USA Statutes : nevada
Title : Title 07 - BUSINESS ASSOCIATIONS; SECURITIES; COMMODITIES
Chapter : CHAPTER 80 - FOREIGN CORPORATIONS
As used in this chapter, unless the
context otherwise requires, the words and terms defined in NRS 80.002
to 80.004 , inclusive, have the meanings ascribed to them
in those sections.
(Added to NRS by 1999, 1595 ; A 2003, 3111 )
“Record” means information that is
inscribed on a tangible medium or that is stored in an electronic or
other medium and is retrievable in perceivable form.
(Added to NRS by 2003, 3111 )
“Sign” means to affix a signature to
a record.
(Added to NRS by 2003, 3111 )
“Signature” means a name, word,
symbol or mark executed or otherwise adopted, or a record encrypted or
similarly processed in whole or in part, by a person with the present
intent to identify himself and adopt or accept a record. The term
includes, without limitation, an electronic signature as defined in NRS
719.100 .
(Added to NRS by 1999, 1595 ; A 2001, 101 , 2724 ; 2003, 3111 )
“Street address” of a
resident agent means the actual physical location in this State at which
a resident agent is available for service of process.
(Added to NRS by 1999, 1595 )
1. Each record filed with the Secretary of State pursuant to this
chapter must be on or accompanied by a form prescribed by the Secretary
of State.
2. The Secretary of State may refuse to file a record which does
not comply with subsection 1 or which does not contain all the
information required by statute for filing the record.
3. If the provisions of the form prescribed by the Secretary of
State conflict with the provisions of any record that is submitted for
filing with the form:
(a) The provisions of the form control for all purposes with
respect to the information that is required by statute to appear in the
record in order for the record to be filed; and
(b) Unless otherwise provided in the record, the provisions of the
record control in every other situation.
4. The Secretary of State may by regulation provide for the
electronic filing of records with the Office of the Secretary of State.
(Added to NRS by 2003, 20th Special Session, 40 )
The
Secretary of State may microfilm or image any record which is filed in
his office by a foreign corporation pursuant to this chapter and may
return the original record to the corporation.
(Added to NRS by 1977, 572; A 2003, 3111 ; 2003, 20th Special Session, 41 )
Before the issuance of stock, an
incorporator or, after the issuance of stock, an officer of a foreign
corporation may authorize the Secretary of State in writing to replace
any page of a record submitted for filing on an expedited basis, before
the actual filing, and to accept the page as if it were part of the
original record.
(Added to NRS by 2001, 1380 ; A 2001, 3199 ; 2003, 3111 )
1. A foreign corporation may correct a record filed in the Office
of the Secretary of State if the record contains an incorrect statement
or was defectively signed, attested, sealed or verified.
2. To correct a record, the corporation must:
(a) Prepare a certificate of correction which:
(1) States the name of the corporation;
(2) Describes the record, including, without limitation, its
filing date;
(3) Specifies the inaccuracy or defect;
(4) Sets forth the inaccurate or defective portion of the
record in an accurate or corrected form; and
(5) Is signed by an officer of the corporation or, if no
stock has been issued by the corporation, by the incorporator or a
director of the corporation.
(b) Deliver the certificate to the Secretary of State for filing.
(c) Pay a filing fee of $175 to the Secretary of State.
3. A certificate of correction is effective on the effective date
of the record it corrects except as to persons relying on the uncorrected
record and adversely affected by the correction. As to those persons, the
certificate is effective when filed.
(Added to NRS by 1997, 708; A 1999, 1595 ; 2003, 3111 ; 2003, 20th Special Session, 41 )
QUALIFICATION
1. Before commencing or doing any business in this State, each
corporation organized pursuant to the laws of another state, territory,
the District of Columbia, a possession of the United States or a foreign
country that enters this State to do business must:
(a) File in the Office of the Secretary of State of this State:
(1) A certificate of corporate existence issued not more
than 90 days before the date of filing by an authorized officer of the
jurisdiction of its incorporation setting forth the filing of records and
instruments related to the articles of incorporation, or the governmental
acts or other instrument or authority by which the corporation was
created. If the certificate is in a language other than English, a
translation, together with the oath of the translator and his attestation
of its accuracy, must be attached to the certificate.
(2) A certificate of acceptance of appointment signed by its
resident agent, who must be a resident or located in this State. The
certificate must set forth the name of the resident agent, his street
address for the service of process, and his mailing address if different
from his street address. The street address of the resident agent is the
registered office of the corporation in this State.
