A corporation sole is a

legal entity In law, a legal person is any person or 'thing' (less ambiguously, any legal entity) that can do the things a human person is usually able to do in law – such as enter into contracts, sue and be sued, own property, and so on. The reason for ...

consisting of a single ("sole") incorporated office, occupied by a single ("sole") natural person.Technical Manual
Insolvencydirect.bis.gov.uk This structure allows corporations (often

religious corporation A religious corporation is a type of religious non-profit organization, which has been incorporated under the law. Often these types of corporations are recognized under the law on a subnational level, for instance by a state or province governm ...

s or

Commonwealth A commonwealth is a traditional English term for a political community founded for the common good. Historically, it has been synonymous with " republic". The noun "commonwealth", meaning "public welfare, general good or advantage", dates from th ...

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 A corporation is an organization—usually a group of people or a company—authorized by the state to act as a single entity (a legal entity recognized by private and public law "born out of statute"; a legal person in legal context) and re ...

, the other being a ''corporation aggregate''.

Ecclesiastical origins

Most corporations sole are church related (for example, the Archbishopric of Canterbury),Terms and Conditions
of churchofengland.org although some political offices of the United Kingdom (e.g., many of the Secretaries of State), Canada, and the United States are corporations 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 A vicar (; Latin: ''vicarius'') is a representative, deputy or substitute; anyone acting "in the person of" or agent for a superior (compare "vicarious" in the sense of "at second hand"). Linguistically, ''vicar'' is cognate with the English pre ...

of the church, the property was titled to the office of the corporation sole. In the case of the

Roman Catholic Church The Catholic Church, also known as the Roman Catholic Church, is the largest Christian church, with 1.3 billion baptized Catholics worldwide . It is among the world's oldest and largest international institutions, and has played a ...

, 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 church governance, a diocese or bishopric is the ecclesiastical district under the jurisdiction of a bishop. History In the later organization of the Roman Empire, the increasingly subdivided provinces were administratively associat ...

in the US state of

California California is a state in the Western United States, located along the Pacific Coast. With nearly 39.2million residents across a total area of approximately , it is the most populous U.S. state and the 3rd largest by area. It is also the m ...

into many smaller corporations sole and with each

parish priest A parish is a territorial entity in many Christian denominations, constituting a division within a diocese. A parish is under the pastoral care and clerical jurisdiction of a priest, often termed a parish priest, who might be assisted by one or ...

becoming his own corporation sole, thus limiting the diocese's liability for any

sexual abuse Sexual abuse or sex abuse, also referred to as molestation, is abusive sexual behavior by one person upon another. It is often perpetrated using force or by taking advantage of another. Molestation often refers to an instance of sexual assa ...

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. In the jurisdictions of

England and Wales England and Wales () is one of the three legal jurisdictions of the United Kingdom. It covers the constituent countries England and Wales and was formed by the Laws in Wales Acts 1535 and 1542. The substantive law of the jurisdiction is Eng ...

Scotland Scotland (, ) is a Countries of the United Kingdom, country that is part of the United Kingdom. Covering the northern third of the island of Great Britain, mainland Scotland has a Anglo-Scottish border, border with England to the southeast ...

Northern Ireland Northern Ireland ( ga, Tuaisceart Éireann ; sco, label=Ulster Scots dialect, Ulster-Scots, Norlin Airlann) is a part of the United Kingdom, situated in the north-east of the island of Ireland, that is #Descriptions, variously described as ...

, and the

Republic of Ireland Ireland ( ga, Éire ), also known as the Republic of Ireland (), is a country in north-western Europe consisting of 26 of the 32 counties of the island of Ireland. The capital and largest city is Dublin, on the eastern side of the island. ...

, a Roman Catholic bishop is not a corporation sole, and

real property In English common law, real property, real estate, immovable property or, solely in the US and Canada, realty, is land which is the property of some person and all structures (also called improvements or fixtures) integrated with or affi ...

is held by way of

land trust Land trusts are nonprofit organizations which own and manage land, and sometimes waters. There are three common types of land trust, distinguished from one another by the ways in which they are legally structured and by the purposes for which th ...

s, a tradition dating back to the suppression of Roman Catholicism by

Henry VIII Henry VIII (28 June 149128 January 1547) was King of England from 22 April 1509 until his death in 1547. Henry is best known for his six marriages, and for his efforts to have his first marriage (to Catherine of Aragon) annulled. His disagr ...

during the

English Reformation The English Reformation took place in 16th-century England when the Church of England broke away from the authority of the pope and the Catholic Church. These events were part of the wider European Protestant Reformation, a religious and poli ...

and the Penal Laws of Ireland.

