A Brief Overview |
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We invite you to please read this information as if you are listening to an elder storyteller and do not take these particular words as facts in and of themselves. This presentation is meant to convey the "nature" of a "concept" that you will need to "translate" into your own understanding and make use of in your own life. Please also note that if you do not identify with the secular nature of this presentation, don't worry, look beyond the specific model here and know that each Corporation Sole has its own mission statement that may reflect whatever your particular beliefs may be. We have made it available in this form for your personal convenience by invitation only. It is not meant for general distribution. Please direct people to this specific document so that they can receive a proper introduction to this information.
Where does the Corporation Sole come from?
Where does the Corporation Sole actually come from? What is its genesis?
The Corporation Sole we can trace back to the time of Noah and indeed beyond Noah in the Bible where families, the patriarchal type of tradition in families at that time sensed that they had an obligation to acquire resources in their lives. When they found someone that was in need, another family, another individual, that would come to them that needed water, that needed food, needed clothing, it was their obligation to give whatever those individuals needed to them such that they could sustain their lives. So if it was water, it was water, if it was gold or silver, it was gold and silver, if it was clothing they gave them clothing, food, they gave them food.
This is the genesis of the first time that we see a Corporation Sole in something written. We know that Abraham did this from a book called the Book of Joshua, we also see it in the Old Testament. There is some writing and some commentary that Abraham may have been the first Corporation Sole that we know of that is recorded in what we know of as the Bible.
But it also has a modern application. The Corporation Sole today (June 2000) is recognized in 17 states by statute. It is recognized in 19 states by case law. The Corporation Sole is recognized in the balance of the states by private charter. In those states the statutes vary a little bit in terms of their recognition. You find the Corporation Sole in use today modernly in a variety of different environments.
You will find that two thirds of the Catholic dioceses in the United States are indeed a Corporation Sole. You find that in the Masonic tradition most of the fraternal lodges that are in a sense masonic, free-accepted masons, those are Corporation Soles. You will find Corporation Soles in a variety of different educational forms. For example the Regents of California, the Trustees of Dartmouth College. You will find Corporation Soles used in that setting. You will also find them in hospitals; the Shriners Hospital; the Sisters of Charity of the Incarnate Word in Texas, or for that matter throughout the southern United States; that's a Corporation Sole.
So Corporation Sole is both an ancient tradition and it has a modern application. It distinguishes itself from other forms of business organizations in that there is one person in charge of the Corporation Sole, generally speaking not a board and not a variety of different people as a committee.
Corporation Soles truly understood are about your calling in life. Your calling in life may or may not be what you are doing today in a job or some kind of vocation. My particular calling in my life happened to be when God called on me and said that I want you to be a missionary. But my vocation up until that time and my training up until that time had been as an attorney. And when God called me into the ministry, away from what I was trained to do and what some people would say that I was good at doing, I had to arise and go and do that.
The Corporation Sole truly understood is the "how", how do I do that? How do I do that without compromising the values that the Lord has told me that I must live by in order to carry out his calling. If the Lord tells me for example that I want you to follow the Ten Commandments, without fail; I want you to follow the Golden Rule, without fail; I want you to do unto others as you would have them do unto you, without fail; can I do that in other corporate structures? Sometimes yes but often-times I can't because we are asked to make compromises all the time for business objectives.
In a Corporation Sole those problems are not present. In the general structure of the Corporation Sole the Corporation Sole sits outside of the statutes and because it sits outside of the statutes it is not regulated by the statues. The states don't create the Corporation Sole, they simply acknowledge it. That is its distinguishing characteristic.
As you read the information in this document please keep in mind that the Corporation Sole is not like anything else that you have ever seen. There is no synonym that would apply to a Corporation Sole. It is not like a 501-C-3 nonprofit corporation; it is not like a partnership; it is not like what some people sometimes call a Sole Corporation. If you just reverse the words a Sole Corporation is not a Corporation Sole.
It is something which is unique that allows you to specifically carry out God's calling in your life in a way which does no injustice to the foundational principles that the Lord has asked you and all of us to live by.
Is the Corporation Sole legal?
One of the questions asked frequently in our classes has to do with the legality of the Corporation Sole.
