (your contractual obligations). When the client eventually finds out that there is no way to safely reside within the tax system, they may want to get completely out of it.

[heyday]

The religious society's property that is in the custody of the overseer cannot be taken by a court for satisfaction of personal claims against the overseer, because the property is held ONLY in the overseer's fiduciary capacity. At one point in American History, the Patriarch of every household was legally considered as being the overseer of a common-law corporation sole. In looking at this pattern, it appears that the US Constitution's prohibition against "corruption of blood", is one of the legal foundations and supports for this concept.

When no law can restrict the right, by blood relationship, for your children to inherit the fruits of the parent's labor, this is identical in precept to no law being able to take away the right of future members of your congregation or religious order [family religious unit] to use and enjoy the property of previous generations. The constitution seems to recognize that as a family Patriarch, we are not working for our own benefit, but for the benefit of future generations.

Quite obviously, the founding fathers of America thought of the family as the basic religious unit of society. We are therefore acting as a fiduciary for our grandchildren and the family property is not ours alone, but belongs to the family.

Taxation is the only means for governments to work corruption of blood. Because no law may impair obligation of contracts, then when one places their family's property under contract (mortgage or otherwise), that property is no longer protected by the "corruption of blood" provisions. The primary contract that compromises our right of owning property is the Social Security Number.

One of the most difficult contracts that one must deal with is the UCC's "holder in due course" issue regarding Federal Reserve Notes (FeRNs). The Corporation Sole / Vow of Poverty deals with this issue better than any other method. By not owning anything, we can be carrying pockets full of FeRNs, be in charge of massive investment accounts, and still have no personal liability for the bankruptcy nature of the Federal Reserve Notes [United States Bankruptcy debt instruments].

During the "transition phase" out of a life that is completely under government regulation and control and into a life of liberty and privacy, it appears that Corporation Sole can be a valid and valuable tool for many traditional family units, both as a limit on liability and for protection of family assets.

[heyday]

[... Statutes regarding Church Exemptions Omitted-poster...]

TITLE 26 > Subtitle A > CHAPTER 1 > Subchapter F > PART I > Sec. 501

We will go straight to the source of the taxing requirements, and see what they have to say about tax paying, filing, and record-keeping. I know of no better source.

(c) List of exempt organizations - The following organizations are referred to in subsection (a):
(1) Any corporation organized under Act of Congress which is an instrumentality of the United States but only if such corporation [abridged - see also: 28 USC 3002(15)(C)]
(2) Corporations organized for the exclusive purpose of holding title to property, collecting income there from, and turning over the entire amount thereof, less expenses, to an organization which itself is exempt under this section. Rules similar to the rules of subparagraph (G) of paragraph (25) shall apply for purposes of this paragraph.
(3) Corporations, and any community chest, fund, or foundation, organized and operated exclusively for religious, charitable, scientific, testing for public safety, literary, or educational purposes, or to foster national or international amateur sports competition (but only if no part of its activities involve the provision of athletic facilities or equipment), or for the prevention of cruelty to children or animals, no part of the net earnings of which inures to the benefit of any private shareholder or individual, no substantial part of the activities of which is carrying on propaganda, or otherwise attempting, to influence legislation (except as otherwise provided in subsection (h)), and which does not participate in, or intervene in (including the publishing or distributing of statements), any political campaign on behalf of (or in opposition to) any candidate for public office.
TITLE 26 > Subtitle A > CHAPTER 1 > Subchapter F > PART II > Sec. 508 Available Online Here

You see here that 501(c)(3) is for corporations, which are organized for benevolent purposes, NOT for churches.

(a) New organizations must notify Secretary that they are applying for recognition of section 501(c)(3) status Except as provided in subsection (c), an organization organized after October 9, 1969, shall not be treated as an organization described in section 501(c)(3) -
(b) [not cited]
(c) Exceptions
(1) Mandatory exceptions - Subsections (a) and (b) shall not apply to -
(A) churches, their integrated auxiliaries, and conventions or associations of churches, or
The difference between a 508(C)(1)(a) Exception and a 501(C)(3) Exemption is rather startling.

