Tag Archives: Corporation Sole

Question and reply concerning setting up a trust for a “ministry” from a “prophetess” dedicated to “the manifestation of prophecies”

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LETTERS AND QUESTIONS FROM PASTORS AND OTHERS ANSWERED

Jerald Finney
February 1, 2019

I received the following e-mail with questions concerning setting up a trust (identifiers omitted):

Hi,

I really appreciated your site.  I am starting a prophetic ministry.  I will be operating out of a trust to cover office and travel expenses and whatever other needs, but no salaries or profits, and relying on donations.  I was wondering if  you could answer a couple of questions:

Click the above to go to the LDS article, “5 Righteous Women Called ‘Prophetess’ in the Bible”

1) Is there anything I need to do with any conceivable “entity” to declare myself a ministry?  I am not a pastor, but a prophetess.  My ministry will be dedicated to the manifestation of the prophecies in the Bible.  To the best of your knowledge, must the ministry be connected to a church?  I am a believer in the house church and am not a part of an established church.

2) Is an IRS information return needed for donations received?  I understand that this is required of a 501c3.

3) Do I call myself a non-profit organization, or is does that apply to a 501c3?

Quote from LDS Elder, L. Tom Perry

4) I am encountering a tricky thing regarding beneficiaries, as I don’t want to name other ministries.  Truly the ones with beneficial interest are the “people of God” as a whole, especially the people of the Promised Land, which I believe to be the USA.  I don’t know if I can say that legally.  In addition, the projects that I plan to start in order to bring this about will involve people, places and things that have not yet come into being.  Do you know of anyone who can counsel me about how to establish the beneficiaries of a trust in this prophetic context, in which the Spirit will be my guide?

This comes with a prayer for you, your family, your church, and your ministry – that God may pour out His blessings on you, as you do on us!

Sister _____________________

My Reply

Dear Ms _____________________,

Thanks for your desire to please the Lord. Since you have asked me questions and given me information about what you are doing, I must answer you honestly and in love.

A New Testament ministry must be under the authority of a church under Christ in all things. One cannot separate a God ordained ministry from a church under Christ. A ministry that is not under the authority of a church under Christ is not in God’s perfect will. Also, to be approved of God, a church and a ministry must be called of God and in line with Bible teaching in all things including  leadership, makeup, doctrine, etc.

To answer to your question, “Do I call myself a non-profit organization, or is does that apply to a 501c3?” would require more time than I have, so I just address one facet of the question. If you organize a church or ministry of a church as 501c3 or 508, you have just submitted that church or ministry to a head other than the Lord Jesus Christ. Why set up a trust (a properly ordered trust, not the type of trust you envision) and defeat its purpose by placing the entity you are trying to keep completely out of man’s control, and then partially submit it to man’s control?

I can see by your e-mail that you do not understand the concept of the Bible trust and the beneficiary thereof. The “people of God” are not the beneficiaries of a church Bible trust. The trust used by this Churches under Christ Ministry is patterned after Bible trust doctrine and is recognized, not created, by American law as a non-legal entity.

These matters took me many years of Holy Spirit led study of the Bible (the KJB being the Word of God in English), history, and law. When even a lost person, much less a born again believer, grabs bits of information for which he/she has no studied understanding, he cannot implement the information with knowledge and wisdom. Only those born of the spirit can understand spiritual matters, and the basis of understanding for that person in all matters concerning faith and practice is the Word of God (the King James Bible in English).

Some people such as Peter Kershaw, Ben Townsend of the so-called Ecclesiastical Law Center push a ill-informed and flawed “trust” scheme and other deceivers misdefine and misapply the corporation sole (a type of non-profit corporation whose only difference from any other non-profit corporation is that it has only one, as opposed to several, officers) to allegedly help unknowledgeable pastors and churches organize outside man’s law.  The former mislead  churches in their application of the concept “church” trusts. The latter do not understand but nonetheless falsely promote and define “corporation sole” for unwitting churches who are seeking to do things the Bible way. These frauds who falsely claim to have specialized knowledge and skills mislead believers who seek to do things God’s way rely on these deceivers.

The Bible conclusively proves that the USA  is not the “Promised land” and reveals other errors in your e-mail which I do not have time to address.

I know no one who can help you, including myself, because one of us has been misled by the wrong spirit. I am a born again believer in God the Son, the Lord Jesus Christ, and am convinced that God the Holy Spirit has guided me through my studies so that what I believe and teach is in line with God’s Word. I invite anyone to show me, from the KJB only without reference to any interpretation of the Bible or any other writing, where I am wrong on these matters.

Click the above image to go to ““What Books Should I Read?”: Essential Readings in Mormonism for Every Member”

Again, I trust that you are sincere, but sincerely uneducated and misinformed about many matters. The evidence suggests that you have fallen for the lies of the LDS cult; if not, your email assertions match some LDS lies. I believe that the LDS church uses the King James Bible but other books take priority and are considered as authoritative. I believe that the LDS church teaches that the King James Bible is correct insofar as it is correctly translated and interpreted and that other LDS books fill in a lot which your prophets and teachers, as led by the god of this world, assert was left out of or incorrectly preserved in the KJB. Those deceivers have to correct it and fill in so as to accommodate the teachings of the devils, disguised as angels, who inspired them to believe their lies. The LDS church teaches a false Jesus and false doctrine and leads millions to hell.

I write this to you in love hoping that you will see the error of your ways. I am not your enemy because I tell you the truth. I especially suggest that you diligently seek the Lord and the salvation He offers through His son (not the false Jesus of the LDS religion). I recommend the following as you seek the truth about God and eternity: What the Word of God teaches about Salvation and After Salvation.

For His Glory,
Jerald Finney

Expose And Reject The Teachings and Methods of Church Organization Con-Artists and Charlatans

Jerald Finney
May, 2016

This article concerns those who falsely claim legal expertise in the area of church/state relations and ends with Bible justification for standing against forces of darkness which invade the arena of church organization in America.

A remnant of believers in America seek to do all things the Bible way, God’s way. One perplexing and somewhat complex matter for those believers concerns the organization of a New Testament church. Believers who study and believe the New Testament quickly come across passages which make clear that Christ wants his churches to be under Him only. Some of those believers, including some of God’s good pastors, seek help in organizing churches. Tragically, many come in contact with and rely on charismatic pseudo-Biblical/legal experts.

Truly, a believer must be well-studied in both the relevant Bible and legal principles in order to intelligently and correctly organize a church such that she remains under the authority of the Lord Jesus Christ (Scripture) only. Knowing the Bible without true legal competence is a recipe for disaster. For example, the Ecclesiastical Law Center alleges Bible as opposed to legal solutions to church organization, but due to legal incompetence organizes churches legally, not Scripturally.

Jethro on the Beverly Hillbillies often stated that he wanted to be a brain surgeon. Some pastors are wannabe “lawyers,” some even going so far as to claim lawyer status even though they never produce any reliable proof of such and even though a diligent examination of their attempts to keep churches under the authority of God and the Scriptures only belie their claim. Of course, few if any believers have the time to check out what they are told about such matters and many follow people who are skilled “Christian” con-artists and charlatans. Most get to liking and even loving their misguided mentors and many lash out at anyone who would try to discredit them. It is hard to confront uncomfortable or damnable truths about those one loves.

Complicating the matter is the fact that many “Christian” lawyers either prove to be incompetent or are trained in the law but not studied in the Bible. Their standard for all matters in faith and practice is not the Bible. Their authority for all matters is the law. As they amass their earthly fortunes, they teach and apply legal, not Bible, principles. For example, David Gibbs relies on the Internal Revenue Service, not the Bible, definition of “church,” and instructs churches to become legal, not spiritual or New Testament entities. These spiritual/legal con-artists, while deceiving and being followed by multitudes, also cause some to distrust all lawyers without further examination.

For years, this lawyer shied away from confronting false teachers. For example, he knew for many years that the Ecclesiastical Law Center (“ELC”) was not qualified to deal with church and state matters even though they falsely claim to have “Bible” as opposed to “legal” solutions to church organization. His attitude was that it is up to believers seeking help to sort out and apply good versus bad advice; and, additionally, he did not wish to attack the ELC because he knew and liked one of their leaders who spoke at his church on the subject of church organization several years before he delved into an extended study of Bible (first), and historical (second), principles and methods of church organization. After completing that study, he studied law to assure that he correctly navigated around the legal landscape in a manner which did not inadvertently result in organization of a church as a legal, as opposed to spiritual only, entity.

However, after coming in contact with many of good men of God who were deceived and who parroted the ridiculous rhetoric, the false teachings, and the foolish and unlearned questions of the ELC and after witnessing relentless and untrue ELC attacks against others over a period of years, this author finally took the time to do an examination of the ELC and their teachings. The result was an online booklet, Ecclesiastical Law Center Exposed.

The corporation sole and Internal Revenue Code § 508 method of church organization is another scam used by skilled but unethical charlatans to deceive the unwary. Critique of “Church Freedom and the Corporation Sole” Website exposes that fraudulent deception.

So far the message of this article to believers and churches seeking help in organizing New Testament churches is, “Beware of false teachers and unskilled pseudo-lawyers.” Do your homework. Look at qualifications and testimonies. Seek truth and apply it, even if you must confront false methods and teachings of others you love. Base all conclusions on Bible precepts and verifiable facts.

Now to the question, “Why is this article justified, under God?” What is the Bible basis for exposing deceivers? As soldiers of the Lord, one is to contend against the forces of darkness, to fight the good spiritual fight of faith. Only a few of many verses which support this conclusion are quoted:

Speaking of deceptions within the churches, Jude wrote: “Beloved, when I gave all diligence to write unto you of the common salvation, it was needful for me to write unto you, and exhort you that ye should earnestly contend for the faith which was once delivered unto the saints. For there are certain men crept in unawares, who were before of old ordained to this condemnation, ungodly men, turning the grace of our God into lasciviousness, and denying the only Lord God, and our Lord Jesus Christ…. Likewise also these filthy dreamers defile the flesh, despise dominion, and speak evil of dignities…. But these speak evil of those things which they know not: but what they know naturally, as brute beasts, in those things they corrupt themselves.” Jude 3-4, 8.

Ep.6.10-12As to Christ’s relationship with his churches, the Apostle Paul wrote: “Husbands, love your wives, even as Christ also loved the church, and gave himself for it; That he might sanctify and cleanse it with the washing of water by the word, That he might present it to himself a glorious church, not having spot, or wrinkle, or any such thing; but that it should be holy and without blemish.” Ephesians 5:25-27. Speaking to the church at Corinth, he said: “For I am jealous over you  with godly jealousy: for I have espoused you to one husband, that I may present you as a chaste virgin to Christ. But I fear, lest by any means, as the serpent beguiled Eve through his subtilty, so your minds should be corrupted from the simplicity that is in Christ.” 2 Corinthians 11:2-3.

Fight the good fight. Keep the faith. Expose false methods and teaching in all matters, including the preeminent  area of church organization. Make sure you get it right. Is not the Lamb of God worthy of your diligence efforts to keep his body pure and undefiled?

Comparison of Three Methods of Church Organization: Bible Trust (ordinary trust), Incorporation (includes corporation sole), and Ecclesiastical Law Center Trust

Click here for PDF of the document

Comparison of Bible Trust (ordinary trust),[i] Incorporation (includes corporation sole),[ii] and Ecclesiastical Law Center Trust[iii]

See the links at bottom for more details.

