[Rev. 11/21/2013 9:21:02
AM--2013]
CHAPTER 84 - CORPORATIONS SOLE
NRS 84.0063 Secretary
of State authorized to adopt certain regulations to allow corporation sole to
carry out powers and duties through most recent technology.
NRS 84.0065 Prohibition
against formation of new corporation sole; exception.
NRS 84.007 Form
required for filing of records.
NRS 84.008 Filing
of records written in language other than English.
NRS 84.009 Correction
of inaccurate or defective record filed with Secretary of State; cancellation
of filings.
NRS 84.010 Purpose.
NRS 84.015 Filing
fees; applicable law for miscellaneous fees.
NRS 84.020 Articles
of incorporation: Authority to amend.
NRS 84.030 Articles
of incorporation: Required provisions.
NRS 84.040 Continual
perpetual succession.
NRS 84.050 Powers.
NRS 84.060 Requirements
for deeds and instruments.
NRS 84.070 Evidence
of corporate existence.
NRS 84.080 Powers
and duties of successors in office.
NRS 84.110 Registered
agent required; applicable law regarding registered agent and registered
office; fees.
NRS 84.120 Resignation
of registered agent or termination of registration of commercial registered agent.
NRS 84.130 Defaulting
corporations: Identification; penalty.
NRS 84.140 Defaulting
corporations: Duties of Secretary of State; revocation of charter and
forfeiture of right to transact business.
NRS 84.150 Defaulting
corporations: Conditions and procedure for reinstatement.
_________
NRS 84.0063 Secretary of State authorized to adopt certain regulations to
allow corporation sole to carry out powers and duties through most recent
technology. The Secretary of State
may adopt regulations to define, for the purposes of certain provisions of this
chapter, the terms “meeting,” “writing,” “written” and other terms to allow a
corporation sole or other entity which is subject to the provisions of this
chapter to carry out its powers and duties as prescribed by this chapter
through the use of the most recent technology available including, without
limitation, the use of electronic communications, videoconferencing and
telecommunications.
(Added to NRS by 2011, 779)
NRS 84.0065 Prohibition against formation of new corporation sole;
exception.
1. Except as otherwise provided in
subsection 2, no new corporation sole may be formed in this State on or after
June 9, 2009. A corporation sole formed pursuant to this chapter before June 9,
2009, may continue in existence until the corporation is dissolved or its
charter is revoked. A corporation sole that has its charter revoked pursuant to
NRS 84.140 may be reinstated as provided in NRS 84.150.
2. Until July 1, 2011, an archbishop,
bishop, president, trustee in trust, president of stake, president of congregation,
overseer, presiding elder, district superintendent, other presiding officer or
member of the clergy of a church or religious society or denomination, who has
been chosen, elected or appointed in conformity with the constitution, canons,
rites, regulations or discipline of the church or religious society or
denomination, and in whom is vested the legal title to property held for the
purposes, use or benefit of the church or religious society or denomination,
may form a new corporation sole if such person:
(a) Is affiliated with and subordinate to the
authority of a superior corporation sole which is in good standing under the
laws of this State; and
(b) Provides a statement, executed under penalty
of perjury, by the presiding officer of the superior corporation sole attesting
to the affiliation and stating the name of the superior corporation sole, the
name and title of the presiding officer of the superior corporation sole and
the nature of the affiliation between the superior corporation sole and the subordinate
corporation sole.
(Added to NRS by 2009, 2834)
NRS 84.007 Form required for filing of records.
1. Each record filed with the Secretary of
State pursuant to this chapter must be on or accompanied by a form prescribed
by the Secretary of State.
2. The Secretary of State may refuse to
file a record which does not comply with subsection 1 or which does not contain
all the information required by statute for filing the record.
3. If the provisions of the form
prescribed by the Secretary of State conflict with the provisions of any record
that is submitted for filing with the form:
(a) The provisions of the form control for all
purposes with respect to the information that is required by statute to appear
in the record in order for the record to be filed; and
(b) Unless otherwise provided in the record, the
provisions of the record control in every other situation.
4. The Secretary of State may by
regulation provide for the electronic filing of records with the Office of the
Secretary of State.
