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A Legal Review, by: Peter Kershaw

(© 2000, All Rights Reserved)


The Corporation Sole, It's History, Significance and Creation

by: Jeffrey Thayer aka "Geoffrey Craig benRichard barAbba"



More and more pastors and ministers are becoming informed as to the ramifications of organizing and operating a church or ministry as a "tax-exempt non-profit religious corporation." At law the corporation is "a creature of the State" and the State is the "sovereign" of the corporation. There are both legal and theological perils for the church that incorporates.

Tragically, however, at least some who are out sharing this information focus entirely on 501c3 tax exempt status, while ignoring or outright obfuscating incorporation status. They advise pastors and ministers to dissolve their nonprofit corporation (thereby also terminating the 501c3 status) and reorganize as an entity known in law as a "corporation sole." While many other corporation soles have applied for and obtained IRS 501c3 status (e.g. Roman Catholic, Latter Day Saints), they strongly discourage their own clients from obtaining 501c3 status.

As I have long warned, 501c3 status is a problem, but it is not the problem. The problem is incorporation, and the corporation sole is just another form of State incorporation. IRS 501c3 status is merely a symptom of the problem.

One of the key promoters of the corporation sole is a former (disbarred) attorney, Jeffrey Craig Thayer. Mr. Thayer is significant in the world of corporation sole peddling because of the numerous classes he has taught in many locales on the subject. The book that I review herein is the curriculum for that $500.00 "Basic Course." An "Advanced Course" is available for an additional $500.00.

Many people who now sell the corporation sole are former pupils of Jeffrey Thayer, and this is often evidenced by the fact that the promotional materials of one corporation sole peddler are barely distinguishable from the next. They all say pretty much the same thing, and much of what they say are legal theories that originated with Jeffrey Thayer.

Jeffrey C. Thayer appears to have done more research and writing on the topic of the corporation sole than any of its other promoters. However, this isn't to say that Jeffrey Thayer's research is in any way competent or credible. Indeed, he has a propensity for citing case law which is entirely off-point with the propositions that he makes, and his legal conclusions are often completely illogical. It comes as no surprise that Jeffrey Thayer was disbarred from practicing law. What is surprising is how he was ever able to pass the bar exam in the first place.

Jeffrey Thayer's legal acumen is gravely lacking. However, this isn't to say that he isn't a man of some notoriety. Where Jeffrey Thayer excels is in promotion, and he is indeed a very effective self-promoter. Key to his strategy of self-promotion is his pursuit of sham titles and sham positions.

Jeffrey Thayer has the distinction of being "Ambassador At Large" of The Dominion Of Melchizedek. Subsequent to being disbarred in California as an attorney, Jeffrey Thayer was instated to practice law in the Dominion Of Melchizedek. Since Jeffrey Thayer is also the "Governor Of the Bar Assocation" of the Dominion Of Melchizedek, it probably wasn't much of a challenge for him to pass the bar exam. Jeffrey Thayer is also the self-appointed "High Priest" of the "Old Culdee Church," a corporation sole, and in his capacity of "High Priest" he uses the name "Geoffrey Craig benRichard barAbba."

A great many other people have attended his seminars and are now promoting the corporation sole, as well; and some, like Jeffrey Thayer, have gotten rich in the process.

Though a great deal of the corporation sole information and philosophy originated with Jeffrey Thayer, most corporation sole promoters will deny they even know Jeffrey Thayer. Corporation sole peddlers generally wish to claim some original thought. Yet, by virtue of the absurd legal theories they espouse, no corporation sole peddler is a competent or original legal researcher. With the exception of Jeffrey Thayer, no corporation sole peddler has demonstrated the slightest bit of original thought. All their materials are simply plagiarized from others. Indeed, a spirit of thievery is pervasive among corporation sole peddlers, and not only have they plagiarized from Jeffrey Thayer, they've even plagiarized from those who in no way endorse the corporation sole.

One such plagiarist is Elizabeth Gardner of Beth-El Aram Ministries (also known as Bethel Aram Ministries and Beth Aram Ministries). Elizabeth Gardner has the distinction of being a pupil of Jeffrey Thayer. Elizabeth Gardner plagiarizes not only from Jeffrey Thayer, she has also plagiarized from me! Elizabeth Gardner used, without permission and without any attribution whatsoever, some ten pages of my book, The Modern Church: Divine Institution Or Counterfeit? (1993) in her publication, Corporation Sole vs. 501(c)(3) Corporation. When I confronted Elizabeth Gardner and her husband Ric Gardner over the matter, she denied doing anything inappropriate. And since she wouldn't admit to being a plagiarist, she also wouldn't agree to cease using my writings, nor would she agree to compensate me or give me any credit. Not only is Elizabeth Gardner a thief, she stole my writings in order to promote an agenda that I am wholly unsupportive of.


