Separation of Church and State Law

Home » Corporation sole » Chapter 1: Legal Entity Status and the Corporation Sole

Chapter 1: Legal Entity Status and the Corporation Sole

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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.


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