(Added to NRS by 2003, 20th
Special Session, 56)
NRS 84.008 Filing of records written in language other than English. No record which is written in a language other
than English may be filed or submitted for filing in the Office of the
Secretary of State pursuant to the provisions of this chapter unless it is
accompanied by a verified translation of that record into the English language.
(Added to NRS by 1995, 1123; A 2003, 3133)—(Substituted
in revision for NRS 84.100)
NRS 84.009 Correction of inaccurate or defective record filed with
Secretary of State; cancellation of filings.
1. A corporation sole may correct a record
filed with the Office of the Secretary of State with respect to the corporation
sole if the record contains an inaccurate description of an action of the
corporation sole or if the record was defectively signed, attested, sealed,
verified or acknowledged.
2. To correct a record, the corporation
sole must:
(a) Prepare a certificate of correction which:
(1) States the name of the corporation
sole;
(2) Describes the record, including,
without limitation, its filing date;
(3) Specifies the inaccuracy or defect;
(4) Sets forth the inaccurate or defective
portion of the record in an accurate or corrected form; and
(5) Is signed by an archbishop, bishop,
president, trustee in trust, president of stake, president of congregation,
overseer, presiding elder, district superintendent or other presiding officer
or member of the clergy of a church, religious society or denomination, who has
been chosen, elected or appointed in conformity with the constitution, canons,
rites, regulations or discipline of the church, religious society or
denomination, and in whom is vested the legal title to the property held for
the purpose, use or benefit of the church or religious society or denomination
or by some other person specifically authorized by the corporation sole to sign
the certificate of correction.
(b) Deliver the certificate to the Secretary of
State for filing.
(c) Pay a filing fee of $25 to the Secretary of
State.
3. A certificate of correction is
effective on the effective date of the record it corrects except as to persons
relying on the uncorrected record and adversely affected by the correction. As
to those persons, the certificate is effective when filed.
4. If a corporation sole has made a filing
with the Secretary of State and the Secretary of State has not processed the
filing and placed the filing into the public record, the corporation sole may
cancel the filing by:
(a) Filing a statement of cancellation with the
Secretary of State; and
(b) Paying a fee of $50.
(Added to NRS by 2003, 20th
Special Session, 56; A 2009, 2835;
2013, 854)
NRS 84.010 Purpose. The
purpose of a corporation sole is to acquire, hold or dispose of church or
religious society property, for the benefit of religion, for works of charity,
and for public worship, in the manner provided in this chapter.
[1:55:1915; 1919 RL p. 2681; NCL § 3223]—(NRS A 2009, 2835)
NRS 84.015 Filing fees; applicable law for miscellaneous fees.
1. The fee for filing articles of
incorporation, amendments to or restatements of articles of incorporation and
records for dissolution is $50 for each record.
2. Except as otherwise provided in this
chapter, the fees set forth in NRS 78.785
apply to this chapter.
(Added to NRS by 1993, 1008; A 1995, 1125; 2003, 3132; 2003, 20th
Special Session, 57)—(Substituted in revision for NRS 84.090)
NRS 84.020 Articles of incorporation: Authority to amend. An archbishop, bishop, president, trustee in
trust, president of stake, president of congregation, overseer, presiding
elder, district superintendent, other presiding officer or member of the clergy
of a church or religious society or denomination, who has been chosen, elected
or appointed in conformity with the constitution, canons, rites, regulations or
discipline of the church or religious society or denomination, and in whom is
vested the legal title to property held for the purposes, use or benefit of the
church or religious society or denomination, may amend articles of
incorporation, in writing, and file one copy of the amended articles in the
Office of the Secretary of State and retain possession of the other.
[2:55:1915; A 1949, 283; 1943 NCL § 3224]—(NRS A 1993, 1008; 1995, 1125; 1999, 1609; 2001, 101; 2003, 3132; 2007, 2666; 2009, 2836;
2011, 119)
NRS 84.030 Articles of incorporation: Required provisions. The articles of incorporation must specify:
1. The name of the corporation, which must
be the name of the person making and subscribing the articles and the title of
the person’s office in the church or religious society, naming it if desired,
and followed by the words “and his or her successors, a corporation sole,” or
the title of the person’s office in the church or religious society, naming it
if desired, and followed by the words “and his or her successors, a corporation
sole.”