EXEMPT. To release, discharge, waive, relieve from liability. To relieve, excuse, or set free from a duty or service imposed upon the general class to which the individual exempted belongs; as to exempt from military service. To relieve certain classes of property from liability to sale on execution, or from taxation, or from bankruptcy or attachment.

EXCEPTION. Act of excepting or excluding from a number designated or from a description; that which is excepted or separated from others in a general rule or description; a person, thing, or case specified as distinct or not included; an act of excepting, omitting from mention or leaving out of consideration. Express exclusion of something from operation of contract or deed. An "exception" operates to take something out of thing granted which would otherwise pass or be included. Christman v. Emineth, N.D., 212 N.W.2d 543, 552.

And further

An exception in a statute is a clause designed to reserve or exempt some individuals from the general class of persons or things to which the language of the act in general attaches. The office of an "exception" in a statute is to except something from the operative effect of a statute or to qualify or restrain the generality of the substantive enactment to which it is attached, and it is not necessarily limited to the section of the statute immediately following or preceding. Gatliff Coal Co. v. Cox, C.C.A. Ky., 142 F.2d 876, 882 [both of the above definitions come from Black's Fifth Edition]
In other words, the rules are bent when dealing with an exemption, but the rules simply DO NOT APPLY to someone who was never placed on the list, i.e., - excepted. The inclusion of the word "mandatory" in section 508(C)(1)(a) adds a little weight, and it sounds like weight of law. Because this is the U.S. Code, not CFR, this means that the law can ONLY apply to government agencies or employees.

The USC is law for government personnel, but only CFR can be applied to U.S. citizens [26 USC 7805]. The IRS rules cannot be mandatory upon Corporations Sole because Section 508(C)(1)(a) stipulates that the tax laws have absolutely nothing to do with them. The only way that you can make them mandatory is by volunteering.

A Supreme Court decision regarding "non-taxpayers" said that the Internal Revenue Code only applies to taxpayers, and nothing in the code applies to non-taxpayers. As long as the Overseer stays out of a contractual nexus with any government, he/she will maintain the "Mandatory Exception" status, and, like the Sacred Order of Predicadores, will most likely prevail in event of attack by the IRS/SEC.
The "Trinidad v. Sagrada Orden" case was pre-federal reserve and pre-bankruptcy of 1933, but even so, the contractual nexus generated by the use of FeRNs is negated by a vow of poverty.
So now you can see why 501(c)(3), as a normal corporations, are created by the government, owe their servitude to the government, and must keep certain records and submit reports to the IRS.
TITLE 26 > Subtitle F > CHAPTER 61 > Subchapter A > PART III > Subpart A > Sec. 6033

But on the other hand...

Sec. 6033. Returns by exempt organizations

(a) Organizations required to file
(1) In general - Except as provided in paragraph (2), every organization exempt from taxation under section 501(a) shall file an annual return, stating specifically the items of gross income, receipts, and disbursements, and such other information for the purpose of carrying out the internal revenue laws as the Secretary may by forms or regulations prescribe, and shall keep such records, render under oath such statements, make such other returns, and comply with such rules and regulations as the Secretary may from time to time prescribe; except that, in the discretion of the Secretary, any organization described in section 401(a) may be relieved from stating in its return any information which is reported in returns filed by the employer which established such organization.
(2) Exceptions from filing
(A) Mandatory exceptions - Paragraph (1) shall not apply to -
(i) churches, their integrated auxiliaries, and conventions or associations of churches,
(ii) any organization (other than a private foundation, as defined in section 509(a) described in subparagraph (C), the gross receipts of which in each taxable year are normally not more than $5,000, or
(iii) the exclusively religious activities of any religious order.

The problem, therefore, is not in "how to obtain tax immune status", but in how to keep from giving away your naturally immune status. We believe that we have some of the keys, in our format for the Articles of Incorporation for Corporations Sole. So you can see that you have the assistance of the IRS in securing the resources of your religious society, and should be able to count on their assistance if any of their rogue agents decide to bring false charges against your organization.

