Code-Co's Internet Access to Utah Law: http://www.code-co.com
[Utah Code Table of Contents]
[TITLE 16. Table of Contents]
16-7-1 Formation - Purposes.
Corporations sole 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 hereinafter provided.
1953
16-7-2 Articles of incorporation - Execution - Filing.
Any person who is the archbishop, bishop, president, trustee
in trust, president of stake, president of congregation,
overseer, presiding elder, or clergyman of any church or
religious society who has been duly chosen, elected, or appointed
in conformity with the constitution, canons, rites, regulations,
or discipline of such church or religious society, and in
whom is vested the legal title to its property, may make
and subscribe articles of incorporation, acknowledge the
same before some officer authorized to take acknowledgments,
and file the original articles with the Division of Corporations
and Commercial Code; he shall retain a copy of these articles
in his possession.
1985
16-7-3 Contents of articles of incorporation.
The articles of incorporation shall specify:
(1) The name of the corporation by which it shall be known.
(2) The object of the corporation.
(3) The estimated value of the property at the time of the making of articles of incorporation.
(4) The title of the person making such articles.
1953
16-7-4 Certified copies of articles as evidence.
The articles of incorporation or a certified copy of those
filed and recorded with the Division of Corporations and
Commercial Code shall be evidence of the existence of such
corporation.
1984
16-7-5 Amendments of articles of incorporation.
Any corporation so formed shall have power from time to
time to alter or amend its articles of incorporation; such
amendment shall be made by the corporation sole and executed
by the same person who executed the original articles of
incorporation or by his successor in office, and shall be
filed in the same manner as is provided for the filing of
the original articles.
1953
16-7-6 Powers of corporations sole.
Upon making and filing articles of incorporation as herein provided 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 perpetual succession, and 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 written obligations therefor, and to secure the payment thereof by mortgage or other lien upon real or personal property, when necessary to promote such objects.
(3) To contract and be contracted with.
(4) To sue and be sued.
(5) To plead and be impleaded in all courts of justice.
(6) To have and use a common seal by which all deeds and
acts of such corporation may be authenticated.
1953
16-7-7 Right to act without authorization from members - Sale of property.
Any corporation sole created under this chapter, and any
such archbishop, bishop, president, trustee in trust, president
of stake, president of congregation, overseer, presiding
elder or clergyman of the state of Utah, who holds the title
to trust property for the use and benefit of any church or
religious society and who is not so incorporated, unless
the articles of incorporation or deed under which such corporation
or individual trustee holds such property provides otherwise,
shall have power without any authority or authorization from
the members of such church or religious society to mortgage,
exchange, sell and convey the same; and any such corporation
sole, or individual trustee residing within this state may
hold title to property, real or personal, which is situated
in any other state or jurisdiction; which holding shall be
subject to the same conditions, limitations, powers and rights
and with the same trusts, duties and obligations in regard
to the property that like property is held for such purposes
in this state.
1953
16-7-8 Execution of corporate instruments - Seal - Authority of agents - Revocation of authority.
All deeds and other instruments of writing shall be made
in the name of the corporation, signed by the person representing
the corporation in the official capacity designated in the
articles of incorporation, or by a duly authorized agent
or agents designated and named in a certificate filed by
such corporation in the office of the Division of Corporations
and Commercial Code, and sealed with the seal of the corporation;
an impression of which seal shall be filed with the Division
of Corporations and Commercial Code. The authority of any
agent or agents designated as herein provided shall continue
until revoked. A corporation sole designating an agent or
agents to sign deeds and instruments of writing by certificate
may revoke such authority by filing a notice of revocation
of authority with the Division of Corporations and Commercial
Code.
1984
16-7-9 Succession in event of death, resignation or removal of incumbent.
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 or clergyman,
being at the time a corporation sole, or of his removal from
office by the person or body having authority to remove him,
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. Such
successor shall file in the office of the county recorder
of each county wherein any of such real property is situated
a certified copy of his commission, certificate or letter
of election or appointment.
1953
16-7-10 Death of bishop, trustee, not incorporated - Succession to property.