2. The object of the corporation.
3. The title of the person making the
articles, and the manner in which any vacancy occurring in the incumbency of an
archbishop, bishop, president, trustee in trust, president of stake, president
of congregation, overseer, presiding elder, district superintendent, other
presiding officer or member of the clergy is required by the rules, regulations
or discipline of such church, society or denomination to be filled.
4. The information required pursuant to NRS 77.310.
[3:55:1915; A 1917, 22; 1949, 283; 1943 NCL §
3225]—(NRS A 1991,
1292; 1993,
1009; 2007,
2667)
NRS 84.040 Continual perpetual succession. Upon
making and filing for record articles of incorporation as provided in this
chapter, the person subscribing the same, and his or her successor in office by
the name or title specified in the articles, shall thereafter be deemed, and is
hereby created, a body politic and a corporation sole, with continual perpetual
succession.
[Part 4:55:1915; A 1941, 91; 1931 NCL § 3226]
NRS 84.050 Powers. A
corporation sole shall have power:
1. To acquire and possess, by donation,
gift, bequest, devise or purchase, and to hold and maintain property, real,
personal and mixed, and to grant, sell, convey, rent or otherwise dispose of
the same as may be necessary to carry on or promote the objects of the
corporation.
2. To borrow money and to give promissory
notes or other written obligation therefor, and to secure the payment thereof
by mortgage or other lien, upon real or personal property.
3. To buy, sell, lease, mortgage and in
every way deal in real and personal property in the same manner that a natural
person may, and without the order of any court.
4. To receive bequests and devises for its
own use or upon trusts to the same extent as natural persons may.
5. To appoint attorneys-in-fact.
6. To contract and be contracted with, in
the same manner as a natural person.
7. To sue and be sued, plead and be
pleaded in all courts of justice.
8. To have and use a common seal by which
all deeds and acts of the corporation may be authenticated.
[Part 4:55:1915; A 1941, 91; 1931 NCL § 3226] +
[5:55:1915; 1919 RL p. 2682; NCL § 3227]
NRS 84.060 Requirements for deeds and instruments. All
deeds and other instruments in writing must be made in the name of the corporation
and signed by the person representing the corporation.
[6:55:1915; 1919 RL p. 2682; NCL § 3228]—(NRS A 1999, 1609)
NRS 84.070 Evidence of corporate existence. The
articles of incorporation, or a certified copy of those filed and recorded in
the Office of the Secretary of State, shall be evidence of the existence of
such corporation.
[7:55:1915; 1919 RL p. 2682; NCL § 3229]
NRS 84.080 Powers and duties of successors in office.
1. In the event of the death or
resignation of any such archbishop, bishop, president, trustee in trust,
president of stake, president of congregation, overseer, presiding elder,
district superintendent, or other presiding officer or member of the clergy, or
of his or her removal from such office by the person or body having the
authority to remove him or her when the person is at the time a corporation
sole, the successor in office, as such corporation sole, is vested with the
title to all property held by the predecessor, as such corporation sole, with
like power and authority over the property and is subject to all the legal
liabilities and obligations with reference thereto.
2. The successor shall record in the
office of the county recorder of each county wherein any of the real property
is situated a certified copy of the successor’s commission, certificate or
letter of election or appointment.
[8:55:1915; A 1949, 283; 1943 NCL § 3230]—(NRS A 2001, 1751)
NRS 84.110 Registered agent required; applicable law regarding registered
agent and registered office; fees.
1. Every corporation sole must have a
registered agent in the manner provided in NRS
78.090 and 78.097. The registered
agent shall comply with the provisions of those sections.
2. A corporation sole is subject to the
provisions of NRS 78.150 to 78.185, inclusive, except that:
(a) The fee for filing a list is $25;
(b) The penalty added for default is $50; and
(c) The fee for reinstatement is $100.
(Added to NRS by 1995, 1123; A 2003, 3133; 2003, 20th
Special Session, 57; 2007, 2667)
NRS 84.120 Resignation of registered agent or termination of registration
of commercial registered agent.