If it has these benefits of benefits of being outside of the "legal system", ostensibly, is it legal? This question often asked not only by the students it is often asked by those that are legal counsel; accounting counsel; this question gets asked in a variety of different ways because people are troubled by the fact that, one, they generally speaking have never heard of a Corporation Sole, and having not heard of that Corporation Sole they want to know whether or not it is legal.
The answer to that is almost always yes. It is legal, it is recognized not only in the United States as we discussed earlier in the jurisdictions that we spoke about; it is also recognized in certain United States Supreme Court decisions; it is recognized in England, Scottland, Ireland and Wales. A good example is the Archbishop of Canterbury, the Queen Mother, both of them are Corporation Sole and duly recognized as that. But, it is not only recognized in those statutes it is recognized also in case law. It is recognized in practice.
For example we now know that the Queen Mother writes all of the checks for all of the orphans and all of the widows in the United Kingdom and she writes it out of her personal checkbook. She has never given Parlement the authority to do that. She has maintained that that is her role as Queen Mother and it is the office of Queen who is responsible for taking care of widows and orphans and so she handles that by herself and does not allow Parlement to do it as you see in the United States perhaps with the welfare system.
Now when I say that it is legal to do it, there are ways that it "should" be applied and then there are ways that it should not be applied. If someone were to take a Corporation Sole today and attempt to operate a business. Let's say that it is a copying business. And you attempted to run the copying business inside the Corporation Sole that would not be an appropriate application of the concept. Let's take one that is a little closer like the Healing Ministry. If one is a physician licensed by the State and one attempts to run and practice medicine inside the Corporation Sole this would not be an appropriate application. However, if we rework the understanding and re-write and re-describe what the physician does as a Healing Ministry, with or without compensation, and it is one which is soundly based on the teachings of Christ about healing, and it is carried out as part of that commission then that type of Healing Ministry inside a Corporation Sole may be an appropriate use.
The term "illegal" in the law needs some definition. The term illegal is the equivalent of something where you have not done something according to the form, the appropriate form. There are two words, illegal and unlawful, and they are opposites. When someone says that something is illegal what they are meaning and what they are signifying is that it was not done on the appropriate form.
Now there are appropriate ways to carry out this Corporation Sole and to apply it and there are inappropriate ways. The question always comes up, well, what are the appropriate ways? My response generally is if you feel as though it is a calling that the Lord has made upon you to do something for His Kingdom; to carry out His Will; and to glorify His Presence on this Earth; then it is an appropriate application of the Corporation Sole. If it is anything other than that then I think that you need to pray on it very carefully and look at it carefully and listen very carefully and then do what the Lord leads you to do.
Is a Corporation Sole the same as a trust?
The answer to that is no. In a trust you have three parties not one. Those three parties in a trust generally speaking if it is a statutory trust are regulated and created by the statute that specifically authorizes it, the trust, to operate inside some environment.
In a Corporation Sole the distinguishing characteristic is that the particular structure is one person under the authority of God. It is very very different than a business partnership, a different type of corporation, a Sole Corporation, and other types of vehicles that you find in a business setting.
Because the Corporation Sole is one person the interesting thing Biblically about it is that the house can never be divided against itself. What would the argument be if it was just one human being in relationship to God?
In a trust structure you have at least three parties. You have the party that creates it, the trustor. You have the party that looks over it, the trustee. Then, you have the benificiary who is to receive some benefit as the consequence of this trust operating in the world. So you have three potential competing interests where the house could be divided against itself.
This is not the case in a Corporation Sole. In a Corporation Sole you have simply said, "Father, I understand that you own everything. And because you own everything you have given me stewardship over these resources what would YOU like me do with them today to glorify your presence upon this Earth." That is a Corporation Sole and it distinguishes itself obviously from these other structures in that they are secularly oriented. The Corporation Sole is vertically oriented. So the other structures are horizontal in their relationships and the Corporation Sole is verticle in the way that you operate according to God's will and what you hear Him ask you to do with the resources that He has given you.
Can a church be a Corporation Sole?
Can a church be a Corporation Sole or is it not already a Corporation Sole?
