Corp Sole

Understanding the Office of Corporation Sole

for the governance of a Church

What is the Federal Statute requiring a Church/Parachurch to incorporate or register with the government? THERE IS NONE!!

Church/Parachurch ministries falls under the First Amendment of the United States Constitution states that “Congress shall make no law respecting an establishment of religion, or prohibiting the free exercise thereof….” So what happened? Did the legislative branch of the government ignore the Constitution? No, the establishment has been the clergy. Unfaithful attorneys and accountants assisting uneducated pastors, evangelist, teacher, etc. have established thousands and thousands of government business church/parachurch ministries. This has been recognized as the 501(c)(3) corporation. We not only have State government churches, but we have established corporate business franchise’s operating in the Babylonian system of commercialism as Church, Inc.

Corporation Sole | Church Restoration MinistriesEveryone is crying, “Separation of Church and State!” There is no such thing. When the church applied for the 501(c)(3) corporation status offered by the state, it became a government entity and lost its constitutional immunity under the first amendment of our Constitution. It asks for a privilege to become part of their worldly Babylonian system.

In two thousand years the world religion of these last days has paralyzed the church and now is carried on the back of the beast of government. It has little resemblance to the church that Yahshua/Jesus began on the day of Pentecost. No wonder the Revelator showed such amazement when given the view of the end-time religion. The last scene of a church in Revelation is of a drunken whore decked with jewels and carried by world government, and referred to by the Revelator, as the Harlot of Babylon. Hearers professed but practiced not. We have made an idol of the thing we call church. This idolatry is demon-driven, spiritual harlotry.

The Lord’s trumpet is sounding an alarm to God’s holy remnant and His voice echoing, “Come out from among her, Come out from among her that you be not partakers of her sins and that you receive not of her plagues.” (Rev. 18:4) So what do we do? The true body of Messiah, the called-out-ones, has a choice to make. Be an entity of the State and remain in idolatry, or be an embassy of God for the Kingdom of Heaven. We need to recognize the corporate church as it is, a part of Babylon, and REPENT of this harlotry, obey the LORD, and Come out of her!

If you are operating your church ministry as a 501(c)3 corporation, you must dissolve that corporation and rid yourself of this worldly system of Anti-Christ.Yahshua knew their thoughts, and said to them: “Every kingdom divided against itself is brought to desolation, and every city or house divided against itself will not stand.” (Matthew 12:25)

The Legal Alternative to this dilemma is the office of corporation sole for the governance of the church/parachurch ministry.

A Church/parachurch ministry does nothave to file to be a 501(c)(3) corporation to be recognized as a Tax Exempt Organization. It only has to be in the status of the 501(c)(3) corporation requirements according to IRC 508. A church does not have to file the 1023 form to be recognized as tax exempt. It is automatically exempt according to IRC 508,

The Catholic Church’s Bishops and Priests, the Mormon Church, and most Jewish Synagogues are not 501(c)(3) Corporations. They governance their church ministry as a corporation sole.

So what is a corporation sole? Corporation sole is a title, an office, of one person only who is holding an office within the body of believers for the governance of the church. It is not a business corporation, 501(c)(3) corporation that office within the body of the called-out-ones. It is not a business corporation or any type of corporation as in the secular definition of corporation. In a secular business corporation, an entity is incorporated. In the corporation sole, the incorporated office is created by the voluntary act of individuals who associate themselves with their intention of ecclesiastical acts and make a public declaration of their intention. The ecclesiastical corporation sole is a person holding this office who is devoted to spiritual affairs, such as bishops, deacons, apostles, prophets, pastors, evangelists, elders, etc. The contract with the Almighty is protected within the canon law and recognized by the states and Article 1, Section 10 of the Constitution of the United States. This was decided by the Supreme Court of the United States in the case entitled “The Trustees of Dartmouth College vs. Woodward” (Wheaton’s Reports, Vo. 4, p. 518). The federal government compels the individual states to act within the boundaries of the supreme law of the land. State legislatures recognize the restriction against interfering with religious bodies.

The office of a corporation sole is a series of persons succeeding one another in some official position. The crux of this description is not that the corporation sole is composed of a single person, rather, it is really composed of a number of persons who, one after another, hold the same office. The real crucial element of this definition is the series itself and the due order of succession. For example Queen Elizabeth II, as a corporation sole, is identical to Victoria; the present Archbishop of Canterbury in his corporate form is one with his predecessors, Laud, Benson and Lang; Pope Gregory XVI, as a corporation sole succeeded Pope John II. The titles Queen, Archbishop, and Pope were in succession of the corporation sole. The corporation sole, unlike its business counterpart, is only vertical in time.

