A corporation sole is a legal entity consisting of a single ("sole") incorporated office, occupied by a single ("sole") natural person.[1][2] 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.[3]
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 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][original research?]
Within most constitutional monarchies, notably the Commonwealth realms, the Crown is a nonstatutory corporation sole.[9][10][11][12] 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.[13] The Crown (state) legally acts as a person when it enters into contracts and possesses property.[14] 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]
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.[15][16] While natural persons who serve as sovereign pass on, the sovereign never legally dies;[17] thus the corporate nature of the office of sovereign ensures that the authority of the state continues uninterrupted.[18] 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.[10][19]
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.[21][22] 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]
Examples of corporations sole in the United Kingdom
Governmental
The Crown (sometimes regarded as a corporation aggregate)[23]
Administrator of Japanese Property (no longer exists)[24]
The Corporate Officer of the House of Commons,[30] and the Corporate Officer of the House of Lords,[31] two corporations established by the Parliamentary Corporate Bodies Act 1992
