Corporation sole
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A corporation sole is a legal entity consisting of a single ("sole") incorporated office, occupied by a single ("sole") person. A corporation sole is one of two types of corporation, the other being a corporation aggregate.[1][2] This allows corporations (often religious corporations or Commonwealth governments) to pass without interval in time from one office holder to the next successor-in-office, giving the positions legal continuity with subsequent office holders having identical powers to their predecessors.
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Ecclesiastical origins[edit]
Most corporations sole are church-related (for example, the Archbishop of Canterbury[3]), but some political offices of the United Kingdom, Canada, and the United States are also corporations sole. In the United Kingdom, for example, many of the Secretaries of State are corporations sole.[4] 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 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 Roman Catholic Church, ecclesiastical property is usually titled to the diocesan bishop, who serves in the office of the corporation sole.
The Roman 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. This is, however, not the case worldwide, and legal application varies from country to country. In the jurisdictions of England and Wales, Scotland, Northern Ireland, and the Republic of Ireland, a Roman Catholic bishop is not a corporation sole and real property is held by way of land trusts. This position is largely due to the suppression of Roman Catholicism which began in England with Henry VIII and the successful English Reformation, and began later in Ireland with the Penal Laws.
The Church of Jesus Christ of Latter-day Saints (LDS Church) also uses the corporation sole form for its president, which is legally listed as "The Corporation of the President of the Church of Jesus Christ of Latter-day Saints".
Iglesia ni Cristo was registered as corporation sole with the Insular Government in the Philippines in 1914. In the People's Republic of China, the denomination was also registered as corporation sole in 2014.
The form of a corporation sole form can serve the needs of a very small church or religious society as well as a large diocese. By reducing the complexity of the organization to a single office and its holder, the need for by-laws is eliminated and the pastor of the church or overseer of the society is then not obliged to deal with a board of directors.
Secular application[edit]
Every state of the United States recognizes corporations sole under common law, and fifteen[citation needed] 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.
Some lawyers consider The Crown in right of each Commonwealth realm to be a corporation sole, which may possess property as the monarch distinct from property he or she possesses personally, and may do acts as monarch distinguished from her or his personal acts. 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 Alberta.
Corporations sole in the United Kingdom[edit]
- Archbishop of Canterbury[3]
- Archbishop of York[3]
- Auditor General for Wales[5]
- Bishops of the Church of England[1][2]
- Chief Executive of Skills Funding[6]
- Chief Inspector of Criminal Justice (Northern Ireland)
- Children's Commissioner for England[7]
- Children's Commissioner for Wales[8]
- Commissioner for Older People for Northern Ireland[9]
- Commissioner of Police of the Metropolis
- Comptroller and Auditor General
- Corporate Officer of the House of Commons[10]
- Corporate Officer of the House of Lords[11]
- Crown, the (sometimes regarded as a corporation aggregate[12])
- Dai al-Mutlaq, the[13]
- Deans of the Church of England[2]
- Director of the Asset Recovery Agency[14]
- Duchy of Cornwall
- Duchy of Lancaster
- Information Commissioner
- (London) Mayor's Office for Policing and Crime
- Judicial Appointments and Conduct Ombudsman[12]
- Lord Mayor of London[2]
- Official Custodian for Charities[15]
- Immigration Services Commissioner
- Police Ombudsman for Northern Ireland[16]
- Public Services Ombudsman for Wales
- Public Trustee[17]
- Receiver for the Metropolitan Police District[18] (abolished)
- Rectors in the Church of England
- Registrar General
- Solicitor for the affairs of the Duchy of Lancaster, the[19]
- Traffic Director for London
- Treasury Solicitor [20]
- Vicars in the Church of England[21][22]
Corporations sole elsewhere[edit]
- Corporation of the President of The Church of Jesus Christ of Latter-day Saints
- Corporation of the Presiding Bishop of the Church of Jesus Christ of Latter-day Saints
- Minister of the Government, Republic of Ireland
- Public Trustee
- New Zealand Public Trustee
- Iglesia ni Cristo
- Office of The Sovereign of Canada
- Governor General of Canada[23]
- New Zealand's Office of the Privacy Commissioner [24]
See also[edit]
References[edit]
- ^ a b Practice Guide 08, Land Registry
- ^ a b c d Technical Manual, Insolvencydirect.bis.gov.uk
- ^ a b c Terms and Conditions of churchofengland.org
- ^ "Draft Cabinet Manual (para 102)" (PDF). Cabinet Office. December 2010. Retrieved 7 January 2010.
- ^ s4 Government of Wales Act 2006
- ^ Schedule 4 of the Apprenticeships, Skills, Children and Learning Act 2009
- ^ https://www.education.gov.uk/publications/eOrderingDownload/Cm-7981.pdf
- ^ http://www.legislation.gov.uk/ukpga/2000/14/schedule/2/paragraph/1#text%3D%22corporation%20sole%22
- ^ Schedule 1 Commissioner for Older People Act (Northern Ireland) 2011
- ^ s2 Parliamentary Corporate Bodies Act 1992
- ^ s1 Parliamentary Corporate Bodies Act 1992
- ^ a b http://lawcommission.justice.gov.uk/docs/cp143_Execution_of_Deeds_and_Documents_Consultation.pdf
- ^ Incorporated by the Dawat-e-Hadiyah (England) Act 1993 (c. x)
- ^ Asset Recovery, HM Treasury
- ^ OG38 A1 – WHAT IS A CORPORATION?, Charity Commission
- ^ Police Ombudsman Investigation Report
- ^ Public Trustee, Ministry of Justice
- ^ s1 Metropolitan Police (Receiver) Act 1861
- ^ s3 Duchy of Lancaster Act 1920
- ^ s1 Treasury Solicitor Act 1876
- ^ http://www.theyworkforyou.com/debate/?id=2006-10-17b.813.6
- ^ s16 Parsonages Act 1838
- ^ Governor General's Act
- ^ https://www.privacy.org.nz/news-and-publications/statements-media-releases/2014-annual-report/
