USA Statutes : nevada
Title : Title 07 - BUSINESS ASSOCIATIONS; SECURITIES; COMMODITIES
Chapter : CHAPTER 84 - CORPORATIONS SOLE
As used in this chapter, unless the
context otherwise requires, the words and terms defined in NRS 84.003
to 84.006 , inclusive, have the meanings ascribed to them
in those sections.
(Added to NRS by 1999, 1609 ; A 2003, 3132 )
“Record” means information that is
inscribed on a tangible medium or that is stored in an electronic or
other medium and is retrievable in perceivable form.
(Added to NRS by 2003, 3132 )
“Sign” means to affix a signature to
a record.
(Added to NRS by 2003, 3132 )
“Signature” means a name, word,
symbol or mark executed or otherwise adopted, or a record encrypted or
similarly processed in whole or in part, by a person with the present
intent to identify himself and adopt or accept a record. The term
includes, without limitation, an electronic signature as defined in NRS
719.100 .
(Added to NRS by 1999, 1609 ; A 2001, 101 , 2724 ; 2003, 3132 )
“Street address” of a
resident agent means the actual physical location in this State at which
a resident agent is available for service of process.
(Added to NRS by 1999, 1609 )
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 )
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)
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
clergyman 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.
(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.
(Added to NRS by 2003, 20th Special Session, 56 )
Corporations may be formed for acquiring,
holding or disposing 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]
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)
An archbishop, bishop, president, trustee in trust, president of stake,
president of congregation, overseer, presiding elder, district
superintendent, other presiding officer or clergyman 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 make and
sign written articles of incorporation, in duplicate, and file one copy
of the articles, together with a certificate of acceptance of appointment
signed by the resident agent of the corporation, 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 )
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 his office in
the church or religious society, naming it if desired, and followed by
the words “and his successors, a corporation sole,” or the title of his
office in the church or religious society, naming it if desired, and
followed by the words “and his 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 clergyman is required by the rules, regulations or
discipline of such church, society or denomination to be filled.
4. The name of the natural person or corporation designated as the
corporation’s resident agent, the street address for the service of
process, and the mailing address if different from the street address.
[3:55:1915; A 1917, 22; 1949, 283; 1943 NCL § 3225]—(NRS A 1991,
1292; 1993, 1009)
Upon making and filing
for record articles of incorporation as provided in this chapter, the
person subscribing the same, and his 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]
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]
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 )
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]
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 clergyman, or of his
removal from such office by the person or body having the authority to
remove him when the person is at the time a corporation sole, his
successor in office, as such corporation sole, is vested with the title
to all property held by his 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 his commission, certificate or letter of election or appointment.
[8:55:1915; A 1949, 283; 1943 NCL § 3230]—(NRS A 2001, 1751 )
1. Every corporation sole must have a resident agent in the manner
provided in NRS 78.090 and 78.095
, subsections 1 to 4, inclusive, of NRS
78.097 and NRS 78.110 . The resident agent shall comply with the
provisions of those sections.
2. A corporation sole that fails to file a certificate of
acceptance signed by the new resident agent within 30 days after the
death, resignation or removal of its former resident agent shall be
deemed in default and is subject to the provisions of NRS 84.130 and 84.140 .
3. 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 )
1. A resident agent who wishes to resign shall:
(a) File with the Secretary of State a signed statement in the
manner provided pursuant to subsection 1 of NRS 78.097 that he is unwilling to continue to act as the
resident agent of the corporation for the service of process; and
(b) Pay to the Secretary of State the filing fee set forth in
subsection 1 of NRS 78.097 .
Ê A resignation is not effective until the signed statement is filed with
the Secretary of State.
2. The statement of resignation may contain a statement of the
affected corporation sole appointing a successor resident agent for that
corporation. A certificate of acceptance signed by the new resident
agent, stating the full name, complete street address and, if different
from the street address, mailing address of the new resident agent, must
accompany the statement appointing a successor resident agent.
3. Upon the filing of the statement of resignation with the
Secretary of State, the capacity of the resigning person as resident
agent terminates. If the statement of resignation contains no statement
by the corporation sole appointing a successor resident agent, the
resigning resident agent shall immediately give written notice, by mail,
to the corporation of the filing of the statement and its effect. The
notice must be addressed to the person in whom is vested the legal title
to property specified in NRS 84.020 .
4. If a resident agent dies, resigns or removes from the State,
the corporation sole, within 30 days thereafter, shall file with the
Secretary of State a certificate of acceptance signed by the new resident
agent. The certificate must set forth the full name and complete street
address of the new resident agent for the service of process, and may
have a separate mailing address, such as a post office box, which may be
different from the street address.
5. A corporation sole that fails to file a certificate of
acceptance signed by the new resident agent within 30 days after the
death, resignation or removal of its former resident agent shall be
deemed in default and is subject to the provisions of NRS 84.130 and 84.140 .
(Added to NRS by 1995, 1124; A 1999, 1609 ; 2003, 3133 ; 2003, 20th Special Session, 57 )
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)
1. The Secretary of State shall notify, by providing written
notice to its resident 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 resident 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 resident 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 resident agent, may be provided
electronically.
(Added to NRS by 1995, 1123; A 2003, 20th Special Session, 58
)
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 a certificate of acceptance
of appointment signed by the resident agent of the corporation; 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, he 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.
(Added to NRS by 1995, 1124; A 2003, 3133 )
