What is so Special about
a Delaware Corporation?

Article written by an
unknown Law Specialist
Church Business and Maritime Law
Roots and Origin of the Corporate System

Original Article as posted here on the Internet
by Ruben benAbraham.
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dealing with this same Subject elsewhere
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Delaware Division of Corporations
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Corporation not doing Business in that State.
Extensive Law easily interpreted.

Information on Delaware Corporate Law
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Delaware Incorporation Definition of Terms
Delaware Registered Agent, Certificate of Incorporation,
Incorporators, Director Information, Foreign Corporation
and many other topics related to Delaware Corporations.

Delaware Incorporation Process & Procedure.
Forming a Delaware Corporation - Corporate Name,
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Seal, Stock Certificates, how to incorporate in Delaware,
virtually every Term of Corporation Formation explained.

(Mike O'Sullivan 10.13.03)
California Companies Incorporate in Delaware
attracted by an efficient court system and administration
of the most predictable and most extensive corporate law
anywhere. Delaware Incorporation is advantageous.


Article written by an unknown Law Specialist:
Published in the news letter of "Pastor J"  Dec. 2004,
a report from an Attorney, hereinafter referred to as "Attorney B":

The first reference in history to corporations was in 2083 B.C., and was the law in the Mesopotamia part of Asia minor. Roman civil law brought about the development of various corporations. During the time of the Roman empire, the concept evolved that a corporation could only come into existence at the creative touch of the sovereign. With his approval comes a certain amount of control. Interestingly, there were two offshoots of Roman civil law. They were canon law, and what we know today as modern civil law. Canon law deals with Ecclesiastical properties - church properties.
Canon law gave rise to two types of corporations. The first one was a "corporation sole". That was composed of one person such as a bishop or another type of a cleric. The second one was a "corporation aggregate" - composed of many people. In the early 13th century Pope Innocent IV developed the concept of a corporation as a "persona ficta", - a fictitious person - or an artificial person, that was created and controlled by papal authority. This led to the legal separation of an artificial person - a "corporation" from a natural person - a human being.
This also leads to something that's very interesting, and that's the fact that you cannot use the definition of common everyday English language when you're talking about something that is legal - a legal document - a legal entity. In everyday, common language you and I are "persons". That is not the case in law. If you go to a legal dictionary and look up the word "person" or "individual", you'll find the definition - "a corporation", "partnership", etc. If you go to a large legal dictionary and look up the word "individual", it will say "See person". If you go to the word "person", it will tell you that it's a "corporation", etc.
So, when we talk about a "person" in law or in a legal document, be advised that it is probably not referring to a human being, unless it says "natural person", or "private person".
About the same time that corporation law was developing, there was another body of law that was also developing. It was called the "Lex Murcetoria", or the "law merchant". This law trumped local law. It set aside local law. It drew upon principles from both Roman Catholic Canon law and Roman civil law. On the European continent the "law merchant" became known as "commercial law". We know it today in this country as the "Uniform Commercial Code".
Civil law, the dominant law of the European continent, evolved from the unifying influence of Roman law. Under this system of law {also known as "inquisitorial law"} you are presumed guilty until proven innocent. This is the exact opposite of the "common law", which had its origins in England, where you were presumed innocent until proven guilty.
England {by the 14th century} developed the concept of "charitable corporations". By the reign of King James I, England had adopted the old Roman and papal theory that a corporation can only be created by the proper authority. The state was justified in regulating and controlling the corporations.
Civil law is the basic law of the Roman empire. Canon law is the basic law of the Holy Roman empire - {the church run state}. At the same time, "merchant law" was developing out of Babylonian law. It borrowed some concepts from Roman civil law and Roman Catholic canon law. Because the ancient law of commerce involved seagoing vessels, merchant law developed into what we call today maritime law, known as the law of the sea.
Under Maritime law during a voyage, the Captain's word was the absolute final law. He was the authority. In history, the great awakening of the Protestant Reformation started a change away from some of this law. Today in this country, a corporation is considered to be a creature of the state in which it is incorporated. The state law governs every facet of that corporation's existence. So a corporation is a "person" under the law.
The rights of a corporation differ from the rights of a natural person. Under the first amendment, the corporation does not have the same rights as a natural person. It does not have the same protection. Under the First Amendment a corporation only has a limited freedom of speech. The Corporation does not have a Fifth Amendment privilege against self-incrimination. Corporations do not have the same rights against search and seizure as a human being does. They have some rights, but they are very narrowly defined.