In some cases that is true, it is a Corporation Sole and we have gone over the fact that the diocese and archdiocese of the Catholic Church are set up by and large as Corporation Sole. But it is not often true of hierarchial protestant churches who have over the last 20 to 25 years been led by appropriate counsel, or perhaps inappropriate counsel, to use the 501-C-3 vehicle in order to carry out the churches' purposes.
Up until recently that choice may have seemed like the right choice because the church did not seem to experience any significant difficulties with making its choice of a 501-C-3 corporation. As of late however, talking to ministers, pastors, priests across the country, there tends to be and has become known to most of us who look at this that these particular churches are now being looked at very carefully by organizations, taxing organizations, and state organizations that want to inquire into their business affairs.
Churches that are in a 501-C-3 classification must have some kind of a governing board. It may be 2 people, it may be 3, it may be 10, it may be 30, but when that board is imposed upon the corporate structure in the church setting the potential for the church being divided against itself is sewn into the fabric of that church structure.
In a Corporation Sole that is not the case. As we discussed earlier, the Corporation Sole is a vertical integration where there is one individual under authority with God directing that individual's activities. That particular office carries on in perpetuity.
So the way that a Corporation Sole is set up is actually shown and demonstrated by its name. Each Corporation Sole must have certain things in order for it to be recognized and one of them is a particular type of name. In most instances it is called, "the office of the presiding overseer" and then you fill in the blank. It could be pastor, it could be deacon, it could be apostle, it could be priest, it could be rabbi. The office of (that name) of a church, or a congregation, or a ministry, or a mission, or a sacred order. Then, the interesting words to follow that with a comma are "and his successors (comma), a Corporation Sole."
Most of the state statutes that recognize Corporation Sole ask that this type of language appear so that the name is rather long so that there is no tendancy of a third party to look at this corporation and say, "Ah, that is just a normal (other type of corporation)." They realize it because the name is so long.
The other reason is, and it has to do with the holding of land, the Corporation Sole holds all of the property as a steward for the Lord and it holds the property in perpetuity. This means that that property can not be taken away from the Corporation Sole. It is given to the Corporation Sole, the office that is, forever. And each successor, say over 700 hundred years, is treated exactly the same as the original party who was the original officer when that Corporation Sole took form. So even though the successor may be 700 years in the future the same rights, the same duties, and the same obligations that applied to the original officer now applies to this particular officer who now stands in the original officer's shoes.
Is a Corporation Sole an appropriate vehicle for asset protection or estate planning?
The answer to that in short order is no.
There is a consequence that takes place in the lives of those that actually form a Corporation Sole and truly live it. One of those things has to do with your inheritance. When I say inheritance I do not mean that which you receive necessarily from your immediate parents. What I am talking about is an inheritance that promises you peace, promises you joy, promises you what would be the equivalent of security, promises you all of the things that God has written in the Bible and makes sure is there for you to read, for you to accept as a gift freely given.
The consequence of having a Corporation Sole in your life generally speaking if it is appropriately applied is that peace does well up in you. A sense of calm does well up in you. One of the reasons that we have found that that is so is from the Bible. When you are obedient to what God asks you to do, do you honestly believe that you would continue to live in a state of punishment, or a state of disobedience, or a state of a lack of peace? Because if that were the case what would be the incentive to obey?
When you focus on what God asks you to do in your life, that song He has asked you to sing, uniquely and individually inside this Corporation Sole that perhaps no one else can sing. I would argue that no one else can sing this unique thing that the Lord has asked you to do. When that occurs the natural consequence of it is peace, the natural consequence of it is prosperity. You receive an inheritance but it is an inheritance from above not horizontally.
Oftentimes people ask then what do you do with this Corporation Sole? The Corporation is designed to be a conduit. You receive God's resources, you ask the Lord what do you want me to do with these resources? And when you hear, that's what you do.
Some people attempt to bring into the Corporation Sole the ways of the world. That is, well, I will receive the resources, I will take a look at what it looks like at the end of the month, and then I will determine what I will give away. And that is the way that I will do it, mechanically, aerocrometically. On the contrary what the Lord will ask you to do and has asked all of us to do is look at the beginning of the month and give away what I tell you to give away and do not worry about the end of the month. Because you only get to maintain stewardship over that which you have given away. The Corporation Sole is the "how". It is a place for it to be done. Is it the only way? Probably not but it is one way where you take one small step back toward God to making peace with your Father in Heaven.