(3) A statement signed by an officer of the corporation
setting forth:
(I) A general description of the purposes of the
corporation; and
(II) The authorized stock of the corporation and the
number and par value of shares having par value and the number of shares
having no par value.
(b) Lodge in the Office of the Secretary of State a copy of the
record most recently filed by the corporation in the jurisdiction of its
incorporation setting forth the authorized stock of the corporation, the
number of par-value shares and their par value, and the number of
no-par-value shares.
2. The Secretary of State shall not file the records required by
subsection 1 for any foreign corporation whose name is not
distinguishable on the records of the Secretary of State from the names
of all other artificial persons formed, organized, registered or
qualified pursuant to the provisions of this title that are on file in
the Office of the Secretary of State and all names that are reserved in
the Office of the Secretary of State pursuant to the provisions of this
title, unless the written, acknowledged consent of the holder of the name
on file or reserved name to use the same name or the requested similar
name accompanies the articles of incorporation.
3. For the purposes of this section and NRS 80.012 , a proposed name is not distinguishable from a
name on file or reserved solely because one or the other names contains
distinctive lettering, a distinctive mark, a trademark or trade name, or
any combination thereof.
4. The name of a foreign corporation whose charter has been
revoked, which has merged and is not the surviving entity or whose
existence has otherwise terminated is available for use by any other
artificial person.
5. The Secretary of State shall not accept for filing the records
required by subsection 1 or NRS 80.110
for any foreign corporation if the name of the corporation contains the
words “engineer,” “engineered,” “engineering,” “professional engineer,”
“registered engineer” or “licensed engineer” unless the State Board of
Professional Engineers and Land Surveyors certifies that:
(a) The principals of the corporation are licensed to practice
engineering pursuant to the laws of this State; or
(b) The corporation is exempt from the prohibitions of NRS 625.520
.
6. The Secretary of State shall not accept for filing the records
required by subsection 1 or NRS 80.110
for any foreign corporation if it appears from the records that the
business to be carried on by the corporation is subject to supervision by
the Commissioner of Financial Institutions, unless the Commissioner
certifies that:
(a) The corporation has obtained the authority required to do
business in this State; or
(b) The corporation is not subject to or is exempt from the
requirements for obtaining such authority.
7. The Secretary of State shall not accept for filing the records
required by subsection 1 or NRS 80.110
for any foreign corporation if the name of the corporation contains the
word “accountant,” “accounting,” “accountancy,” “auditor” or “auditing”
unless the Nevada State Board of Accountancy certifies that the foreign
corporation:
(a) Is registered pursuant to the provisions of chapter 628 of NRS; or
(b) Has filed with the Nevada State Board of Accountancy under
penalty of perjury a written statement that the foreign corporation is
not engaged in the practice of accounting and is not offering to practice
accounting in this State.
8. The Secretary of State may adopt regulations that interpret the
requirements of this section.
[Part 1:89:1907; A 1949, 503; 1951, 203; 1955, 404]—(NRS A 1957,
74; 1959, 839; 1965, 600; 1977, 404; 1979, 398; 1981, 385; 1985, 1874;
1987, 1059; 1989, 950, 980, 1972; 1991, 99, 1243, 2248; 1993, 129, 980;
1995, 1117, 2102; 1997, 1059; 1999, 1595 , 1707 , 2442 ; 2001, 101 , 109 ; 2003, 3112 ; 2003, 20th Special Session, 41 )
1. The Secretary of State, when requested so to do, shall reserve,
for a period of 90 days, the right to use any name available pursuant to
NRS 80.010 , for the use of any foreign
corporation. During the period, a name so reserved is not available for
use or reservation by any other artificial person forming, organizing,
registering or qualifying in the Office of the Secretary of State
pursuant to the provisions of this title without the written,
acknowledged consent of the person at whose request the reservation was
made.
2. The use by any other artificial person of a name in violation
of subsection 1 or NRS 80.010 may be
enjoined, even if the record under which the artificial person is formed,
organized, registered or qualified has been filed by the Secretary of
State.