By Jerald Finney
Copyright © February 8, 2015

Bible Trust (ordinary trust) Incorporation (includes corporate sole) Ecclesiastical Law Center Trust
Is the method of organization Biblical? Yes No No
Does the organizational method leave Christ as the only head of the church? Yes No No
Is the church who uses the method a spiritual entity only? Yes. If the church understands what she is doing and does not act legally in any other way. No. An incorporated church (includes corporation sole church) is a legal entity, an artificial person. No. An Ecclesiastical Law Center church is a legal entity since she holds or can hold property through a pastor. Only a legal entity can hold property.
Is the church who uses the method a legal entity? No. Nor is the Bible trust used by the church a legal entity. Yes. Yes, the use of the method by a church makes the church a legal entity. In addition, the type trust used by the ELC church is also a legal entity.
Does it give the state authority over God’s church? No Yes. Yes.
Is the church who uses the method under the First Amendment (statement of a biblical principle) only? Yes No No
Does the use of the method place a church under the Fourteenth Amendment? No. Yes (The church is an artificial person (a legal fiction)). Yes (The church is an artificial person (a legal fiction)).
Is the church who uses the method under IRC § 501c3? No (If the Bible Trust church claims 501c3 or 508 status, she is no longer a church organized according to the principles of the New Testament). Depends: If the church so chooses, she is under 501c3. Since she has already compromised her New Testament status, she may as well get 501c3 or 508 status. -both place a church under the 501c3 rules Depends: If the church so chooses, she is under 501c3. Since she has already compromised her New Testament status, she may as well get 501c3 or 508 status-both place a church under the 501c3 rules.
Is the church who uses the method under IRC § 508? No (If the Bible Trust church claims 501c3 or 508 status, she is no longer a church organized according to the principles of the New Testament). Depends: If the church so chooses, she can claim 508 status. Since she has already compromised her New Testament status, she may as well get 501c3 or 508 status. Depends: If the church so chooses, she can claim 508. Since she has already compromised her New Testament status, she may as well get 501c3 or 508 status.
How is a bank account held? The trust holds the bank account, not the church. For the church to open a bank account makes the church a legal entity. The corporation holds the bank account. E.g., First Baptist Church, Inc. The Ecclesiastical Law Center Trust does not believe in church bank accounts even though the ECL church is already a legal entity.
How is insurance held? The trust holds the insurance, not the church. For a church to hold insurance makes a church a legal enity. The corporate church holds the insurance. ?
Who signs the checks? The pastor/trustee of the trust signs the trust account checks. A corporate office signs the incorporated church checks. NA
Who signs deeds to real property? The pastor/trustee of the trust signs deeds. A corporate officer signs deeds. The pastor/trustee of the trust signs the deeds.
Who owns the real property? The beneficiary of the trust (the Lord Jesus Christ) is the true owner of the property in the trust estate. The pastor/trustee is the legal owner. The corporation (the church, inc.) is the legal and real owner of the property. The church through the pastor is the legal owner and the Lord Jesus Christ is the true owner of real property in the trust estate.
Who holds title to personal property? The pastor/trustee of the trust holds the title as the legal owner of the property. The Lord Jesus Christ is the real or true owner of the property. The corporation (the church, inc.) holds the title as the legal and real owner of the property. The pastor/trustee of the trust holds the title for the church who is the legal owner of the property. The Lord Jesus Christ is the real or true owner of the property.

[i] See, Spurious rationale for church incorporation: to hold property. This article compares the Bible Trust (not called that in the article) to church incorporation and explains how the use by a church of a Bible Trust comports with both New Testament and legal principles.

[ii] See Critique of Church Freedom and Corporation Sole for full explanation of the church incorporation sole methodology.

[iii] See Ecclesiastical Law Center Exposed for full explanation of the Ecclesiastical Law Center methods and obvious blatant misrepresentations of the ordinary (Bible) trust.

Appendix A: What is a Corporation Sole?

Contents of this booklet (left click link to go to entry):

Introduction

Chapter 1: Legal Entity Status and the Corporation Sole
Chapter 2: Analysis of “Benefits of the Corporation Sole Compared to a Traditional 501c3 Church”
Chapter 3: Analysis of “Church Establishment Affidavit”

Conclusion

Appendix A: What is a Corporation Sole? (Below)
Appendix B: Corporation Sole and Internal Revenue Code §§ 501(c)(3) and 508

Related articles:

Jerald Finney
Copyright © February 5, 2015

What is a corporation sole? Who creates the corporation sole? The creator of the corporation sole defines its creation, just as God defines that which He creates, ordains, or establishes. The corporation sole is a creation of state law.

Just as human beings are creatures of God, so corporations sole are creatures of the state. The proof?—the Oregon corporation sole statutes (reproduced below) which allow churches to accept the state of Oregon’s offer to churches to place themselves under state law and become corporations sole. Those statutes make clear that the corporation sole is a non-profit corporation which is under the law which creates it. Keep in mind that a few other states also create corporations sole.

After studying this analysis, one who is heretofore unfamiliar with delving into this issue will be prepared to examine the corporation sole statutes of other states.

Oregon Revised Statutes, Oregon Non-profit Corporation Law, Volume 2 Business Organizations, Commercial Code § 65.067, 2013 is the authority behind or the creator of the corporation sole. (Click the colored link to go directly to the statute.)

Oregon Revised Statutes Section 65.067. Click the above image to go directly to statute.
Oregon Revised Statutes Section 65.067. Click the above image to go directly to statute.

Oregon Revised Statutes, Oregon Non-profit Corporation Law, Volume 2 Business Organizations, Commercial Code § 65.067, 2013 says:

“(1) An individual may, in conformity with the constitution, canons, rules, regulations and disciplines of a church or religious denomination, form a corporation under this section to be a corporation sole. The corporation sole is a form of religious corporation and differs from other religious corporations organized under this chapter only in that the corporation sole does not have a board of directors, does not need to have officers and is managed by a single director who is the individual who constitutes the corporation and is the corporation sole’s incorporator or the successor of the incorporator.

“2) The name of the corporation sole is the same as the office within the church or religious denomination that the incorporator holds, followed by the words ‘and successors, a corporation sole.’

“(3) All of the provisions of ORS 65.044 to 65.067 apply to a corporation sole. If the corporation sole has no officers, the director may perform any act that an officer may perform with the same effect and in the same manner as though one or more officers of the corporation sole performed the act.

“(4) If a corporation sole or the individual that constitutes the corporation sole is the only member of a religious corporation, the religious corporation is not required to hold an annual membership meeting under ORS 65.201 if the religious corporation is: (a) Incorporated under the provisions of this chapter; and (b) Of the same church or religious denomination as the corporation sole.

“Approved by the Governor May 16, 2013 Filed in the office of Secretary of State May 17, 2013 Effective date January 1, 2014.”

Notice the first sentence of the above statute: “An individual may, in conformity with the constitution, canons, rules, regulations and disciplines of a church or religious denomination, form a corporation under this section to be a corporation sole.” A church may, as in the case of all non-profit corporation laws in America, form what? A corporation. The law says an individual “may form a corporation … under this section to be a corporation sole.” [Empahsis mine.] Under what? Under this section of the law, not under God. In conformity to what?–In comformity to the “constitution, canons, rules, regulations of a church or religious denomination;” not in conformity to Bible principle. A church corporation sole may be in conformity to the “constitution, canons, rules, regulations of a church or religious denomination” but it is not in conformity to New Testament church guidelines.

The next sentence says: “The corporation sole is a form of religious corporation and differs from other religious corporations organized under this chapter only in that the corporation sole does not have a board of directors, does not need to have officers and is managed by a single director who is the individual who constitutes the corporation and is the corporation sole’s incorporator or the successor of the incorporator.”

ContractBecause a church may form a corporation sole under the statute, the state is only extending an offer which a church may accept. If the church accepts the offer, she has entered into a contract with the state.

The basic components of a contract are offer, acceptance, and consideration. Consideration means that each party to the contract must receive a benefit. The state receives a benefit—control over the accepting church to the degree laid out in the statute. The accepting church believes that she receives a benefit—the contractual protections she perceives she gets from the law of contract. Never mind that she is no longer under the Lord Jesus Christ only—His power, principles, laws, judgment, and benefits are not enough for the corporate church. In fact, some of the laws of the state are deemed to be superior to the laws of God; this must be the case because the corporate church agrees to enter into a contract forbidden by the New Testament principles and many of whose conditions directly contradict those principles. Corporation sole churches and all other corporate churches should thank the Lord for his permissive will since they are no longer in His perfect will.

HierarchyOfLawAll law has a hierarchy (a line of authority). The authority of a given law depends upon its place in the hierarchy. For example, God’s law is the highest law. In America, the next highest law is the United States Constitution. Below that are state, county, and city, constitutions and laws, in that order. Oregon Revised Statutes, Oregon Non-profit Corporation Law, Volume 2 Business Organizations, Commercial Code § 65.067, 2013 is not the highest law of the State of Oregon. It falls below the Oregon Constitution, United States Constitution, all of which are under God’s law. One can challenge a lower law in the United States Federal or in the Oregon courts should he believe it is unconstitutional. Of course, as applied to churches, Oregon Revised Statutes, Oregon Non-profit Corporation Law, Volume 2 Business Organizations, Commercial Code § 65.067, 2013 violates God’s law. It also violates man’s law, the First Amendment, which is a statement of the Bible principle of separation of church and state. (See Is Separation of Church and State Found in the Constitution? and the resources cited in that article.). Instead of not accepting the state’s offer and perhaps challenging the statute on First Amendment grounds, many churches choose to accept the offer the state’s offer.

Jude1.15What about appealing the lawfulness of this Oregon law to the Judge of the Universe? That judge, since He knows all things, created all things, and ordained all lawful powers, does not hold court in a secular manner. He operates outside of time and outside man’s temporal procedures. He weighs all the facts and judges from His throne. In some ways, churches suffer the natural, God-ordained consequences for violation of His laws. Sometimes, God decides to judge in the here and now through temporal means. Sometimes He reserves judgment for the final judgment day.

One can determine the nature of the Oregon Revised Statutes, Oregon Non-profit Corporation Law, Volume 2 Business Organizations, Commercial Code § 65.067, 2013 by the words of the statute and by the immediate hierarchy: Oregon Revised Statutes, Oregon Non-profit Corporation Law, Volume 2 Business Organizations, Commercial Code § 65.067, 2013. The corporation sole is under Oregon Revised Statutes, Oregon Non-profit Corporation Law, Business Organizations, Commercial Code. Again, this shows that the corporation sole is a non-profit corporation.

Although the Oregon Corporation Sole church is a non-profit corporation, she is distinct from in some ways and the same as in some ways to other Oregon non-profit corporations. The law explains how she is distinct and how she is the same. The law says in Section (1):

“… The corporation sole … differs from other religious corporations organized under this chapter only in that the corporation sole does not have a board of directors, does not need to have officers and is managed by a single director who is the individual who constitutes the corporation and is the corporation sole’s incorporator or the successor of the incorporator.” [Emphasis mine.]

That is the only difference which is repeated here for emphasis—the Oregon corporation sole “does not have a board of directors, does not need to have officers and managed by a single director who is the individual who constitutes the corporation and is the corporation sole’s incorporator or the successor of the incorporator.< Section (2) applies to the name of the corporation sole.

Section (3) tells how the corporation sole is the same as other Oregon non-profit corporations: “(3) All of the provisions of ORS 65.044 to 65.067 apply to a corporation sole.” This shows that the Oregon corporation sole is a non-profit corporation and that “All of the provisions of ORS 65.044 to 65.067” apply to her.

What are those provisions? The titles are as follows:

65.044       Incorporators
65.047       Articles of incorporation
65.051       Incorporation
65.054       Liability for preincorporation transactions
65.057       Organization of corporation
65.061       Bylaws
65.064       Emergency bylaws and powers
65.067       Corporation sole

One can read Sections 65.044 to 65.067 by going to Oregon Revised Statutes, Oregon Non-profit Corporation Law, Volume 2 Business Organizations, Commercial Code § 65.067, 2013.

Section (3) also explains the function of the director of the corporation sole:

“If the corporation sole has no officers, the director may perform any act that an officer may perform with the same effect and in the same manner as though one or more officers of the corporation sole performed the act.””

A non-profit corporation church.
A non-profit corporation church.

It is clear that a corporation sole is a Oregon non-profit corporation created by Oregon Revised Statutes, Oregon Non-profit Corporation Law, Volume 2 Business Organizations, Commercial Code § 65.067, 2013.

Chapter 3: Analysis of “Church Establishment Affidavit”

Contents of this booklet (left click link to go to entry):

Introduction
Chapter 1: Legal Entity Status and the Corporation Sole
Chapter 2: Analysis of “Benefits of the Corporation Sole Compared to a Traditional 501c3 Church”
Chapter 3: Analysis of “Church Establishment Affidavit” (Below)
Conclusion 
Appendix A: What is a Corporation Sole?
Appendix B: Corporation Sole and Internal Revenue Code §§ 501(c)(3) and 508

Related articles:

Chapter 3: Analysis of “Church Establishment Affidavit”

Jerald Finney Copyright © February 3, 2015

For understanding, please read the Introduction and Chapter 1: Legal Entity Status and the Corporation Sole and Chapter 2: Analysis of “Benefits of the Corporation Sole Compared to a Traditional 501c3 Church” before studying this chapter. As you read this chapter, you will note that my comments on some of the material on the Church Establishment Affidavit webpage below are answered, “I have already covered this.” You may find the answer by reading the introduction and prior chapters of this online booklet.

This chapter will analyze the Church Establishment Affidavit webpage written by Joshua Kenny-Greenwood, Overseer of The Empowerment Center Church.

Quotations from the webpage Church Establishment Affidavit will be in red.

The analysis will be in the following order:

Click to go directly to Church Establishment Affidavit Page
Click to go directly to Church Establishment Affidavit Page

1. Analysis of the first two paragraphs 2. Analysis of section 1, “THE JURISDICTIONAL DISTINCTION AND DIFFERENCES BETWEEN THE LAWS OF 508C1A AND 501C3 IN THEIR RELATIONSHIP TO A CHURCH ESTABLISHMENT AFFIDAVIT” 3. Analysis of section 2 “WHY OUR CHURCH ESTABLISHMENT AFFIDAVIT IS SO IMPORTANT TO CHURCHES4. Analysis of “DOES THE GOVERNMENT OR IRS REALLY WANT THIS FIGHT?”

