A corporation sole is one consisting of one person only, and his successors in

some .particular station, who are incorporated by law in order to give them some legal
capacities and advantages, particularly that of perpetuity, which in their natural persons
they could not have had. In this sense, the sovereign in England is a solecorporation, so is a
bishop, so are some deans distinct from their several chapters, and so is every parson and
vicar. 3 Steph. Comm. 168. 169; 2 Kent, Comm. 273. Warner v. Beers, 23 Wend. (N. Y.) 172;
Codd v. Itathbone. 19 N. Y. 39; First Parish v. Dunning, 7 Mass. 447. A corporation
aggregate is one composed of a number of individuals vested with corporate powers; and a
corporation, as the word is used in general popular and legal speech, and as defined at the
head
of
this
title,
means
a
corporation
aggregate.
Law Dictionary: What is AGGREGATE AND SOLE? definition of AGGREGATE AND SOLE
(Black's Law Dictionary)

As one of the more common types of corporation, the aggregate corporation is a body of individuals who
have united under a common business name with the purpose of conducting a specific type of business
enterprise. One of the distinguishing marks of the aggregate corporation has to do with the establishment
of a clear line of succession with the ranks of the officers of the company. Along with this line of
succession is a great deal of control vested in the person who currently occupies the first position in the
line of succession. Here is some information about aggregate corporations, and how this process works.
One thing to understand is that an aggregate corporation can be formed as a public corporationor a
private one. All that is required is that there be more than one investor associated with the corporation. It
should be noted that an organization that was composed of a group of family members as investors is
generally not held to be an aggregate corporation. For legal and practical purposes, four investors who
were part of the same immediate family would be counted as a sole investor, and the company would be
considered a sole organization rather than an aggregate one

A corporation sole is a legal entity consisting of a single ("sole") incorporated office, occupied by a
single ("sole") person. A corporation sole is one of two types of corporation, the other being a corporation
aggregate.[1][2] This allows corporations (often religious corporations or Commonwealth governments) to
pass without interval in time from one office holder to the next successor-in-office, giving the positions
legal continuity with subsequent office holders having identical powers to their predecessors.
Contents
[hide]

1 Ecclesiastical origins

2 Secular application

3 Corporations sole in the United Kingdom

4 Corporations sole elsewhere

5 See also

6 References

Ecclesiastical origins[edit]
Most corporations sole are church-related (for example, the Archbishop of Canterbury[3]), but some
political offices of the United Kingdom, Canada, and the United States are also corporations sole. In
the United Kingdom, for example, many of the Secretaries of State are corporations sole.[4] In contrast to a
corporation sole, a corporation aggregateconsists of two or more persons, typically run by a board of
directors. Another difference is that corporations aggregate may have owners or stockholders, neither of
which are a feature of a corporation sole.
The concept of corporation sole originated as a means for orderly transfer of ecclesiastical property,
serving to keep the title within the denomination or religious society. In order to keep the religious property
from being treated as the estate of the vicar of the church, the property was titled to the office of the
corporation sole. In the case of the Roman Catholic Church, ecclesiastical property is usually titled to
the diocesan bishop, who serves in the office of the corporation sole.
The Roman Catholic Church continues to use corporations sole in holding titles of property: as recently as
2002, it split a diocese in the US state of California into many smaller corporations sole and with
each parish priest becoming his own corporation sole, thus limiting the diocese's liability. This is, however,
not the case worldwide, and legal application varies from country to country. In the jurisdictions
of England and Wales, Scotland, Northern Ireland, and the Republic of Ireland, a Roman Catholic bishop
is not a corporation sole and real property is held by way of land trusts. This position is largely due to
the suppression of Roman Catholicism which began in England with Henry VIII and the
successful English Reformation, and began later in Ireland with the Penal Laws.
The Church of Jesus Christ of Latter-day Saints (LDS Church) also uses the corporation sole form for its
president, which is legally listed as "The Corporation of the President of the Church of Jesus Christ of
Latter-day Saints".
The form of a corporation sole form can serve the needs of a very small church or religious society as well
as a large diocese. By reducing the complexity of the organization to a single office and its holder, the
need for by-laws is eliminated and the pastor of the church or overseer of the society is then not obliged
to deal with a board of directors.
Iglesia ni Cristo was registered as corporation sole in SEC in the Philippines in [Link] in
China,they are registered as corporation sole in 2014.