(Added to NRS by 1991, 1242; A 1993, 982; 1999, 1597 ; 2003, 3113 )
1. For the purposes of this chapter, the following activities do
not constitute doing business in this State:
(a) Maintaining, defending or settling any proceeding;
(b) Holding meetings of the board of directors or stockholders or
carrying on other activities concerning internal corporate affairs;
(c) Maintaining accounts in banks or credit unions;
(d) Maintaining offices or agencies for the transfer, exchange and
registration of the corporation’s own securities or maintaining trustees
or depositaries with respect to those securities;
(e) Making sales through independent contractors;
(f) Soliciting or receiving orders outside of this State through or
in response to letters, circulars, catalogs or other forms of
advertising, accepting those orders outside of this State and filling
them by shipping goods into this State;
(g) Creating or acquiring indebtedness, mortgages and security
interests in real or personal property;
(h) Securing or collecting debts or enforcing mortgages and
security interests in property securing the debts;
(i) Owning, without more, real or personal property;
(j) Isolated transactions completed within 30 days and not a part
of a series of similar transactions;
(k) The production of motion pictures as defined in NRS 231.020
;
(l) Transacting business as an out-of-state depository institution
pursuant to the provisions of title 55 of NRS; and
(m) Transacting business in interstate commerce.
2. The list of activities in subsection 1 is not exhaustive.
3. A person who is not doing business in this State within the
meaning of this section need not qualify or comply with any provision of
this chapter, chapter 645A , 645B or 645E of NRS or title 55 or 56 of NRS unless he:
(a) Maintains an office in this State for the transaction of
business; or
(b) Solicits or accepts deposits in the State, except pursuant to
the provisions of chapter 666 or 666A of NRS.
4. The fact that a person is not doing business in this State
within the meaning of this section:
(a) Does not affect the determination of whether any court,
administrative agency or regulatory body in this State may exercise
personal jurisdiction over the person in any civil action, criminal
action, administrative proceeding or regulatory proceeding; and
(b) Except as otherwise provided in subsection 3, does not affect
the applicability of any other provision of law with respect to the
person and may not be offered as a defense or introduced in evidence in
any civil action, criminal action, administrative proceeding or
regulatory proceeding to prove that the person is not doing business in
this State, including, without limitation, any civil action, criminal
action, administrative proceeding or regulatory proceeding involving an
alleged violation of chapter 597 , 598 or 598A of NRS.
5. As used in this section and for the purposes of NRS 80.016
, “deposits” means demand deposits,
savings deposits and time deposits, as those terms are defined in chapter
657 of NRS.
(Added to NRS by 1989, 980; A 1991, 1244; 1993, 982; 1995, 1561;
1997, 708; 1999, 1455 , 1597 , 3803 , 3814 ; 2001, 282 , 1380 , 3199 ; 2003, 3113 )
For the purposes of NRS 80.015 :
1. A solicitation of a deposit is made in this State, whether or
not either party is present in this State, if the solicitation:
(a) Originates in this State; or
(b) Is directed by the solicitor to a destination in this State and
received where it is directed, or at a post office in this State if the
solicitation is mailed.
2. A solicitation of a deposit is accepted in this State if
acceptance:
(a) Is communicated to the solicitor in this State; and
(b) Has not previously been communicated to the solicitor, orally
or in writing, outside this State.
Ê Acceptance is communicated to the solicitor in this State, whether or
not either party is present in this State, if the depositor directs it to
the solicitor reasonably believing the solicitor to be in this State and
it is received where it is directed, or at any post office in this State
if the acceptance is mailed.
3. A solicitation made in a newspaper or other publication of
general, regular and paid circulation is not made in this State if the
publication:
(a) Is not published in this State; or
(b) Is published in this State but has had more than two-thirds of
its circulation outside this State during the 12 months preceding the
solicitation.
Ê If a publication is published in editions, each edition is a separate
publication except for material common to all editions.
4. A solicitation made in a radio or television program or other
electronic communication received in this State which originates outside
this State is not made in this State. A radio or television program or
other electronic communication shall be deemed to have originated in this
State if the broadcast studio or origin of the source of transmission is
located within the State, unless:
(a) The program or communication is syndicated and distributed from
outside this State for redistribution to the general public in this State;
(b) The program is supplied by a radio, television or other
electronic network whose electronic signal originates outside this State
for redistribution to the general public in this State;
(c) The program or communication is an electronic signal that
originates outside this State and is captured for redistribution to the
general public in this State by a community antenna or cable, radio,
cable television or other electronic system; or
(d) The program or communication consists of an electronic signal
which originates within this State, but which is not intended for
redistribution to the general public in this State.
(Added to NRS by 1991, 1242)
1. If a foreign corporation cannot qualify to do business in this
State because its name does not meet the requirements of NRS 80.010
, it may apply for a certificate to do
business by having its board of directors adopt a resolution setting
forth the name under which the corporation elects to do business in this
State. The resolution may:
(a) Add to the existing corporate name a word, abbreviation or
other distinctive element; or
(b) Adopt a name different from its existing corporate name that is
available for use in this State.
2. In addition to the records required by subsection 1 of NRS
80.010 , the corporation shall file a
resolution certifying the adoption of the modified name.