The Church of Jesus Christ of Latter-day Saints The Church of Jesus Christ of Latter-day Saints, informally known as the LDS Church or Mormon Church, is a nontrinitarian Christian church that considers itself to be the restoration of the original church founded by Jesus Christ. The ch ...

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 The Insular Government of the Philippine IslandsThis form of the name appeared in the titles of U.S. Supreme Court cases, but was otherwise rarely used. See Costas v. Insular Government of the Philippine Islands, 221 U.S. 623, 1911. The Admini ...

of the

Philippines The Philippines (; fil, Pilipinas, links=no), officially the Republic of the Philippines ( fil, Republika ng Pilipinas, links=no), * bik, Republika kan Filipinas * ceb, Republika sa Pilipinas * cbk, República de Filipinas * hil, Republ ...

in 1914 and with the

People's Republic of China China, officially the People's Republic of China (PRC), is a country in East Asia. It is the world's most populous country, with a population exceeding 1.4 billion, slightly ahead of India. China spans the equivalent of five time zones an ...

in 2014. 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.

The Crown

Within most constitutional monarchies, notably the

Commonwealth realm A Commonwealth realm is a sovereign state in the Commonwealth of Nations whose monarch and head of state is shared among the other realms. Each realm functions as an independent state, equal with the other realms and nations of the Commonwea ...

the Crown The Crown is the state in all its aspects within the jurisprudence of the Commonwealth realms and their subdivisions (such as the Crown Dependencies, overseas territories, provinces, or states). Legally ill-defined, the term has different ...

is a nonstatutory corporation sole. 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. The Crown (state) legally acts as a person when it enters into contracts and possesses property. As a person, the

monarch A monarch is a head of stateWebster's II New College DictionarMonarch Houghton Mifflin. Boston. 2001. p. 707. for life or until abdication, and therefore the head of state of a monarchy. A monarch may exercise the highest authority and power i ...

(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 Charles III (Charles Philip Arthur George; born 14 November 1948) is King of the United Kingdom and the 14 other Commonwealth realms. He was the longest-serving heir apparent and Prince of Wales and, at age 73, became the oldest person to ...

as a natural person holds several separate offices, such as

King of the United Kingdom The monarchy of the United Kingdom, commonly referred to as the British monarchy, is the constitutional form of government by which a hereditary sovereign reigns as the head of state of the United Kingdom, the Crown Dependencies (the Bailiw ...

, King of Canada,

King of Australia The monarchy of Australia is Australia's form of government embodied by the Australian sovereign and head of state. The Australian monarchy is a constitutional monarchy, modelled on the Westminster system of parliamentary government, whil ...

, and

Supreme Governor of the Church of England The supreme governor of the Church of England is the titular head of the Church of England, a position which is vested in the British monarch. Queen and Church > Queen and Church of England">The Monarchy Today > Queen and State > Queen and Churc ...

, 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. The sovereign's status as a corporation sole ensures that all references to the Queen, the King, Her Majesty, His Majesty, and the Crown are synonymous, referring to exactly the same legal personality over time. While natural persons who serve as sovereign pass on, the sovereign never legally dies; thus the corporate nature of the office of sovereign ensures that the authority of the state continues uninterrupted. In other words, the sovereign is made a corporation sole to prevent the possibility of disruption or

interregnum An interregnum (plural interregna or interregnums) is a period of discontinuity or "gap" in a government, organization, or social order. Archetypally, it was the period of time between the reign of one monarch and the next (coming from Latin '' ...

, 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. As a corporation sole, the legal person of the sovereign is the personification of the state and consequently acts as guarantor of the

rule of law The rule of law is the political philosophy that all citizens and institutions within a country, state, or community are accountable to the same laws, including lawmakers and leaders. The rule of law is defined in the ''Encyclopedia Britannica ...

and the fount of all executive authority behind the state's institutions. As certain countries have federal systems of government, the sovereign in these cases also possesses capacities as distinct corporation sole in right of each of the Australian states and

Canadian provinces Within the geographical areas of Canada, the ten provinces and three territories are sub-national administrative divisions under the jurisdiction of the Canadian Constitution. In the 1867 Canadian Confederation, three provinces of British Nort ...

