The CORPORATION SOLE

The CORPORATION SOLE in CANADA

Common Law Corporation Sole in Canada

Here we have a new document from Industry Canada which confirms that the Corporation Sole is tax-exempt in Canada and enjoys the privileges enjoyed elsewhere, however, the release of information concerning this little-known corporation has caused others (those outside government circles) to create themselves as a corporation sole, gaining tax freedom reserved for government officials and which apparently the plebs apparently should not have!

Bear in mind that they are talking about a TEMPORAL Corporation Sole. The true Corporation Sole is created under Divine Law - canonical, ecclesiastical or spiritual law.

Further comment in progress .........


Industry Canada: Corporate and Insolvency Law Policy

............ Updated 2002 12 11


The Corporate and Insolvency Law Policy Directorate is responsible for the review and revision of a number of Canada's business framework laws in the insolvency and corporate areas.

14. Corporations Sole

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The issue

Whether the proposed Act should contain provisions for corporations sole.

Background

The corporation sole is an historical legal entity created to allow holders of religious or certain civic offices to pass title and lands from one office holder to another in perpetuity without having to pay taxes. Any claims made by third parties on these assets would also be avoided.

In essence, a corporation sole creates a corporation out of an office. Once the corporation is established, there is no distinction between the person who holds the office and the office itself. Effectively the person becomes the corporation and the corporation becomes the person. The office holder holds all property of the corporation in the name of the corporation, and may pass it on to the next office holder without the need for the property to change hands.

In Canada, the process of becoming a corporation sole requires a Special Act of Parliament, which is time consuming and burdensome for both the representative of the corporation and the government. There are approximately 24 corporations sole incorporated at the federal level, with none having been created in the past 10 years. Examples include a few religious offices, several statutory offices and the Queen's Canadian representatives: the Governor General and the Lieutenant Governors of the provinces.

The Senate Committee on Banking, Trade and Commerce is currently considering Bill S-30, An Act to amend the Canada Corporations Act (Corporations Sole). The Bill proposes that the Canada Corporations Act be amended to allow for the incorporation of corporations sole for all of the purposes for which a standard not-for-profit corporation may be incorporated (that is, not for strictly religious or civic offices).

Framework proposal

That the proposed Act not contain any provisions allowing for the creation of corporations sole.

The framework proposal does not contain any provisions allowing the creation of a corporation sole. Instead, it would allow standard not-for-profit corporations to be set up with only one director and one member, which could be the same person. The governance requirements of the Act could be shaped to the needs of the particular corporation, thus allowing the same governance flexibility offered by the corporation sole.
Moreover, standard incorporation under the not-for-profit Act would provide all of the succession benefits that a corporation sole would provide, while also providing for limited liability.

This would avoid some problems associated with creating a corporation sole. A corporation sole does not provide limited liability to the office holder, and can expose the assets of other related entities to lawsuits to which they might not otherwise be exposed. Each of these problems would be addressed through the use of a modern corporate form such as the one proposed in the framework.

It has been suggested that there may be some organizations that prefer the corporation sole to a standard corporate vehicle. For this reason, incorporators would continue to have the discretion to use this traditional form by means of a Special Act of Parliament. This would provide direct scrutiny of any imaginative corporate form that might be created to avoid paying taxes.

Option

That the proposed Act contain provisions allowing for the creation of corporations sole.

Providing a statutory method to establish corporations sole would remove the need to pursue a Special Act of Parliament for their incorporation. The statutory provisions would also ease the process of amending the corporation's articles and by-laws, a process that now requires an additional Special Act of Parliament.

NOTE:
CANADA is NOT a signatory to the Hague Convention - see Apostille! -
Ottawa cites "constitutional problems" in signing .....

Common Law Corporation Sole Return to the CORPORATION SOLE CONTENTS Page

or go to the CORPORATION SOLE APPLICATION Form

© Dr Milson Macleod Jan 2000

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