Corporation sole
Template:Short description A corporation sole is a legal entity consisting of a single ("sole") incorporated office, occupied by a single ("sole") natural person.<ref name="technical_manual">Technical Manual, Insolvencydirect.bis.gov.uk</ref><ref name=separate>Template:Cite web</ref> This structure allows corporations (often religious corporations or Commonwealth governments) to pass without interruption from one officeholder to the next, giving positions legal continuity with subsequent officeholders having identical powers and possessions to their predecessors. A corporation sole is one of two types of corporation, the other being a corporation aggregate.<ref name="landregistry" />
Ecclesiastical origins
Most corporations sole are church-related,<ref name="technical_manual" /> although some political offices of the United Kingdom (e.g., many of the secretaries of state), Canada, and the United States are corporations sole.<ref>Template:Cite web</ref>
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.<ref>Template:Cite news</ref><ref>Template:Cite web</ref>
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".<ref name=":0">Template:Cite web</ref>
Iglesia ni Cristo was registered as corporation sole with the Insular Government of the Philippines in 1914.<ref>Template:Cite web</ref>
The Crown
Template:Main Within most constitutional monarchies, notably the Commonwealth realms, the Crown is a nonstatutory corporation sole.<ref name="Lagasse">Template:Cite journal</ref><ref name=Blackstone469>Template:Harvnb</ref><ref>Template:Cite book</ref><ref>Template:Cite magazine</ref> 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.<ref name=Lagasse18>Template:Harvnb</ref> The Crown (state) legally acts as a person when it enters into contracts and possesses property.<ref name="Blackstone">Template:Cite book</ref>
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,<ref>Template:Cite book</ref> though the identity is in at least some cases also asserted by statute without reference to the concept of corporation sole.<ref>Template:Cite canlaw. "Her Majesty, His Majesty, the Queen, the King or the Crown means the Sovereign of the United Kingdom, Canada and Her or His other Realms and Territories, and Head of the Commonwealth; Template:Lang.</ref><ref>Template:Cite legislation UK</ref> While natural persons who serve as sovereign pass on, the sovereign never legally dies;<ref>Template:Cite book</ref> thus the corporate nature of the office of sovereign ensures that the authority of the state continues uninterrupted.<ref name=Lagasse1819>Template:Harvnb</ref> 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.<ref name=Blackstone469/><ref>Template:Cite canlaw.</ref>
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.<ref>Template:Cite CanLII</ref>
Secular application in the United States
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.<ref>Template:Cite web</ref><ref>Template:Cite journal</ref>
Examples of corporations sole in the United Kingdom
Governmental
- The Crown (sometimes regarded as a corporation aggregate)<ref name="law_commission">Template:Cite web</ref>
- Administrator of Japanese Property (abolished)<ref>Template:Cite legislation UK</ref>
- Auditor General for Wales<ref>Template:Cite legislation UK</ref>
- Chief Executive of Skills Funding<ref>Template:Cite legislation UK</ref>
- Children's Commissioner for England<ref>Template:Cite web</ref>
- Children's Commissioner for Wales<ref>Template:Cite legislation UK</ref>
- Commissioner for Older People for Northern Ireland<ref>Template:Cite legislation Northern Ireland</ref>
- Commissioner of Police of the Metropolis
- Comptroller and Auditor General
- The Corporate Officer of the House of Commons<ref>Template:Cite legislation UK</ref> and the Corporate Officer of the House of Lords,<ref>Template:Cite legislation UK</ref> two corporations established by the Parliamentary Corporate Bodies Act 1992
- Duke of Cornwall (inhabited by the Prince of Wales)
- Duke of Lancaster (inhabited by the monarch)
- Information Commissioner<ref>Template:Cite legislation UK</ref>
- Mayor's Office for Policing and Crime (London)
- Judicial Appointments and Conduct Ombudsman<ref name="law_commission"/>
- Lord Mayor of London<ref name="technical_manual" />
- Official Custodian for Charities<ref name="OG38">Template:Cite web</ref>
- Immigration Services Commissioner
- Police Ombudsman for Northern Ireland<ref>Template:Cite web</ref>
- Public Services Ombudsman for Wales
- Public Trustee<ref>Template:Cite web</ref>
- Pubs Code Adjudicator<ref>Template:Cite web</ref>
- Receiver for the Metropolitan Police District<ref>Template:Cite web</ref> (abolished)
- Registrar General
- many secretaries of state in the United Kingdom (various; most recently Foreign, Commonwealth and Development Affairs)<ref>Template:Cite legislation UK</ref>
- Solicitor for the affairs of the Duchy of Lancaster<ref>Template:Cite web</ref>
- Treasury Solicitor<ref>Template:Cite web</ref>
- London Fire Commissioner<ref>Template:Cite web</ref>
Private entities
- Da'i al-Mutlaq<ref>Template:Cite web</ref>
In the Church of England
- Archbishop of Canterbury<ref name=":1">Template:Cite web</ref>
- Archbishop of York<ref name=":1" />
- Bishops of the Church of England<ref name="landregistry">Template:Cite web</ref><ref name="technical_manual" />
- Deans of the Church of England<ref name="technical_manual" />
- Rectors and Team Rectors in the Church of England
- Vicars in the Church of England<ref>Template:Cite Hansard</ref><ref>Template:Cite web</ref>
Examples of corporations sole in New Zealand
- Public Trustee (until 2001)
- Māori Trustee<ref>Template:Cite web</ref>
- Privacy Commissioner<ref>Template:Cite web</ref>
Examples of corporations sole elsewhere
- The Diocese of Hong Kong<ref>Template:Cite web</ref>
- The Church of Jesus Christ of Latter-day Saints, in the office of its Presiding Bishop<ref name=":0" />
- Director of National Parks, Australian government<ref name="EBC-act">Template:Cite web</ref>
- Governor General of Canada<ref>Governor General’s Act, R.S.C., 1985, c. G-9, § 2.</ref>
- 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