Quotations from the webpage Church Establishment Affidavit will be in red.

1. Analysis of the first two paragraphs

When getting a Corporation Sole for your Church and Ministry, it is important to note that your actually creating two separate legal creatures. First, you create your Church (which is legally manifested through a Church Establishment Affidavit) and then the Churches subsequent Corporation Sole (which is nothing more than an incorporated office held within the Church for the purposes of managing all of the Churches assets and is NOT the Church itself).

TwoHeadedAnimalMy comments. Yes, you are creating two legal creatures, but they are not separate which is made clear by the law and by the paragraph quoted above. Notice that he says, “Corporation Sole (which is nothing more than an incorporated office held within the Church for the purposes of managing all of the Churches assets and is NOT the Church itself). The incorporated sole office is held within the church for the purpose of managing all of the Church’s assets. It is also an office created by the corporation sole contract with the state, Oregon in this case. The Bible mentions no such office for a New Testament church. A church under God will comply with New Testament guidelines for the church. A church under the state, created by men, such as the church created by a Church Establishment Affidavit, will concoct its own manner of organization. Some will then publish that method and deceive others such that they contribute monetarily (of course, they are not required to donate) to the deceivers who help them profane God’s church through devices such as non-profit corporation sole and Church Establishment Affidavit which, among other things, defines the church according to the IRS defintion of a church.

Mt.16.18_1A Corporation Sole CANNOT be established unless your Church is first created through the use of a Church Establishment Affidavit that needs to be signed by both you as the Pastor of the Church but also two Church member witnesses and your Churches eventual Corporation Sole’s Successor and/or Secretary.  If a Corporation Sole were to be established prior to you signing, witnessing and having notarized the Church Affidavit, then your Corporation Sole can be out of statutory compliance and potentially deemed a sham organization by the IRS.”

This man, Joshua Kenny-Greenwood, Overseer of The Empowerment Center Church, just makes stuff up, as I have pointed out over and over in this booklet. Hundreds of thousands of churches alone have been established under God, in Bible order, without a church establishment affidavit. Sadly, most American churches chose, against the will of God according to His word, to become legal entities such as non-profit corporations (which, as explained in prior chapters, includes the corporation sole non-profit corporation), unincorporated associations, charitable trusts, and business trusts; the vast majority of those went on to become 501(c)(3) churches. There is a significant remnant of churches in America who are doing things God’s way.

The reason we emphasis that a Church must first be organized through an Church Establishment Affidavit, is because an Affidavit is the highest form of evidence a person can bring forth into a Federal courtroom. This allows your ministry to prove to the court,without a reasonable doubt, the distinct legal existence of your Church, its MANDATORY tax exemption jurisdiction under the law of 26 USC 508(c)(1)(a), creates a record that is signed under the penalties of perjury by multiple Church members and declares that your Church even adopts the IRS’s own 14 point standard to even be legally recognized as a Church! Its creation and use also allows the Church to create a legal and jurisdictional separation of responsibilities between the role of the Church itself and the isolated and incorporated office of the Corporation Sole (which the latter is under 501c3’s jurisdiction).

Click to go directly to code.
Click to go directly to code.

Should the IRS target a church which is a legal entity, such as a corporation sole church, for some reason, the church will have to first go through the agency process, perhaps a hearing. The IRS Code § 7611 covers church tax inquiries and examinations. § 7611 says:

  1. IRS personnel must observe the restrictions imposed by IRC § 7611 in any inquiry or examination of a church. Such inquiry or examination must be limited to determining whether:
  2. The organization is exempt from tax under IRC § 501(a),
  3. The organization is a church under IRC §§ 509(a)(1) and 170(b)(1)(A)(i),
  4. The church is carrying on an unrelated trade or business as defined in IRC § 513,
  5. The church is otherwise engaged in activities subject to federal tax, or
  6. The church has engaged in an excess benefit transaction (See procedures in IRM 7.27.30.8).
  7. The term “church” includes
  8. Any organization claiming to be a church. However, see ,IRM 4.76.7.4.2(4), and
  9. Any convention or association of churches.

Should the IRS begin an inquiry and examination of a corporation sole church, or any other church which is a legal entity, they must abide by § 7611. Should the church lose in the agency process, she can appeal to Federal Court. Affidavits are not acceptable evidence in many agency and court proceedings. Generally, the adversary has the right to cross-examination. If a trial is required, affidavits will not be accepted. Witness evidence under oath and subject to cross-examination is the highest form of evidence and witness evidence will be required. Even should a church corporation sole be supported by affidavit, an affidavit is not subject to cross-examination and the IRS can subpoena the signers of the affidavit and place them under cross-examination. Since the signers have already displayed their ignorance by falling for the corporation sole scheme, they most assuredly would not look good under cross-examination by an experienced and studied government attorney. The IRS can also bring in other witnesses. See § 7611 for the areas the IRS can inquire into.

2. Analysis of section 1, “THE JURISDICTIONAL DISTINCTION AND DIFFERENCES BETWEEN THE LAWS OF 508C1A AND 501C3 IN THEIR RELATIONSHIP TO A CHURCH ESTABLISHMENT AFFIDAVIT”

This section is like the writing on this entire website, a disgrace in the eyes of man and God. It is similar to a written Frankenstein in that its author, Joshua Kenny-Greenwood, grabs quotes from all kinds of sources, out of contest, puts them together in a chaotic mess, adds hyperbole and falsehoods and presents it to the world as though he has created something beautiful. He is either a brilliant con man or an unknowledgeable person who does not have the requisite skills to understand what he is doing. The sad thing is, apparently, some pastors and churches fall for his scheme.

In order to better understand everything, let’s first discuss the IRS’s Jurisdiction over both 508c1a and 501c3. You’ll begin to see WHY creating your Church with a Church Establishment Affidavit and then organizing its finances through a subsequent Corporation Sole is the only viable way to creating a Church here in America.

I cover this in other parts of this booklet and in what follows below. Refer, for example, to the section “5. Analysis of Alleged Benefit # 4” of Chapter 2 of this booklet (Analysis of “Benefits of the Corporation Sole Compared to a Traditional 501c3 Church”).

First lets look at the law of 508c1a and what entities it has jurisdiction over:

26 USC 508(c)(1)(a) gives MANDATORY Tax Exemption to Churches without any pre-conditions (Unlike 501c3’s stipulations of barring religious organizations from all political activity).

Therefor, 508c1a has Jurisdiction over: Churches, their integrated auxiliaries, and conventions or associations of churches and any organization which is not a private foundation and the gross receipts of which in each taxable year are normally not more than $5,000.

A Church organized with the use of a Statutory Declaration Affidavit is underneath the jurisdiction of 508c1a.

While 501c3 only has Jurisdiction over: Corporations, Certain Trusts, Community Chests, Funds and Foundations. Source, Cornell Law University. You notice that the word CHURCH is completely absent from this list? Thats because Churches are NOT subject 501c3 rules, they are only mentioned in under the jurisdiction of 508c1a. It is generally misunderstood by most law professors that Churches are generally always under the classification of 501c3. This is a misconception because nearly 99% of all Churches are fully incorporated (thus fall under the Corporate designation of 501c3). Since a Church being formed through an affidavit and being declared under 508(c)(1)(a) is neither considered a Corporation, community chest, religious trust, fund or foundation, the same designation of a Church generally being under 501c3 DOES NOT APPLY.

Now, unlike 508c1a that gives the Church mandatory tax exemption, 501c3’s tax exemption status is only guaranteed if the religious organization meets the conditions set forth in 501c3.

These Restrictions for Churches Include: 

Click the above to read
Click the above to read “1,000 Pastors who pledge to defy IRS and preach politics from pulpit ahead of election misunderstand the law and the hierarchy of law.”

The government has jurisdiction over incorporated churches (including corporation sole churches). The same rules are applied by the IRS to both 501c3 and 508 churches. I have covered this in Church Internal Revenue Code § 508 Tax Exempt Status. You can go directly to the article, of course, by left clicking the link in the last sentence. The IRS makes clear that the 508 church is subject to the same rules as the 501c3 church. Some 501c3 churches are publically proclaiming that they are breaking the rules of 501c3 and the IRS usually has not taken action against them. I wish the IRS had the resources to confront all 501c3 and 508 churches who break the rules. Why? Because all churches who are legal entities such as incorporated churches (including non-profit corporation sole churches) and all 501c3 and 508 churches grieve our Lord by operating under man’s laws rather than under God’s law. I covered the activities of the “Pulpit Initiative” churches several years ago in the article 1,000 Pastors who pledge to defy IRS and preach politics from pulpit ahead of election misunderstand the law and the hierarchy of law. That article will serve as my further comments here.

To disprove skeptics that would claim otherwise, let me prove to you that a Corporation Sole is immune to this 501c3 requirement. Please allow me present to you an active Oregon State Law § 65.067 (1) which states,

1.) Any individual may, in conformity with the constitution, canons, rules, regulations and disciplines of any church or religious denomination, form a corporation hereunder to be a corporation sole. Such corporation shall be a form of religious corporation and will differ from other such corporations organized hereunder only in that it shall have no board of directors, need not have officers and shall be managed by a single director who shall be the individual constituting the corporation and its incorporator or the successor of the incorporator.

All other religious organizations, religious trusts, community chests funds and foundations are subjected to this IRS rule and are legally required to have a board.

Oregon Revised Statutes Section 65.067. Click the above image to go directly to statute.
Oregon Revised Statutes Section 65.067. Click the above image to go directly to statute.

He says an active Oregon State Law § 65.067 (1) law, but quotes the 2011, as opposed to the 2013 amended law. Notice that the law he quotes does not require a Church Establishment Affidavit. Then, he adds his own statement: “All other religious organizations, religious trusts, community chests funds and foundations are subjected to this IRS rule and are legally required to have a board.” That does not prove that the corporation sole is immune to the  501c3 requirement. 501c3 has no such rule which requires any church to have a board. The Oregon Non-Profit Corporation Law can be accessed at the following link: 2013 Oregon Revised Statutes, Oregon Non-profit Corporation Law, Volume 2 Business Organizations, Commercial Code § 65.067. Read it for yourself. You will see that Joshua Kenny-Greenwood is wrong (to be kind).

Greenwood continues:

#2. No substantial part of the activities of which is carrying on propaganda and which does not participate in, or intervene in (including the publishing or distributing of statements), any political campaign on behalf of (or in opposition to) any candidate for public office:

This absolutely satanic law means your incorporated Church or religious trust CANNOT engage in or influence any aspect of public policy for any reason whatsoever. Completely defeating the intent of the Church achieving its purpose of fulfilling Romans 8:20-21.

This is why the Church Establishment Affidavit is so important. Only Corporations (that means ANY incorporated Church or religious organization), Trusts (that means ANY form of a religious trust), community chests, funds and/or foundations are under the jurisdiction of 501c3. Since the Statutory Declaration is neither one of things listed above, it is completely immune to 501c3 and is allows your Church to be under the law of 508c1a. Without this jurisdictional distinction between the Church itself (created under the affidavit) and the office of the Corporation Sole (which is incorporated as a 501c3 for banking purposes) then it would be impossible under current US law to organize a ministry using any other method without the Church itself fully coming under the law of 501c3.

As has been shown and as is obvious from the law relied upon by the promoters of the church corporation sole, the corporation sole is a corporation provided for by state law. As such, it is subject to the rules that come with 501(c)(3) when it in any way appeals to either 501(c)(3) or 508. One cannot simply override reality by concocted rhetoric as the writings of Church Freedom and the Corporation Sole website purport to do.

3. Analysis of “WHY OUR CHURCH ESTABLISHMENT AFFIDAVIT IS SO IMPORTANT TO CHURCHES”

We should note that the Church Establishment Affidavit we’ve created here at The Empowerment Center was crafted in such a manner that it accomplishes the following:

  1. It lawfully fulfills ALL 14 Points both the IRS and courts require Churches to have in order to be legally recognized as a Church by the Federal Government.
  2. It distinctly declares the difference between the Church itself and isolated Office of the Corporation Sole (including the different responsibilities of each office).
  3. It uniquely declares your Corporation Sole’s intended future Successor and it defines who fulfills the role of its Secretary.
  4. It allows for two additional witness Church members to declare and affirm the existence of this said Church/Ministry.
  5. It declares its recognition of being under the law of 508c1a.
  6. It declares that it does NOT find it advantageous to seek official recognition from the IRS for the Churches tax exemption status and rejects the IRS’s form 1023.
  7. It removes all doubts and puts an end to any conflicting decision regarding your Churches existence.
  8. The Bank will use it to validate the role of the Successor in the event of the Corporation Sole’s demise and or resignation.

