Nevada Administrative Code Chapter 84 - Corporations Sole
Nevada Administrative Code (NAC)
Chapter 84 — Corporations Sole
Overview:
Chapter 84 regulates corporations sole in Nevada. A corporation sole is a legal entity consisting of a single office occupied by one person, usually a religious leader or government officer, allowing the office to hold property, enter contracts, and manage assets legally in perpetuity despite changes in officeholders. These rules establish formation procedures, governance, recordkeeping, reporting, and dissolution standards for corporations sole in Nevada.
1. Definitions and Scope (NAC 84.010 – NAC 84.030)
Key points:
Defines terms such as:
“Corporation sole”: a legal entity held by a single officer or position.
“Officeholder”: the individual currently occupying the office for which the corporation sole exists.
“Assets”: property, funds, or rights held by the corporation sole.
Establishes that NAC Chapter 84 applies to all corporations sole formed in Nevada.
Why it matters:
Clarifies which entities are governed and ensures uniform understanding of legal terminology for formation and management.
2. Formation of a Corporation Sole (NAC 84.040 – NAC 84.070)
Key points:
To form a corporation sole, the following must be submitted to the Nevada Secretary of State:
Articles of Incorporation specifying the office and its legal authority.
Name of the corporation sole and the initial officeholder.
Statement of purpose and powers of the corporation.
Corporations sole are generally limited to religious or government offices, as permitted by Nevada law.
Filing fees must accompany the application.
Why it matters:
Provides a clear legal pathway to establish a corporation sole, allowing offices to legally hold property and conduct business.
3. Powers and Limitations (NAC 84.080 – NAC 84.120)
Key points:
Corporations sole may:
Acquire, hold, lease, or sell real and personal property.
Enter contracts in the name of the office.
Manage funds, investments, and other assets.
Corporations sole may not exceed the scope of powers granted in the articles of incorporation.
Restrictions apply to transactions that could conflict with the officeholder’s duties or exceed the office’s purpose.
Why it matters:
Defines the legal powers and limits, ensuring that the corporation sole operates within statutory authority.
4. Governance and Succession (NAC 84.130 – NAC 84.160)
Key points:
The corporation sole is automatically succeeded by the next officeholder.
Officeholders have a duty to manage property and assets prudently for the benefit of the office.
Records of asset ownership and transactions must be transferred seamlessly to the succeeding officeholder.
The outgoing officeholder is responsible for accounting and reporting assets at the time of succession.
Why it matters:
Ensures continuity in ownership and management of assets, which is essential for institutions that operate in perpetuity, such as religious or governmental offices.
5. Recordkeeping and Reporting (NAC 84.170 – NAC 84.200)
Key points:
Corporations sole must maintain accurate records of all assets, liabilities, and transactions.
Reports may be required to the Secretary of State or other regulatory authorities.
Records should include:
Property deeds.
Financial statements.
Contracts entered into by the corporation sole.
Records must be preserved during the tenure of officeholders and transferred upon succession.
Why it matters:
Maintains transparency, accountability, and legal compliance, preventing mismanagement of assets held by the corporation sole.
6. Amendments to Articles of Incorporation (NAC 84.210 – NAC 84.230)
Key points:
Amendments to the articles of incorporation must be filed with the Secretary of State.
Amendments may involve changes to:
Name of the corporation sole.
Powers granted to the office.
Procedures for succession or governance.
Requires approval by the current officeholder or governing authority.
Why it matters:
Allows corporations sole to adapt to changing circumstances while remaining compliant with state law.
7. Dissolution or Termination (NAC 84.240 – NAC 84.270)
Key points:
Dissolution occurs if:
The office is abolished.
Assets are transferred to a lawful successor or another legal entity.
The officeholder must settle all debts and obligations before dissolution.
Remaining assets must be transferred according to the articles of incorporation or state law.
Why it matters:
Provides a structured process for legally ending the existence of a corporation sole while protecting creditors and asset recipients.
8. Compliance and Penalties (NAC 84.280 – NAC 84.300)
Key points:
Failure to maintain required records, file reports, or comply with regulations may result in:
Administrative penalties.
Restrictions on legal capacity to hold property or enter contracts.
The Secretary of State may require corrective actions to restore compliance.
Why it matters:
Ensures that corporations sole operate within legal requirements, protecting both the public and the office’s assets.
✅ Summary of Key Rule Areas
| Rule Section | What It Regulates | Core Purpose |
|---|---|---|
| NAC 84.010–030 | Definitions and scope | Clarifies terms and applicability |
| NAC 84.040–070 | Formation procedures | Establishes legal creation of corporations sole |
| NAC 84.080–120 | Powers and limitations | Defines legal authority and restrictions |
| NAC 84.130–160 | Governance and succession | Ensures continuity and proper asset management |
| NAC 84.170–200 | Recordkeeping and reporting | Maintains accountability and transparency |
| NAC 84.210–230 | Amendments | Allows updating of articles of incorporation |
| NAC 84.240–270 | Dissolution | Provides a process for legal termination |
| NAC 84.280–300 | Compliance and penalties | Ensures adherence to regulations |
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