2005 Nevada Revised Statutes - Chapter 84 — Corporations Sole

CHAPTER 84 - CORPORATIONS SOLE

NRS 84.002 Definitions.

NRS 84.003 Recorddefined.

NRS 84.0035 Signdefined.

NRS 84.004 Signaturedefined.

NRS 84.006 Streetaddress defined.

NRS 84.007 Formrequired for filing of records.

NRS 84.008 Filingof records written in language other than English.

NRS 84.009 Correctionof inaccurate or defective record filed with Secretary of State.

NRS 84.010 Purpose.

NRS 84.015 Filingfees; applicable law for miscellaneous fees.

NRS 84.020 Articlesof incorporation: Authority to make and file.

NRS 84.030 Articlesof incorporation: Required provisions.

NRS 84.040 Continualperpetual succession.

NRS 84.050 Powers.

NRS 84.060 Requirementsfor deeds and instruments.

NRS 84.070 Evidenceof corporate existence.

NRS 84.080 Powersand duties of successors in office.

NRS 84.110 Residentagent required; applicable law regarding resident agent and registered office;applicable law regarding annual list and defaulting corporations; fees.

NRS 84.120 Residentagent: Resignation; designation of successor after death, resignation orremoval from State.

NRS 84.130 Defaultingcorporations: Identification; penalty.

NRS 84.140 Defaultingcorporations: Duties of Secretary of State; revocation of charter andforfeiture of right to transact business.

NRS 84.150 Defaultingcorporations: Conditions and procedure for reinstatement.

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NRS 84.002 Definitions. As used in this chapter, unless the context otherwiserequires, the words and terms defined in NRS84.003 to 84.006, inclusive, havethe meanings ascribed to them in those sections.

(Added to NRS by 1999, 1609; A 2003, 3132)

NRS 84.003 Recorddefined. Record means information that is inscribedon a tangible medium or that is stored in an electronic or other medium and isretrievable in perceivable form.

(Added to NRS by 2003, 3132)

NRS 84.0035 Signdefined. Sign means to affix a signature toa record.

(Added to NRS by 2003, 3132)

NRS 84.004 Signaturedefined. Signature means a name, word,symbol or mark executed or otherwise adopted, or a record encrypted orsimilarly processed in whole or in part, by a person with the present intent toidentify himself and adopt or accept a record. The term includes, withoutlimitation, an electronic signature as defined in NRS 719.100.

(Added to NRS by 1999, 1609; A 2001, 101, 2724; 2003, 3132)

NRS 84.006 Streetaddress defined. Street address of aresident agent means the actual physical location in this State at which aresident agent is available for service of process.

(Added to NRS by 1999, 1609)

NRS 84.007 Formrequired for filing of records.

1. Each record filed with the Secretary of Statepursuant to this chapter must be on or accompanied by a form prescribed by theSecretary of State.

2. The Secretary of State may refuse to file a recordwhich does not comply with subsection 1 or which does not contain all theinformation required by statute for filing the record.

3. If the provisions of the form prescribed by theSecretary of State conflict with the provisions of any record that is submittedfor filing with the form:

(a) The provisions of the form control for all purposeswith respect to the information that is required by statute to appear in therecord in order for the record to be filed; and

(b) Unless otherwise provided in the record, theprovisions of the record control in every other situation.

4. The Secretary of State may by regulation providefor the electronic filing of records with the Office of the Secretary of State.

(Added to NRS by 2003, 20th SpecialSession, 56)

NRS 84.008 Filingof records written in language other than English. Norecord which is written in a language other than English may be filed orsubmitted for filing in the Office of the Secretary of State pursuant to theprovisions of this chapter unless it is accompanied by a verified translationof that record into the English language.

(Added to NRS by 1995, 1123; A 2003, 3133)(Substitutedin revision for NRS 84.100)

NRS 84.009 Correctionof inaccurate or defective record filed with Secretary of State.

1. A corporation sole may correct a record filed withthe Office of the Secretary of State with respect to the corporation sole ifthe record contains an inaccurate description of an action of the corporationsole or if the record was defectively signed, attested, sealed, verified oracknowledged.

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, withoutlimitation, its filing date;

(3) Specifies the inaccuracy or defect;

(4) Sets forth the inaccurate or defectiveportion 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 officeror clergyman of a church, religious society or denomination, who has beenchosen, elected or appointed in conformity with the constitution, canons,rites, regulations or discipline of the church, religious society ordenomination, and in whom is vested the legal title to the property held forthe purpose, use or benefit of the church or religious society or denomination.

(b) Deliver the certificate to the Secretary of Statefor filing.

(c) Pay a filing fee of $25 to the Secretary of State.