My comments. I have already covered everything of importance here in other portions of the booklet, but I will add a few comments here. Notice that the Affidavit defines the church according to IRS criteria, not Bible doctrine, so that the IRS will recognize the religious organization as being a church. In other parts of the website, the Empowerment Center recognizes that corporation sole status makes the church a legal entity, not a spiritual New Testament entity only. Hence, the corporation sole church obviously violates Bible principles for New Testament church organization.  All church members of a New Testament church will affirm the existence of the New Testament church. In fact, the Lord Jesus Christ will affirm the existence of the New Testament Church; He will be pleased with the New Testament church. His precepts show that the corporation sole church is a religious organization, not a New Testament church and that He is grieved when a church organizes as any kind of corporation, including a corporation sole. The corporation sole status removes any doubts that the church is a worldly religious organization, not a New Testament church. When a church claims 508 status, that church does not fill out IRS form 1023. The 508 church is subject, as explained elsewhere, to the same rules and the 501(c)(3). In other words, the 508 church is under the authority of the Internal Revenue Service as to the rules which come with 501(c)(3) status.

 4. Analysis of “DOES THE GOVERNMENT OR IRS REALLY WANT THIS FIGHT?”

The Corporation Sole Scheme chains a church to the government, then she invites a fight with the government.
The Corporation Sole Scheme chains a church to the government, then she invites a fight with the government.

Prior to our Church writing the Book and setting the record straight on the Corporation Sole, no one had ever thought to use an unincorporated Church Affidavit to both manifest the Church but also outline the jurisdictional distinction between the Church itself and the isolated office of the Corporation Sole. Then use the Church that is under the law of 26 USC 508(c)(1)(a) and NOT the 501c3 Corporation Sole to conduct operations that could influence public policy.

No wonder no one had thought to do so. Obviously, the Lord Jesus Christ did not have Joshua Kenny-Greenwood around to help him build his church. The Lord established a reasonable order for His churches, not  a chaotic order such as that proposed by Kenny-Greenwood. The Lord inspired the Apostle Paul as he, under the inspiration of God, laid out the ordered doctrine of the New Testament church. No wonder no one else thought of Kenny-Greenwood’s sham. It is so riddled with legal and spiritual error that only one with a fertile imagination and knowledge of neither relevant Bible principles nor law would have implemented it had they thought of it.

There is an argument to be made that a Church can perform and operate in this manner and not become subjected to 501c3 political restrictions (since the affidavit clearly outlines the different jurisdictions). In fact, it would be the only argument the Church could legally make since every other method a Church uses to incorporate or manage its finances places it underneath 501c3’s jurisdiction.

This method also, as I have explained over and over in this booklet, places the corporation sole church of Joshua Kenny-Greenwood under the rules of 501c3. Furthermore, he again concedes that the corporation sole church is a legal entity (a non-profit corporation) since only a legal entity can be taken to court. Since she can be taken to court, the state (through the court) is her authority. She is bound to abide by the decision of her authority, the court.

We understand that this puts us in a position where there is no prior legal precedence for this type of legal claim. That is good for several reasons:

If the IRS really wanted that fight and wanted to disprove that the said Church in this claim (Lets use our Church, The Empowerment Center, as an example) is in fact NOT a Church, they are going to need to be able to disprove our affidavit (which is vital to our argument that our Church is indeed a Church) is false. They would have several problems in this area. First, they would need to prove that everyone on the affidavit was lying (and thus committed the penalties of perjury). This would be especially difficult since it is VERY difficult for any Judge or IRS official to have the proper regulatory authority to even legally define a Church (one might even say to legally define a Church is unconstitutional in and of itself)! Now, the IRS has in place what they consider a 14 point test to see whether or not a Church is a legitimate Church. The principles of this test are used by the IRS and courts to determine if a Church is just that, a Church. Never mind that in the very same report the authors make the very wise statement that we will HEAVILY be using in any defense,

“‘Given the variety of religious practice, the determination of what constitutes a church is inherently unquantifiable. Attempts to use a dogmatic numerical approach might unconstitutionally favor established churches at the expense of newer, less traditional institutions.” – IRS 14 point rule guide.’

I have already covered the evidence needed in federal court above. Your church members could testify that the church meets the 14 IRS criteria. That is not the problem. They would hold your church to be a church. I know that the Lord Jesus Christ in His word proves that an Empowerment Center church is not a New Testament church. The problem is that your church is under and recognizes the authority of the state to decide questions brought to them. You have a hybrid church, with two heads – er, maybe only one head, the state. After all, you have defined your church according to the IRS rule book, not God’s rule book.

Here at The Empowerment Center and ChurchFreedom.org, we recognized this opening and took all 14 points to the IRS’s own preferences and applied them within the framework of our affidavit. Its important that we did this, as this should be enough to satisfy their very own discrepancies since a minimum of 4-5 people are coming together and attesting to these facts under the penalty of perjury, facts that any lawful Church could easily prove. This leaves only the isolated Corporation Sole as the lone bearer of the 501c3 status and not the Church itself. This means the Corporation Sole (which is the only entity underneath 501c3’s jurisdiction) needs to be the sole party responsible for any alleged violations to the 501c3 principle (which again, should only be limited to the 501c3 Corporate Sole and NOT the 508c1a Church). In addition, we would also take a play from the Alliance Defending Freedom’s Pulpit Freedom Sundays playbook as well and argue a secondary point that in their words,

“‘For instance, if a church loses its tax-exempt status for the pastor speaking from the pulpit, there is an argument to be made that because the church is automatically exempt under section 508(c)(1) (A) of the Internal Revenue Code, the tax-exempt status is only lost for the day the sermon was preached, and any contributions made at other times would still be deductible. It is important to note that this argument has not been tested and taxpayers should seek professional advice before claiming any such deduction for itemization.” –From, Pulpit Freedom Sunday and The Alliance Defending Freedom

Here, as in many other places, Joshua Kenny-Greenwood contradicts himself. Read it and figure it out for yourself. Kenny-Greenwood’s writings on this website are so ill-conceived and crazy that reading them leaves a knowledgeable believer who understands these matters with a spiritual headache. I would not continue this booklet if not for the Lord’s admonitions to his children to stand for truth, to fight the spiritual warfare that He has called us to fight. As to the quote from the ADF Pulpit Freedom Sunday’s, I again refer the reader to the article 1,000 Pastors who pledge to defy IRS and preach politics from pulpit ahead of election misunderstand the law and the hierarchy of law.

The argument he then refers to is ridiculous in light of the truths I have presented in this booklet. The argument is for the person who is denied the tax deduction for gifts to a church and not for the church and the church corporation (corporation sole in this instance). Remember what Joshua Kenny-Greenwood wrote in

Benefit #8 – TAX DEDUCTIBLE CONTRIBUTIONS: A Church that has a Corporation Sole CAN receive tax deductible contributions from any member that gives a gift. The Corporation Sole is also immune from being required by law to give the donor a receipt acknowledging their gift! In this case, it is the responsibility of the donor to keep their records and NOT the Church or Corporation Sole. If your Church chooses to do so, it may voluntarily and freely (out of the kindness of its heart) give the donor a receipt acknowledging their contribution or donation.

He did not seem to be concerned about the giver when he wrote Benefit #8. I analyzed Alleged Benefit # 8 in Chapter 2: Analysis of “Benefits of the Corporation Sole Compared to a Traditional 501c3. Furthermore, the corporation sole church has no reason not to give an acknowledgement. It, as has been explained in this booklet several times, is a 508 church which is required to abide by the rules of 501c3.

Making such bold argument(s) for legitimate Churches could potentially set a VERY REAL and VERY SERIOUS precedence if the Federal Government failed to make their case to a Judge or Jury. If they challenge our argument that Churches operating under the law of 26 USC 508(c)(1)(a), not the Churches subsequent and isolated Corporation Sole, can influence politics, have the Church body vote for or against political candidates, have the Church lobby congress or have the Church distribute political propaganda on behalf or against any political candidate for office (once again, the Church and NOT the 501c3 isolated Corporation Sole) and they lose, then they will potentially open the door WIDE OPEN for EVERY SINGLE CHURCH IN AMERICA to RUN to get their Corporation Sole and be FREE from the political restrictions that have plagued our Nations Churches. If they win such an argument, by the time they win we would have already freely given away our Corporation Sole support to TENS OF THOUSANDS of CHURCHES that already HATE 501c3 with a passion and are already bold enough to speak unfiltered truth behind the pulpit. This could mean EXTREME backlash from potentially millions of registered voters from members of those congregations (many of whom are EXTREMELY influential Christian business men and politicians themselves) that we’ve been training Pastors in how to lead in influencing intended Christian reforms. To make enemies with the Church as well in a political season such as this with the IRS already embroiled in scandal after scandal (from Lois Lerner lying to Congress to the IRS ‘accidentally’ destroying all hard drive evidence) or a Justice Department that fails to enforce current laws or investigate any Government agency of any wrongdoing, it would leave a VERY bad taste in the mouth of Christian voters in these Churches and would propel us to the National Spotlight (which is EXACTLY what we want, so we can make our case to Christians everywhere). It would also be extremely unwise timing as they would have underestimated the Jury’s potential disdain for the Government and their routine MANY failures, coverups and current violations to oaths of office perceived by the American public by officials in the Federal Government (this is in addition to the fact, that we will call upon the several hundred eye witnesses and VERY Charismatic Pastors that will first hand testify that we’re a Church). Any one person being on that Jury that is either a Republican or Christian WILL side with us. This would give the Church a HUGE edge in court. Either way, wisdom would see that such a challenge (if ever) given by the Government based on these merits would end up being a lose/lose situation for them.

Church Freedom and the Corporation Sole has already lost because your scheme is not according to the Bible and not according to the law. Your incorporated 508 church is subject to the rules of 501c3. That has already been covered in this booket. Since the IRS does not have the resources to deal with every state church who is violating the rules of 501c3, they are not enforcing the law. You are grieving the Lord by organizing a state church (a legal entity). You did not have to so organize, but you did. You then try to twist the law to conform to your vision. The main thing is that your authority is the state. If the IRS wishes to take your church(es) to court for alleged violations of the rules that come with 501(c)(3), they can. They have authority over you. Christ does not wish His authority over His churches to be shared with anyone. Old Paths Baptist Church Separation of Church and State Law Ministry helps churches remain under God only. We can do this because we correctly understand Bible principle and law.

This is WHY we do whatever it takes to freely give our support to as many qualified approved Churches in the shortest time as humanly possible. Officials should know and understand that while other unscrupulous Corporation Sole peddlers have fallen to greed and tried to sell the Corporation Sole away as a mere tax shelter, we have not. We ABSOLUTELY NEVER give our support to individuals or entities looking to create a tax shelter. If a person cannot get at least 4 living people over the age of 21 that are willing to sign an affidavit under the penalties of perjury that they are a bona fide Church that lives up to the IRS’s own 14 point test, then we deny their application immediately. We’ve denied more applications than anyone knows with individuals trying to offer us everything you can think of for access to our support and we’ve denied ALL OF THEIR ATTEMPTS. If we even remotely smell someone coming that gives us the impression that they are either an individual trying to evade lawful taxes owed or an undercover informant trying to entrap us with promises of money, power or prestige for giving them our ministry and Corporation Sole support, we not only deny their application but we also permanently prohibit their access to our website by blocking their unique IP address. We ONLY work with legitimate BONA FIDE Churches.

Church Freedom and the Corporation Sole needs to study these matters out and trash their ill-conceived ideas and schemes. They are not according to knowledge, as this booklet has made perfectly clear.

16This is why we need your help to spread the word about ChurchFreedom.org! We want to freely help support EVERY SINGLE Christian Church here in America. With your help, we’ve been able to directly support over 2,000 new Christian Churches this year alone. With your help, we can help FREE America’s Churches from 501c3 entirely.

If Church Freedom and the Corporation Sole loves the Lord, then they need to study, grow in knowledge, understanding, and wisdom and repent. They need to contact all the churches they have helped, ask forgiveness, let them know the truth, and encourage them to trash their Affidavits, dissolve their corporations and organize according to Bible principles.

Chapter 2: Analysis of “Benefits of the Corporation Sole Compared to a Traditional 501c3 Church”

This is the webpage being analyzed. Click the above image to go to the "Church Freedom and the Corporation Sole" website
This is the webpage being analyzed. Click the above image to go to the “Church Freedom and the Corporation Sole” website

Contents of this booklet (left click link to go to entry):

Introduction

Chapter 1: Legal Entity Status and the Corporation Sole
Chapter 2: Analysis of “Benefits of the Corporation Sole Compared to a Traditional 501c3 Church” (Below)
Chapter 3: Analysis of “Church Establishment Affidavit”

Conclusion

Appendix A: What is a Corporation Sole?
Appendix B: Corporation Sole and Internal Revenue Code §§ 501(c)(3) and 508

Related articles:

Jerald Finney
Copyright © February 2, 2015

For understanding, please read the Introduction and Chapter 1: Legal Entity Status and the Corporation Sole before studying this chapter.