Overview Of The Book:

The Corporation Sole, It's History, Significance and Creation is an 8.5 x 11-inch format book of almost 400 pages. One would suppose such a lengthy work would go into great detail on the subject of the corporation sole. However, less than 10% of the book has anything at all to do with the corporation sole. While not offering much to go on in defense of the corporation sole, Thayer still offers up far more than any of the other corporation sole promoters.

In terms of sheer bulk, the book seems far more intended to push Thayer's eclectic mix of Christianity, Judaism, Kabbalah, New Age and Mysticism. One's religion does have a direct impact on one's worldview. We all have biases, and our biases will dramatically impact our agenda and our objectivity. Genuine Christians should be wary, particularly in matters of the church of Jesus Christ, of relying upon those whose worldview is unbiblical or syncretistic.

What little direct discussion Jeffrey Thayer makes on the corporation sole often includes arcane history, and particularly British history of both the crown and the Anglican Church. However, Jeffrey Thayer frequently implies that this arcane English history has some direct bearing on American Jurisprudence when, in point of fact, as it applies to the corporation sole in America, such history has no application at all. It's for good reason that Jeffrey Thayer makes no specific mention of how the corporation sole historically arrived in the American Colonies from England. Instead, he chooses to avoid altogether the most important of all corporation sole history, a history which would serve to only undermine his misguided historical theories.

While it is true that English common law formed the basis of American jurisprudence, there are many aspects of English common law which were never embraced. For example, virtually none of the English common law and ecclesiastical law traditions specific to the corporation sole were ever carried over into American jurisprudence. In point of fact, even in England, many of the legal attributes once enjoyed by the corporation sole have been completely abolished under English jurisprudence.

Jeffrey Thayer is not an historian, and so it should not surprise anyone that his historical theories are so gravely flawed. What is surprising is that he could have graduated from law school, and passed the California bar exam, and still be incapable of competently interpreting law. What little case law and statute law Jeffrey Thayer brings forth on the corporation sole usually does nothing to support his legal assertions. In point of fact, what he does cite quite often contradicts his assertions. This legal review will serve to substantiate that.



At page 90 Jeffrey Thayer asserts that one can avoid having a corporation sole be treated as a State entity by including a "pre-article history of the office" in the articles of incorporation, a corporation sole would not be legally deemed a nonprofit corporation:

Many states in the United States recognize corporations sole in two significant ways. In the first instance, states acknowledge the office as prior existing, provided the articles of incorporation are drafted so as to provide the pre-article history of the office. In the second instance, states recognize a newly created corporation sole by the simple filing of articles of incorporation. In this latter instance, the articles do not reference any pre-incorporation history of the office, as indeed none exists.

Thayer provides no citations for this theory for, indeed, there are no citations that exist. Like so much of Jeffrey Thayer's other assertions, it's based upon nothing but wishful thinking. He continues:

The drafter of a corporation sole must be very careful to decide upon and only utilize articles of incorporation which accurately portray whether the corporation sole is of the first or the second type described above. The recently state-created statutory words: "non-profit" and "not-for-profit" merely describe the second type of corporation sole, but never the first type, since the existence of the first type of corporations sole described pre-dates the existence of not only the states, but their legislatures, their statutes and their definitions.

Geoffrey Craig benRichard barAbba operates through "Office Of The High Priest After The Order Of Melchizedek Of The Old Culdee Church, And His Successors, A Corporation Sole." Apparently, the State Of Nevada doesn't buy Thayer's "pre-article history of the office" theory, because his corporation sole is registered in Nevada as a "nonprofit corporation."

Jeffrey Thayer claims that a corporation sole is something altogether different from a corporation aggregate and that, unlike the corporation aggregate, the corporation sole is not "a creature of the state," subject to state control and jurisdiction. Thayer states in his materials:

The best modern description of a corporation sole is found in the 1983 California appellate decision: County of San Luis Obispo vs. Delmar Ashurst 146 Cal. App. 3d 380, 194 Cal. Rptr. 5. [See also Santillan v. Moses 1 Cal. 92 (1850); Archbiship v. Shipman 79 Cal. 288 (1850).

It is immediately problematic that Jeffrey Thayer relies upon Ashurst as being "the best modern description of a corporation sole" (although I would not argue that this is probably the best he can hope to offer). In Ashurst, the court states:

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.)