Corporations are also subject to the "doctrine of visitation". This means that the state is a silent third partner in any corporation formed - no matter what kind of corporation it is - [including a church.] Visitation gives the state the right to supervise and control every facet of that corporation's operations. They can correct anything that they think is an abuse, and they can nullify all irregular proceedings. It is the state that determines what the irregular proceedings are, not the corporate board.
The corporation must justify its behavior to the state by certain reporting requirements. If it cannot justify it, the state will simply direct the state's attorney to file a suit against the corporation, and obtain an injunction against it. If an injunction against the corporation is obtained, and the corporation refuses to follow the courts dictates in that injunction, the attorney general of the state merely files a suit to dissolve the corporation. If the suit is filed and the corporation is dissolved, guess who is in charge of giving away, or of taking control of the assets of the corporation? The court!
If a 501 (c)(3) organization is a religious organization, and they preach something that is not approved of, {such as end-time scenarios, or take a stance against the NWO}, that 501(c)(3) corporation might be getting a visit from some federal authorities [similar to Hitler's Gestapo]. If they don't fall into line, they might find themselves in the same position as the Christian Church in Philadelphia, [which was dissolved in 1992 for taking a stance against a womanizing, drug dealing, Jesuit trained murderer who was running for office that year]. That is, that corporation will cease to exist.
Having a 501 (c)(3) status means that in addition to the right of visitation that the state has, the IRS now has the same right of visitation. The IRS also has the right to supervise and control every single facet of that corporation.
In 1983 a small Baptist church in Nebraska decided that they would start a church school. They wanted to educate the children in the congregation in their brand of religion as well as reading, writing, and arithmetic, and they wanted to choose the teachers. So they did. The state of Nebraska found out about it, and told the pastor and his church to cease and desist, or to hire teachers licensed by the state. The church did neither one, and one morning as the teachers and students arrived at the church, the doors were chained shut. The pastor was arrested, and the state of Nebraska sued. After the attorney general gave his opening remarks, the judge looked at pastor Sullivan, and said, "Pastor, do you have anything to say?"
Pastor Sullivan stood up and said "Yes, your Honor, the Constitution of the United States gives my church the right to freedom of religious speech, religious assembly, and worship".
The judge looked at him and said, "Pastor Sullivan, is your church incorporated?"
Pastor Sullivan: "Yes your Honor, it is".
Judge: "Pastor Sullivan, you sit down, and you shut xx. You mention the Constitution one more time in my court and I will hold you in contempt. When your organization became incorporated, it contracted away every constitutional right you thought it had!"
Attorney B: "Pastor Sullivan said that it was like someone had hit him in the face with a wet towel". He sat down, knowing that the judge was 100% correct. Later, the judge came to Pastor Sullivan and held up a piece of paper. On that piece of paper was the first page of the lawsuit. It said, "The state of Nebraska, a corporation, vs. Faith Baptist Church, Incorporated {Inc.}. [The state is a corporation itself.]
The judge said, "Pastor Sullivan, what does this piece of paper say?"
Pastor Sullivan looked at it. Now he was educated. He said, "It says that there is a corporation suing a corporation".
The judge said, "You're right. And since there is a corporation suing a corporation, you have no constitutional rights. This is a commercial case, and corporate law applies".
Attorney B: Do you understand these applications? Lets look at it from another standpoint - - Miami Florida - - March 13-16, 2000. I have in my possession a complete transcript of that trial. It's almost the thickness of this study Bible. On the first page of this transcript you find these words "General Conference Corporation of Seventh-day Adventists vs. Eternal Gospel Church of Laymen Seventh-day Adventist... , Incorporated."
Now, just like the judge asked Pastor Sullivan, what does that first page say? It says that we have a corporation suing a corporation. What type of lawsuit was this? It was nothing more than whether the corporation being sued was infringing on the trademark of the corporation bringing the suit. Corporations deal in commerce [business]. A trademark [or service-mark] is a distinctive "mark" that identifies the origin of the [service, or] product produced by the corporation.
So, we've got two "commercial" entities in court. Nobody came into the courtroom and told the judge that he represented the General Conference and said that they were not a corporation. No one stood up and said "Your Honor, I represent the Eternal Gospel church, and we are not a corporation".
The court determined that the Eternal Gospel Church was infringing upon the trademark of the General Conference Corporation.
