Corporation Sole Statutes: Nevada

Corporation Sole Statutes

Nevada Corporation Sole Statute

Nev. Rev. Stat. § 84.002. Definitions.

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.

Nev. Rev. Stat. § 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.
  1. 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.

Credits

Added by Laws 2009, c. 488, § 15.5, eff. June 9, 2009.

  1. R. S. 84.0065, NV ST 84.0065

Current through End of 28th Special Session (2014)

Nev. Rev. Stat. § 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.

  1. The Secretary of State may by regulation provide for the electronic filing of records with the Office of the Secretary of State.

Nev. Rev. Stat. § 84.009. Correction of inaccurate or defective record filed with Secretary of State.

  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.

  1. 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.

Nev. Rev. Stat. § 84.010. Purpose.

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.

Nev. Rev. Stat. § 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.

Nev. Rev. Stat. § 84.020. Articles of incorporation: Authority to make and file.

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.

Nev. Rev. Stat. § 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 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.

Nev. Rev. Stat. § 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 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.

Nev. Rev. Stat. § 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 attorney-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.

Nev. Rev. Stat. § 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.

Nev. Rev. Stat. § 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.

Nev. Rev. Stat. § 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 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.

Nev. Rev. Stat. § 84.110. Resident agent required; applicable law regarding resident agent and registered office; applicable law regarding annual list and defaulting corporations; fees.

  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.

Nev. Rev. Stat. § 84.120. Resident agent: Resignation; designation of successor after death, resignation or removal from State.

  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. A resignation is not effective until the signed statement is filed with the Secretary of State.

  1. 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.
  2. 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.
  3. 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.
  4. 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.

Nev. Rev. Stat. § 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.

Nev. Rev. Stat. § 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 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.

  1. 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.
  2. The Secretary of State shall compile a complete list containing the names of all corporations sole whose right to transact business has been forfeited.
  3. 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.

Nev. Rev. Stat. § 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 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.

  1. 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.

  1. 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.
  2. 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.

 

Last updated: May 2015.