In case of the death, resignation or removal of any such
archbishop, bishop, president, trustee in trust, president
of stake, president of congregation, overseer, presiding
elder or clergyman who at the time of his death, resignation
or removal was holding the title to trust property for the
use or benefit of any church or religious society, and was
not incorporated as a corporation sole, the title to any
and all such property held by him, of every nature and kind,
shall not revert to the grantor nor vest in the heirs of
such deceased person, but shall be deemed to be in abeyance
after such death, resignation or removal until his successor
is duly appointed to fill such vacancy, and upon the appointment
of such successor the title to all the property held by his
predecessor shall at once, without any other act or deed,
vest in the person appointed to fill such vacancy.
1953
16-7-11 Fees for filing documents and issuing certificates.
The division shall charge and collect a fee determined by it pursuant to Section 63-38-3.2 for:
(1) filing articles of incorporation of a corporation sole and issuing a certificate of incorporation;
(2) filing articles of amendment and issuing a certificate of amendment;
(3) issuing each additional certificate of incorporation or amendment;
(4) filing a certificate of authorized agent and issuing the agent's certificate;
(5) filing a revocation of authority;
(6) furnishing a certified copy of any document, instrument, or paper relating to a corporation sole and affixing its seal;
(7) issuing a certificate of dissolution; and
(8) issuing a certificate of merger or consolidation.
1994
16-7-12 Dissolution of corporation sole.
(1) A corporation sole may be dissolved and its affairs wound up voluntarily by filing with the Division of Corporations and Commercial Code articles of dissolution, fully executed and signed under penalty of perjury, by the chief officer of the corporation. If any corporation sole ceases to have assets, has failed to function, or desires to terminate its existence, the articles of dissolution may be filed by any officer of the corporation authorized to administer the affairs and property of the corporation.
(2) An original and a copy of the articles of dissolution shall be submitted to the Division of Corporations and Commercial Code. If it conforms to law, the division shall file it and issue a certificate of dissolution. After the issuance of this certificate, the corporation shall cease to carry on business, except for the purpose of adjusting and winding up its affairs.
(3) The articles of dissolution shall set forth:
(a) the name of the corporation;
(b) the reason for its dissolution or winding up;
(c) that dissolution of the corporation has been duly authorized by the organization governed by the corporation sole;
(d) the names and addresses of the persons who are to supervise the winding up of the affairs of the corporation;
(e) that all debts, obligations, and liabilities of the corporation sole have been paid and discharged or that adequate provision has been made therefor;
(f) that all the remaining property and assets of the corporation sole have been transferred, conveyed, or distributed in accordance with the purposes of Section 16-7-1 ; and
(g) that there are no suits pending against the corporation
sole in any court, or that adequate provision has been made
for the satisfaction of any judgment, order, or decree which
may be entered against it in any pending suit.
1985
16-7-13 Merger and consolidation.
(1) As long as the surviving corporation qualifies for tax exempt status under Internal Revenue Code Section 501(c)(3), any corporation organized under this chapter may merge with one or more domestic or foreign corporations organized or authorized to do business in this state under this title, or with one or more nonprofit domestic or foreign corporations organized or authorized to do business in this state under this title.
(2) (a) Articles of merger or consolidation shall be adopted by the appropriate incorporator or the successor to an incorporator as described in Section 16-7-2 . If there is no such incorporator or successor, the articles shall be signed by the officer or official authorized to administer the affairs and property of the corporation according to the practices and procedures of the church, denomination, or religious society.
(b) The articles of merger or consolidation shall be adopted by any merging or consolidating corporation organized under Title 16, Chapter 6a, Utah Revised Nonprofit Corporation Act, as provided in Sections 16-6a-1101 and 16-6a-1102 .
(3) The effect of a merger or consolidation under this
section is the same as provided in Section
16-6a-1104
.
2000
16-7-14 Restatement of articles of incorporation.
(1) A corporation sole organized under this chapter may restate its articles of incorporation in the same manner allowed nonprofit corporations under Section 16-6a-1006 .
(2) The restated articles shall be adopted on behalf of
the corporation by the appropriate incorporator or the successor
to an incorporator as described in Section
16-7-2
. If there is no such incorporator or successor,
the articles shall be signed by the officer or official authorized
to administer the affairs and property of the corporation
according to the practices and procedures of the church,
denomination, or religious society.
2000
