Corporation Sole – An Overview
“A corporation sole is one consisting 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. In this sense the sovereign in England is a sole corporation, so is a bishop, so are
some deans distinct from their several chapters, and so is every parson and vicar.”
-Black’s Law Dictionary, Sixth Edition, Page 341
Originally created to facilitate the orderly transfer of property belonging to a church or other
religious society, a corporation sole is an official legal entity made up of a solitary
incorporated office that is occupied by one person. Although most corporations sole still
function in a religious context, today there are also political offices within Canada, the United
Kingdom and the United States that hold this status.
By passing the corporation sole directly from one office holder on to his or her successor with
all of the rights and powers associated with that office still intact, the title and all of its assets
are kept within the religious or political society. The death of the individual does not affect the
office or its assets and no financial records are required to be kept, since no real profits are
ever to be made. The only accounting that must be done is whatever is required by the
religious or political organization itself.
Unlike a corporation aggregate, a corporation sole can only be created by statute and does
not have stockholders, owners or a board of directors. Instead, corporations sole are
designed to keep property from being treated as part of the estate of the office holder and
ensure that it belongs to the office itself. Similarly, creditors of the corporation sole are
prevented from seizing assets belonging to the individual office holder and creditors of the
office holder may not look to assets held by the corporation.
The Roman Catholic Church has typically titled its U.S. property to diocesan bishops who
serve in the office of corporation sole, but in some more recent cases each parish priest
serves as his own corporation sole, which also limits the total liability of each diocese and
archdiocese. The Church of Jesus Christ of Latter-Day Saints (LDS) also uses a corporation sole
for the U.S.-based office of its president.
It is also important to note that this status is not always available for churches internationally.
In the UK, for example, religious property belonging to the Roman Catholic Church is held by
way of trusts. However, the monarchs are recognized in the UK as corporations sole, which
distinguishes the property he or she owns from specific property that belongs to the title or
monarchy itself. For example, Queen Elizabeth II has a number of corporations sole
associated with her title, including Her Majesty the Queen in Right of the United Kingdom, Her
Majesty the Queen in Right of Canada and Her Majesty the Queen in Right of Australia.
In the U.S. all states recognize the legality of corporations sole under standard common law
and 16 states have sets of specific guidelines that outline the conditions under which that
state will recognize and permit a corporation sole to be filed. In these states, most religious
societies and churches are eligible to file as corporations sole and no legal limitation can be
set for any denominations. This is designed to promote equality and ensures that Buddhist
temples, Jewish community centers, mosques and Christian churches may all qualify equally.
In addition, some states also permit other non-profit organizations, such as educational
institutions, cemetery societies, performing arts groups and scientific research groups to
qualify for corporation sole status.
Due to its inherent simplicity, this structural form can serve the needs of any political or
religious society regardless of its size when set up properly. A corporation sole is very
straightforward in its basic structure, since it has only one office and one office holder. In
addition, by-laws are unnecessary and there is no board of directors to interfere with official
In addition to the Roman Catholic Church and the LDS church in the U.S., major corporations
sole in the UK include the Archbishop of Canterbury, the Archbishop of York, the Duchy of
Lancaster, the Duchy of Cornwall, the Lord Mayor of London and the Commissioner of Police
of the Metropolis. Corporations sole elsewhere include Minister of the Government for the
Republic of Ireland, the New Zealand Public Trustee, Governor General of Canada and Iglesia
ni Cristo, or Church of Christ, which is the largest entirely indigenous Christian organization in
Over the course of the last decade, the Internal Revenue Service has warned of a corporation
sole tax scam, issuing a consumer alert to advise taxpayers about the dangers of tax evasion
schemes that misuse the law. According to the report, the scheme uses state and federal
laws that are intended only for churches, religious institutions and certain political offices and
has been marketed through $1,000-per-person seminars.
Promoters of the scheme encourage seminar attendees to apply for incorporation under the
pretext of being in charge of a phony religious organization. They are told this is a “legal” way
to avoid paying federal income taxes and other personal debts by placing assets in a
tax-exempt entity such as the corporation sole.
In essence, corporations sole are used to limit liability. This form of incorporated office is also
established to allow for the easy management of all assets, finances and day-to-day
operations of the entity, permitting select groups to operate without the strict formalities of a
standard corporation. It is also important to note, however, that corporations sole do not
provide any level of asset protection above and beyond what is provided by a typical
aggregate corporation in the U.S.
Finally, a corporation sole does not provide protection for assets that belong to the office
holder, but it can help to contain liability for larger organizations, such as the federal
government or church. It is also important to note that corporations sole do not have any
special tax advantage in the U.S. and the IRS does not give them special treatment. All
organizations must qualify separately under the 501(c)(3) requirements in order to obtain
non-profit status. In addition, any money paid out by a corporation sole to its office holder
must be reported in the U.S. as income and taxes must be paid accordingly.
Libris.co Internationale Media Co.