[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.

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      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)