This chapter will analyze the Benefits of the Corporation Sole Compared to a Traditional 501c3 Church webpage.

Quotations from the webpage Benefits of the Corporation Sole Compared to a Traditional 501c3 Church will be in red.

The analysis will be in the following order:

1. Analysis of the first sentence and the first paragraph
2. Analysis of Alleged Benefit # 1 – IT BRINGS RELIGIOUS FREEDOM OF SPEECH BACK TO THE CHURCH!
3. Analysis of Alleged Benefit #2 – Local Cities and Governments Can No Longer Impose Permits, Fines and Penalties to Churches for Helping Feed the Homeless
4. Analysis of Alleged Benefit # 3 – A Corporation Sole Requires NO BOARD OF TRUSTEE’S
5. Analysis of Alleged Benefit #4 – The Church Is Now MANDATORILY EXEMPTED From Both Taxation and Being Required to File Annual Information Return to the IRS
6. Analysis of Alleged Benefit #5 – NO BY-LAWS OR CHURCH CORPORATE CHARTER
7. Analysis of Alleged Benefit #6 – A CORPORATION SOLE CAN ISSUE PROMISSORY NOTES
8. Analysis of Alleged Benefit #7 – STATE TAX EXEMPTIONS
9. Analysis of Alleged Benefit #8 – TAX DEDUCTIBLE CONTRIBUTIONS
10. Analysis of Alleged Benefit #9 – TITLE TO REAL PROPERTY
11. Analysis of Alleged Benefit #10 – CLEAR LINE OF SUCCESSION
12. Analysis of Alleged Benefit #11 – DOES NOT REQUIRE AN ATTORNEY
13. Analysis of Alleged Benefit #12 – THE CORPORATION SOLE ACTS AS A NATURAL PERSON

1. Analysis of the first sentence and the first paragraph

The first sentence of Benefits of the Corporation Sole Compared to a Traditional 501c3 Church states:

The benefits of the Corporation Sole are near limitless compared to every other form of a Church legally organizing itself.”

That sentence is revealing in so many ways to the knowledgeable believer. As one goes through this analysis, he will discover whether the language declaring the benefits to be limitless is accurate or false hyperbole.

First, that sentence is a clear recognition that the corporation sole organization is a legal entity which also organizes a church legally (makes the church a legal entity). As explained in the Introduction, a New Testament church cannot also be a church which is organized legally because this places the church under the authority of a head other than the Lord Jesus Christ; the legal entity status of the church makes the church a creature of the state. See also, Chapter 1: Legal Entity Status and the Corporation Sole for definition and implications of “legal entity.”

The New Testament teaches that, in order to be in God’s will, a church is to be a spiritual organism under God only; that Jesus Christ is to be her only head; that God is the highest power; and that we are to obey God rather than man when man’s law contradicts God’s law. All this is covered in some detail in The biblical doctrine of government, The biblical doctrine of the church, and The biblical doctrine of separation of church and state. Those who already agree with the Bible on this may wish to go directly to Separation of Church and State to get a quick review of what a church incorporation is. (See Incorporation of churches). Remember that the analysis of church incorporation, for the most part, can also be applied to the corporation sole church: the few differences will be obvious and both Oregon Non-Profit Corporation Law and the article being analyzed here make clear the differences.

Further down in the article, the author quotes the 2011 Oregon Revised Statutes, Oregon Non-profit Corporation Law, Volume 2 Business Organizations, Commercial Code § 65.067(1):

The statute that establishes the corporation sole church as a legal entity.
The statute that establishes the corporation sole church as a legal entity.

“Such corporation shall be a form of religious corporation and will differ from other such corporations organized hereunder only in that it shall have no board of directors, need not have officers and shall be managed by a single director who shall be the individual constituting the corporation and its incorporator or the successor of the incorporator.” – Oregon ORS § 65.067(1)

The article quotes the 2011 statute. Note that in 2013, the law was amended and can be accessed at the following link: 2013 Oregon Revised Statutes, Oregon Non-profit Corporation Law, Volume 2 Business Organizations, Commercial Code § 65.067.

The law itself makes clear that the only difference in the corporation sole and the corporation is that the corporation sole is headed by one man. Perhaps this will be of advantage to the pastor who believes that he should be an earthly dictator of a worldly or legal organization and and not a Bible ordained leader, steward, trustee, overseer, and under shepherd of a New Testament spiritual only church:

“Feed the flock of God which is among you, taking the oversight thereof, not by constraint, but willingly; not for filthy lucre, but of a ready mind; Neither as being lords over God’s heritage, but being ensamples to the flock.  And when the chief Shepherd shall appear, ye shall receive a crown of glory that fadeth not away” (1 Peter 5:2-4).

After that first sentence, the article then states as it leads into alleged “Benefit # 1”:

Let us explain each one of the benefits in great detail so you have a better understanding for how the Corporation Sole can bring legal deliverance to your ministry as a whole.

Supposedly, according to the article, “the Corporation Sole can bring legal deliverance to your ministry as a whole.” Does it really? I thought the Lord Jesus Christ was the deliverer of the church. What about spiritual deliverance under God? How can a legal entity deliver God’s church?—I forgot, he said “deliverance to your ministry as a whole.” [Emphasis mine]. So by violating fundamental Bible principle for church organization “your ministry” can be delivered?

Notice, as you read the alleged benefits, that he gives no understanding under the so-called explanation  as to “how the Corporation Sole can bring legal deliverance to your ministry as a whole.” He just says that it will do so.

2. Analysis of Alleged Benefit # 1

Corporation sole status combines church and state.
Corporation sole status combines church and state.

Then the article gets into the alleged Benefit #1 – IT BRINGS RELIGIOUS FREEDOM OF SPEECH BACK TO THE CHURCH!:  One can go to the article Benefits of the Corporation Sole Compared to a Traditional 501c3 Church on the Church Freedom and the Corporation Sole website to read the alleged benefits. The corporation sole organization is the same as that of any other Oregon non-profit corporation except for very limited matters (see Oregon Revised Statutes, Chapter 2, Non-Profit Corporations.). Notice under that there is no explanation of “how” on the webpage, thus leaving several questions unanswered:

(1) How can the corporation sole bring religious freedom of speech back to the church since the corporate sole organization is to comply with all but a very few requirements of the extensive Oregon non-corporation law?
(2) How can the corporation sole bring religious freedom of speech back to the church since the corporate sole non-profit corporation renders the church a legal entity just as does any other non-profit corporate state law organization?
(3) In short, how can the corporation sole bring religious freedom of speech back to the church while at the same time putting the church under the state? (See Chapter 1: Legal Entity Status and the Corporation Sole), whereas a church which is not under state authority has all her First Amendment rights including freedom of speech.

The answer to all three questions is that the corporation sole cannot bring religious freedom of speech back to the church. It cannot do so because it takes religious freedom from a church.

Benefit number 1 is an impossibility. Nonetheless, the website, in the article, Church Establishment Affidavit, gives a ridiculous answer as to how the Corporate Sole form brings religious freedom of speech back to the church. That article states:

The reason we emphasis that a Church must first be organized through an Church Establishment Affidavit, is because an Affidavit is the highest form of evidence a person can bring forth into a Federal courtroom. This allows your ministry to prove to the court, without a reasonable doubt, the distinct legal existence of your Church, its MANDATORY tax exemption jurisdiction under the law of 26 USC 508(c)(1)(a), creates a record that is signed under the penalties of perjury by multiple Church members and declares that your Church even adopts the IRS’s own 14 point standard to even be legally recognized as a Church! Its creation and use also allows the Church to create a legal and jurisdictional separation of responsibilities between the role of the Church itself and the isolated and incorporated office of the Corporation Sole (which the latter is under 501c3’s jurisdiction).”

As a sidenote, an Affidavit is not the highest form of evidence a person can bring forth into any courtroom (not just a Federal courtroom) in America. Live testimony is the highest form of evidence since it is subject to cross-examination and is judged by the trier of fact (the judge or the jury, as the case may be) as to its veracity. An affidavit is not acceptable evidence in a trial; only live testimony of a fact witness will be heard since the opposing side has the right to cross-examination, and it is impossible to cross-examine an affidavit. Disputes brought under the contracts created by incorporation, including corporation sole, will be heard in a courtroom in the state of incorporation.

Church Establishment Affidavit then continues with an “explanation” which is not an explanation at all, but a pure exercise in postmodernism. It is so ridiculous to the knowledgeable reader that it, as does the entirety of the website, completely discredits the “Church Freedom and the Corporation Sole” organization.

The above quoted paragraph from Church Establishment Affidavit, has many flaws, some repeated and addressed already in this analysis. The church establishes herself as a legal entity by legally executing the paperwork which created the contract between the church and the state of Oregon, the contract between the members of the church and the church, the contracts between the members themselves, and the contracts between the members and the state (See Separation of Church and State/God’s Churches: Spiritual or Legal Entities or Section VI of God Betrayed for an explanation of the law which makes this clear.).  Furthermore, any church, no matter how organized, may claim 26 USC 508(c)(1)(a) tax exemption even though a New Testament church gives up her New Testament spiritual only status when she does so; the paragraph above from Church Establishment Affidavit does not explain that church 508 status brings the church under the rules that come with 501(c)(3). This is explained in detail in the article  Church Internal Revenue Code § 508 Tax Exempt Status (Click link to go directly to that article.).

The creation and use of a corporation sole does not allow “the Church to create a legal and jurisdictional separation of responsibilities between the role of the Church itself and the isolated and incorporated office of the Corporation Sole.”

One church member handles all the corporate responsibilities of the corporation sole: the pastor, not several officers as in the case of other non-profit corporations which are created by the same law as the corporation sole. Remember that the corporation sole law is just part of the Oregon Non-Profit Corporation Statute. Remember Oregon Revised Statutes, Oregon Non-profit Corporation Law, Volume 2 Business Organizations, Commercial Code § 65.067(1), 2013 which reads, in relevant part:

“(1) An individual may, in conformity with the constitution, canons, rules, regulations and disciplines of a church or religious denomination, form a corporation under this section to be a corporation sole. The corporation sole is a form of religious corporation and differs from other religious corporations organized under this chapter only in that the corporation sole does not have a board of directors, does not need to have officers and is managed by a single director who is the individual who constitutes the corporation and is the corporation sole’s incorporator or the successor of the incorporator….”

Again, the church, as a legal entity, a non-profit corporation, created by the corporation sole law, is represented by one officer instead of several officers.

Go back and study Introduction and Chapter 1: Legal Entity Status and the Corporation Sole for clarification.

Furthermore, is one to believe that he can pick and choose the manners in which he is to violate God’s precepts? Is it OK with God for a church to submit herself to the state through non-profit corporation sole status, and then supposedly remove her submission to the state and submit herself to God by concocting, without understanding, a scheme which only purports to retain complete freedom when fact clearly shows that that corporation sole law which established the church as a legal entity gives the state who created her certain controls over her? Does the church want to retain their givers who give only if they get a tax deduction (not because they love the Lord) by falsely propping up this worthless scheme? Does a person lose their tax deduction for giving to a church who is totally under God as opposed to a church who is a non-profit corporation (which includes the corporation sole church)? Separation of Church and State/God’s Churches: Spiritual or Legal Entities and Section VI of God Betrayed explain these tax matters in some detail, including what the Internal Revenue Code says about the deductions.

All churches can help the homeless.
All churches can help the homeless.

3. Analysis of Alleged Benefit # 2

Now, let us examine supposed Benefit #2 – Local Cities and Governments Can No Longer Impose Permits, Fines and Penalties to Churches for Helping Feed the Homeless.

Again, this is so disjointed and full of false statements that it is very difficult to analyze. Of course, everyone knows that people will be moved when one alleges, against the truth, that his scheme will allow a church to help the homeless, an opportunity to gain sympathy for the deception.

Lately, local City Governments across America have been treating traditional 501c3 incorporated Churches that feed the homeless no differently than any other corporate entity and have begun imposing sham taxes upon them in the form permits, fines and levies. The City Governments are able to accomplish this because of a little known Supreme Court ruling called Hale v. Henkle (1906) in which then US Supreme Court Chief Justice Melville Fuller stated that ALL incorporations (including incorporated Churches) are all considered to be, ‘Creatures of the State’.

The corporation sole is a non-profit corporation under the law of the state of Oregon (in this case). Therefore, corporation sole organization will have no effect on the ability of the church to do these type of good deeds without meeting the requirements of law. (See Chapter 1: Legal Entity Status and the Corporation Sole. See the index of God Betrayed for Hale v. Hinkle.) As the article states, “ALL incorporations (including incorporated Churches) are all considered to be, ‘Creatures of the State’.” The corporation sole church is an incorporated church and a “creature of the state.” (Ibid.).