3. If the Secretary of State determines that the modified
corporate name complies with the provisions of NRS 80.010 , he shall issue the certificate in the foreign
corporation’s modified name if the foreign corporation otherwise
qualifies to do business in this State.
4. A foreign corporation doing business in this State under a
modified corporate name approved by the Secretary of State shall use the
modified name in its dealings and communications with the Secretary of
State.
(Added to NRS by 1985, 1873; A 1991, 2249; 2001, 1381 , 3199 ; 2003, 3114 ; 2003, 20th Special Session, 43 )
1. Each foreign corporation admitted to do business in this State
shall, within 90 days after the filing of any record amendatory or
otherwise relating to the original articles in the place of its creation,
file in the Office of the Secretary of State:
(a) A copy of the record certified by an authorized officer of the
place of its creation, or a certificate evidencing the filing, issued by
the authorized officer of the place of its creation with whom the record
was filed; and
(b) A statement of an officer of the corporation of the change
reflected by the filing of the record, showing its relation to the name,
authorized capital stock, or general purposes.
2. When a foreign corporation authorized to do business in this
State becomes a constituent of a merger permitted by the laws of the
state or country in which it is incorporated, it shall, within 90 days
after the merger becomes effective, file a copy of the agreement of
merger filed in the place of its creation, certified by an authorized
officer of the place of its creation, or a certificate, issued by the
proper officer of the place of its creation, attesting to the occurrence
of the event, in the Office of the Secretary of State.
3. The Secretary of State may revoke the right of a foreign
corporation to transact business in this State if it fails to file the
records required by this section or pay the fees incident to that filing.
[Part 1:89:1907; A 1949, 503; 1951, 203; 1955, 404]—(NRS A 1977,
405; 1979, 399; 1981, 21; 1999, 1598 ; 2001, 1381 , 3199 ; 2003, 3115 )
If the papers required by NRS
80.010 and 80.030 to be filed in this State are of record in a
language other than English in the place of creation of the corporation,
the certified papers in that language shall be accompanied by a verified
translation into the English language.
[Part 1:89:1907; A 1949, 503; 1951, 203; 1955, 404]—(NRS A 1977,
406)
1. Except as otherwise provided in subsection 3, foreign
corporations shall pay the same fees to the Secretary of State as are
required to be paid by corporations organized pursuant to the laws of
this State, but the amount of fees to be charged must not exceed:
(a) The sum of $35,000 for filing records for initial
qualification; or
(b) The sum of $35,000 for each subsequent filing of a certificate
increasing authorized capital stock.
2. If the corporate records required to be filed set forth only
the total number of shares of stock the corporation is authorized to
issue without reference to value, the authorized shares shall be deemed
to be without par value and the filing fee must be computed pursuant to
paragraph (b) of subsection 3 of NRS 78.760 .
3. Foreign corporations which are nonprofit corporations and which
do not have or issue shares of stock shall pay the same fees to the
Secretary of State as are required to be paid by nonprofit corporations
organized pursuant to the laws of this State.
4. The fee for filing a notice of withdrawal from the State of
Nevada by a foreign corporation is $75.
[2:89:1907; RL § 1349; NCL § 1842] + [Part 1:52:1933; A 1949, 363;
1951, 393]—(NRS A 1960, 177; 1961, 398; 1977, 406; 1983, 692; 1989, 981;
1995, 1118; 2001, 3178 ; 2003, 3115 ; 2003, 20th Special Session, 43 )
1. Every corporation which fails or neglects to comply with the
provisions of NRS 80.010 to 80.040
, inclusive:
(a) Is subject to a fine of not less than $500, to be recovered in
a court of competent jurisdiction; and
(b) Except as otherwise provided in subsection 2, may not commence
or maintain any action or proceeding in any court of this State until it
has fully complied with the provisions of NRS 80.010 to 80.040 ,
inclusive.
2. An action or proceeding may be commenced by such a corporation
if an extraordinary remedy available pursuant to chapter 31 of NRS is all or part of the relief sought. Such an
action or proceeding must be dismissed without prejudice if the
corporation does not comply with the provisions of NRS 80.010 to 80.040 ,
inclusive, within 45 days after the action or proceeding is commenced.
3. When the Secretary of State is advised that a corporation is
doing business in contravention of NRS 80.010 to 80.040 ,
inclusive, he shall report that fact to the Governor. The Governor shall,
as soon as practicable, instruct the district attorney of the county
where the corporation has its principal place of business or the Attorney
General, or both, to institute proceedings to recover any applicable fine
provided for in this section.
