A Corporation May Be A Corporation Sole But It Still Won't Have A Soul

Professor Stephen Bainbridge recently wrote about the nearly fifty year-old case of Roman Catholic Archbishop v. Superior Court, 93 Cal. Rptr. 338 (1971) in which the court rejected the plaintiff's claim that the Archbishop was the alter ego of a monastic order, the Canons Regular of St. Augustine, or vice versa.  What might not have been apparent from Professor's Bainbridge's description is that the Archbishop was sued as a "corporation sole", a type of corporation that may be unfamiliar to many corporate lawyers.

In a later case, the Court of Appeal described a "corporation sole" as follows:

"The corporation sole is a venerable creation of the common law of England and is well established under common law in California. (Santillan v. Moses (1850) 1 Cal. 92; Archbishop v. Shipman (1889) 79 Cal. 288 [21 P. 830].) California by statute has legitimized this tradition and regulates the formalities attendant upon the creation and continued existence of the corporation sole. (Corp. Code, § 10000 et seq.) (2) One principal purpose of the corporation sole is to insure the continuation of ownership of property dedicated to the benefit of a religious organization which may be held in the name of its titular head. Title will not then be divested or passed to that person's heirs upon his death but will be retained for the benefit of the religious group and passed to the successors to his office."

County of San Luis Obispo v. Ashurst, 146 Cal. App. 3d 380, 383 (1983).  The provisions of the California Corporations Code governing the corporations sole are not part of the General Corporation Law and are very rudimentary.  Although the case discussed by Professor Bainbridge concerned the Roman Catholic Church, the California Code is catholic in scope.  Section 1002 provides that a corporation sole may be formed by "the bishop, chief priest, presiding elder, or other presiding officer of any religious denomination, society, or church". 

"Sole" and "Soul" are, of course, homophones (words that have the same pronunciation but different meanings).  The word "sole" is derived from the Latin word solus meaning single or alone while "soul" is from the Old English sawol, which has the same meaning as the modern English word, "soul".