In the 1980’s the church I was saved in and a member of went downtown and fed the homeless for several years. The city tried to stop us by citing the pastor. The church was not incorporated as a non-profit corporation. Yet, after citing the pastor 80 or 100 times, the case finally went to trial and justice prevailed. The same result would have occurred had the church been a legal entity or not. The church was not charged with a crime, the pastor (who was leading the effort) was charged.

The article continues:

Once a Church incorporates under 501c3, it instantly looses its Mandatory Tax Exemption status under the law of 26 U.S.C. 508(c)(1)(a) and opens itself to needless legal attack. Only a Church that has been properly established through both a Statutory Declaration Affidavit and a Corporation Sole are completely immune to these types of restrictions and impose taxes. The Church reformed with a Corporation Sole is now able to be completely immune from these type of penalties because it is no longer incorporated (nor considered a creature of the state) and is under the better law of 508(c)(1)(a) instead of 501c3. A Church that is under 508(c)(1)(a) is completely immune to ALL forms of state imposed taxation (this includes City permits to feed the homeless). Without a Corporation Sole, Churches across America are wide open to needlessly imposed taxes that they never had to experience in the first place!

A church is not incorporated under 501c3. A corporation sole church is incorporated under state law, in this case Oregon Non-profit Corporation law. A church who applies for 501(c)(3) under federal law does not lose her 508(c)(1)(a) status. No church has 508(c)(1)(a) status unless she claims it; there are several ways in which churches can do this. By claiming 508 status, a church gives up her First Amendment only status. She does this by putting herself under a law as opposed to under the First Amendment. The First Amendment says, in relevant part: “Congress shall make no law respecting an establishment of religion or preventing the free exercise thereof.” 508 is a federal law respecting an establishment of religion and which prevents the free excercise thereof. When a church claims 508 status, she has put herself under a federal law, thereby revoking her First Amendment non-taxable status.

Applying for 501c3 tax exempt status and claiming 508 automatic exemption status affect the church in the same manner. Again, this is explained in the article Church Internal Revenue Code § 508 Tax Exempt Status.

The statement “The Church reformed with a Corporation Sole is now able to be completely immune from these type of penalties because it is no longer incorporated (nor considered a creature of the state) and is under the better law of 508(c)(1)(a) instead of 501c3” is utterly ridiculous, at best. Of course it is still incorporated and a creature of the state. The church applied to the state for non-profit corporation sole status as controlled by state law. And, as explained in preceding paragraphs and the linked to article, the 508 church must meet the same requirements as the 501c3 church in order to maintain her tax status.

4. Analysis of Alleged Benefit # 3

One Man Board of Directors.
One Man Board of Directors.

Examination of Benefit #3 – A Corporation Sole Requires NO BOARD OF TRUSTEE’S:

Under the law of 501c3, the law states, “no part of the net earnings of which inures to the benefit of any private shareholder or individual” it is specifically due to this clause that EVERY Church in America organized under 501c3 has a polity body (aka a Board of Trustee’s, Board of Directors, Board of Elders and etc). The Corporation Sole is the ONLY EXCEPTION TO THIS RULE. In fact, States like Oregon fully recognize this difference and include it in their state law:

“Such corporation shall be a form of religious corporation and will differ from other such corporations organized hereunder only in that it shall have no board of directors, need not have officers and shall be managed by a single director who shall be the individual constituting the corporation and its incorporator or the successor of the incorporator.” – Oregon ORS § 65.067(1)

Of course, the phrase relied upon in the statute, “no part of the net earnings of which inures to the benefit of any private shareholder or individual” has nothing to do with establishing a “polity body (aka a Board of Trustee’s, Board of Directors, Board of Elders and etc.”) in a corporation. The corporation statute of the state of incorporation establishes a corporate “polity body” of corporations created thereunder.  501c3 was not enacted until 1954. The law of incorporation came long before that and provided for a Board of Trustee’s, Board of Directors, Board of Elders and etc. The Corporation Sole also has a long history, as pointed out on the website being examined at: The History of the Corporation Sole (I have not examined that article for accuracy, but the Corporation Sole does have a long history.). The clause in 501c3 had and has absolutely nothing to do with the body polity of any corporation including the corporation sole.

This means that a Corporation Sole only has ONE director…the Senior Pastor or Overseer of the Church. Most do not understand how utterly significant this is and why it is such a blessing. You see, most of the headache for Pastors (among other things) is the fact that 501c3 forces Churches to have appropriation committees! It should not take a board to approve whether or not to provide the necessary funds the Church needs to fulfill the Holy Spirit led vision of the Senior Pastor. A Church that has a Corporation Sole does not have to deal with this issue. Now, certain individuals might raise the question, “How can you trust a Pastor with the finances of the Church?” Our reply is simple: The Lord Jesus says in Luke 16:10“Whoever can be trusted with very little can also be trusted with much, and whoever is dishonest with very little will also be dishonest with much.” If you cannot trust your Pastor with $5, then you cannot trust them with $5 million and they do not need to be your Pastor or be a leader within the Body of Christ. For those Pastors that are Spirit led, this benefit of not having to go through a board, is a tremendous victory for the vision the Lord has laid on their heart. It cuts out any possible confusion and manipulation regarding the Churches finances.

There is a correct way to establish the pastor as overseer of God’s money and property, and the correct way is not the establishment of any kind of church corporation including a corporation sole. This is explained in the my writings already cited.

5. Analysis of Alleged Benefit # 4

Alleged “benefit # 4” is so completely dishonest that it grieves not only the Lord, but also this author, to know that believers fall for this con.

P. 24 of IRS Publication 557. Click image above to go directly to the Publication
P. 24 of IRS Publication 557. Click image above to go directly to the Publication

Benefit #4 – The Church Is Now MANDATORILY EXEMPTED From Both Taxation and Being Required to File Annual Information Return to the IRS:

Unlike a traditional 501c3 Church that has filed an IRS Form 1023 seeking their official recognition of their tax exemption status (and is mandatorily required to file their annual informational returns consecutively every three years or face an automatic revocation of their tax exemption status), A Church properly organized through the use of a Statutory Declaration Affidavit and a Corporation Sole are MANDATORILY exempted from BOTH taxation and being required to file their annual information returns. This is due to the Church now being properly established underneath the jurisdiction of two unique federal laws. First is the mandatory tax exemption law of 26 USC 508(c)(1)(a) which states,

“‘(a) New organizations must notify Secretary that they are applying for recognition of section 501(c)(3) status: Except as provided in subsection (c), an organization organized after October 9, 1969, SHALL NOT BE TREATED as an organization described in section 501(c)(3).’

With key emphasis on the writing of the law that states, SHALL NOT BE TREATED as an organization described in section 501(c)(3).

From p. 3 of IRS Pub. 1828. Click image to go directly to publication.
From p. 3 of IRS Pub. 1828. Click image to go directly to publication.

The above gives a portion of the law (IRC § 508, Subsection (a)), and then a few words from that portion of the law which is emphasized in the article by placing it in bold capital letters (“shall not be treated”). The article then gives that portion of the law, out of context, a false meaning. This is clear when the entirety of the relevant law is read. The entire relevant portion of section 508 (sections (a) through(c)) states:

“(a) New organizations must notify Secretary that they are applying for recognition of section 501(c)(3) status
“Except as provided in subsection (c), an organization organized after October 9, 1969, shall not be treated as an organization described in section 501 (c)(3)
“(1) unless it has given notice to the Secretary in such manner as the Secretary may by regulations prescribe, that it is applying for recognition of such status, or
“(2) for any period before the giving of such notice, if such notice is given after the time prescribed by the Secretary by regulations for giving notice under this subsection.
“(b) Presumption that organizations are private foundations
“Except as provided in subsection (c), any organization (including an organization in existence on October 9, 1969) which is described in section 501 (c)(3) and which does not notify the Secretary, at such time and in such manner as the Secretary may by regulations prescribe, that it is not a private foundation shall be presumed to be a private foundation.
“(c) Exceptions
“(1)
 Mandatory exceptions
“Subsections (a) and (b) shall not apply to—
“(A) churches, their integrated auxiliaries, and conventions or associations of churches, or
“(B) any organization which is not a private foundation (as defined in section 509 (a)) and the gross receipts of which in each taxable year are normally not more than $5,000.”

Please notice the blatant dishonesty of the Church Freedom and the Corporation Sole website. They quote only a portion of the law and then take that portion out of context to mean something that it does not mean when taken in context. They leave out (a)(1) and (a)(2), and (c)(1)(A) which when taken together with (a), as they have to be to understand the true meaning. When the relevant sections are all considered, they make clear that churches are excepted from the (a) and (b) notice requirements of other non-church non-profit organizations.

Their ridiculous conclusion – “With key emphasis on the writing of the law that states, SHALL NOT BE TREATED as an organization described in section 501(c)(3)”- is also totally unfounded. Again, for an accurate understanding of 508 status, I urge the student to go to and study Church Internal Revenue Code § 508 Tax Exempt Status.

Subsection (C) is for: churches, their integrated auxiliaries, and conventions or associations of churches. (source: Cornell Law)

This means that the Church is immune to ALL forms of taxation. This includes cities that try to impose an excise tax on Churches for requiring them to obtain permits to feed the homeless and more. There are NO preconditions either (unlike 501c3’s political restrictions and conditions).”

More ridiculous statements.  The quote from Subsection (c) does not mean that the church is immune to ALL forms of taxation. Subsection (c) deals with only the matters within its context. Yes, churches, no matter how organized, do not have to pay sales taxes, excise taxes, and other forms of taxes, but those matters are covered by state laws, not the Internal Revenue Code which is federal law.

1The insanity continues:

The Church is also immune from FILING annual informational returns to the IRS. This is due to the Law of 26 USC 6033(c)(a)(1-3). This Federal law gives the Church and its subsequent Corporation Sole immunity for being required to file annual information returns. The law states,

Except as provided in paragraph (3), every organization exempt from taxation under section 501 (a) shall file an annual return, stating specifically the items of gross income, receipts, and disbursements, and such other information for the purpose of carrying out the internal revenue laws as the Secretary may by forms or regulations prescribe, and shall keep such records, render under oath such statements, make such other returns, and comply with such rules and regulations as the Secretary may from time to time prescribe; except that, in the discretion of the Secretary, any organization described in section 401 (a) may be relieved from stating in its return any information which is reported in returns filed by the employer which established such organization.”  – Source, Cornell Law University

“Parapgraph (3) excludes the following:|

“(3) Exceptions from filing
(A) MANDATORY EXCEPTIONS
Paragraph (1) shall not apply to—
(i) churches, their integrated auxiliaries, and conventions or associations of churches,
(ii) any organization (other than a private foundation, as defined in section 509 (a)) described in subparagraph (C), the gross receipts of which in each taxable year are normally not more than $5,000, or
(iii) the exclusively religious activities of any religious order.

“The church falls underneath the jurisdiction of subsection (i) while the Corporation Sole falls under the jurisdiction of subsection (iii) as it is operating and exclusively acting on the behalf of the religious order that manages the Churches assets.

“These are two ENORMOUS benefits that traditional 501c3 Churches do not get to enjoy.”

I cannot believe what I am reading. First, he gets the nomenclature of the statute wrong. He says 26 USC 6033(c)(a)(1-3) but the correct nomenclature is 26 USC 6033(a)(1-3), no big deal. However what follows in the above is a big deal. 26 USC 6033(a)(3)(i) clearly says that churches are mandatory exceptions to the filing requirement in 26 USC 6033(c)(a)(1). Thus churches, whether incorporated (corporations sole or otherwise) are subject to the same IRC rules and IRS regulations.  “Traditional 501c3 churches” and corporation sole 508 churches do not have to file. Non-incorporated, non-501c3, non-508 churches (First Amendment) churches do not have to file (See Church Internal Revenue Code § 508 Tax Exempt Status for explanation.).

The statement which follows,

The church falls underneath the jurisdiction of subsection (i) while the Corporation Sole falls under the jurisdiction of subsection (iii) as it is operating and exclusively acting on the behalf of the religious order that manages the Churches assets. These are two ENORMOUS benefits that traditional 501c3 Churches do not get to enjoy.”

is nonsensical, facetious, and false. The corporation sole is not a religious order that manages the churches assets. The law makes clear that the corporation sole is a non-profit corporation (a legal entity) and that corporation sole status makes a church a legal entity (Review, e.g., Chapter 1: Legal Entity Status and the Corporation Sole and Appendix A: What is a Corporation Sole for explanation). The above quote is saying that the law by which a church becomes a legal entity non-profit corporation for which the pastor acts as the only officer is magically transformed by the above ridiculous rhetoric. Obviously, the corporation sole church is in the same position as she would be in as any other non-profit corporation church as to these matters and the two alleged “ENORMOUS benefits” that “traditional 501c3 churches” do not get to enjoy are nonexistent.