[3:89:1907; RL § 1350; NCL § 1843]—(NRS A 1989, 17; 1993,
986)—(Substituted in revision for NRS 80.210)
RESIDENT AGENT
Every foreign corporation owning property
or doing business in this State shall appoint and keep in this State a
resident agent as provided in NRS 14.020 .
[Part 1911 CPA § 82; A 1933, 191; 1939, 66; 1931 NCL § 8580]
1. A foreign corporation may change its resident agent by filing
with the Secretary of State:
(a) A certificate of change of resident agent, signed by an officer
of the corporation, setting forth:
(1) The name of the corporation;
(2) The name and street address of the present resident
agent; and
(3) The name and street address of the new resident agent;
and
(b) A certificate of acceptance signed by the new resident agent,
which must be a part of or attached to the certificate of change of
resident agent.
2. If the name of a resident agent is changed as a result of a
merger, conversion, exchange, sale, reorganization or amendment, the
resident agent shall:
(a) File with the Secretary of State a certificate of name change
of resident agent that includes:
(1) The current name of the resident agent as filed with the
Secretary of State;
(2) The new name of the resident agent; and
(3) The name and file number of each artificial person
formed, organized, registered or qualified pursuant to the provisions of
this title that the resident agent represents; and
(b) Pay to the Secretary of State a filing fee of $100.
3. A change authorized by subsection 1 or 2 becomes effective upon
the filing of the proper certificate of change.
4. A resident agent who desires to resign shall:
(a) File with the Secretary of State a signed statement in the
manner provided pursuant to subsection 1 of NRS 78.097 that he is unwilling to continue to act as the
resident agent of the corporation for the service of process; and
(b) Pay to the Secretary of State the filing fee set forth in
subsection 1 of NRS 78.097 .
Ê A resignation is not effective until the signed statement is filed with
the Secretary of State.
5. Upon the filing of the statement of resignation with the
Secretary of State, the capacity of the resigning person as resident
agent terminates. If the statement of resignation is not accompanied by a
statement of the corporation appointing a successor resident agent, the
resigning resident agent shall give written notice, by mail, to the
corporation, of the filing of the statement and its effect. The notice
must be addressed to any officer of the corporation other than the
resident agent.
6. If a resident agent dies, resigns or moves from the State, the
corporation, within 30 days thereafter, shall file with the Secretary of
State a certificate of acceptance signed by the new resident agent. The
certificate must set forth the name of the new resident agent, his street
address for the service of process, and his mailing address if different
from his street address.
7. A corporation that fails to file a certificate of acceptance
signed by a new resident agent within 30 days after the death,
resignation or removal of its resident agent shall be deemed in default
and is subject to the provisions of NRS 80.150 and 80.160 .
[1:127:1939; 1931 NCL § 1813.01] + [2:127:1939; 1931 NCL §
1813.02]—(NRS A 1959, 840; 1969, 33; 1989, 951; 1993, 983; 1999, 1598
; 2003, 3116 ; 2003, 20th Special Session, 44 )
SUITS AGAINST FOREIGN CORPORATIONS
Service of process
on a foreign corporation owning property or doing business in this State
shall be made in the manner provided in NRS 14.020 and 14.030 .
[Part 1911 CPA § 83; A 1921, 107; 1939, 66; 1931 NCL § 8581]
If a foreign corporation doing
business in this State maintains and keeps in the State a resident agent
as provided by NRS 80.060 and files or
has microfilmed the papers, records and instruments required by NRS
80.010 to 80.040 , inclusive, the foreign corporation is
entitled to the benefit of the laws of this State limiting the time for
the commencement of civil actions.
[Part 1:165:1907; A 1921, 88; 1933, 24; 1931 NCL § 1848]—(NRS A
1965, 601; 2001, 1382 , 3199 ; 2003, 3116 )
The benefit of NRS 80.090
shall be suspended during any period or periods when the corporation is
in default in complying with the requirements of NRS 80.090 ; and no such corporation can maintain any
action or proceeding in any court of this State while so in default.
[Part 1:165: 1907; A 1921, 88; 1933, 24; 1931 NCL §
1848]—(Substituted in revision for NRS 80.220)
DIRECTORS AND OFFICERS
The provisions of NRS 78.135 apply to contracts and conveyances made by
foreign corporations in this State and to all conveyances by foreign
corporations of real property situated in this State.