Corporation sole may be formed to acquire, hold and dispose of church or religious society property for the benefit of religion, for works of charity and for public worship. Full and Arranged Digest of Cases of the Supreme, Circuit and District Courts of the United States, under the title Corporations for Charitable and Religious Uses, states the following: “A corporation for religious and charitable purposes, which is endowed by private sponsor, is a private eleemosynary corporation, although is not created by a charter from the government. (Society vs. New Haven, 8 Wheat, 464 5 Cond. Rep 48) Corporation sole is not created by the government as corporations are. Thus the government is not in control of the corporation sole.

Several states have statutes officially giving the recognition of a corporation sole as a recognized religious entity. Others states as well as other countries acknowledge this by the legal principal of “comity,” or “lawful courtesy”. Other countries in the world acknowledge corporation sole by the legal principle of “comity,” which leads them to accept ecclesiastical societies established by foreign governments as valid entities. Corporation Sole is free to operate regardless of geographical or political boundaries and its ability to operate beyond the control of secular authority provides numerous advantages.

While governments typically grant the right of incorporation for groups of people, a higher authority, actually empowers a corporation sole. Since it is essentially religious, a corporation sole operates beyond the influence of secular institutions, such as national, state or local governments. The deeply-held faith and conviction upon which the corporation sole is based possesses the ultimate authority over the corporation sole.

The principal characteristic of a corporation sole was that it was vested with the privilege of perpetuity, that is, it was said to have perpetual succession. At the original custom of the churches, the church and the parsonage were vested in the then parson by the bounty of the donor, as a temporal recompense to him for the spiritual care of the people, and with the intent that the same representative should afterwards continue as remuneration for the care. But how was this to be resulted? The freehold was vested in the parson; and, if we suppose it vested in his natural capacity, on his death it might descend to his heir, and the heir would be liable to his debts and encumbrances. The law therefore has wisely ordained, that the parson shall never die, any more than the king by making him and his successors a corporation, which has no death. By which means all the original rights of the parsonage are preserved entire to the successor; for the present incumbent, and his predecessor who lived seven centuries ago, are in law one and the same person; and what was given to the one was given the other also. The crux of this description is not that the corporation sole is composed of a single person. Rather, it is really composed of a number of persons who, one after another, hold the same office. The really crucial element of this definition is the series itself and the due order of succession. For example the King (title) is succeeded by the Queen (title); Pope (title) John II, as a corporation sole succeeded Pope (title) John I. Pastor (title) Tom is succeeded by Pastor (title) Jim.

Various courts on the federal and state level in America have issued legal opinions concerning the establishment of corporation sole. Black’s Law Dictionary (West Publishing Co., Third Edition, 1933, pg. 440) verifies an explanation of the structure: “A corporation sole is one consisting of one person only, and his successors in some particular station, who are incorporated by law in order to give them some legal capacities and advantages, particularly that of perpetuity, which in their natural persons they could not have had. In this sense, the sovereign in England is a sole corporation, so is a bishop, so are deans distinct from their several chapters, and so is every parson and vicar. 3 Steph. Comm. 168, 169; 2Kent, Comm. 273. Warner vs. Beers, 23 Avend. (N.Y.) 172; Codd vs. Rathbone, 19 N.Y. 39; First Parish vs. Dunning, 7 Mass. 447; Reid Vs. Barry, 93 Fla. 849, 112 So. 846, 859…”

California Court of Appeals, Second Appellate District in the County of San Luis Obispo vs. Delmar Amherst 146 Cal. App. 3d 380 (1983) stated recently: “The issue as defined by the trial court, “is whether the assets of a corporation sole are the personal assets of its titular head, and thus subject to execution for his or her debts.” The answer on the basis of legal authorities defining the corporation sole and its attributes must be, as the trial court concluded, and unequivocal “NO.”

In Zabrishie Estate 96 Col App 3d 571, 158 Cal Rptr 154. (1979) the legal definition of a corporation sole states, “A corporation sole is the incorporation of the bishop, chief priest, presiding elder, or other presiding officer of any religious denomination, society or church for the purpose of administering and managing the affairs, property and temporalities thereof. The will and judgment alone of the presiding officer regulates his acts, like any other individual acting in his own right. Historically, a corporation sole consists of one person only and his successors, in some particular station, who are incorporated by law in order to give them legal capacities and advantages, particularly that of perpetuity, which is their natural persons they could no have.” The phrase “or other presiding officer of any religious denomination, society or church” provides allowances for a variety of acceptable titles/office within the church.