6. Analysis of Alleged Benefit # 5

Benefit #5 – NO BY-LAWS OR CHURCH CORPORATE CHARTER: Jesus was asked a question in Matthew 22:36-40 which states, “Teacher, which is the greatest commandment in the Law?” Jesus replied: “‘Love the Lord your God with all your heart and with all your soul and with all your mind.’ This is the first and greatest commandment. And the second is like it: ‘Love your neighbor as yourself.’ All the Law and the Prophets hang on these two commandments.”

“‘ALL the Law and the Prophets hang on these two commandments.’ -Yeshua Ha-Mashiach

“ALL other laws that govern the Church that have been made in addition to these two commandments are MAN MADE By-Laws and are NOT from the Holy Spirit. These man-made by-laws do nothing but show us someone else’s personal standard of holiness and serve to do nothing more than bring forth both condemnation and a spirit of religion. In fact, By-laws in there very nature defy the scriptures of both Romans 14:22 and Colossians 2:14-15! We’ve witnessed Churches here at The Empowerment Center that deny membership access to Christians because the husband drove a beer truck to provide income for his family! Not that he was drinking the beer, but simply because he DROVE THE TRUCK. By-Laws have directly influenced Churches across the nation to separate from the fellowship of all Christians and bring forth unnecessary doctrines. Certain denominational by-laws state that you MUST be baptized in water in order to be saved, while others claim that you need to be baptized in the fire of the Holy Spirit and speak in tongues! So, who is right and who is wrong? These By-Laws do NOTHING but create both confusion, disorder, separation and death to the fellowship (1 Timothy 1:4-7 and 2nd Timothy 2:14).

“One of the unique attributes of a Church that is properly established through both a Statutory Declaration of Church Establishment Affidavit and a Corporation Sole is that it requires absolutely no By-Laws whatsoever. In fact, the Statutory Declaration Affidavit we freely provide Church leaders is specifically written in such a manner where it lawfully fulfills ALL 14 points to the IRS’s own requirements to even be considered a Church! There are no additional needless by-laws that cause either separation nor condemnation. The Corporation Sole itself requires no by-laws whatsoever. We’ve took careful consideration to make sure that only the Statutory Declaration itself declares nothing more than the Office of the Corporation Sole’s status and the Corporation Sole’s intended successor and/or secretary’s positions and nothing more. This provides the Church will an unheard of level of freedom that other traditional 501c3 Churches do not presently have.”

The above is inaccurate. The law which the Church Freedom and the Corporation Sole utilizes to help churches organize as corporations sole, Oregon Revised Statutes, Oregon Non-profit Corporation Law, Volume 2 Business Organizations, Commercial Code § 65.067(1), 2013 states:

ORS § 65.067(3). Click the above image to go directly to the law.
ORS § 65.067(3). Click the above image to go directly to the law.

65.067 Corporation sole. (1) An individual may, in conformity with the constitution, canons, rules, regulations and disciplines of a church or religious denomination, form a corporation under this section to be a corporation sole. The corporation sole is a form of religious corporation and differs from other religious corporations organized under this chapter only in that the corporation sole does not have a board of directors, does not need to have officers and is managed by a single director who is the individual who constitutes the corporation and is the corporation sole’s incorporator or the successor of the incorporator.
“(2) The name of the corporation sole is the same as the office within the church or religious denomination that the incorporator holds, followed by the words “and successors, a corporation sole.
“(3) All of the provisions of ORS 65.044 to 65.067 apply to a corporation sole. If the corporation sole has no officers, the director may perform any act that an officer may perform with the same effect and in the same manner as though one or more officers of the corporation sole performed the act.
“(4) If a corporation sole or the individual that constitutes the corporation sole is the only member of a religious corporation, the religious corporation is not required to hold an annual membership meeting under ORS 65.201 if the religious corporation is:
“(a) Incorporated under the provisions of this chapter; and
“(b) Of the same church or religious denomination as the corporation sole. [1989 c.1010 §27; 2013 c.139 §1]” [Bold emphasis which is mine is the portion relevant to this analysis.]

The bold portion of the law cited above makes clear that “All of the provisions of ORS 65.044 to 65.067 apply to a corporation sole.” Those sections are as follows:

65.044       Incorporators
65.047       Articles of incorporation
65.051       Incorporation
65.054       Liability for preincorporation transactions
65.057       Organization of corporation
65.061       Bylaws
65.064       Emergency bylaws and powers
65.067       Corporation sole

ORS § 65.061. Click above image to go directly to the law.
ORS § 65.061. Click above image to go directly to the law.

Section 65.061 which covers Bylaws states:

“(1) The incorporators or board of directors of a corporation, whichever completes the organization of the corporation at its organizational meeting, shall adopt initial bylaws for the corporation.
“(2) The bylaws may contain any provision for managing and regulating the affairs of the corporation that is not inconsistent with law or the articles of incorporation. [1989 c.1010 §25]”

Thus, to put it simply, law which creates the corporation sole clearly states that the corporation sole non-profit corporation “shall adopt initial bylaws for the corporation and that the bylaws may contain any provision for managing and regulating the affairs of the corporation that is not inconsistent with law or the articles of incorporation.”

Thus any church who adopts the corporation sole form of organization and who does not adopt bylaws is in violation of the law. The church violates the law because she becomes a legal entity by voluntarily seeking and obtaining corporation sole status. As a legal entity, she can sue, be sued, enter into contracts, etc. Again, she entered into a contract when she accepted the state non-profit corporation sole offer. (See Church Internal Revenue Code § 508 Tax Exempt Status for clarification.).

The response to the rant attributing various practices and doctrines of some “churches” to their bylaws is:

  1. a church who includes their beliefs in their by laws could also implement those practices and beliefs into the by laws required by corporation sole status or,
  2. should they not be incorporated in any way, into a church covenant, statement of faith, or written creed, or
  3. should they not be incorporated in any way, they could believe and practice their religion without any writing except the Bible.

Finally, a corporation sole cannot get around the law of incorporation above by using a Statutory Declaration of Church Establishment Affidavit. That is so obvious that to contend otherwise is patently absurd, as are other Church Freedom and Corporation Sole matters.

7. Analysis of Alleged Benefit # 6

aBenefit #6 – A CORPORATION SOLE CAN ISSUE PROMISSORY NOTES: A Corporation Sole can issue promissory notes.  A promissory note is a legal instrument (more particularly, a financial instrument), in which one party (the maker or issuer) promises in writing to pay a determinate sum of money to the other (the payee), either at a fixed or determinable future time or on demand of the payee, under specific terms. If the promissory note is unconditional and readily salable, it is called a negotiable instrument. – Source Wikipedia

Wikipedia. Click above image to go to the Wikipedia page.
Wikipedia. Click above image to go to the Wikipedia page.

The above is all that is said about this alleged benefit. One would suppose that the alleged benefit of this “legal instrument” for the corporation sole is to provide capital or to act as a source of finance to the creditors of the corporation sole. This author is not going to waste his time explaining all the ways in which this scheme violates New Testament church principle since any believer who has read his Bible should be able to figure this out.

8. Analysis of Alleged Benefit # 7

9“Benefit #7 – STATE TAX EXEMPTIONS: A Corporation Sole is awarded ALL current state 501c3 tax exemptions. This can include property tax exemptions and more. Since the Corporation Sole is considered a 501c3 (because it is incorporated), it is qualified to seek any current state tax exemptions. It’s also important to note that even if you live in a state that does not have a current Corporation Sole (like here in Oregon) that you can still seek this exemption by having our Church, The Empowerment Center freely represent your Corporation Sole as a registered agent here in Oregon. In this case, your home state WILL fully recognize the tax exemption status of your Oregon based Corporation Sole (this is due to the commerce clause in the US Constitution). We’ve currently helped teach nearly 22,000+ Churches across America about the Corporation Sole and not a single Church has been denied an exemption from their home state.”

Property tax exemptions, sales tax exemptions, and what ever the “and more” tax exemptions are are all the product of state law. 501c3 is a federal law. 501c3 has nothing to do with state tax law provisions. Any church, whether a legal entity or not, is granted property tax exemptions “and more.” Churches who are not legal entities are granted such exemptions—this author has personal knowledge of this and knows of many churches who are not legal entities and who do not pay sales taxes, property taxes, etc.. Of course, an incorporated church such as a corporation sole church pays no such taxes. So this benefit is no benefit all. The Church Freedom and the Corporation Sole website does here recognize that the Corporation Sole “is considered a 501c3 because it is incorporated“), which contradicts teachings covered above which state that the corporation sole church is a IRC section 508 church.

9. Analysis of Alleged Benefit # 8

Benefit #8 – TAX DEDUCTIBLE CONTRIBUTIONS: A Church that has a Corporation Sole CAN receive tax deductible contributions from any member that gives a gift. The Corporation Sole is also immune from being required by law to give the donor a receipt acknowledging their gift! In this case, it is the responsibility of the donor to keep their records and NOT the Church or Corporation Sole. If your Church chooses to do so, it may voluntarily and freely (out of the kindness of its heart) give the donor a receipt acknowledging their contribution or donation.

No church has to give a receipt acknowledging their gift. The law requires no church to give an acknowledgement for gifts. If you disagree, I challenge you to show me that law – there is none. I deal with this issue often in discussing the right way for a church to organize according to the New Testament (and the right way is not any kind of non-profit corporation including the corporation sole.). The sad thing about this alleged benefit is that the corporation sole church has no reason not to give an acknowledgement since, if she claims 508 status, she is a legal entity who is subject to the rules of 501c3. See “5. Analysis of Alleged Benefit # 4” above, Corporation Sole and Internal Revenue Code §§ 501(c)(3) and 508,  and Church Internal Revenue Code § 508 Tax Exempt Status.

10. Analysis of Alleged Benefit # 9

Benefit #9 – TITLE TO REAL PROPERTY: Other Advantages of a Corporation Sole, it can claim title to real property. This is especially great for possible State Property Tax Exemptions.

Any corporation, including any non-profit corporation such as a corporation sole, can buy and sell property. That is one of the attributes of being a legal entity. Since the corporation sole church becomes a legal entity by means of the corporation sole statute, the church is the legal owner of the property, although only one church member acts to fill all offices of the corporation sole.

11. Analysis of Alleged Benefit # 10

Benefit #10 – CLEAR LINE OF SUCCESSION: Property and powers of a corporation sole are transferred on the death of an incumbent to successors in the office, “not to heirs or through executors”. This is especially nice for married couples that would like their spouse to continue leading their home based Church/Ministry. If the spouse in question is appointed the position of being the successor for the Corporation Sole, it is done through the unanimous consent of the entire Church and is lawfully declared through the Statutory Declaration of Church Establishment Affidavit. Currently, there is no Federal Law that prohibits this type of assignment within a Corporation Sole.  This is due to the 1st Amendment to the Constitution which states the following:

“Congress shall make no law respecting an establishment of religion” – 1st Amendment to the United States Constitution (the Supreme Law of the Land).

Let me first deal with the recitation of the First Amendment in this context. As any believer who understands the history of that Amendment knows, it came about as a result of 17 centuries of persecution (including hanging, burning at the stake, beheading, drowning, live burial, cruel torture) of martyrs who refused to profane God’s truths. This alleged benefit desecrates the holy as does this entire Church Freedom and the Corporation Sole website.

Church Freedom and the Corporation Sole website is here advising people to dishonor God’s precepts for the ordered church and also to use “religion” to protect their personal assets. People may declare themselves to be a “church” according to the 14 Internal Revenue Code criteria, but meeting the requirements of those criteria may be difficult for one who is just concocting a scheme to avoid probate law. Instead of keeping the church pure under God, as any believer who loves the Lord wants to do, this scheme uses man’s law to define their “church” and their motivation is to protect assets while dishonoring God.

Can anyone so motivated actually operate their “church” in conformity to Internal Revenue Code requirements? They may be called on the carpet by the IRS to prove that they have done so. Let’s look at those requirements. In attempting to define “church,” the IRS has “given certain characteristics [14 criteria] which are generally attributed to churches.” (S Publication 1828 (2007), p. 23)  The court has recognized that 14-part test in determining whether a religious organization was a church. The 14 criteria are:

 “(1) a distinct legal existence;
“(2) a recognized creed and form of worship;
“(3) a definite and distinct ecclesiastical government;
“(4) a formal code of doctrine and discipline;
“(5) a distinct religious history;
“(6) a membership not associated with any other church or denomination;
“(7) an organization of ordained ministers;
“(8) ordained ministers selected after completing prescribed studies;
“(9) a literature of its own;
“(10) established places of worship;
“(11) regular congregations;
“(12) regular religious services;
“(13) Sunday schools for religious instruction of the young;
“(14) schools for the preparation of its ministers.”

