The provisions of this part apply to all corporations sole organized either before or after March 30, 1878, whether or not the corporations organized before have elected to continue their existence under the Civil Code or elect to continue their existence under this code, except that Sections 10002, and 10012 to 10015, inclusive, do not apply to corporations sole formed before March 30, 1878, unless they have elected to continue their existence under the Civil Code or under this code.
Part 6CORPORATIONS SOLE
Section § 10000
This law applies to all corporations that are operated by a single person, whether they were created before or after March 30, 1878. If these older corporations choose to operate under current laws, special rules that don’t usually apply to them will take effect. However, those special rules won’t apply if the corporation hasn’t chosen to follow the new laws.
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Section § 10001
Corporations formed before March 30, 1878, in California can keep operating under current laws by either filing a special certificate signed by their main officer or by updating their incorporation documents.
Any corporation sole formed prior to March 30, 1878, and existing under the laws of this State may elect to continue its existence under this part by filing a certificate to that effect, under its corporate seal, if any, signed by its chief officer, or by filing amended articles of incorporation in the form required in this part.
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Section § 10002
This law allows a bishop or similar religious leader to create a corporation sole. This entity helps them to manage the church's or religious group's property and affairs efficiently.
A corporation sole may be formed under this part by the bishop, chief priest, presiding elder, or other presiding officer of any religious denomination, society, or church, for the purpose of administering and managing the affairs, property, and temporalities thereof.
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Section § 10003
This section outlines what must be included in the articles of incorporation for a religious corporation in California. It requires the corporation's name, confirmation that the person forming it is authorized by their religious group, the county where its main office is located, and how vacancies in leadership positions like bishop or chief priest are filled according to the group's rules.
The articles of incorporation shall state:
(a)CA Corporations Code § 10003(a) The name of the corporation.
(b)CA Corporations Code § 10003(b) That the officer forming the corporation is duly authorized by the rules, regulations, or discipline of the religious denomination, society, or church to take such action.
(c)CA Corporations Code § 10003(c) The county in this State where the principal office for the transaction of the business of the corporation is located.
(d)CA Corporations Code § 10003(d) The manner in which any vacancy occurring in
the office of the bishop, chief priest, presiding elder, or other presiding officer is required to be filled by the rules, regulations, or constitution of the denomination, society, or church.
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Section § 10004
This section allows a corporation to include specific rules in its articles of incorporation about how the company will be governed. These rules can also include limits on how the articles of incorporation themselves can be changed, as long as none of this conflicts with the law.
The articles of incorporation may state any desired provision for the regulation of the affairs of the corporation in a manner not in conflict with law, including restrictions upon the power to amend all or any part of the articles of incorporation.
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Section § 10005
To form a corporation sole, the main religious leader, like a bishop or chief priest, must sign and verify the articles of incorporation and submit them to the Secretary of State. If everything is in line with legal requirements, the Secretary will officially file the documents, noting the filing date. Once filed, the new entity becomes officially recognized as a corporation sole.
The articles shall be signed and verified by the bishop, chief priest, presiding elder, or other presiding officer forming the corporation and shall be submitted to the Secretary of State for filing in his office. If they conform to law he shall file them and endorse the date of filing thereon. Upon the filing of the articles with the Secretary of State the corporation sole is formed.
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Section § 10007
A 'corporation sole'—often used by religious organizations—is given powers akin to a natural person. It can sue, be sued, and defend itself in court; enter contracts; borrow money and secure loans with property; conduct real estate transactions without court approval; receive inheritances and gifts, following property transfer laws; and appoint legal representatives to act on its behalf.
Every corporation sole may:
(a)CA Corporations Code § 10007(a) Sue and be sued, and defend, in all courts and places, in all matters and proceedings whatever.
(b)CA Corporations Code § 10007(b) Contract in the same manner and to the same extent as a natural person, for the purposes of the trust.
(c)CA Corporations Code § 10007(c) Borrow money, and give promissory notes therefor, and secure the payment thereof by mortgage or other lien upon property, real or personal.
(d)CA Corporations Code § 10007(d) Buy, sell, lease, mortgage, and in every
way deal in real and personal property in the same manner that a natural person may, without the order of any court.
(e)CA Corporations Code § 10007(e) Receive bequests and devises for its own use or upon trusts to the same extent as natural persons may, subject, however, to the laws regulating the transfer of property by will.
(f)CA Corporations Code § 10007(f) Appoint attorneys in fact.