It is clear from Ashurst that the State "regulates" all corporations sole (as organized in California), not unlike all other corporations, and that they are "creations" of the state, and that there are no exceptions:

10000. The provisions of this part apply to all corporations sole organized either before or after March 30, 1878.

The so-called privileges and benefits, as well as the duties and obligations of the corporate sole, according to California statutes, read remarkable like those applicable to corporations aggregate (e.g. non-profits and charitable religious corps., etc.), or as Thayer calls them "normal corporations." Thayer asserts:

A corporation sole is Not an Entity, but is a Perpetual Office.

In perhaps another place and another time (e.g. the old Anglican Church of England) it might have been successfully argued that "a corporation sole is not an entity." However, one cannot rely upon state statutes in America (e.g. Calif. Corp. Code) to support such a notion, as these statutes would only demonstrate the opposite. Though the statute, through inference, acknowledges the "perpetual office" of a corporate sole, it also clearly lays out all the indicia of an entity formed and regulated by State statute, and under State jurisdiction.

One should look to the language of the statutes governing corporations sole to determine if they describe an entity governable by the state. The mere fact that the corporation sole is specifically listed is very telling in itself, since state statutes are written only in respect to those things or persons which the state has jurisdiction over to begin with. Jeffrey Thayer asserts:

17 States acknowledge corporations sole by statute, 9 by private, and the balance recognize a corporation sole formed in another state under the doctrine of comity.

More than merely "acknowledge corporations sole", state statutes govern the establishment, management, and dissolution of such corporations. In the context of churches and Christian ministries, it is generally not a positive attribute to have statutory "acknowledgment" (i.e. "legal recognition"). Moreover, these statutes proffer a great deal more than mere "acknowledgment." Jeffrey Thayer claims:

Hence, it is generally not subject to suit and judgment, in comparison to regular corporations...

Yet, notice what the statute says:

10007. Every corporation sole may:
(a) Sue and be sued...

Suing and being sued is one of the first and most important legal attributes of all corporations, whether aggregate or sole. Jeffrey Thayer also claims:

There is no State Supervision or Visitation Over the Management of a corporation sole unlike a 501(c)(3) non-profit corporations or foundation which is subject to continual supervisory visitation and control.

Yet, note that the California Corporate Code states something quite contrary to this:

10009. Any judge of the superior court in the county in which a corporation sole has its principal office shall at all times have access to the books of the corporation.

In the Ashurst case, the court states:

The County does not contest the validity of the creation of the corporation sole Roandoak of God by Delmar Ashurst and no defect therein is apparent from the record.

The reason the court found no defect, and that the county didn't challenge the validity of the corporation sole known as "Roandoak Of God," is because Ashurst complied fully with all state statutes. Just like any other religious non-profit corporation, forming a corporation sole requires that:

10005. The articles shall be signed and verified by the... presiding officer forming the corporation and shall be submitted to the Secretary of State for filing in his office. If they conform to law he shall file them and endorse the date of filing thereon.

The Articles filed must also, just like any other corporation, comport with the form and content required by statute (§ 10003). In substance, the process of forming a corporation sole is quite the same as forming a religious non-profit corporation. Both must ask permission of the State for their existence.

Furthermore, dissolution of the corporation sole, just like the non-profit corporation, requires the permission of the State, and may only be carried out after the "chief officer" of the corporation files a declaration of dissolution, the form of which must comport with state statute (§10013). Moreover:

10015. After the debts and obligations of the corporation are paid or adequately provided for, any assets remaining shall be transferred to the religious organization governed by the corporation sole, or to trustees in its behalf, or disposed of as may be decreed by the superior court of the county in which the dissolved corporation had its principal office upon petition therefor by the Attorney General or any person connnected with the organization.

This language is especially telling, in terms of what ultimately controls the disposition of the assets of the corporation sole--it is the state. If the court may appoint a receiver subsequent to receiving application for voluntary dissolution, and "upon petition therefor by the Attorney General or any person connnected with the organization," it stands to reason that the same may be accomplished under involuntary dissolution, or no dissolution at all, merely based upon the complaint of "any person connnected with the organization." An allegation of fiduciary malfeasance is likely all that would be necessary. It is, therefore, invalid to hold that the government has no jurisdiction over the corporation sole.