A subsidiary, subsidiary company, or daughter company,[1] is a company that is owned or controlled

by another company.[2] The subsidiary can be a company, corporation, or limited liability company. In
some cases it is a government or state-owned enterprise. The controlling entity is called its parent
company, parent, or holding company.
In the United States railroad industry, an operating subsidiary is a company that is a subsidiary but
operates with its own identity, locomotives and rolling stock. In contrast, anon-operating
subsidiary would exist on paper only (i.e., stocks, bonds, articles of incorporation) and would use the
identity and rolling stock of the parent company.
Subsidiaries are a common feature of business life, and all multinational corporations organize their
operations in this way.[3] Examples include holding companies such asBerkshire Hathaway,[4] Time Warner,
or Citigroup; as well as more focused companies such as IBM or Xerox. These, and others, organize their
businesses into national and functional subsidiaries, often with multiple levels of subsidiaries.
Subsidiaries are separate, distinct legal entities for the purposes of taxation, regulation, and liability. For
this reason, they differ from divisions, which are businesses fully integrated within the main company, and
not legally or otherwise distinct from it.[5] In other words, a subsidiary can sue and be sued separately from
its parent and its obligations will not normally be the obligations of its parent. However, creditors of an
insolvent subsidiary may be able to obtain a judgment against the parent if they can pierce the corporate
veil and prove that the parent and subsidiary are mere alter egos of one another.
The most common way that control of a subsidiary is achieved, is through the ownership of shares in the
subsidiary by the parent. These shares give the parent the necessary votes to determine the composition
of the board of the subsidiary, and so exercise control. This gives rise to the common presumption that
50% plus one share is enough to create a subsidiary. There are, however, other ways that control can
come about, and the exact rules both as to what control is needed, and how it is achieved, can be
complex (see below). A subsidiary may itself have subsidiaries, and these, in turn, may have subsidiaries
of their own. A parent and all its subsidiaries together are called a "group", although this term can also
apply to cooperating companies and their subsidiaries with varying degrees of shared ownership.
A parent company does not have to be the larger or "more powerful" entity; it is possible for the parent
company to be smaller than a subsidiary, such as DanJaq, a closely held family company, which
controls Eon Productions, the large corporation which manages the James Bond franchise. Conversely,
the parent may be larger than some or all of its subsidiaries (if it has more than one), as the relationship is
defined by control of ownership shares, not numbers of employees.
The parent and the subsidiary do not necessarily have to operate in the same locations, or operate the
same businesses, but it is not only also possible that they could conceivably be competitors in the
marketplace, but such arrangements happen frequently at the end of a hostile takeover or voluntary

merger. Also, because a parent company and a subsidiary are separate entities, it is entirely possible for
one of them to be involved in legal proceedings, bankruptcy, tax delinquency, indictment, and/or under

De facto corporation and corporation by estoppel are both terms that are used by courts in
most common law jurisdictionsto describe circumstances in which a business organization that has failed
to become a de jure corporation (a corporation by law) will nonetheless be treated as a corporation,
thereby shielding shareholders from liability.

De facto corporation[edit]
In order for a de facto corporation to be created, the following elements must exist:
1. There must be an incorporation statute that lays out the various requirements under which legal
incorporation can be accomplished;
2. There must have been a good faith attempt to comply with the statute by the intended
incorporators;
For example, if the articles of incorporation were mailed to the appropriate office, but addressed
to the wrong person, lost in the mail, or not filed by the corporation by the time the corporation
began acting in an official capacity.
3. There must have been an act made on the corporation's behalf by its purported officers or agents.
If all of these requirements are met, then the business will be treated as a corporation for all purposes,
except with respect to acts by the state itself. However, most states will not apply this doctrine to protect a
person who was aware that the incorporation effort was defective at the time that they purported to act on
behalf of the corporation.

Corporation by estoppel[edit]
Corporation by estoppel, on the other hand, applies against someone who operates a business as if it
were a limited liability entity or corporation, irrespective of whether there was a good faith effort by the
business to incorporate. The person doing business with such an entity, as if it were a limited liability
entity or corporation, may later be estopped from arguing that it is not in fact a limited liability entity, in an
attempt to reach the assets of the incorporators. For the same reason, defendants who had acted as a
corporation will be estopped from denying liability as a corporation when sued by a plaintiff who had relied
on the defendant's corporate form when dealing with the defendant.

Differences between de facto corporation and corporation

by estoppel[edit]

Both doctrines are applicable in the contract context but the estoppel concept typically does not apply
where tort liability is sought because knowledge of corporate existence is irrelevant to the commission of
tort. The harm caused by a tortious act normally does not depend on knowledge, or lack thereof, of a
corporation's existence.
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