[heyday]

The Modern Corporation Sole
Reprinted from ****inson Law Review, Fall 1988 By: James B. O'Hara
Footnote hyperlinks located within { }

In 1894, Sir Frederick Pollock asked his American friend Oliver Wendell Holmes. "Have you such a thing as a corporation sole still about you?" The future Justice replied, "I don't know of any corporation sole." {1}
I. Introduction

Blackstone begins his treatment of corporations with the following classification:

The first division of corporations is into aggregate and sole... "Corporations sole consist of one person only and his successors, in some particular station, who are incorporated by law, in order to give them some legal capacities and advantages, particularly that of perpetuity, which in their natural persons they could not have had." {2}

He then proposes two conspicuous examples of corporations sole, one civil ("the king is a sole corporation"); the other, ecclesiastical ("so is a bishop... and so is every parson and vicar"). {3}
In the period prior to the rise of the modern business corporation and the legal evolution and development that accompanied it, {4} the corporation sole was a fixture in every tier of English society. The corporation sole was as distant from the ordinary peasant and tradesman as the Crown, but as the parish clergy.
A modern Holmes attempting a reply to a modern Pollock might initially be perplexed, since the usual sources of ready reference suggest two contradictory conclusions. On the one hand, the sources indicate the corporation sole is "not common," "almost obsolete," {5} or "obsolescent." {6} The standard casebooks and hornbooks of corporation and property law do not usually treat the topic. {7} Cases cited in legal literature are often very old, and the only full-length journal article devoted exclusively to the subject is from the turn of the century. {8} At least one author equates it with the modern "one-person" corporation, {9} although the two have completely distinct origins. {10}
On the other hand, further research reveals functioning corporations sole in at least one-half of the states, with explicit statutory provisions for corporations sole in about a third. In many jurisdictions, this is the manner of incorporating Roman Catholic dioceses, or more accurately, the bishops of those dioceses. {11} From this perspective, the corporation sole is a useful, even commonplace, legal reality.
The apparent discrepancy is not real. The old common law corporation sole, which was transported to American shores in colonial days, is indeed almost dead. However, a modern version, which bears the same name, has evolved and is widely used today. {12} The transformation from the old to the new is a fascinating story, well worth the telling.
The present study proposes: 1) to define the classic common law corporation sole; 2) to trace its development in America; and 3) to describe the present status of the corporation sole in the United States with analysis of its modern forms. The emphasis will be fundamentally American, with English sources serving as points of reference and prologue. Moreover, the English side of the story has already been told. {13}
The modern corporation sole page 2
Reprinted from ****inson Law Review, Fall 1988 By: James B. O'Hara
Footnote hyperlinks located within { }

II. The "Old" Common Law Corporation Sole

"Legal nomenclature is for once its own interpreter. A member of a corporation sole is one of a series of single persons succeeding one another in some official position." {14} The crux of this description is not that the corporation sole is composed of a single person. Rather, it is really composed of a number of persons who, one after another, hold the same office. The really crucial element of this definition is the series itself and the seriatim succession.
For example, Queen Elizabeth II, as corporation sole, is identical to Victoria; the present Archbishop of Canterbury in his corporate form is one with his predecessors, Laud, Benson or Lang. {15} The corporation sole, unlike its business counterpart, is only vertical in time.
"There are very few points of corporation law applicable to a corporation sole," according to Kent. {16} There are, however, four legal characteristics unique to it:

1. All corporations sole are "either public officers or dignitaries of the established church." {17} In short, the corporation sole is the incorporation of an office.
2. At common law, the corporation sole can claim title to real property only. {18}
3. Property and powers of a corporation sole are transferred on the death of an incumbent to successors in the office, not to heirs or through executors. {19}
4. The corporation sole lacks the usual trappings of a corporation. It does not have a board of directors, officers, stock, by-laws, official minutes, seal, or corporate name. {20} The older corporations sole are also devoid to royal charter or other formal authorization, characteristics that are required in later corporations. {21}