[Part 31(a):177:1925; added 1949, 158; 1943 NCL § 1630.01]
ANNUAL LIST; DEFAULTING CORPORATIONS
1. Each foreign corporation doing business in this State shall, on
or before the last day of the first month after the filing of its
certificate of corporate existence with the Secretary of State, and
annually thereafter on or before the last day of the month in which the
anniversary date of its qualification to do business in this State occurs
in each year, file with the Secretary of State a list, on a form
furnished by him, that contains:
(a) The names and addresses, either residence or business, of its
president, secretary and treasurer, or the equivalent thereof, and all of
its directors;
(b) The name and street address of the lawfully designated resident
agent of the corporation in this State; and
(c) The signature of an officer of the corporation.
Ê Each list filed pursuant to this subsection must be accompanied by a
declaration under penalty of perjury that the foreign corporation has
complied with the provisions of NRS 360.780 and which acknowledges that pursuant to NRS 239.330 , it is a category C felony to knowingly offer
any false or forged instrument for filing with the Office of the
Secretary of State. Each list filed pursuant to this subsection must also
be accompanied by a statement as to whether the corporation is a publicly
traded company. If the corporation is a publicly traded company, the
corporation must list its Central Index Key. The Secretary of State shall
include on his Internet website the Central Index Key of a corporation
provided pursuant to this subsection and instructions describing the
manner in which a member of the public may obtain information concerning
the corporation from the Securities and Exchange Commission.
2. Upon filing:
(a) The initial list required by subsection 1, the corporation
shall pay to the Secretary of State a fee of $125.
(b) Each annual list required by subsection 1, the corporation
shall pay to the Secretary of State, if the amount represented by the
total number of shares provided for in the articles is:
$75,000 or
less.......................................................................
.................................. $125
Over $75,000 and not over
$200,000...................................................................
... 175
Over $200,000 and not over
$500,000...................................................................
. 275
Over $500,000 and not over
$1,000,000.................................................................
375
Over $1,000,000:
For the first
$1,000,000.................................................................
..................... 375
For each additional $500,000 or fraction
thereof........................................... 275
Ê The maximum fee which may be charged pursuant to paragraph (b) for
filing the annual list is $11,100.
3. If a director or officer of a corporation resigns and the
resignation is not reflected on the annual or amended list of directors
and officers, the corporation or the resigning director or officer shall
pay to the Secretary of State a fee of $75 to file the resignation.
4. The Secretary of State shall, 90 days before the last day for
filing each annual list required by subsection 1, cause to be mailed to
each corporation which is required to comply with the provisions of NRS
80.110 to 80.175 , inclusive, and which has not become
delinquent, the blank forms to be completed and filed with him. Failure
of any corporation to receive the forms does not excuse it from the
penalty imposed by the provisions of NRS 80.110 to 80.175 ,
inclusive.
5. An annual list for a corporation not in default which is
received by the Secretary of State more than 90 days before its due date
shall be deemed an amended list for the previous year and does not
satisfy the requirements of subsection 1 for the year to which the due
date is applicable.
[Part 1:180:1925; A 1929, 122; 1931, 408; 1931 NCL § 1804]—(NRS A
1957, 296; 1959, 840; 1977, 406; 1979, 186, 400, 401; 1983, 693; 1985,
234; 1989, 981; 1991, 2460; 1993, 983; 1995, 2103; 1999, 1599 ; 2001, 3179 ; 2003, 930 ; 2003, 20th Special Session, 45 , 183 ; 2005, 2252 )
1. At the time of submitting any list required pursuant to NRS
80.110 , a corporation that meets the
criteria set forth in subsection 2 must submit:
(a) The statement required pursuant to subsection 3, accompanied by
a declaration under penalty of perjury attesting that the statement does
not contain any material misrepresentation of fact; and
(b) A fee of $100,000, to be distributed in the manner provided
pursuant to subsection 4.
2. A corporation must submit a statement pursuant to this section
if the corporation, including its parent and all subsidiaries:
(a) Holds 25 percent or more of the share of the market within this
State for any product sold or distributed by the corporation within this
State; and
(b) Has had, during the previous 5-year period, a total of five or
more investigations commenced against the corporation, its parent or its
subsidiaries in any jurisdiction within the United States, including all
state and federal investigations:
(1) Which concern any alleged contract, combination or
conspiracy in restraint of trade, as described in subsection 1 of NRS
598A.060 , or which concern similar activities prohibited by a
substantially similar law of another jurisdiction; and
(2) Which resulted in the corporation being fined or
otherwise penalized or which resulted in the corporation being required
to divest any holdings or being unable to acquire any holdings as a
condition for the settlement, dismissal or resolution of those
investigations.