Did either of the two corporations have a First Amendment right to freedom of religious speech, assembly, or worship? They did not. At this point two Bible texts come to mind. The first one is Genesis 3:1. "Now the serpent was more subtle than any beast of the field which the LORD God had made". The second one is Hosea 4:6. "My people are destroyed for lack of knowledge". In this great controversy being played out on this planet, there are only two sides - right and wrong, good and evil, Christ and Satan. [Most of the time, 501 (c)(3) religious organizations exercise freedom of religion, speech, worship, and assembly, and are not bothered by anyone. But "laws manufactured by satanic agencies under the plea of goodness" {Mar. 195} are in place to stop them from doing so whenever agents of Rome see fit.] Could it be that the subtle characteristic of the serpent is an ability to confuse and twist with such finesse that it takes an extra measure of knowledge to realize that every religious organization that operates as a 501 (c)(3) corporation has no constitutional right to freedom of religion, speech, worship, and assembly?
In the trial, the General Conference Corporation asked the judge to base any decision that had a constitutional element in it on the "Smith 2" case. The "Smith 2" case was a 1990 Supreme Court decision that said that a neutral and generally applicable law not regulating a religious practice, did not infringe on any first amendment rights. Since a trademark was a neutral and generally applicable law, with no religious issue involved, the First Amendment did not play a role in this lawsuit.
On April 27 the judge gave his order in the trademark infringement lawsuit. Judge King based his order on commercial law. He judged in every point against the Eternal Gospel Church of Seventh-day Adventist Inc. In the ruling, Judge King said "The court finds that enforcement of plaintiffs trademark rights will not violate any constitutional rights of the defendants".
Is there anything in this ruling that is surprising? No. Earlier, I spoke about a tie-in between commercial law, maritime law, and Roman Catholic canon law. [Listen closely -]
In the United States, for a federal law to be enforced, there have to be regulations printed in the "Code of Federal Regulations" implementing the federal law. But charitable corporation law is not found there. It's found in 46 code of regulations, part 502. And what is that? That's the Federal Maritime commission's rules of practice and procedure. In other words a 501(c)(3) corporation is not even regulated by normal corporate law. It's regulated by the law of the sea, which sets up the rules for searches, seizures, confiscation of goods, and absolute authority of the captain.
When a 501 (c)(3) corporation is in court, guess who holds the place of the captain of the ship? The judge. This makes the court a maritime court! In other words a 501(c)(3) corporation is judged by the law of the sea! Its roots go back to Roman Catholic canon law.
Constitutional law is the law of the land, not the law the sea. So in a maritime court, Constitutional law has no merit or effect on the outcome. But these freedoms are always given lip service - [like in Nazi Germany, and like it has been given in communist countries]. Why? Because the serpent was more subtle than any beast of the field which the Lord God had made. It's important to realize that God gave us a law book called the Bible. This Bible was the basis for the founding law of this country.
I'm an attorney, but it is no great leap of logic to know that a 501 (c)(3) corporation has sold its divine birthright for a mess of pottage. Revelation 18:11-19 tells of the time when a system of commerce - "that great city" known as "Babylon the Great" will be "cast down", and all the merchant men and sailors will weep and wail because they can make money [from her] no more.
But the story hasn't ended yet. Something else happened on April 27, 2000 besides Judge King giving his ruling in the trademark lawsuit case. Does anybody know what happened? On the same day that the judge made his ruling, a letter was mailed to three Seventh-day Adventist ministries - [two in the US, and one in Australia.] These were the three ministries which supplied "expert witnesses" for the Eternal Gospel Church in the lawsuit case. Attached to the letter was a six page report about these three ministries. I have a copy of it here. This report was also printed in the Adventist Review of August 2000.
The six-page report that was reprinted in the Adventist Review does not read the same as the one attached to the letter to the three ministries. They have the same identical words, but they do not read the same. What's going on? - You see, in law, you have words, and words have legal meanings. In law, every capital letter, every lowercase letter, every "and", "or", or "but", has tremendous meaning. If you do not know how to read a law document, you do not know what the document says.
The six page document that was attached to the April 27 letter to the three ministries was a "legal" demand letter. It told them what they were doing wrong, what they had to do to correct it, and what would happen to them if they did not correct it. But the report in the Adventist Review reads like a report from a group of preachers concerned with brotherly love. What is the difference? If you understand law, you know that there is every difference in the world. In the report in the Adventist Review, the word "church" was not capitalized. In the report to the three ministries, the word "Church" was capitalized. In law, when you have a generic term like "church" which is capitalized, it refers to a "corporation". If that word is not capitalized, it does not refer to a corporation. [As far as is known, this threat was not carried out because of the results that would have followed from thousands of faithful church members around the world. God is in control.]