Historically, both the king and a variety of clergy qualified as corporations in their official capacities. However, the ecclesiastical form is older, dating to the mid-fifteenth century. {22} Initially, the corporation sole grew out of the efforts of judges to solve title problems that arose from the passage of real property to a church. Although the early common law of property was elaborate and intricate, it sometimes lacked the sophistication to deal with these problems. At that time, legal forms did not exist that allowed the devise of real property to a church in fee simple absolute.
The law struggled with this problem in amusing ways. For example, property was sometimes devised to the saint after whom a parish was named, or to the four walls of a church building. Under these circumstances, the local bishop or priest was the agent or administrator. Therefore, it was only a short leap in logic to incorporate the agent. {23}
The hierarchical polity of the English church was well suited to this type of corporate structure. However, it was still another one hundred fifty years before a civil corporation sole appeared when Lord Coke ascribed coporateness to the crown. {24} Blackstone confidently called this development uniquely English. {25} In one sense, he is correct, but modern scholarship also finds a powerful Roman Catholic Canon Law influence on the process. {26}
For all its singularity, the sole corporation had many detractors. In fact, Maitland and Pollock particularly thought it was an anomaly, a "strange conceit," a "juristic abortion," {27} an "unhappy freak of English law," {28} and a "useless figment of shreds and patches." {29}
Some of the criticism came from theorists who objected to the philosophical underpinnings of the fictitious personality of the corporation sole. {30} But practical problems were also evident. The courts accepted some officers as corporations, yet resisted the corporate claims of others similarly situated. {31} This inconsistency may explain why the corporation sole was not widely extended to other civil officers.
Other practical questions were also raised. What claims on corporate property might arise from the heirs of deceased incumbent? What limits on fraudulent transfer by a dishonest incumbent? Is a separate accounting required for the incumbent as corporation and as a private person? Is there a quasi-fiduciary relationship between the corporation sole and his successors?
Added to these questions are several other crucial problems: What happens to the corporation during the illness or absence of the incumbent; and who manages the property, and with what legal force, during an interregnum? These practical considerations were more difficult than the theoretical questions. Yet for all the inconsistency of application and the eccentricity of the concept, the corporation sole has endured in some form for more than five centuries.
The modern corporation sole page 3
Reprinted from ****inson Law Review, Fall 1988 By: James B. O'Hara

[heyday]

