Acorporation sole is alegal entity consisting of a single ("sole") incorporated office, occupied by a single ("sole")natural person.[1][2] This structure allows corporations (oftenreligious corporations orCommonwealth 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 ofcorporation, the other being acorporation aggregate.[3]
Most corporations sole are church-related,[1] although some political offices of the United Kingdom (e.g., many of thesecretaries of state), Canada, and the United States are corporations sole.[4]
The Catholic Church continues to use corporations sole in holding titles of property: as recently as 2002, it split adiocese in theUS state ofCalifornia into many smaller corporations sole and with eachparish priest becoming his own corporation sole, thus limiting the diocese's liability for anysexual 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 usedcorporations at multiple levels.[5][6]
Within most constitutional monarchies, notably theCommonwealth 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]
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] though the identity is in at least some cases also asserted by statute without reference to the concept of corporation sole.[16][17] While natural persons who serve as sovereign pass on, the sovereign never legally dies;[18] thus the corporate nature of the office of sovereign ensures that the authority of the state continues uninterrupted.[19] In other words, the sovereign is made a corporation sole to prevent the possibility of disruption orinterregnum, thereby preserving the stability of the Crown (state). For this reason, at the moment of thedemise of the sovereign, a successor is immediately and automatically in place.[10][20]
As a corporation sole, the legal person of the sovereign is the personification of the state and consequently acts as a guarantor of therule of law and the fount of all executive authority behind the state's institutions.[21]
Every state of theUnited States recognizes corporations sole undercommon 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.[22][23]
Examples of corporations sole in the United Kingdom
The Corporate Officer of the House of Commons[32] and the Corporate Officer of the House of Lords,[33] two corporations established by the Parliamentary Corporate Bodies Act 1992
^Interpretation Act, RSC 1985, c. I-21, s. 35. "Her Majesty,His Majesty,the Queen,the King orthe Crown means the Sovereign of the United Kingdom, Canada and Her or His other Realms and Territories, and Head of the Commonwealth; (Sa Majesté,la Reine,le Roi oula Couronne)".