3. A corporation that meets the criteria set forth in subsection 2
shall submit a statement which includes the following information with
respect to each investigation:
(a) The jurisdiction in which the investigation was commenced.
(b) A summary of the nature of the investigation and the facts and
circumstances surrounding the investigation.
(c) If the investigation resulted in criminal or civil litigation,
a copy of all pleadings filed in the investigation by any party to the
litigation.
(d) A summary of the outcome of the investigation, including
specific information concerning whether any fine or penalty was imposed
against the corporation and whether the corporation was required to
divest any holdings or was unable to acquire any holdings as a condition
for the settlement, dismissal or resolution of the investigation.
4. The fee collected pursuant to subsection 1 must be deposited in
the Attorney General’s Administration Budget Account and used solely for
the purpose of investigating any alleged contract, combination or
conspiracy in restraint of trade, as described in subsection 1 of NRS
598A.060 .
(Added to NRS by 2003, 929 )
If
a corporation has filed the initial or annual list in compliance with NRS
80.110 and has paid the appropriate fee
for the filing, the cancelled check or other proof of payment received by
the corporation constitutes a certificate authorizing it to transact its
business within this State until the last day of the month in which the
anniversary of its qualification to transact business occurs in the next
succeeding calendar year.
[2:180:1925; A 1931, 408; 1931 NCL § 1805]—(NRS A 1959, 841; 1983,
693; 1993, 984; 1999, 1599 ; 2001, 3179 ; 2003, 20th Special Session, 46 )
1. Each list required to be filed under the provisions of NRS
80.110 to 80.175 , inclusive, must, after the name of each
officer and director listed thereon, set forth the address, either
residence or business, of each officer and director.
2. If the addresses are not stated for each person on any list
offered for filing, the Secretary of State may refuse to file the list,
and the corporation for which the list has been offered for filing is
subject to all the provisions of NRS 80.110 to 80.170 ,
inclusive, relating to failure to file the list within or at the times
therein specified, unless a list is subsequently submitted for filing
which conforms to the provisions of this section.
[3(a):180:1925; added 1951, 280]—(NRS A 1959, 841; 1985, 235; 1993,
984; 2003, 3116 ; 2003, 20th Special Session, 46 )
1. Any corporation which is required to make a filing and pay the
fee prescribed in NRS 80.110 to 80.175
, inclusive, and which refuses or
neglects to do so within the time provided is in default.
2. For default there must be added to the amount of the fee a
penalty of $75, and unless the filing is made and the fee and penalty are
paid on or before the last day of the month in which the anniversary date
of incorporation occurs in which filing was required, the defaulting
corporation by reason of its default forfeits its right to transact any
business within this State. The fee and penalty must be collected as
provided in this chapter.
[4:180:1925; A 1931, 408; 1931 NCL § 1807]—(NRS A 1977, 407; 1979,
186; 1983, 694; 1985, 235; 1989, 982; 1993, 984; 1995, 1118; 2001, 3179
; 2003, 930 ; 2003, 20th Special Session, 46 )
1. The Secretary of State shall notify, by providing written
notice to its resident agent, each corporation deemed in default pursuant
to NRS 80.150 . The written notice:
(a) Must include a statement indicating the amount of the filing
fee, penalties incurred and costs remaining unpaid.
(b) At the request of the resident agent, may be provided
electronically.
2. Immediately after the last day of the month in which the
anniversary date of incorporation occurs, the Secretary of State shall
compile a complete list containing the names of all corporations whose
right to transact business has been forfeited.
3. The Secretary of State shall notify, by providing written
notice to its resident agent, each corporation specified in subsection 2
of the forfeiture of its right to do business. The written notice:
(a) Must include a statement indicating the amount of the filing
fee, penalties incurred and costs remaining unpaid.
(b) At the request of the resident agent, may be provided
electronically.
[Part 5:180:1925; NCL § 1808]—(NRS A 1959, 60, 575; 1965, 601;
1973, 1028; 1979, 187, 400, 402; 1993, 984; 1995, 1119; 2003, 20th
Special Session, 46 )
1. Except as otherwise provided in subsections 3 and 4, the
Secretary of State shall reinstate a corporation which has forfeited or
which forfeits its right to transact business under the provisions of
this chapter and shall restore to the corporation its right to transact
business in this State, and to exercise its corporate privileges and
immunities, if it:
(a) Files with the Secretary of State:
(1) The list as provided in NRS 80.110 and 80.140 ;
(2) The statement required by NRS 80.115 , if applicable; and
(3) A certificate of acceptance of appointment signed by its
resident agent; and
(b) Pays to the Secretary of State:
(1) The filing fee and penalty set forth in NRS 80.110
and 80.150 for each year or portion thereof that its
right to transact business was forfeited;
(2) The fee set forth in NRS 80.115 , if applicable; and
(3) A fee of $300 for reinstatement.