III. Transition from "Old" to "New"

"At a very early period the religious establishment of England seems to have been adopted in the colony of Virginia, and, of course, the common law upon that subject, so far as it was applicable to the circumstances of that colony." {32} Justice Story went on to count the corporation sole as among the "general rights" of the Episcopal Church "growing out of the common law." {33} After the revolution, "the Episcopal Church no longer retained its character as an exclusive religious establishment," {34} but the Supreme Court still recognized the rights of the parson as a corporation sole to continue in full force. {35}
After the Declaration of Independence, early case law indicated that the corporation sole lived on. However, sometimes it was found in its pure common law form, other times in a variant form. {36} In New England, title to the real property of territorial parishes was occasionally vested in the resident clergyman. {37} In the South the Episcopal glebe was usually held by the minister-in-charge (whatever his title), just as in England. {38} "The most numerous group of private corporations in the colonies comprises those which were concerned with religious worship." {39}
The corporation sole, however, applied only to the clergy of the churches that were or had been legally and formally established. {40} In another early opinion written by Justice Story, the Supreme Court voided a royal grant of land to the Episcopal Church in New Hampshire. The decision was based on the grounds that no one was legally competent to accept title, since that state had never had an established church, even in colonial days. {41}
The link with church establishment sealed the fate of the common law corporation sole in America. The first amendment technically did not require states to disestablish a church. By implication, however, establishment was doomed by the Bill of Rights and without religious establishment, the rights of establishment were moot. {42}
The civil form of the corporation sole never really took hold in the United States. The king was the most obvious civil corporation sole in colonial days. After the Revolution, however, only a few minor officers in some states were accorded a corporate identity: probate judges, {43} and town supervisors. {44} The governor of a state was regarded as a corporation only in Tennessee. {45} For the most part, the powers and duties of public officers were adequately defined by statute. Incorporation was not necessary to guarantee bonds or contracts, {46} or to continue lawsuits. {47}
Beginning in the first half of the nineteenth century, however, new social and religious forces gave a revived impetus to the sole corporation. The chief thrust came from a most unlikely source. When John Carroll was chosen as the first Roman Catholic bishop in the United States in 1789, gaining secure title to the property of his church in the various states and territories was one of his most pressing tasks. This task was by no means easy.
Roman Catholicism had no legal standing in England, and its position in the new nation was awkward. Although Catholicism shared the fruits of the first amendment, it had a structure that many Americans judged to be autocratic and monarchical. At that time, congregational ownership of church property was natural to many denominations in America, but was contrary to long-established Roman Catholic policy.
Sometimes, for want of a better method, church property was held in fee simple by the local priest or by a pious layman. This system, however, led to endless difficulty. There was a constant fear that church property held in a private name might be claimed by a relative of the holder. Worse yet, the possibility existed that some unworthy claimant with a plausible story could make out a case for ownership. In one lawsuit, an unfrocked priest claimed to be heir to land that a deceased predecessor had purchased to build a church. {48}
Bishop Carroll won that suit, but for the next seventy years the Roman Catholic hierarchy struggled to find a legally sufficient and canonically suitable manner for its church to own property. Vesting title in a board of elected or appointed trustees was one obvious possibility. In fact, that is the way Carroll originally incorporated in Maryland. {49} But "trusteeism" itself became an issue when the trustees in some areas used their property ownership to pressure the bishops in doctrinal or disciplinary disputes. {50}
The internal problems of the Catholic Church were exacerbated and complicated by the rise of a national social and political phenomenon called the "Know-Nothing" movement. {51} In addition to their many other objections to Catholicism, these opponents had particular objections to control of church on this issue. {52} The bishops battled back, in what they saw as a defense of the doctrine and practice of their religion against bigots on the outside and recalcitrants on the inside. Over time, the corporation sole became a major weapon. {53}
Beginning in 1829, a series of national bishops' meetings was held to address the problems of Catholicism in America. Invariably, property problems were on the agenda. {54} Soon after the first of these gatherings, Archbishop Whitfield of Baltimore sought a charter in the form a corporation sole from the Maryland General Assembly. In 1832, it was granted. {55}
The link between Roman Catholicism and the legal concept of a corporation sole was surprising for two reasons. First of all, in England, this mode of incorporation was limited to the Anglican Church. {56} In fact, the Roman Catholic hierarchy was not reinstated in England until 1850. {57} Second, Catholic Canon Law did not envision a one-person corporation. The minimum number required to constitute a "collegiate moral person" was three. {58} Even the Pope was not a corporation sole. {59} Even though bishops of dioceses have great autonomy in church law, favorable action by a board of consultors is still required on major property decisions to this day. {60}
As Roman Catholicism spread geographically and grew in numbers in the last decade of the nineteenth century, new dioceses were created as new areas of the country were settled. Where they could, the bishops incorporated as corporations sole. {61} In some states, this required a private act of special incorporation; in others, a general incorporation statute was utilized.
The effort was not successful everywhere. On at least one occasion, a legislature defeated a bishop's request for sole incorporation on the grounds that Catholicism would thus acquire a legal right not held by other religious denominations. {62} Slowly, Roman Catholics won the battle for their church to be incorporated in a manner consistent with church polity. {63} During this struggle, the old common law corporation sole was gradually transformed. There was no longer any link with an established church. Although legislative action was often the result of activity by one church, the laws passed were usually bread enough for others.
In the courts, judges began to require specific legislative authorization for a corporation sole. The common law was not invoked to create sole corporations in states where the legislature had not acted. {64} Finally, at the beginning of this century, the Supreme Court, in an opinion by Justice Holmes, Confirmed what was already an almost universal judicial stance: "Apart from statute the law does not recognize the bishop as a corporation sole..." {65}
The transformation of the corporation sole from its common law form to a legislative format, however subtle, created something altogether new. Zollmann, writing in 1915, called it "a new form... Vigorously flourishing" {66} and "American in the true sense of the world." {67} The tide had turned. Momentum to secure the property rights of the Roman Catholic Church a century ago left permanent traces in modern American law. Today at least thirty states have a corporation sole in one form or another.