3. A certificate of correction is effective on theeffective date of the record it corrects except as to persons relying on theuncorrected record and adversely affected by the correction. As to thosepersons, the certificate is effective when filed.

(Added to NRS by 2003, 20th SpecialSession, 56)

NRS 84.010 Purpose. Corporations may be formed for acquiring, holding ordisposing of church or religious society property, for the benefit of religion,for works of charity, and for public worship, in the manner provided in thischapter.

[1:55:1915; 1919 RL p. 2681; NCL 3223]

NRS 84.015 Filingfees; applicable law for miscellaneous fees.

1. The fee for filing articles of incorporation,amendments to or restatements of articles of incorporation and records fordissolution is $50 for each record.

2. Except as otherwise provided in this chapter, thefees set forth in NRS 78.785 apply tothis chapter.

(Added to NRS by 1993, 1008; A 1995, 1125; 2003, 3132; 2003, 20th SpecialSession, 57)(Substituted in revision for NRS 84.090)

NRS 84.020 Articlesof incorporation: Authority to make and file. Anarchbishop, bishop, president, trustee in trust, president of stake, presidentof congregation, overseer, presiding elder, district superintendent, otherpresiding officer or clergyman of a church or religious society ordenomination, who has been chosen, elected or appointed in conformity with theconstitution, canons, rites, regulations or discipline of the church orreligious society or denomination, and in whom is vested the legal title toproperty held for the purposes, use or benefit of the church or religioussociety or denomination, may make and sign written articles of incorporation,in duplicate, and file one copy of the articles, together with a certificate ofacceptance of appointment signed by the resident agent of the corporation, inthe Office of the Secretary of State and retain possession of the other.

[2:55:1915; A 1949, 283; 1943 NCL 3224](NRS A1993, 1008; 1995, 1125; 1999, 1609; 2001, 101; 2003, 3132)

NRS 84.030 Articlesof incorporation: Required provisions. Thearticles of incorporation must specify:

1. The name of the corporation, which must be the nameof the person making and subscribing the articles and the title of his officein the church or religious society, naming it if desired, and followed by thewords and his successors, a corporation sole, or the title of his office inthe church or religious society, naming it if desired, and followed by thewords and his successors, a corporation sole.

2. The object of the corporation.

3. The title of the person making the articles, andthe manner in which any vacancy occurring in the incumbency of an archbishop,bishop, president, trustee in trust, president of stake, president ofcongregation, overseer, presiding elder, district superintendent, otherpresiding officer or clergyman is required by the rules, regulations ordiscipline of such church, society or denomination to be filled.

4. The name of the natural person or corporationdesignated as the corporations resident agent, the street address for theservice of process, and the mailing address if different from the streetaddress.

[3:55:1915; A 1917, 22; 1949, 283; 1943 NCL 3225](NRS A 1991, 1292; 1993, 1009)

NRS 84.040 Continualperpetual succession. Upon making and filingfor record articles of incorporation as provided in this chapter, the personsubscribing the same, and his successor in office by the name or titlespecified in the articles, shall thereafter be deemed, and is hereby created, abody 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 andmixed, and to grant, sell, convey, rent or otherwise dispose of the same as maybe necessary to carry on or promote the objects of the corporation.

2. To borrow money and to give promissory notes orother written obligation therefor, and to secure the payment thereof bymortgage or other lien, upon real or personal property.

3. To buy, sell, lease, mortgage and in every way dealin real and personal property in the same manner that a natural person may, andwithout the order of any court.

4. To receive bequests and devises for its own use orupon trusts to the same extent as natural persons may.

5. To appoint attorneys-in-fact.

6. To contract and be contracted with, in the samemanner as a natural person.

7. To sue and be sued, plead and be pleaded in allcourts of justice.

8. To have and use a common seal by which all deedsand 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 Requirementsfor deeds and instruments. All deeds and otherinstruments in writing must be made in the name of the corporation and signedby the person representing the corporation.

[6:55:1915; 1919 RL p. 2682; NCL 3228](NRS A 1999, 1609)

NRS 84.070 Evidenceof corporate existence. The articles ofincorporation, or a certified copy of those filed and recorded in the Office ofthe Secretary of State, shall be evidence of the existence of such corporation.

[7:55:1915; 1919 RL p. 2682; NCL 3229]

NRS 84.080 Powersand duties of successors in office.

1. In the event of the death or resignation of anysuch 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 bythe person or body having the authority to remove him when the person is at thetime a corporation sole, his successor in office, as such corporation sole, isvested with the title to all property held by his predecessor, as suchcorporation sole, with like power and authority over the property and issubject to all the legal liabilities and obligations with reference thereto.

2. The successor shall record in the office of thecounty recorder of each county wherein any of the real property is situated acertified copy of his commission, certificate or letter of election orappointment.

