How to Reverse a Corporate Sole
A corporate sole--more appropriately known as a corporation sole--is an ecclesiastical [religious] office, designated by a church or religious organization, that consists of a sole officeholder. The corporation sole is a separate legal entity that has a parallel existence, separate from the church or religious organization. The officeholder is usually a bishop, chief priest or presiding elder of the church or religious organization, and is designated with trustee-type powers and ownership rights over specified assets and property for the benefit of the church or religious organization. Terminating the office sole or assigning another officeholder has the effect of "reversing" the corporate sole.
Other People Are Reading
Things You'll Need
- Letter/certificate of election (or appointment)
- Declaration of dissolution
Instructions
-
-
1
Determine the appropriate course of action. If you are seeking to reverse a corporate sole, chances are it is either because you want to eliminate the corporation sole structure or you want to replace the officeholder. The methods behind both are fairly straightforward. In most states, you are required to register articles of incorporation for the corporation sole--outlining the specifics about the corporate sole and the means of governing the entity--with the secretary of state. How the corporate sole is dissolved or new officeholders are assigned is dependent largely on the terms specified within the articles of incorporation. The church or religious organization should hold a board meeting, to decide whether you want to dissolve (terminate) the corporate sole structure, or simply reassign a officeholder to the corporate sole.
-
2
Assign a new officeholder to the corporate sole. If you have decided that the best option is to keep the corporate sole structure but change the officeholder, you will need to assign a new party for that position. The successor to the original officeholder is usually named within the articles of incorporation for the corporation sole. If there is no successor named in the articles, hold a special church board meeting specifically to elect o appoint a new officeholder. Draft a certificate or letter of election or appointment, naming the successor, and bestowing all of the powers of the corporate sole office upon him. This letter or certificate is filed along with a certified copy of the original certification issued from the secretary of state or state equivalent, when the corporate sole was initiated. File these documents with the county recorder in any state that the corporation sole holds property. This will successfully transfer the power of the corporate sole to a new officeholder.
-
-
3
Prepare for the dissolution of the corporate sole. If you've decided that the best thing to do is terminate the corporate sole, rather than replace the officeholder, as in Step 2, hold a church board meeting to discuss the process of dissolution to get a clear understanding of the steps to be taken. Once there is an agreement on the dissolution of the entity, the secretary of state or registering government entity, will need to be notified about the dissolution.
-
4
File the appropriate dissolution paperwork. The form that is required for the dissolution will vary, but is often called a "declaration of dissolution." The standard dissolution document used for corporations and other businesses is also used to dissolve a corporate sole. The form must be completed, signed, and submitted to the appropriate agency.
-
5
Disperse property and assets held by the corporate sole. After the corporate sole is dissolved, all debts that the corporate sole incurred must be settled. After all obligations are settled, the remaining assets are issued to the church or religious organization unless otherwise specified within the articles of incorporation of the corporation sole.
-
1
