The CORPORATION SOLE

Creating a

CORPORATION SOLE


The ESSENTIALS



CHOICE of NAME
The name chosen for the corporation should be that of AN OFFICE and not the name of an individual or corporation. For example: "The VICAR of WAKEFIELD" and not "JAMES BROWN" or "The BROWN CORPORATION". Alternatively, although this is more cumbersome, the name could be a proper name, followed by the title of the office, but this loses confidentiality and we do not recommend it:-
"The Most Rev. James Brown, Vicar of Wakefield"
(This advice on names is rarely - if ever - given by other sources: in a court of law, a wrongly named corporation sole is unlikely to be considered validly constituted)

Make sure that the name chosen will fit on cheques and bank accounts: there is an electronic maximum these days of 31 characters (including spaces). It should also fit legibly on a corporate seal.

Provide the name of the Church or other organisation under which the Office operates and whose doctrinal statement is followed.

Make sure you do have a VALID church - not a GOVERNMENT Church - which is registered in the USA under Section 501(c)(3) [this is a trap!]. If you do not have an existing CHURCH ORGANISATION as a 'mother church', we can help you create one by providing you with a Common Law Charter for an unincorporated spiritual assembly under the name of your choosing. If you order a common law church charter as well as a corporation sole common law charter, at the same time, there will be a substantial discount.

If you would like a suggestion for a BALANCED NAME (i.e. one that is mathematically/numerologically correct or advantageous) there is an extra charge for each such name (see Name Advisory charge below).

NAMES
FOUR individuals must sign the Charter document. TWO WITNESSES are required, but only THREE names are identified in the Articles (unless you include your SUCCESSOR's name):
(a) Name of the Corporation Sole [see "Choice of Name" above]
(b) Name of the Overseer
(c) Name of the Registered Agent, if not the same as the Overseer
(d) Name of the Secretary
(e) Name of your Successor [OPTIONAL]

ADDRESS
The MAILING address of the corporation, the Overseer and that of the Registered Agent are required. If the actual RESIDENTIAL address of the Registered Agent is not a street address, the street address must also be given.

NOTICE
The NOTICE should be published THREE times in the Public Notices (Legal) section of a (local) newspaper. You will notice the regular occurrence of 'THREE times' in biblical texts as a numerical requirement for the completion of certain acts. Alternatively, you could post this on the Internet, which would provide worldwide coverage at minimal cost (currently $200 - with a 50% discount for our corporation sole customers).

That portion which must be advertised as a PUBLIC NOTICE is provided to you separately from the Charter, and may also be provided to you electronically (using MSWord), if so requested.

EFFECTIVE DATE - SIGNING DATE
Confirm the operational date of the Corporation Sole - i.e., the date on which it began operations.

The date of actual signing of the Articles will be left blank, unless a specific date is requested in advance, as ALL four individuals have to sign the document simultaneously (i.e., on the same date).

The MEANING of LATIN TERMS
The meanings of Latin terms used in this document are as follows:-

ex officio "by virtue of (his holding) the office"
lex non scripta "unwritten law", common law
suae potestate esse "having full power over one's own dominions"
sui juris "in my own right"

BANKING
The Bank will likely request a copy of your Charter. They might be confused and classify it as a "sole proprietorship" for banking purposes. Enquire whether they have an alternative and ensure that this cannot become a legal classification. You might have to enquire at more than one bank. The name of the account should appear as follows: Line 1 - the corporation name, Line 2 - "A Corporation Sole". Your name does NOT appear!

An account which bears no interest does not require a S.I.N. number, according to the Privacy Commissioner of Canada, but examine closely ANY document which a bank gives you to sign .... you might find these days in the small print an agreement to pay income tax!! Make sure you delete this and initial the change before signing.

In the U.S.A. if the IRS Form SS-4 is completed to obtain an EIN, it is made clear that the corporation sole is: a) mandatorily exempted from filing; b) is applying for an EIN for banking purposes only; and c) application is being made for a NONREPORTING EIN - and this can be done electronically. Avoid getting into a telephone conversation with an I.R.S. representative - the calls are recorded and they will do their best to trip you up and make you give a compromising answer ..... Preferably find a bank which does not insist on an EIN in order to open an account - just provide them with a signed copy of the Charter.

CORPORATE SEAL
The corporate seal is an extra cost. As it is relatively heavy for mailing purposes, it is best to acquire this locally. The price is about $35, and we will provide you with exact directions for ordering this corporate seal, which has to be affixed to the Charter document when it is signed.