In most cases, an established board of directors controls a civil corporation according to certain specific guidelines as set forth in the articles of incorporation. The corporation’s owner or shareholders usually elect the board of directors and have the power to remove them from office. The articles on incorporation usually require the election of a secretary, treasurer and other officers and force them to perform certain duties in a particular manner. However, a corporation sole operates under exclusive direction of the individual holding the office without any other officers. In this case, there are no by-laws to regulate how the corporation sole operates or a board of directors to dictate the course of action. The person holding the office of corporation sole exercises their own will and judgment alone to manage the affairs of the corporation sole, like any other individual acting in his own right. The power to conduct the affairs of the corporation sole rests entirely with one specific person at the complete direction of the Most High, Yahshua. In the case of a corporation sole overseeing a body of believers, private church constitution and by-laws within that body for behavior and manners may be established by the corporation sole and the congregation according to the law of the Gospel.

The first question that comes in everyone’s mind is, “How does the IRS tax law recognize a corporation sole?” IRS in publication 557, it states on page 16 of Chapter three concerning 501(c)(3) organizations under the heading Dedication and Distribution of Assets, “Asset of the organization must be permanently dedicated to an exempt purpose. This means that should an organization dissolve, its assets must be distributed for an exempt purpose described in this chapter, or to the federal government or to a state or local government for a public purpose.”

In chapter three, page 15, those that are exempt automatically are those that meet the requirements of the 501(c)3 section of the IRC, which include: CHURCHES, interchurch organizations, auxiliaries of church…..”

IRS publication 1828 on page 3, it states, “Churches may be legally organized in a variety of ways under state law, including………corporation sole.” The IRS is stating that a church is recognized as the same status as a 501(c)3 corporation that is under a corporation sole that is organized under state law although it is not organized as 501(c) (3) corporation. It meets the requirements of the 501(c)(3) section of the IRS code.

In Title 26 and Income Tax Regulations Section 1511-2(u) the term “CHURCH” includes, a religious order, a religious organization if such order or organization is (a) an part of “Church” – Religious Order and (b) is engaged in carrying out the functions of church whether as a Civil Law Corporation 501(c)3 or OTHERWISE. (Otherwise: Apart from; aside from; not including)

Corporation sole is the “otherwise” organized under state law. In the IRS Code 508(c)(1)(a) the corporation sole cannot file for a status that it already enjoys. Because the corporation sole is recognized as the same status as the 501(c)3 corporation and in the category of the 508, the 501(c)3 Corporation can donate all the assets to corporation sole because it meets the ruling of IRS publication 557 under “Distribution of Assets.”

On page 15 of publication 557 it states: “A church, interchurch organization, religious schools, order, etc and its associations IS NOT required to file form 1023 to be exempt from federal income tax or to receive a tax deductible contribution. They are automatically immune. The IRS specifically excludes the church from the need to file for tax-exempt status.

In section 508 of IRS code it states Special rules with respect to Section 501(c) 3 organizations and like organizations: (a) New organizations must notify the Secretary that they are applying for recognition of 501(c) status……EXECPT…as provided in subsection (c). Section (c) states: Exceptions: (1) Mandatory Exceptions, Subsections (a) and (b) SHALL NOT applies to: (a) Churches, their integrated auxiliaries, and conventions or associations of churches.

IRC Section 6033(a) provides church “Mandatory Exceptions” from the need for filing returns of any kind. It also acknowledges the church complete immunity to disclosure. The regulations explain that it is not necessary to maintain records of any kind.

In Section 6033(1)(g)(1)(i) it states that annual returns are not required to be filed by an organization described in section 501(c)(3), which has established it right to exemption from taxation under 501(a) and which is organized and operated exclusively for religious purposes.

In Section 6033(2)(a)(i)(iii) of the Code it states: (a) Mandatory Exceptions, (i) Churches, their integrated auxiliaries, etc. (iii) exclusively religious activities of a Religious Order.

The corporation sole has complete immunity to disclosure. The regulations explain that it is not necessary to maintain records of any kind except for the organizations’ own purposes and reasons.

In Section 170(B) provides for Charitable Contributions and gifts that can be deducted for an individual. In Section 170 B(1)(a)(i) it states: (1) Individuals (a) General Rule for any charitable contribution to: (i) A church or association of churches

Since the IRS Codes are subject to the First Amendment to the United States Constitution, there are NO requirements for church/parachurch to apply to the IRS for recognition of a tax excepted or tax-exempt status. In fact, the codes themselves provide a specific EXCEPTION to reporting and taxation for churches/ministry.

The IRS Codes are for CORPORATIONS, Non-Profit and For-Profit Business Corporations. The corporation sole is NOT a business corporation. Even though it is not a business corporation, IRS recognizes the corporation sole in the same status and category as a non-profit corporation, without being one. They understand the difference between a church, the called-out-ones, and a non-profit business corporation.

According to Kent commentaries, there are few points of law applicable to a corporation sole. These are however, four legal characteristics unique to it:

1.) All corporation sole’s are officeholders of and for established church or a ministry. In short corporation sole is the incorporation of an office.

2.) The corporation sole can hold a title to real property on behalf of the church.

3.) Church property and powers of corporation sole are transferred on the death of an incumbent to

successors in office, not to heirs or through executors.