Jeffrey Thayer makes mention of Washington state statutes pursuant to corporations sole, such as RCW 24-12, et seq. These statutes are fundamentally the same as California's, including provisions to "sue and be sued (§ 24.23.020), as well as their having "all the rights and powers prescribed in the case of corporations aggregate, and all the privileges provided by law for religious corporations" (§ 24.12.010), and "such corporation shall be entitled to the privileges and subject to the duties, liabilities and provisions in this title expressed" (§ 24.12.040). Washington state makes abundantly clear what should already be obvious, when comparing corporations sole with any other corporation:

24.12.030 Articles of incorporation shall be filed in like manner as provided by law for corporations aggragate...

Washington state makes few, if any, substantive legal distinctions between the corporation sole and (to use Jeffrey Thayer's terminology) "regular corporations." It is, therefore, problematic for Jeffrey Thayer to rely upon the RCW for legal support and authority in distinguishing corporations sole from corporations aggregate. For all intents and purposes, it is a difference without a distinction.

Jeffrey Thayer also asserts:

Federal cases recognizing a corporation sole include Terrett v. Taylor 13 U.S. (9 Cranch) 43, 46 (1815); Town of Pawlett v. Clark 13 U.S. (9 Cranch) 292 (1815), W. Trinidad v. Sagrada Orden de Predicadores 263 U.S. 459 (1924) Northwestern University v. People 99 U.S. 387 (1878).

In Sagrada, the Court granted "certiorari to a judgment of the Supreme Court of the Philippines affirming a judgment for the respondent in its action to recover money paid under protest as a tax on income." Cert can only be granted where the Court has jurisdiction to hear the case. Jurisdiction was acknowledged because the Philippines was a territory of the U.S. government (1898-1935), and because "the plaintiff is a corporation sole constituted under sections 154 to 164 of Act No. 1459 of the Philippine Commission." The said "Sacred Order" relied upon Philippine statutes for its authority to organize and, as such, was subject to its courts. Nothing can be concluded from this case which would support any of Jeffrey Thayer's assertions, other than the Court properly applied the doctrine of comity and assumed jurisdiction over a State-created legal entity.

The Northwestern University is not a case involving a corporation sole. There is also no mention anywhere in the case of any corporation sole. Furthermore, the university is a corporation created by legislative act, thereby making it a creature of the state. The Court states: "The university was incorporated by an act of the legislature of the State of Illinois, approved Jan. 28, 1851." In its opinion the Court states the case is a dispute between the university and Illinois state over, "certain property of the plaintiff was liable to taxation, which was resisted, on the ground that it was exempt by a legislative contract." Why the case is included as an example of "Federal cases recognizing a corporation sole" is in no way apparent.

Likewise, the other cases cited by Jeffrey Thayer do nothing to substantiate his claims.



Who then is the sovereign of the corporation sole? The answer is quite the same regarding who is the sovereign of the corporation aggregate--the State, not Jesus Christ.

It is important to note that Jeffrey Thayer has personally received this brief, and has yet to respond, point by point, to the legal issues and problems raised herein. I've challenged him to defend his assertions; but the silence is deafening. It is this legal researcher's opinion that the reason there has been no direct response is that my arguments here simply cannot be defeated. Thayer's beliefs are completely unsupportable.

Several other corporation sole promoters have replied to this brief, but have never provided in writing any law (cases, statutes, or just even law reports or legal reviews from competent researchers) to support their "beliefs." One of their common strategies is to allege something like, "Well all those things appear true in California or Washington, but what about Nevada? What about Utah? What about Oregon?" I've personally reviewed the corporation sole statutes of every state that permits the formation of the corporation sole. While there is some variance state to state in corporate sole statutes, the differences are trivial and inconsequential.

Jeffrey Thayer has at least put his findings and opinions in writing, including citations, which demonstrates that he is capable of research (whether his research leads to logical and legally supportable conclusions is altogether something else). Other corporation sole promoters should at least have the integrity to document their alleged "research" in the same way. Unfortunately, all they generally produce is marketing material hyping the so-called “benefits” of the corporation sole, all based upon personal theories, speculation, and wishful thinking rather than credible research. I welcome any promoters of the corporation sole to more fully develop their position and submit it to me in writing.


Editor's Note: Mr. Kershaw is a best-selling author, legal researcher, historian and founder of Heal Our Land Ministries. Send $25.00 to:

Heal Our Land Ministries
1440 State Hwy. 248, Suite Q262
Branson, Missouri 65616

to receive a copy of In Caesar's Grip, a clear and intelligible book on the legal and theological ramifications of church incorporation and 501c3. Or send a self-addressed stamped envelope, for more information on his publications and videos. Or check out the web site:

Mr. Kershaw's video series from his Unlicensed Church Conference is especially helpful to those pastors and ministers seeking to unlicense their incorporated 501c3 and establish free-churches and free-ministries.

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