Can a Corporation Sole do all of the things that other types of corporations can do?
For example, can a Corporation Sole own property? Can a Corporation Sole enter into a loan agreement? Can a Corporation Sole enter into a lease agreement? Can a Corporation Sole enter into the general contracts of the world and do those things that other types of corporations do?
The answer is that the statutes generally speaking provide that they can not. But, the way that we teach this program and what we have been lead to do in terms of counseling those who are thinking about a Corporation Sole is that even though the state provides the specific benefits, in the articles of incorporation which we recommend people use, we recommend in those articles as you record them that you deny these benefits.
Why? Just because the State gives you a benefit does not mean that you have to accept the benefit. If the Lord tells you owe no man any money and then you go borrow money and you experience a difficult time as a consequence of that is it because the bank is the problem or because you violated the principle?
If the Lord says do not charge someone interest or usury and then you go ahead, because the State says that it is okay, and participate in this benefit that the State licenses, then under those circumstances it goes wrong or it goes sour, is it the contract which is wrong or is it the people that you are involved with or is it that you violated another principle?
So, we have taken a look at, in the Corporation Soles that we have worked with people on, we have looked at these statutes and said just because you have given us these 15 or 18 or 20 different rights does not mean that we are going to accept them. There are certain ones that we accept and there are other ones that we do not.
One of the ones that we accept is the right to hold property. But how? Do we buy the property? Or, do we receive it as an inheritance? The principle of receiving it as an inheritance is that God says that I gave you the land. You shall not sell the land outright for you are strangers and sojourners with me in it. So if we are not supposed to sell the land, even though the State says that we can, then we are obviously not supposed to buy the land, even though the State says that we can. When we sell and when we buy and something happens which we do not like is it because we followed the principle and we did what the Lord asked us to do or is it because we disobeyed?
This is something that comes up on an ongoing basis in every decision that a Corporation Sole faces. What does God ask me to do and what does the State say that I can do? And when there is a conflict we follow what the Lord tells us to do and we avoid what the State says that we can do.
Will the Corporation Sole protect my resources or assets that I own?
When I began the practice of law I, like most lawyers, most physicians, people in a professional capacity, would be asked a question whereby a set of facts would be given to me and then I would be asked now if I do this or this will I be okay? The job of a lawyer of course, or a physician, is to say well, based on my experience and based on what I understand the facts to be if you do this I am going to predict that in the future you will be okay.
I do not do that any longer. The reason that I do not do that any longer is first of all God says do not do that. Do not prognosticate the future, do not foretell the future, do not sit there and presume upon me and my creation what is going to happen because you have no earthly idea what is going to happen.
What I can tell you is this, that regardless of the resources that God has given you stewardship over and regardless of the fact that I have already indicated that this is not something where you attempt to protect assets or resources out of a sense of fear. That a Corporation Sole vehicle is not to be used to protect resources or assets that you think would be subject to tax laws or some kind of confiscation laws otherwise.
I can tell you this, it has been my experience and it has been the experience of people that we have worked with, that when you do what the Lord has asked you to do, do you honestly believe that He would punish you for doing that? The answer to that question has to obviously be, no. Because if He would punish you for doing the right thing what would be the incentive?
Okay, that being said, the next question that people will ask is if I do this will I be okay? The answer is, generally speaking you will be tried and you will be tested. We all are. No matter how much money you have, no matter how much you do not have, no matter what you are called to do in life, one of the things that is absolutely clear about this walk on this planet serving the Lord is that you will face trials and you will face testings and you will face temptation.
The only question that will ever remain is when you had that come up in your life what did you do? And if you sat there and complained or murmured about it or thought that you had done something wrong there was one result. If you recognize that despite the fact that you made the right choice, despite the fact that you were following what the Lord asked you to do in this particular case or that, the Lord always promises that He will deliver you through it.
He did not say that no weapon would ever be formed. He just said that no weapon formed against you would prosper. He did not say that the arrows would not be fashioned and shot toward us in our lives. He just said that they would not hit you.
