Note: the Church Freedom and Corporation Sole Website has been removed and the links thereto are no longer valid.
Contents of this booklet (left click link to go to entry):
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”
Appendix A: What is a Corporation Sole? (Below)
Appendix B: Corporation Sole and Internal Revenue Code §§ 501(c)(3) and 508
Related articles:
- Expose And Reject The Teachings and Methods of Church Organization Con-Artists and Charlatans (050616)
- Why Understanding and Applying Church and State Law Is Important for Believers and Churches (June 3, 2012 article)
- See Comparison of Bible Trust (ordinary trust), Incorporation (includes corporation sole), and Ecclesiastical Law Center Trust for a concise chart of the differences each brings to church organization.
- A relevant and helpful article, as one who studies the above booklet out will see: Corporation: A human being without a soul
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.)
“(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.”
Because 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.
All 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.
What 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.””
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.
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Simply Church: God's Prescribed Relationship Between Church and State 