1. If a registered agent resigns pursuant
to NRS 77.370 or if a commercial
registered agent terminates its registration as a commercial registered agent
pursuant to NRS 77.330, the corporation
sole, before the effective date of the resignation or termination, shall file
with the Secretary of State a statement of change of registered agent pursuant
to NRS 77.340.
2. A corporation sole that fails to comply
with subsection 1 shall be deemed in default and is subject to the provisions
of NRS 84.130 and 84.140.
3. As used in this section, “commercial
registered agent” has the meaning ascribed to it in NRS 77.040.
(Added to NRS by 1995, 1124; A 1999, 1609; 2003, 3133; 2003, 20th
Special Session, 57; 2007, 2667; 2013, 855)
NRS 84.130 Defaulting corporations: Identification; penalty.
1. Each corporation sole that is required
to make the filings and pay the fees prescribed in this chapter but refuses or
neglects to do so within the time provided is in default.
2. For default, there must be added to the
amount of the fee a penalty of $5. The fee and penalty must be collected as
provided in this chapter.
(Added to NRS by 1995, 1123)
NRS 84.140 Defaulting corporations: Duties of Secretary of State;
revocation of charter and forfeiture of right to transact business.
1. The Secretary of State shall notify, by
providing written notice to its registered agent, each corporation sole deemed
in default pursuant to the provisions of this chapter. The notice:
(a) Must include a statement indicating the
amount of the filing fee, penalties incurred and costs remaining unpaid.
(b) At the request of the registered agent, may
be provided electronically.
2. On the first day of the first
anniversary of the month following the month in which the filing was required,
the charter of the corporation sole is revoked and its right to transact
business is forfeited.
3. The Secretary of State shall compile a
complete list containing the names of all corporations sole whose right to
transact business has been forfeited.
4. The Secretary of State shall forthwith
notify, by providing written notice to its registered agent, each corporation
specified in subsection 3 of the forfeiture of its charter. The written notice:
(a) Must include a statement indicating the
amount of the filing fee, penalties incurred and costs remaining unpaid.
(b) At the request of the registered agent, may
be provided electronically.
(Added to NRS by 1995, 1123; A 2003, 20th
Special Session, 58; 2007, 2668)
NRS 84.150 Defaulting corporations: Conditions and procedure for
reinstatement.
1. Except as otherwise provided in
subsections 3 and 4, the Secretary of State shall reinstate any corporation
sole which has forfeited its right to transact business under the provisions of
this chapter and restore the right to carry on business in this State and
exercise its corporate privileges and immunities, if it:
(a) Files with the Secretary of State:
(1) The information required pursuant to NRS 77.310; and
(2) A declaration under penalty of
perjury, on a form provided by the Secretary of State, that the reinstatement
is authorized by a court of competent jurisdiction in this State or by the
archbishop, bishop, president, trustee in trust, president of stake, president
of congregation, overseer, presiding elder, district superintendent, other
presiding officer or member of the clergy of a church or religious society or
denomination, who has been chosen, elected or appointed in conformity with the
constitution, canons, rites, regulations or discipline of the church or
religious society or denomination, and in whom is vested the legal title to
property held for the purposes, use or benefit of the church or religious
society or denomination; and
(b) Pays to the Secretary of State:
(1) The filing fees and penalties set
forth in this chapter for each year or portion thereof during which its charter
has been revoked; and
(2) A fee of $25 for reinstatement.
2. When the Secretary of State reinstates
the corporation to its former rights, the Secretary of State shall:
(a) Immediately issue and deliver to the
corporation a certificate of reinstatement authorizing it to transact business,
as if the fees had been paid when due; and
(b) Upon demand, issue to the corporation a
certified copy of the certificate of reinstatement.
3. The Secretary of State shall not order
a reinstatement unless all delinquent fees and penalties have been paid, and
the revocation of its charter occurred only by reason of its failure to pay the
fees and penalties.
4. If a corporate charter has been revoked
pursuant to the provisions of this chapter and has remained revoked for 10
consecutive years, the charter must not be reinstated.
5. A reinstatement pursuant to this
section relates back to the date on which the corporation forfeited its right
to transact business under the provisions of this chapter and reinstates the
corporation’s right to transact business as if such right had at all times
remained in full force and effect.
(Added to NRS by 1995, 1124; A 2003, 3133; 2007, 2423, 2669; 2013, 855)