4.) Corporation sole lacks the usual trappings of a corporation. They are religious and for religious purpose only.

5.) All corporation sole are considered ambassadors, the legal representative of a religious order.

There are two significant types of corporation sole that the individual states and U.S. recognize corporation sole.

The first type is the office that is prior existing. It is the office that predates the existence of the United States. It was grandfathered from the ancient religious order over 2,000 years ago. It was formed within the body of Messiah 33 A.D. by way of succession or direct ordination from the order of the Most High, the Lord Yahshua/Jesus, the Messiah. It is created and written out of the ecclesiastical canon law and is recognized under the common law of England and under the common law and Constitution of these united states of America. Some examples of the ecclesiastical canon law corporation sole is the Pope, Priests, Bishops of the Catholic church, the Mormon church, the Evangelical church, Presbyterian church, and Jewish synagogues.

The second type is the newly created corporation sole that is written within the state under civil law. The articles do not reference any history of the office or scripture writing or references. The civil law recognizes the corporation as a trust or an entity and it is created by the government and is under government control as the 501(c)(3) corporations.

The advantages of the canon law corporation sole for the church vs. a 501(c)(3) corporation are:

1.) The office is not created by the government and are not under any government agency. It is a religious office within the church.

2.) The office is subject to the private government of the church who established it.

3.) The only rules for the office are the by-laws and constitution of the church.

4.) The government is not able to interfere in any way the church functions.

5.) The pastor(s) of the church are not considered an employee, but are ministers of the church. It is not operated as a business. It is a church.

6.) There are no filing requirements of any kind for the church.

7.) There are no withholding or self employment taxes or income tax for corporation sole. This is not an employed position. It is an office of the church, not an employee.

8.) The corporation sole can receive donations on behalf of the church and give tax deductible receipts to its donors.

9.) The corporation sole can do and operate as an individual can according to state statue on behalf of the church.

10.) The church body is not incorporated as a 501(c)(3) corporation.

11.) Most of all, the headship becomes Messiah and not the government.

As it is now, we have Church, Inc. a big corporate business operating in commerce. Church, Inc. is an agency of the government, controlled by the government under the 501(c)(3) corporations. Under the office of corporation sole, Church, Inc. leaves the position of corporate business, is no longer a government agency. The pastor is no longer a government agent. The whole word can be preached without restraint. The congregation becomes the body of Messiah and not business stockholders, and the LORD Messiah is now head and Lord of His church.

The religious corporation sole flows like this: Messiah is the head of His called-out-ones, His church. The corporation sole office is within the body of believers, but not as overlords. The body and the building that they meet in is not acknowledged by the state for any reason whatsoever. The office of the person holding the office of the corporation sole is recorded with the state to acknowledge its existence.

We choose to record the corporation sole in the state of Montana. The reason is they are the only state that separates their corporations and identifies the church corporation sole in their articles as Religious Corporation Sole.

Although we record the corporation sole in Montana, sixteen other states specifically acknowledge the corporation sole through legislation:

Alabama Code Section 10-4-1 to 9 (1975)

Alaska Stat. Section 10.40060 (1985)

Arizona Revised Stat. Ann. Section 10-11904-11908 (2002)

California Corp. Code Sections 10000 to 10015 (West 1977)

Colorado Rev. Stat. 7-52-101-104

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 Code Ann. Section 615 (1982)

OregonRev. 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 to12 (1973)

Washington Rev. Code Ann. Section 24.12.010-040 (1969)

Wyoming Stat. Section 17-8-109 to 113 (1977)

An examination of cases citing a corporation sole in judicial opinions, session laws and a listing of corporate names of dioceses in the 1987 Official Catholic Directory proves that nine other states or jurisdictions have a corporation sole created under special or private charter. They are the District of Columbia, Illinois, Kentucky, Maine, Maryland, Massachusetts, Nebraska, Rhode Island and Texas. Many other states also have a corporation sole operating under private law or special incorporation.

The corporation sole is not taught in modern law schools. Unless the lawyer has had extensive experience with ecclesiastical or canon law, or other ecclesiastical bodies using corporation sole, the chances a lawyer, accountant, or advisor, will be entirely unfamiliar with the corporation sole. At best, the lawyer, accountant, or advisor unfamiliar, or limited knowledge, with the corporation sole will probably confuse it with a “non-profit” or “not for profit” corporation with or without at 26 U.S.C. 501(c)(3) corporation status.

Church Restoration Ministries has the extensive knowledge and proficient in ecclesiastical canon law corporation sole for the church and direct the steps for which the church must remove itself from Babylon and back under the Lordship of our Messiah. We have created the proper ecclesiastical structure of the articles for the corporation sole for the filing. We have made the teaching of corporation sole for the governance of church/parachurch as an outreach of our local church.