So the truth of the matter is that you will go through storms no matter what choice you make. But the question is, are you going through the storm for the glory of His kingdom, to serve His will, to do what He asks you to do, or are you doing it on your own?
The Corporation Sole is a way of honoring that relationship to what God has asked you to do. It is a rare privilege. It is something where the Lord has said that I want you to do this specifically for my kingdom. This is the way that I want you to do it. Here is what I am going to give you to do it. Here is the vision and here is the provision. Now go do it.
A Brief Bibliography on Corporation Sole
- 4 Fed Stat. Ann (2d ed.) pp. 245-252
- 38 Stat. At Large, chap. 16, pp. 172-180
- Norwestern University v. People 99 U.S. 387 (1878)
- Terrett v. Taylor 13 U.S. (9 Cranch) 43, 46 (1815)
- Town of Pawlett v. Clark 13 U.S. (9 Cranch) 292 (1815)
- W. Trinidad v. Sagrada Orden de Predicadores 263 U.S. 458 (1924)
- Alabama Code Section 10-4-1 to 9 (1975)
- Alaska Stat. Section 10.40.060 (1985)
- Arizona Revised Stat. Ann. Section 10-421 to 426 (1977)
- California Corp. Code Sections 10000 to 10015 (West 1977)
- Colorado Rev. Stat. 7-52-101 to 104
- Hawaii Rev. Stat. Section 419-1 to 9
- Idaho Code Section 30-304
- Michigan Comp. Laws Ann. Section 458.1-2, 458.271-273 (West 1983)
- Montana Code Ann. 35-3-101 to 209 (1985)
- Nevada Rev. Stat. Section 84.010-080 (1985)
- New Hampshire Rev. Stat. Ann. Section 306.6-8 (1984)
- North Carolina Gen. Stat. Section 615 (1982)
- Oregon Rev. Stat. Section 61.055(1)-(3) (1983)
- South Carolina Code Ann. Section 33-31-140 (Law Co-op 1976)
- Utah Code Ann. Section 16-7-1 to 12 (1973)
- Washington Rev. Code Ann. Section 24.12.010-040 (1969)
- Wyoming Stat. Section 17-8-109 to 113 (1977)
- Archbishop v. Shipman (1889) 79 Cal. 288
- County of San Luis Obispo vs. Delmar Ashurst 146 Cal.App.3d 380, 194 Cal.Rptr. 5 (1983)
- Estate of Zabriskie (1979) 96 Cal.App.2d 571
- Santillan v. Moses (1850) 1 Cal. 92
- The Overseers of the Poor of the City of Boston v. David Sears 39 Mass (2 Pick) 122 at 128 (1839)
- Jansen v. Ostrander 1 Cow. 670, 683 (N.Y. Sup.Ct 1824)
- Governor v. Allen 27 Tenn. (8 Hum.) 176 (1847)
- Polk v. Plummer 21 Tenn. (2 Hum.) 500 (1841)
- Santa Rosa Infirmary v. City of San Antonio (Tex.Com.App. 1925) 259 S.W. 926 at 934
- Toole vs. Christ Church (Civ.App.--Glaveston 1940) 141 S.W.2d 720
Law Review Articles
- A. Maida & N. Cafardl, Church Property, Church Finances And Church Related Corporations 129 (1986)
- C. Carr, The Law of Corporations 14 (1905 & photo reprint 1984)
- E. Kantowicz, The Corporation Sole (1983)
- 2 J. Kent, Commentaries 273
- Morawetz, Victor, A Treatise on the Law of private Corporations, Little, Brown, and Company (1886)
- 1 Blackstone's Commentaries, ch. 18, pp. 469-470
- Bouscaren, Canon Law Digest 443 (1966)
- 4 New Catholic Encyclopedia, Corporation 337 (1967)
- Laski, The Early History of the Corporation in England, 30 Harvard Law Review 561 (1917)
- Maitland, Frederic, The Corporation Sole 1900 Law Quarterly Review, 16 (1900), pp. 335-354
- Williston, History of the Law of Business Corporations Before 1800 (pts. I and II, 2) Harvard Law Review 109, 149 (1888)
- Black's Law Dictionary (1991) at page 341