2. When the Secretary of State reinstates the corporation, he
shall issue to the corporation a certificate of reinstatement if the
corporation:
(a) Requests a certificate of reinstatement; and
(b) Pays the required fees pursuant to subsection 8 of NRS 78.785
.
3. The Secretary of State shall not order a reinstatement unless
all delinquent fees and penalties have been paid and the revocation of
the right to transact business occurred only by reason of failure to pay
the fees and penalties.
4. If the right of a corporation to transact business in this
State has been forfeited pursuant to the provisions of this chapter and
has remained forfeited for a period of 5 consecutive years, the right is
not subject to reinstatement.
[6:180:1925; A 1927, 42; NCL § 1809]—(NRS A 1959, 61; 1965, 602;
1973, 1029; 1975, 478; 1985, 235; 1987, 1060; 1991, 1245; 1993, 985;
1995, 1119; 2001, 3180 ; 2003, 20th Special Session, 47 )
1. Except as otherwise provided in subsection 2, if a foreign
corporation applies to reinstate its charter but its name has been
legally reserved or acquired by another artificial person formed,
organized, registered or qualified pursuant to the provisions of this
title whose name is on file with the Office of the Secretary of State or
reserved in the Office of the Secretary of State pursuant to the
provisions of this title, the foreign corporation must in its application
for reinstatement submit in writing to the Secretary of State some other
name under which it desires its existence to be reinstated. If that name
is distinguishable from all other names reserved or otherwise on file,
the Secretary of State shall reinstate the foreign corporation under that
new name.
2. If the applying foreign corporation submits the written,
acknowledged consent of the artificial person having a name, or the
person who has reserved a name, which is not distinguishable from the old
name of the applying foreign corporation or a new name it has submitted,
it may be reinstated under that name.
3. For the purposes of this section, a proposed name is not
distinguishable from a name on file or reserved solely because one or the
other contains distinctive lettering, a distinctive mark, a trademark or
a trade name, or any combination thereof.
4. The Secretary of State may adopt regulations that interpret the
requirements of this section.
(Added to NRS by 2003, 20th Special Session, 40 )
MISCELLANEOUS PROVISIONS
1. Except as otherwise provided in subsection 2, each foreign
corporation doing business in this State shall, not later than the month
of March in each year, publish a statement of its last calendar year’s
business in two numbers or issues of a newspaper published in this State
that has a total weekly circulation of at least 1,000. The statement must
include:
(a) The name of the corporation.
(b) The name and title of the corporate officer submitting the
statement.
(c) The mailing or street address of the corporation’s principal
office.
(d) The mailing or street address of the corporation’s office in
this State, if one exists.
(e) The total assets and liabilities of the corporation at the end
of the year.
2. If the corporation keeps its records on the basis of a fiscal
year other than the calendar, the statement required by subsection 1 must
be published not later than the end of the third month following the
close of each fiscal year.
3. A corporation which neglects or refuses to publish a statement
as required by this section is liable to a penalty of $100 for each month
that the statement remains unpublished.
4. Any district attorney in the State or the Attorney General may
sue to recover the penalty. The first county suing through its district
attorney shall recover the penalty, and if no suit is brought for the
penalty by any district attorney, the State may recover through the
Attorney General.
[1:108:1901; A 1913, 270; 1939, 169; 1949, 86; 1955, 751] +
[2:108:1901; A 1907, 39; RL § 1352; NCL § 1845]—(NRS A 1969, 147; 1977,
607, 1354; 1993, 986; 2003, 20th Special Session, 47 )
1. Any foreign corporation qualified to do business in this State
under the provisions of this chapter may withdraw therefrom and surrender
its right by:
(a) Filing with the Secretary of State a notice of its purpose so
to do, duly authorized to be given by resolution of its board of
directors and signed by the proper officers thereof; and
(b) Paying the fee required by NRS 80.050 for filing notice.
2. The provisions of subsection 1 apply only when the
corporation’s right to do business in this State at the time the notice
is submitted for filing has not been forfeited.
[1(a):89:1907; added 1949, 503; 1943 NCL § 1841.01]—(NRS A 1993,
986; 2003, 3117 )
A foreign corporation organized to render a professional
service may not render that service in this State unless the person
rendering it is licensed to do so by the appropriate regulating board of
this State.
(Added to NRS by 1995, 2102)