I hold the proof here in my hand that says that the General Conference Corporation knows that their "corporation" is not the church that Ellen White talks about. They prove it by saying that it's a corporation, [and by the way it acts], and Mrs. White refers to God's church as a group of His people gathered together where the Spirit of God is present. What is it alone on this earth which constitutes a church in God's mind? The presence of God. [We see this in Upward Look, p. 315.]

In a letter from Pope John Paul II concerning the jubilee year, every time the word "Church" is found, it is capitalized. Why? Because the Catholic Church is a "corporation sole".
I know that there are very good people in all of these religious corporations. It's time to put your faith in God. I hope that people will realize the severity of the situation. We need to pray for the eye-salve, that we may come out of our Laodicean lethargy, that we may stand as we should stand, as true witnesses for God.

So ends the message of this SDA attorney.


Development of modern commercial corporations:
Early corporations of the commercial sort were formed under frameworks set up by governments of states to undertake tasks which appeared too risky or too expensive for individuals or governments to embark upon. The alleged oldest commercial corporation in the world, the Stora Kopparberg mining community in Falun, Sweden, obtained a charter from King Magnus Eriksson in 1347. Many European nations chartered corporations to lead colonial ventures, such as the Dutch East India Company, and these corporations came to play a large part in the history of corporate colonialism.

In the United States, government chartering began to fall out of vogue in the mid-1800s. Corporate law at the time was focussed on protection of the public interest, and not on the interests of corporate shareholders. Corporate charters were closely regulated by the states. Forming a corporation usually required an act of legislature. Investors generally had to be given an equal say in corporate governance, and corporations were required to comply with the purposes expressed in their charters. Many private firms in the 19th century avoided the corporate model for these reasons (Andrew Carnegie formed his steel operation as a limited partnership, and John D. Rockefeller set up Standard Oil as a trust). Eventually, state governments began to realize the greater corporate registration revenues available by providing more permissive corporate laws. New Jersey was the first state to adopt an "enabling" corporate law, with the goal of attracting more business to the state. Delaware followed, and soon became known as the most corporation-friendly state in the country; even today, most major public corporations are set up under Delaware law.

The 20th century saw a proliferation of enabling law across the world, which some argue helped to drive economic booms in many countries before and after World War I (the advantage to the overall economy of enabling laws must, however, be viewed in light of the success of Carnegie Steel and Standard Oil, the economic stimulus of the war, the flourishing of the automotive sector, and other major economic drivers). Starting in the 1980s, many countries with large state-owned corporations moved toward privatization, the selling of publicly-owned services and enterprises to private, normally corporate, ownership. Deregulation - reducing the public-interest regulation of corporate activity - often accompanied privatization as part of an ideologically laissez-faire policy. Another major postwar shift was toward development of conglomerates, in which large corporations purchased smaller corporations to expand their industrial base. Japanese firms developed a horizontal conglomeration model, the keiretsu, which was later duplicated in other countries as well. While corporate efficiency (and profitability) skyrocketed, small shareholder control was diminished and directors of corporations assumed greater control over business, contributing in part to the hostile takeover movement of the 1980s and the accounting scandals that brought down Enron and WorldCom following the turn of the century.

More recent corporate developments include downsizing, contracting-out or out-sourcing, off-shoring and scoping down activities to core business, as information technology, global trade regimes, and cheap fossil fuels enable corporations to reduce and externalize labour costs, transportation costs and transaction costs, and thereby maximize profits.

For a history of corporations that is "pro-corporate", see John Micklethwait and Adrian Wooldridge, The Company: a Short History of a Revolutionary Idea (New York: Modern Library, 2003). For a history of corporations that is "critical", see Joel Bakan, The Corporation. The pathological pursuit of profit and power (Toronto: Viking Canada, 2004).


[Why Incorporate in Delaware?]
[Delaware State Corporation Information]
[Information on Delaware Corporate Law]
[Delaware Incorporation Definition of Terms]
[Delaware Corporation Formation Time Frame]
[Delaware Incorporation Process & Procedure]
[California Companies Incorporate in Delaware]


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