(American Guidance Foundation, Inc. v. United States, 490 F. Supp. 304 (D.D.C. 1980)).

“In addition to the 14 criteria enumerated above, the IRS will consider ‘[a]ny other facts and circumstances which may bear upon the organization’s claim for church status.’ Internal Revenue Manual 7(10)69, Exempt Organizations Examination Guidelines Handbook 321.3(3) (Apr. 5, 1982).” (88 T.C. at 1358).

Again, another alleged benefit profanes the holy, and actually testing this benefit may result in bad IRS consequences.

12. Analysis of Alleged Benefit # 11

Corporation sole pastor (his own attorney)
Corporation sole pastor (his own attorney)

Benefit #11 – DOES NOT REQUIRE AN ATTORNEY: A Corporate Sole can Sue and be sued, and defend, in all courts, and places, in all matters and proceedings wherever. It represents itself because it acts and behaves as a Natural Person.

They give the attributes of any legal entity, including those of a corporation sole which is a non-profit corporation.

Who will represent the corporation sole? The pastor, as the one officer? One of the church members?

Anyone can represent themselves in court. However, a person cannot represent another person in court. Furthermore, legal matters can be very complicated substantively and procedurally. The old adage “he who represents himself in court has a fool for a client” should be considered.

13, Analysis of Alleged Benefit # 12

Benefit #12 – THE CORPORATION SOLE ACTS AS A NATURAL PERSON: A Corporation Sole is recognized by the IRS as a Natural Person in ALL business related transactions for the Church. A Natural person is legally defined pursuant to the United States Supreme Court ruling of Hale v Henkle in which former United States Supreme Court Chief Justice Melville Fuller states,

“‘The individual may stand upon his constitutional Rights as a citizen. He is entitled to carry on his private business in his own way. His power to contract is unlimited. He owes no such duty [to submit his books and papers for an examination] to the State, since he receives nothing therefrom, beyond the protection of his life and property. His Rights are such as existed by the law of the land [Common Law] long antecedent to the organization of the State, and can only be taken from him by due process of law, and in accordance with the Constitution. Among his Rights are a refusal to incriminate himself, and the immunity of himself and his property from arrest or seizure except under a warrant of the law. He owes nothing to the public so long as he does not trespass upon their Rights.” – United States Supreme Court Chief Justice Melville Fuller

I must interject a comment here. The above Church Freedom and the Corporation Sole website leaves out the first sentence of the above quote from Have v. Henkle. I quoted the entire paragraph in God Betrayed in 2008, which is reproduced below. The first sentence says, “[T]here is a clear distinction in this particular between an individual and a corporation, and that the latter has no right to refuse to submit its books and papers for an examination at the suit of the State.”

“Its also important to note that a ‘Natural Person” is legally defined by Blacks Law Dictionary as,

“A “natural person” and an “individual” are defined by Blacks Law Dictionary 9th Edition as:

Person (Be) 1. A human being. Also termed natural person.

Individual, adj. (I5c) 1. Existing as an indivisible entity. 2. For relating to a single person or thing, as opposed to a group. – Blacks Law Dictionary 9th Edition

There is a possible legal argument to be made that even though a Corporation Sole is registered with a Secretary of State as a corporation, that it in fact has the same rights as individual rights, which supersede corporate law. It is the only known corporation in American law to do this. It is also important to note that this argument has not been used in Federal Court as a defense (because they have not thought to do so).”

From p. 75 of God Betrayed
From p. 75 of God Betrayed. Click above image to go to PDF of the book.

The legal argument proposed in the last paragraph would be laughed out of court. This has already been settled. I covered this in God Betrayed/Separation of Church and State: The Biblical Principles and the American Application (2008)(Click here to go to the online PDF of the book.). The following is from pages 375-376 of that book.

The incorporated church [such as a non-profit corporation sole church] is an artificial person and a separate legal entity. This has many ramifications.

  1. “The corporate personality is a fiction but is intended to be acted upon as though it were a fact. A corporation is a separate legal entity, distinct from its individual members or stockholders.
  2. “The basic purpose of incorporation is to create a distinct legal entity, with legal rights, obligations, powers, and privileges different from those of the natural individuals who created it, own it, or whom it employs….
  3. “A corporate owner/employee, who is a natural person, is distinct, therefore, from the corporation itself. An employee and the corporation for which the employee works are different persons, even where the employee is the corporation’s sole owner…. The corporation also remains unchanged and unaffected in its identity by changes in its individual membership.
  4. “In no legal sense can the business of a corporation be said to be that of its individual stockholders or officers.”

(18 AM. JUR. 2D Corporations § 44 (2007)).

“A corporation is a person within the meaning of the due process and equal protection clauses of the Fourteenth Amendment to the United States Constitution and similar provisions of state constitutions and within the meaning of state statutes.” (Johnson v. Goodyear, 127 Cal. 4 (1899). “However, a corporation is not considered as a person under the First Amendment to the United States Constitution (religious liberty clause) or under the Fifth Amendment to the United States Constitution.”

Hale v. Hinkle, 201 U.S. 43, 74-75; 26 S. Ct. 370; 50 L. Ed. 652; 1906 U.S. LEXIS 1815 (1906) stated:

  • “[T]here is a clear distinction in this particular between an individual and a corporation, and that the latter has no right to refuse to submit its books and papers for an examination at the suit of the State. The individual may stand upon his constitutional rights as a citizen. He is entitled to carry on his private business in his own way. His power to contract is unlimited. He owes no duty to the State or to his neighbors to divulge his business, or to open his doors to an investigation, so far as it may tend to criminate him. He owes no such duty to the State, since he receives nothing therefrom, beyond the protection of his life and property. His rights are such as existed by the law of the land long antecedent to the organization of the State, and can only be taken from him by due process of law, and in accordance with the Constitution. Among his rights are a refusal to incriminate himself, and the immunity of himself and his property from arrest or seizure except under a warrant of the law. He owes nothing to the public so long as he does not trespass upon their rights.
  • “Upon the other hand, the corporation is a creature of the State. It is presumed to be incorporated for the benefit of the public. It receives certain special privileges and franchises, and holds them subject to the laws of the State and the limitations of its charter. Its powers are limited by law. It can make no contract not authorized by its charter. Its rights to act as a corporation are only preserved to it so long as it obeys the laws of its creation. There is a reserved right in the legislature to investigate its contracts and find out whether it has exceeded its powers. It would be a strange anomaly to hold that a State, having chartered a corporation to make use of certain franchises, could not in the exercise of its sovereignty inquire how these franchises had been employed, and whether they had been abused, and demand the production of the corporate books and papers for that purpose.”

When a church incorporates or becomes a legal entity, that church contracts with the state gaining certain “protections” but gives up certain constitutional rights. She takes herself partially out from under First Amendment protection, and puts herself, for some purposes, under the Fourteenth Amendment. While a corporation must “obey the laws of its creation,” it also has constitutionally protected rights. (See Ibid., pp. 74-75). Only the church who is not satisfied with the freedom and provisions afforded the church by God (which, by the way, are implemented by the First Amendment) seeks incorporation. For the incorporated church, God’s provisions are not adequate. Although perhaps the individual church member seeks incorporation for protection by civil government as opposed to protection by God, that member forgets that God is a far more strong and benevolent protector than the state. Furthermore, when a church is not a legal entity, that church cannot be sued. One can sue a legal entity such as a corporation, but how does one sue a church who is “a spiritual house made up of spiritual beings offering up spiritual sacrifices, and not a physical house made by man?” (See Section II of God Betrayed). Individuals, including members of a New Testament church, can be sued for tortious actions or tried for criminal acts, but a New Testament church cannot be sued or tried for criminal acts.

End

Chapter 1: Legal Entity Status and the Corporation Sole

3

Contents of this booklet (left click link to go to entry):

Introduction

Chapter 1: Legal Entity Status and the Corporation Sole (Below)
Chapter 2: Analysis of “Benefits of the Corporation Sole Compared to a Traditional 501c3 Church”
Chapter 3: Analysis of “Church Establishment Affidavit”

Conclusion

Appendix A: What is a Corporation Sole?
Appendix B: Corporation Sole and Internal Revenue Code §§ 501(c)(3) and 508

Related articles:

Jerald Finney
Copyright © February 2, 2015

Obviously, to one who studies these matters and as will be shown in the following chapters, the conclusion, and Appendix A and Appendix B, the Church Freedom and the Corporation Sole website does not understand the implications of the fact that the corporation sole is a legal entity and the fact that by organizing as a legal entity, a church becomes subject to all the legal requirements and law regarding legal entities.

Before one can understand the implications of corporation sole status (legal entity status), he must first understand the meaning of “legal entity.” BLACK’S LAW DICTIONARY 893-894 (6th ed. 1990) defines “legal entity” as: “Legal existence. An entity, other than a natural person, who has sufficient existence in legal contemplation that it can function legally, be sued or sue and make decisions through agents as in the case of corporations.” Black’s definition is not totally accurate in that every citizen of America in his right mind is also a legal entity. A citizen may sue, be sued, be charged with a crime, make decisions himself, and function legally (enter into contracts, obtain insurance, get a bank account, etc.). A legal entity  such as a non-profit corporation (includes corporation sole) is obviously subject to the laws of the civil government which create the legal entity.

Thus, a church who is a legal entity may enter into contracts, open a bank account, obtain insurance in her name, go into debt, and act legally in other ways. Since a church is not a natural person, she must utilize specific law in order to become a legal entity and obtain “sufficient existence in legal contemplation that it can function legally, be sued or sue and make decisions.” She may do this by the use of state non-incorporation (includes corporation sole), charitable trust, business trust, unincorporated association, etc. law. Of course, the pastor of a corporation sole church acts legally on behalf of the church he represents.

The concise book, Separation of Church and State: God’s Churches – Spiritual or Legal Entities? by Jerald Finney, explains church legal entity versus spiritual entity status and the practical implications thereof. The booklet is free in both online and PDF form, or may be ordered from amazon.com.

The Church Freedom and the Corporation Sole website and corporation sole law make clear that a church who uses corporation sole law as a means of organization is a legal entity who is not under God only. The website clearly states the corporation sole is a legal entity and that the corporation sole church is a legal entity.

The statute that establishes the corporation sole church as a legal entity: ORS  § 65.067(1), 2013.
The statute that establishes the corporation sole church as a legal entity: ORS § 65.067(1), 2013.

The law they rely on and quote (they quote from 2011 law rather than the amended 2013 law) makes clear that a corporation sole is a type of legal entity known as a non-profit corporation. The latest version of that law—Oregon Revised Statutes, Oregon Non-profit Corporation Law, Volume 2 Business Organizations, Commercial Code § 65.067(1), 2013reads, in relevant part:

“(1) An individual may, in conformity with the constitution, canons, rules, regulations and disciplines of a church or religious denomination, form a corporation under this section to be a corporation sole. The corporation sole is a form of religious corporation and differs from other religious corporations organized under this chapter only in that the corporation sole does not have a board of directors, does not need to have officers and is managed by a single director who is the individual who constitutes the corporation and is the corporation sole’s incorporator or the successor of the incorporator….

“(3) All of the provisions of ORS 65.044 to 65.067 apply to a corporation sole. If the corporation sole has no officers, the director may perform any act that an officer may perform with the same effect and in the same manner as though one or more officers of the corporation sole performed the act.

“(4) If a corporation sole or the individual that constitutes the corporation sole is the only member of a religious corporation, the religious corporation is not required to hold an annual membership meeting under ORS 65.201 if the religious corporation is: (a) Incorporated under the provisions of this chapter; and (b) Of the same church or religious denomination as the corporation sole.

“Approved by the Governor May 16, 2013 Filed in the office of Secretary of State May 17, 2013 Effective date January 1, 2014.”

Note. The Church Freedom and the Corporation Sole website quotes from the 2011 version of the law.

Thus, according to Oregon Corporation Sole law, the corporation sole is controlled by the state law which creates it (not by God’s law) except “that the corporation sole does not have a board of directors, does not need to have officers, and is managed by a single director who is the individual who constitutes the corporation and is the corporation sole’s incorporator or the successor of the incorporator.” So what is a Corporation Sole subject to? The rest of the non-profit corporation law, which can be accessed by clicking Oregon Revised Statutes, Oregon Non-profit Corporation Law, Volume 2 Business Organizations, Commercial Code § 65.067(1), 2013, (left click to go directly to the law) explains what law the Corporation Sole, a non-profit corporation and legal entity, is subject to. This author was going to copy and paste the above law below, but it is too voluminous. The concerned student will find that browsing the above linked to law is very enlightening in his examination of what the Church Freedom and the Corporation Sole website teaches.