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Section § 10008
This law says that a corporation sole, which is a legal structure often used by religious organizations, exists forever even if there's no one currently leading it. During any such vacancy, it can still receive gifts, donations, or property, just as it would if someone were in charge. If the corporation sole has set up an agency (like an agreement or relationship with another entity) that says it continues regardless of leadership changes, then it won't end just because the leader dies or leaves.
Every corporation sole has perpetual existence and also has continuity of existence, notwithstanding vacancies in the incumbency thereof. During the period of any such vacancy, the corporation sole has the same capacity and right to receive and take any gift, bequest, devise, or conveyance of property, either as grantee for its own use, or as trustee, and to be or be made the beneficiary of a trust, as though there were no vacancy. No agency created by a corporation sole by a written instrument which in express terms provides that the agency thereby created shall not be terminated by a vacancy in the incumbency of the corporation is terminated or affected by the death of the
incumbent of the corporation or by a vacancy in the incumbency thereof, however caused.
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Section § 10009
This law states that a judge from the superior court in the county where a corporation sole's main office is located can look at the corporation's books whenever they need to.
Any judge of the superior court in the county in which a corporation sole has its principal office shall at all times have access to the books of the corporation.
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Section § 10010
The chief officer of a corporation sole can amend the articles of incorporation to change things like the corporation's name, duration, area of operation, or how vacancies are filled. These changes must be approved by the religious organization that the corporation oversees and must be officially documented and verified. The amendment needs to include the corporation's entity number and be submitted to the Secretary of State. If everything is legal, the Secretary of State will file the amendment, officially updating the corporation's articles.
The chief officer of a corporation sole may at any time amend the articles of incorporation of the corporation changing its name, the term of its existence, its territorial jurisdiction, or the manner of filling any vacancy in the office thereof, and may by amended articles of incorporation make provision for any act or thing for which provision is authorized in original articles of incorporation of corporations sole.
The chief officer of the corporation shall sign and verify a statement setting forth the provisions of the amendment and stating that it has been duly authorized by the religious organization governed by the corporation.
The amendment shall
include the Secretary of State entity number and be submitted to the Secretary of State’s office for filing. If it conforms to law, the Secretary shall file it and endorse the date of filing thereon. Thereupon the articles are amended in the manner set forth in the statement.
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Section § 10012
This law says that a corporation sole, which is a type of corporation usually set up for religious leaders, can be voluntarily dissolved by its chief officer. To do this, the officer must file a declaration of dissolution with the Secretary of State, and the document must be officially signed and verified.
A corporation sole may be dissolved and its affairs wound up voluntarily by filing with the Secretary of State a declaration of dissolution executed, signed, and verified by the chief officer of the corporation.
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Section § 10013
This law section requires a declaration of dissolution for a corporation to include its name and number, the reason for ending the corporation, confirmation that the decision to dissolve was officially approved by the religious organization that controls it, and the contact information of the people in charge of closing the corporation’s affairs.
The declaration of dissolution shall set forth all of the following:
(a)CA Corporations Code § 10013(a) The name and entity number of the corporation as they exist on the Secretary of State’s records.
(b)CA Corporations Code § 10013(b) The reason for its dissolution or winding up.
(c)CA Corporations Code § 10013(c) That dissolution of the corporation has been duly authorized by the religious
organization governed by the corporation sole.
(d)CA Corporations Code § 10013(d) The names and addresses of the persons who are to supervise the winding up of the affairs of the corporation.
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Section § 10014
This section tells us that when a corporation in California submits a specific legal declaration to dissolve, it must be sent to the Secretary of State. If everything looks legally correct, the Secretary of State will officially file the document and note the filing date. From that point on, the corporation must stop doing regular business but can still resolve any remaining business matters and close up its operations.
The declaration shall be submitted to the Secretary of State for filing in his office. If it conforms to law he shall file it and endorse the date of filing thereon. Thereupon the corporation shall cease to carry on business, except for the purpose of adjusting and winding up its affairs.
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Section § 10015
When a corporation is dissolved, after all its debts are settled, any leftover assets should be given to the religious group it served or to trustees for that group. Alternatively, a court might decide how to handle these assets if someone involved, like the Attorney General, requests it.
After the debts and obligations of the corporation are paid or adequately provided for, any assets remaining shall be transferred to the religious organization governed by the corporation sole, or to trustees in its behalf, or disposed of as may be decreed by the superior court of the county in which the dissolved corporation had its principal office upon petition therefor by the Attorney General or any person connected with the organization.
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