[heyday]

IV. The Corporation Sole in Statutory Form

Seventeen states explicitly {68} recognize the corporation sole under statutory law, often in a special section for nonprofit corporations or in a section on religious societies. {69} At least eight other jurisdictions have at least one corporation sole created under special or private charter, sometimes dating to a time before the passage of a general incorporation statute. {70}
To understand the corporation sole under both of these categories, a method of analysis will be useful. For states that recognize the corporation sole under general law, California's statutes can serve as a comparative model. For the states with special or private acts of incorporation, Maryland's private charter for the Archbishop of Baltimore is a useful example.
The California legislation dates to 1877, {71} and comprises part 6 of the title division on nonprofit corporations. Some sections are technical, and relate to filing provisions, applicability to corporations organized prior to the implementation of the law, and procedures for voluntary dissolution. {72} The key sections are those dealing with who may incorporate, the corporate powers, and the questions of vacancy and succession.
The California statutory system indicates that a corporation sole may be formed by a "bishop, chief priest, presiding elder, or other presiding officer of any religious denomination, society, or church." {73} The corporate powers specified in the California law are comprehensive. In California, a corporation sole may:

(a) Sue and be sued, and defend, in all courts, and places, in all matters and proceedings whatever.
(b) Contract in the same manner and to the same extent as a natural person, for the purposes of the trust.
(c) Borrow money, and give promissory notes thereof, and secure the payment thereof by mortgage or other lien upon property, real or personal.
(d) Buy, see, lease, mortgage, and in every way deal in real and personal property in the same manner that a natural person may, without the order of any court.
(e) Receive bequests and devises for its own use or upon trusts to the same extent as natural persons may, subject, however, to the laws regulating the transfer of property by will.
(f) Appoint attorneys in fact. {74}