; for example, as Her Majesty the Queen of Australia in Right of Queensland and Her Majesty the Queen of Canada in Right of Alberta.

Secular application in the United States

Every state of the

United States The United States of America (U.S.A. or USA), commonly known as the United States (U.S. or US) or America, is a country primarily located in North America. It consists of 50 states, a federal district, five major unincorporated territorie ...

recognizes corporations sole under

common law In law, common law (also known as judicial precedent, judge-made law, or case law) is the body of law created by judges and similar quasi-judicial tribunals by virtue of being stated in written opinions."The common law is not a brooding omnipresen ...

, 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. 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.

Examples of in the United Kingdom

The Crown The Crown is the state in all its aspects within the jurisprudence of the Commonwealth realms and their subdivisions (such as the Crown Dependencies, overseas territories, provinces, or states). Legally ill-defined, the term has different ...

(sometimes regarded as a corporation aggregate) * Auditor General for Wales * Chief Executive of Skills Funding * Children's Commissioner for England * Children's Commissioner for Wales * Commissioner for Older People for Northern Ireland *

Commissioner of Police of the Metropolis The Commissioner of Police of the Metropolis is the head of London's Metropolitan Police Service. Sir Mark Rowley was appointed to the post on 8 July 2022 after Dame Cressida Dick announced her resignation in February. The rank of Commission ...

* Comptroller and Auditor General * Corporate Officer of the House of Commons * Corporate Officer of the House of Lords * The Dawat-e-Hadiyah * Duke of Cornwall *

Duke of Lancaster The Dukedom of Lancaster is an English peerage merged into the crown. It was created three times in the Middle Ages, but finally merged in the Crown when Henry V succeeded to the throne in 1413. Despite the extinction of the dukedom the title ...

* Information Commissioner * Mayor (of London)'s Office for Policing and Crime * Judicial Appointments and Conduct Ombudsman *

Lord Mayor of the City of London Lord is an appellation for a person or deity who has authority, control, or power over others, acting as a master, chief, or ruler. The appellation can also denote certain persons who hold a title of the peerage in the United Kingdom, or are ...

* Official Custodian for CharitiesOG38 A1 – WHAT IS A CORPORATION?
, Charity Commission * Immigration Services Commissioner * Police Ombudsman for Northern Ireland * Public Services Ombudsman for Wales *

Public Trustee The public trustee is an office established pursuant to national (and, if applicable, state or territory) statute, to act as a trustee, usually when a sum is required to be deposited as security by legislation, if courts remove another trustee, o ...

* Pubs Code Adjudicator * Receiver for the Metropolitan Police District (abolished) * Registrar General * Secretary of State for... (various; most recently Foreign, Commonwealth and Development Affairs) * Solicitor for the affairs of the Duchy of Lancaster, the * Treasury Solicitor * London Fire Commissioner

In the Church of England

Archbishop of Canterbury The archbishop of Canterbury is the senior bishop and a principal leader of the Church of England, the ceremonial head of the worldwide Anglican Communion and the diocesan bishop of the Diocese of Canterbury. The current archbishop is Jus ...

* Archbishop of York *

Bishop A bishop is an ordained clergy member who is entrusted with a position of authority and oversight in a religious institution. In Christianity, bishops are normally responsible for the governance of dioceses. The role or office of bishop is ...

s of the Church of EnglandPractice Guide 08
Land Registry * Deans of the Church of England * Rectors in the Church of England * Vicars in the Church of England

Examples of corporations sole elsewhere

* Catholic Diocese of Hong Kong * 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 * Dai al-Mutlaq, the * Director of National Parks, Australian government *

Governor General of Canada The governor general of Canada (french: gouverneure générale du Canada) is the federal viceregal representative of the . The is head of state of Canada and the 14 other Commonwealth realms, but resides in oldest and most populous realm, t ...

* Minister of the Government,

* New Zealand's Office of the Privacy Commissioner *

* New Zealand Public Trustee * Māori Trustee, New Zealand * Office of The Sovereign of Canada

References

{{Reflist, 30em English law Corporations