[8:55:1915; A 1949, 283; 1943 NCL 3230](NRS A 2001, 1751)

NRS 84.110 Residentagent 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 agentin the manner provided in NRS 78.090 and78.095, subsections 1 to 4, inclusive,of NRS 78.097 and NRS 78.110. The resident agent shall complywith the provisions of those sections.

2. A corporation sole that fails to file a certificateof 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 defaultand is subject to the provisions of NRS84.130 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 SpecialSession, 57)

NRS 84.120 Residentagent: Resignation; designation of successor after death, resignation orremoval from State.

1. A resident agent who wishes to resign shall:

(a) File with the Secretary of State a signed statementin the manner provided pursuant to subsection 1 of NRS 78.097 that he is unwilling to continueto act as the resident agent of the corporation for the service of process; and

(b) Pay to the Secretary of State the filing fee setforth in subsection 1 of NRS 78.097.

Aresignation is not effective until the signed statement is filed with theSecretary of State.

2. The statement of resignation may contain astatement of the affected corporation sole appointing a successor residentagent for that corporation. A certificate of acceptance signed by the newresident agent, stating the full name, complete street address and, ifdifferent 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 resignationwith the Secretary of State, the capacity of the resigning person as residentagent terminates. If the statement of resignation contains no statement by the corporationsole appointing a successor resident agent, the resigning resident agent shallimmediately give written notice, by mail, to the corporation of the filing ofthe statement and its effect. The notice must be addressed to the person inwhom is vested the legal title to property specified in NRS 84.020.

4. If a resident agent dies, resigns or removes fromthe State, the corporation sole, within 30 days thereafter, shall file with theSecretary of State a certificate of acceptance signed by the new residentagent. The certificate must set forth the full name and complete street addressof the new resident agent for the service of process, and may have a separatemailing address, such as a post office box, which may be different from thestreet address.

5. A corporation sole that fails to file a certificateof 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 defaultand is subject to the provisions of NRS84.130 and 84.140.

(Added to NRS by 1995, 1124; A 1999, 1609; 2003, 3133; 2003, 20th SpecialSession, 57)

NRS 84.130 Defaultingcorporations: Identification; penalty.

1. Each corporation sole that is required to make thefilings and pay the fees prescribed in this chapter but refuses or neglects todo so within the time provided is in default.

2. For default, there must be added to the amount ofthe fee a penalty of $5. The fee and penalty must be collected as provided inthis chapter.

(Added to NRS by 1995, 1123)

NRS 84.140 Defaultingcorporations: Duties of Secretary of State; revocation of charter andforfeiture of right to transact business.

1. The Secretary of State shall notify, by providingwritten notice to its resident agent, each corporation sole deemed in defaultpursuant to the provisions of this chapter. The notice:

(a) Must include a statement indicating the amount ofthe filing fee, penalties incurred and costs remaining unpaid.

(b) At the request of the resident agent, may beprovided electronically.

2. On the first day of the first anniversary of themonth following the month in which the filing was required, the charter of thecorporation sole is revoked and its right to transact business is forfeited.

3. The Secretary of State shall compile a completelist containing the names of all corporations sole whose right to transactbusiness has been forfeited.

4. The Secretary of State shall forthwith notify, byproviding written notice to its resident agent, each corporation specified insubsection 3 of the forfeiture of its charter. The written notice:

(a) Must include a statement indicating the amount ofthe filing fee, penalties incurred and costs remaining unpaid.

(b) At the request of the resident agent, may beprovided electronically.

(Added to NRS by 1995, 1123; A 2003, 20th SpecialSession, 58)

NRS 84.150 Defaultingcorporations: Conditions and procedure for reinstatement.

1. Except as otherwise provided in subsections 3 and4, the Secretary of State shall reinstate any corporation sole which hasforfeited its right to transact business under the provisions of this chapterand restore the right to carry on business in this State and exercise itscorporate privileges and immunities, if it:

(a) Files with the Secretary of State a certificate ofacceptance 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 inthis chapter for each year or portion thereof during which its charter has beenrevoked; and

(2) A fee of $25 for reinstatement.

2. When the Secretary of State reinstates thecorporation to its former rights, he shall:

(a) Immediately issue and deliver to the corporation acertificate of reinstatement authorizing it to transact business, as if thefees had been paid when due; and

(b) Upon demand, issue to the corporation a certifiedcopy of the certificate of reinstatement.

3. The Secretary of State shall not order areinstatement unless all delinquent fees and penalties have been paid, and therevocation of its charter occurred only by reason of its failure to pay thefees and penalties.

4. If a corporate charter has been revoked pursuant tothe provisions of this chapter and has remained revoked for 10 consecutiveyears, the charter must not be reinstated.

(Added to NRS by 1995, 1124; A 2003, 3133)

 

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