The most complex issue regarding the old corporation sole was that of continuing operation during a vacancy in the office. California deals with this issue in two ways: 1) at the time of incorporation, the manner of filling a vacancy is to be specified, {75} and 2) the law makes clear that the corporation has perpetual existence even during a vacancy. {76}
In contrast with the common law corporation sole, the California statute, like almost all its modern counterparts, is far more precise. A comparison will be useful. The common law or "old" corporation sole applied to some unspecified officers, and not to others of similar origin. The statutory or "new" corporation sole, in contrast, applies to those who are designated at the time of their incorporation. The old corporation sole was "in abeyance" at the time of a vacancy, whereas the new corporation sole could hold title to real estate only
The most complex issue regarding the old corporation sole was that of continuing operation during a vacancy in the office. California deals with this issue in two ways: 1) at the time of incorporation, the manner of filling a vacancy is to be specified, and 2) the law makes clear that the corporation has perpetual existence even during a vacancy.
In contrast with the common law corporation sole, the California statute, like almost all its modern counterparts, is far more precise. A comparison will be useful. The common law or "old" corporation sole applied to some unspecified officers, and not to others of similar origin. The statutory or "new" corporation sole, in contrast, applies to those who are designated at the time of their incorporation. The old corporation sole was "in abeyance" at the time of a vacancy, whereas the new corporation sole could hold title to real estate only, and alienation of the property was difficult and legally questionable. The new corporation sole has the same power over its property as any other corporation, and is not limited in the type of property it can own. In short, the new statutory corporation sole removes the vagaries of the old.
Private charters have a parallel history and similar content. The Maryland legislation incorporating the Archbishop of Baltimore dates to 1832. The law permits church property held by trustees to be deeded to the Archbishop and his successors. However, such property is limited to two acres, must be real property, and can only be used for a church, parsonage, or burial ground. {77}
In 1868, the Maryland legislature amended the act. The acreage designation was enlarged to five acres, and "school house" was added to the list of uses. {78} Up to this point, the Maryland law did not mention the alienation of property. A later amendment, in 1874, granted the power "to dispose of, lease, sell and convey from time to time... To the same extent, [as] any private person or other corporate body." {79}
Two subsequent amendments completed the law. In 1894, the restriction to real property was removed. The Archbishop, as a corporation sole, was given the power to exercise rights over property "real, person or mixed." {80} Finally, in 1927, the acreage restriction was completely removed. {81}
This original 1832 legislation, with its four amendments, remains the charter of the Archbishop of Baltimore as corporation sole. No further change can now be made, because the Maryland code prohibits the General Assembly from amending the charter of a religious corporation even if it was previously incorporated by special act. {82} Furthermore, the code now contains modern provisions for subsidiary or separate Roman Catholic Corporations. {83}
The contrast between the California and Maryland laws is very apparent. The California legislation consists of more formal and highly structured general statutes, whereas the Maryland private charter is rather informal, the product of patchwork amendment. The California code carefully establishes a process for creating or dissolving a corporation sole, whereas the Maryland law barely goes beyond the simple statement that a corporation is deemed to exist. Clearly, the general statutes represent a later stage in the evolutionary process.
Although differences exist, the corporations sole created under general corporation laws and those established by special acts or private charters have several common features. They both deserve to be classified under the heading of "new" or "modern" corporations sole, because both are more than merely modes of holding title property. Both are meant to provide a framework for the operation of continuing concern. They are also both meant to provide a structure for the planning, financing, direction and management necessary for an organization existing and working in a sophisticated business environment.
The Achilles heel of the "old" corporation sole was that the corporation itself was a person holding an office. When the incumbent died, the common law could only hold the corporate life and activity in suspension, or "abeyance", until the office was filled again. In regard to the "old" corporation sole, Maitland said, "Our corporation sole is a man who dies." {84} Carr added, "That is the difficulty. The artificial personality of the corporation is not strong enough to compel us to ignore the natural personality of the sole incorporator. The office has not been completely personified if the death of the office holder can cause such a deadlock." {85}
The modern corporation sole, created under legislative auspices, solves the succession problem quite satisfactorily in one of two ways. Either a specified structure of continuing operation is created statutes, as in California, {86} or the statutes specify some external set of canons, practices or rules to deal with an interregnum, as in Maryland. {87}
The fact that the modern American corporation sole works satisfactorily is, perhaps, best illustrated by the relative absence of recent cases carried to the appeal level. {88} Corporate structure is seldom at issue, but the cases tend to run the gamut: torts, {89} contract, {90} civil procedure, {91} piercing the corporate veil, {92} workman's compensation, {93} taxation, {94} eminent domain, {95}estates {96} and simple fraud. {97} Property disputes are relatively rare, perhaps because there would be first amendment implications for most corporations sole. {98}
The corporation sole seems to have a settled existence. There has been no rash of new legislation, nor have there been any repeals of earlier laws.

[heyday]