APPLICANTS IN U.S.A.
There is no need to register anywhere but ..... if you go any other route it is of the utmost importance that you comply with the requirements of the I.R.S. in order to be 'technically' tax-exempt. Ensure you follow our instructions explicitly in order to gain this compliance.

COST
You may have found the cost of establishing a Corporation Sole as high as $5,000 US (some report it as high as $10,000) - even more if you have to take a course to understand it. We provide this understanding in the form of a Guide on the Internet - free of charge! We would like to charge such prices, but we are not strictly a business and wish to provide the highest quality service at minimal cost, with ongoing support. If you require significant change to our standard form of Charter, an additional cost may be incurred.

Our version of the common law Corporation Sole is the most comprehensive available, free of typos and legal errors, which have often been found in alternatives offered, and has been highly praised in the top church legal circles. We therefore consider it to be the only 'watertight' Charter available for a Corporation Sole. The Charter consists of FIVE letter size pages: beware of flowery Charters that run up to 100 pages long - this would be warmly received by an opposing lawyer in a court of law as it gives plenty of opportunites to find fault with your governing document! Keep it simple! - a minimum of information.

PRICE SCHEDULE    (June 2011)
Expense Item
Worldwide
CS Charter: $1,100 U.S.
ADDITIONAL
Custom Church Charter
(if ordered at the same time)
   $500 U.S.
Name Advisory (each) max:
(Numerology)
   $500 U.S.

The only extra costs involved will be that for the corporate seal (see above - about $35) and the advertising, which you can do yourself in a local newspaper - not necessarily a national newspaper, or on the Internet - which currently costs only $200 US (50% discount if you order a Corporation Sole from us). We have quotes of $500 to $600 for a local newspaper advertisement in a major city. We provide all the documentation and guides necessary, including a history of the Corporation Sole, and a recommendation on the opening of a bank account.

WHAT YOU RECEIVE FROM US

  • Initial Consultation: This can be by e-mail or telephone, answering questions and defining certain points, helping to ensure that the name you have chosen is a satisfactory one.
  • Documentation: Normally within 48 hours of receiving or finalizing your application and payment, we will send you ONE 'original' double-sided copy of your Charter on Parchment Paper, which may be used to make further copies. You also receive a "Welcome" letter with notes and reminders about signing requirements and other matters.
  • Public Notice: We include in your package a copy of the actual Public Notice which you should advertise in the (local) press - unless you have requested that this be advertised on the Internet, in which case the reference location and number allotted to that Internet advertisement will already be included on page 1 of your Charter.
  • Ongoing Support: You may contact us in the future about any matter that arises, or subsequent changes that may have to be made (address, Successor etc). We will then issue an amendment as required for a small fee.
  • Reference Material: You have ongoing free access to the extensive reference library on the website which we maintain. This is updated on a regular basis - but only when there is something new to report.
  • Introduction Commission: When you recommend our form of Charter to others, remind them to put your name in the appropriate box of the Application Form or mailing, so that we can send you the $200 commission on introductions, once their payment has been received!

It is recommended that you consider rewriting your Last Will and Testament to include the appointment of your successor - or even write it into the Charter.

If you request the creation of documents in contradiction to these recommendations, they will indeed be prepared and sent to you - but you may regret not taking the advice given freely herein! That is your prerogative.

Our standard Charter states that the Province/State/Region concerned has no authority to register a church or spiritual assembly: we therefore ignore the possibility that they have legislation enacted which is outside their authority. The Charter is issued under canon, ecclesiastical, divine or spiritual law rather than temporal law.

If you want to use this Charter outside of the Province/State/Region named in the Charter, you can obtain under the Hague Convention of 1961 an "Apostille" - usually from your local Secretary of State imprinted upon a copy of the Charter (the last page), which makes it legally acceptable in any country of the world which was a signatory to the Hague Convention of 1961.

Our Charter consists of only 5 pages, with space left blank for the Apostille, if necessary. Beware of long-winded charters, as these make it easier for a lawyer to find fault, should you ever end up in court where the existence of a corporation sole is referred to.

NO INFORMATION ON THE APPLICATION FORM NOR A COPY OF THE CHARTER ISSUED
WILL EVER BE PROVIDED TO ANYONE OTHER THAN THE APPLICANT

Common Law Corporation Sole Return to the COMMON LAW CORPORATION SOLE CONTENTS Page

or go to the CORPORATION SOLE APPLICATION Form

© Dr Milson Macleod Jan 2000

If you have read everything on this site and still have questions, write to us at The Corporation Sole.

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