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CORPORATIONS SOLE -- NRS CHAPTER 84

84.010 Formation.
84.020 Articles of incorporation: Authority to make, subscribe & file.
84.030 Articles of incorporation: Required provisions.
84.040 Continual perpetual succession.
84.050 Powers.
84.060 Execution of deeds and instruments; impression of seal filed with secretary of state.
84.070 Articles of incorporation evidence of corporate existence.
84.080 Powers and duties of successors in office.
84.090 Fees.
84.100 Filing of documents written in language other than English.
84.110 Requirements for resident agent; failure to file certificate of acceptance of new resident agent; exemption from certain filing requirements.
84.120 Resident agent: Resignation; designation of successor after death, resignation or removal from state.
84.130 Defaulting corporations: Identification; penalty.
84.140 Defaulting corporations: Duties of secretary of state; forfeiture.
84.150 Defaulting corporations: Procedure & conditions for reinstatement.

84.010 Formation. 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 (s) 3223]

84.020 Articles of incorporation: Authority to make, subscribe 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 subscribe written articles of incorporation, in duplicate, acknowledge the articles before a person authorized to take acknowledgments and file one copy of the articles, together with a certificate of acceptance of appointment executed 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 (s) 3224]--(NRS A 1993, 1008; 1995, 1125)

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

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. [Part 4:55:1915; A 1941, 91; 1931 NCL (s) 3226]

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 (s) 3226] + [5:55:1915; 1919 RL p. 2682; NCL (s) 3227]

84.060 Execution of deeds and instruments; impression of seal filed with secretary of state.All deeds and other instruments in writing shall be:

1. Made in the name of the corporation and signed by the person representing the corporation.

2. Sealed with the seal of the corporation, an impression of which seal shall be filed in the office of the secretary of state. [6:55:1915; 1919 RL p. 2682; NCL (s) 3228]

84.070 Articles of incorporation 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 (s) 3229]

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 such person is at the time a corporation sole, his successor in office, as such corporation sole, shall be vested with the title to any and all property held by his predecessor, as such corporation sole, with like power and authority over the same, and subject to all the legal liabilities and obligations with reference thereto.

2. Such successor shall file 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 (s) 3230]

84.090 Fees.

1. The fee for filing articles of incorporation, amendments to or restatements of articles of incorporation, certificates of reinstatement and documents for dissolution is $25 for each document.

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)

84.100 Filing of documents written in language other than English.No document 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 document into the English language. (Added to NRS by 1995, 1123)

84.110 Requirements for resident agent; failure to file certificate of acceptance of new resident agent; exemption from certain filing requirements.

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 executed 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. No corporation sole may be required to file an annual list of officers, directors and designation of resident agent. (Added to NRS by 1995, 1123)

84.120 Resident agent: Resignation; designation of successor after death, resignation or removal from state.

1. A resident agent who wishes to resign shall file with the secretary of state a signed statement for each corporation sole that he is unwilling to continue to act as the agent of the corporation for the service of process. The execution of the statement must be acknowledged. A resignation is not effective until the signed statement is filed with the secretary of state.

2. The statement of resignation may contain an acknowledged statement of the affected corporation sole appointing a successor resident agent for that corporation. A certificate of acceptance executed 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 executed 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 executed 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)

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)

84.140 Defaulting corporations: Duties of secretary of state; forfeiture.

1. The secretary of state shall notify, by letter addressed to its resident agent, each corporation sole deemed in default pursuant to the provisions of this chapter. The notice must be accompanied by a statement indicating the amount of the filing fee, penalties and costs remaining unpaid.

2. On the first day of the ninth 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 do business has been forfeited. The secretary of state shall forthwith notify, by letter addressed to its resident agent, each such corporation of the forfeiture of its charter. The notice must be accompanied by a statement indicating the amount of the filing fee, penalties and costs remaining unpaid. (Added to NRS by 1995, 1123)

84.150 Defaulting corporations: Procedure and conditions 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 executed 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)
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Compiled from information provided by the State of Nevada

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