V. Special Circumstances

Eight additional states have circumstances meriting comment. The constitutions of Virginia and West Virginia specify that no charter of incorporation can be granted to any church or religious denomination. {99} At least one commentator attributes this prohibition to the influence of Thomas Jefferson and James Madison. {100} Although the tradition of church-state separation in Virginia may indeed be traced to the two former presidents, the constitutional provision in Virginia dates to 1851, {101} long after the deaths of both. {102}
The West Virginia courts have acknowledged that the provision in that state is descended from Virginia. {103} While these constitutional provisions pose no problems to the titles of church property in either state, they obviously preclude a corporation sole. {104} An article in the Kansas constitution, which required title to property of religious corporations to be vested in elected trustees, was repealed in 1974. {105}
Connecticut has a provision in its corporation code that gives the local archbishop or bishop special powers in trust if a Catholic parish corporation violates or surrenders its charter. {106} The courts have interpreted this provision to mean that, if a charter is surrendered, "all the property vests in the bishop and his successors, as a corporation sole." {107} This section provides emergency powers that are not normally required.
Oklahoma allows for trust succession in the name of an ecclesiastical office. {108} Vermont, in contrast, specifically forbids any such succession. {109}
Finally, case law in Arkansas and Florida also deserves attention. The Supreme Court of Arkansas, in dicta, has recognized the Roman Catholic Bishop of Little Rick as a corporation sole without any special act of the legislature. {110} The Florida situation is even more unique. The Supreme Court of Florida has repeatedly held that the common law corporation sole is in full force in Florida. {111} The court relies on the fact that the common law has been adopted in Florida and remains in force unless expressly or impliedly repealed by organic or statutory law. This unique position initially attracted journal comment, {112} perhaps because it seemed contrary to the earlier United States Supreme Court position. {113}
VI. A Federal Corporation Sole

Only rarely has there been mention of a federal charter for a religious or quasi-religious organization. {114} When Congress voted, in 1811, to incorporate an Episcopal church in the District of Columbia, President Madison vetoed it. {115} In his veto message, the President implied that a charter of incorporation was in some sense an approval of a religion, in violation of the Constitution.
More that a century later when incorporation was so common, the Congress and the President took another view. In 1948, the Vatican completely served the Archdiocese of Washington from the Archdiocese of Baltimore. The new Archbishop of Washington, with the help of President Truman, sought to have a corporation sole established as a framework for the new ecclesiastical territory. {116} Congress complied by passing a private law that established the Archbishop of Washington and his successors as a corporation sole. {117}
VII. A Yet More Modern Form?

A number of authorities warn against confusing the corporation sole with the modern one-person corporation. {118} In fact, courts have held that a stock corporation is not automatically transformed into a corporation sole simply because one person has purchased all of the stock. {119}
It is possible, however, to structure a one-person corporation in such a way that it closely resembles a corporation sole in operation. In fact, the Roman Catholic Diocese of Wilmington is so structured under the general corporation laws of Delaware. {120} The Wilmington diocese is not incorporated under the terms of the Delaware Code for Religious Societies and Corporations. {121} Rather, the diocese is incorporated under the General Corporation Law, which already contains provisions for a board of one, for non-stock operation, and for formation of a close corporation. {122} By carefully writing the by-laws, and by addressing the problems of succession, the Roman Catholic Diocese of Wilmington has fashioned a corporation that contains all the advantages of the corporation sole in a state that has no regular provision for one. {123}
VIII. Summary

From its quaint beginnings in English law, the corporation sole has established a modest, yet solid, foothold in the United States. To churches with a hierarchical structure, and particularly to the Roman Catholic Church, it has been a secure method for both ownership of property and daily operation. {124} In a society characterized by religious and ethnic pluralism, the corporation sole has provided a useful legal option, well adapted to the needs of certain groups. The corporation sole has, arguably, made a greater contribution in the United States than in its native land. The corporation sole is destined to be a continuing part of American law for years to come.

All the above post reproduced from A Corporation with Sole

[heyday]

Wouldn't it be nice if we could have an organization that has the advantages of limited liability of a corporation, without the regulation, without the multiplicity of offices of a corporation, for an organization that the government does not create (therefore the organization does not owe its allegiance to the state), and also allow the organization to function as a perpetual trust in order to protect and convey assets for many generations?

Carefully reading and comparing the Nevada Corporation Sole statutes* and a well-written corporation sole instrument, we learn that the Corporation Sole can be everything that is listed above.

(from post/section 2 of this thread}

Since I happened to run upon the following site in order to provide a link to the Invisible Contract thread, I include it here now, in light of the above quote:

Nevada Corporations
(For Less Than Major Competitors)...

Nevada corporations are our business.

Budget Corporate Renewals

[Grench]

You got some good sh$t, man! Keep up the good work. I might give you a raise one day!

Regards,
Phil
Without Recourse