Oregon Statutes 65.067 – Corporation sole
(1) Except as provided in subsection (5) of this section, an individual may, in conformity with the constitution, canons, rules, regulations and disciplines of a church or religious denomination, form a corporation sole under this section. A corporation sole is a form of religious corporation and differs from other religious corporations organized under this chapter only in that the corporation sole does not have a board of directors, does not need to have officers and is managed by a single director who is the individual who constitutes the corporation and is the corporation sole’s incorporator or the successor of the incorporator.
Terms Used In Oregon Statutes 65.067
- Board of directors: means the individual or individuals who are vested with overall management of the affairs of a domestic corporation or foreign corporation, irrespective of the name that designates the individual or individuals. See Oregon Statutes 65.001
- Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
- Corporation: means a domestic corporation or a foreign corporation. See Oregon Statutes 65.001
- Director: means an individual who acts as a member of the board of directors, who has a right to vote on questions concerning the management and regulation of a corporation's affairs and who is:
(a) An appointed director;
(b) A designated director; or
(c) A director elected by the incorporators, directors or members. See Oregon Statutes 65.001
- Individual: means a natural person, including the guardian of an incompetent individual. See Oregon Statutes 65.001
- Member: means a person that is entitled, under a domestic corporation's or foreign corporation's articles of incorporation or bylaws, to exercise any of the rights described in ORS § 65. See Oregon Statutes 65.001
- Membership: means the rights and obligations a member has under this chapter. See Oregon Statutes 65.001
- Religious corporation: means a domestic corporation that is formed as a religious corporation under ORS § 65. See Oregon Statutes 65.001
(2) The name of the corporation sole is the same as the office within the church or religious denomination that the incorporator holds, followed by the words ‘and successors, a corporation sole.’
(3) Except to the extent that a provision of this chapter is not applicable to a corporation sole’s form of organization, all of the provisions of this chapter apply to a corporation sole. If the corporation sole has no officers, the director may perform any act that an officer may perform with the same effect and in the same manner as though one or more officers of the corporation sole performed the act.
(4) If a corporation sole or the individual that constitutes the corporation sole is the only member of a religious corporation, the religious corporation need not hold an annual membership meeting under ORS § 65.201 if the religious corporation is:
(a) Incorporated under the provisions of this chapter; and
(b) Of the same church or religious denomination as the corporation sole.
(5) A corporation sole may not be formed, incorporated or reinstated in this state on or after June 8, 2015. A corporation sole that exists before June 8, 2015, may continue to operate as a corporation sole, subject to the provisions of this chapter, if the corporation sole remains active and was not dissolved. [1989 c.1010 § 27; 2013 c.139 § 1; 2015 c.278 § 1; 2023 c.299 § 1]
PURPOSES AND POWERS