The fact that the modern American corporation sole works satisfactorily is, perhaps, best illustrated
by the relative absence of recent cases carried to the appeal level. Corporate structure is seldom at
issue, but the cases tend to run the gamut: torts, contract, civil procedure, piercing the corporate
veil, workman’s compensation, taxation, eminent domain, estates and simple fraud. Property disputes are relatively rare, perhaps because there would be first amendment implications for most corporations sole.

The corporation sole seems to have a settled existence. There has been no rash of new legislation, nor have there been any repeals of earlier laws.

V. Special Circumstances

Eight additional states have circumstances meriting comment. The constitutions of Virginia and West Virginia specify that no charter of incorporation can be granted to any church or religious denomination. At least one commentator attributes this prohibition to the influence of Thomas Jefferson and James Madison. Although the tradition of church-state separation in Virginia may indeed be traced to the two former presidents, the constitutional provision in Virginia dates to 1851 long after the deaths of both.

The West Virginia courts have acknowledged that the provision in that state is descended from Virginia.  While these constitutional provisions pose no problems to the titles of church property in either state, they obviously preclude a corporation sole. An article in the Kansas constitution, which required title to property of religious corporations to be vested in elected trustees, was repealed in l974.

Connecticut has a provision in its corporation code that gives the local archbishop or bishop special
powers in trust if a Catholic parish corporation violates or surrenders its charter. The courts have
interpreted this provision to mean that, if a charter is surrendered, all the property vests in the
bishop and his successors, as a corporation sole.  This section provides emergency powers that are not normally required.

Oklahoma allows for trust succession in the name of an ecclesiastical office. Vermont, in contrast,
specifically forbids any such succession.

Finally, case law in Arkansas and Florida also deserves attention. The Supreme Court of Arkansas, in dicta, has recognized the Roman Catholic Bishop of Little Rock as a corporation sole without any special act of the legislature. The Florida situation is even more unique. The Supreme Court of Florida has repeatedly held that the common law corporation sole is in full force in Florida. The court relies on the fact that the common law has been adopted in Florida and remains in force unless expressly or impliedly repealed by organic or statutory law. This unique position initially attracted journal comment, perhaps because it seemed contrary to the earlier United States Supreme Court position.

VI. A Federal Corporation Sole

Only rarely has there been mention of a federal charter for a religious or quasi-religious
organization. When Congress voted, in 1811, to incorporate an Episcopal church in the District of
Columbia, President Madison vetoed it in his veto message, the President implied that a charter of
incorporation was in some sense an approval of a religion, in violation of the Constitution.

More than a century later when incorporation was so common, the Congress and the President took another view. In 1948, the Vatican completely severed the Archdiocese of Washington from the Archdiocese of Baltimore. The new Archbishop of Washington, with the help of President Truman, sought to have a corporation sole established as a framework for the new ecclesiastical territory. Congress complied by passing a private law that established the Archbishop of Washington and his successors as a corporation sole.

VII. A Yet More Modern Form?

A number of authorities warn against confusing the corporation sole with the modern "one-person
corporation." In fact, courts have held that a stock corporation is not automatically transformed into a corporation sole, simply because one person has purchased all of the stock

It is possible, however, to structure a one-person corporation in such a way that it closely resembles a corporation sole in operation. In fact, the Roman Catholic Diocese of Wilmington is so structured under the general corporation laws of Delaware. The Wilmington diocese is not incorporated under the terms of the Delaware Code for Religious Societies and Corporations. Rather, the diocese is incorporated under the General Corporation Law which, already
contains provisions for a board of one, for non-stock operation, and for formation of a close
corporation. By carefully writing the by-laws, and by addressing the problems of succession, the Roman Catholic Diocese of Wilmington has fashioned a corporation that contains all the advantages of the corporation sole in a state that has no regular provision for one.

VIII. Summary

From its quaint beginnings in English law, the corporation sole has established a modest, yet
solid, foothold in the United States. To churches with a hierarchical structure, and particularly to the
Roman Catholic Church, it has been a secure method for both ownership of property and daily operation. In a society characterized by religious and ethnic pluralism, the corporation sole has provided a useful legal option, well adapted to the needs of certain groups. The corporation sole has, arguably, made a greater contribution in the United States than in its native land. The corporation sole is destined to be a continuing part of American law for years to come.

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