USA Statutes : nevada
Title : Title 55 - BANKS AND RELATED ORGANIZATIONS
Chapter : CHAPTER 670 - DEVELOPMENT CORPORATIONS
As used in this chapter, unless the
context otherwise requires, the words and terms defined in NRS 670.020
to 670.050 , inclusive, have the meanings ascribed to them
in those sections.
(Added to NRS by 1975, 1819; A 1979, 577)
“Board of directors”
means the board of directors of a corporation created under this chapter.
(Added to NRS by 1975, 1819)
“Corporation” means a Nevada
development corporation created under this chapter.
(Added to NRS by 1975, 1819; A 1979, 577)
“Financial
institution” means any banking corporation, credit union or trust
company, savings and loan association, insurance company or related
corporation, partnership, foundation or other institution engaged
primarily in lending or investing money.
(Added to NRS by 1975, 1819; A 1999, 1545 )
“Loan limit” means the maximum
amount permitted to be outstanding for any member at one time on loans by
such member to a corporation as determined under the provisions of this
chapter.
(Added to NRS by 1975, 1819)
The Commissioner shall adopt such
regulations as may be necessary to carry out the purposes and provisions
of this chapter.
(Added to NRS by 1979, 577; A 1983, 1763; 1987, 1947)
Five or more persons, a majority of whom
are residents of this state, may create a development corporation by
filing articles of incorporation in the office of the Secretary of State
in accordance with the provisions of this chapter.
(Added to NRS by 1975, 1819; A 1979, 577)
The
stockholders’ equity of a development corporation must not be less than
$500,000.
(Added to NRS by 1997, 1010)
The articles of
incorporation of the corporation must contain:
1. The name of the corporation, which must include the words
“development corporation.”
2. The location of the principal office of the corporation, but
the corporation may have other offices as the board of directors deems
necessary if those offices are located in this state.
3. The purposes for which the corporation is founded, which must
be:
(a) To assist, encourage, develop and advance the business
prosperity and economic welfare of this state;
(b) To encourage and assist in the location of new business and
industry in this state and to rehabilitate existing business and industry;
(c) To stimulate and assist in the expansion of all kinds of
business activity which will tend to promote the business development and
maintain the economic stability of this state, provide maximum
opportunities for employment, encourage thrift and improve the standard
of living of the residents of this state;
(d) To cooperate and act in conjunction with other organizations,
public or private, the objects of which are the promotion and advancement
of industrial, commercial, agricultural and recreational developments in
this state; and
(e) To furnish money and credit to approved and deserving
applicants, for the promotion, development and conduct of all kinds of
business activity in this state, thereby establishing a source of credit
not otherwise readily available for those purposes.
4. The names and post office addresses of the members of the first
board of directors, who, unless otherwise provided by the articles of
incorporation or the bylaws, shall hold office for the first year of
existence of the corporation or until their successors are elected and
have qualified.
5. Any provision which the incorporators may choose to insert for
the regulation of the business and for the conduct of the affairs of the
corporation and any provision creating, dividing, limiting and regulating
the powers of the corporation, the directors, stockholders or any class
of the stockholders, including, but not limited to, a list of the
officers, and provisions governing the issuance of stock certificates to
replace lost or destroyed certificates, except that no provision may be
included for cumulative voting for directors.
6. The amount of authorized stock and the number of shares into
which it is divided, the par value of each share and the amount of
stockholders’ equity with which the corporation will commence business
and, if there is more than one class of stock, a description of the
different classes.
7. The names and addresses of the preorganization subscribers of
stock and the number of shares subscribed by each.
8. Any provision consistent with the laws of this state for the
regulation of the corporation.
9. A recitation that the corporation is organized under the
provisions of this chapter.
(Added to NRS by 1975, 1819; A 1979, 577; 1997, 1010)
Before the articles of
incorporation or any amendment to them are filed with the Secretary of
State they must be approved by the Commissioner.
(Added to NRS by 1979, 577; A 1983, 1763; 1987, 1947)
The articles of
incorporation of the corporation shall be in writing, subscribed by or on
behalf of each of the incorporators and acknowledged by each of the
subscribers before a notary public and filed in the office of the
Secretary of State for approval. A duplicate copy so subscribed and
acknowledged may also be filed.
(Added to NRS by 1975, 1820)
When the articles of incorporation
have been approved by the Commissioner and filed in the Office of the
Secretary of State and approved by the Secretary of State, and all
application, licensing and filing fees and taxes prescribed by law have
been paid, the subscribers, their successors and assigns constitute a
corporation, and the corporation is then authorized to commence business,
and stock of the corporation to the extent authorized by this chapter may
from time to time be issued.
(Added to NRS by 1975, 1820; A 1979, 579; 1983, 1763; 1987, 1947)
1. The articles of incorporation may be amended by the affirmative
vote of stockholders representing not less than two-thirds of the issued
and outstanding stock entitled to vote. No amendment of the articles of
incorporation which is inconsistent with the general purposes expressed
in this chapter or which eliminates or curtails the right of the
commissioner to examine the corporation or the obligation of the
corporation to make reports as provided in NRS 670.250 , may be made.
2. The amendment must then be approved by the Commissioner before
it is submitted to the Secretary of State.
3. Within 30 days after any meeting at which an amendment of the
articles of incorporation has been adopted, articles of amendment signed
and sworn to by the president, treasurer and a majority of the directors,
setting forth the amendment and due adoption of it, must be submitted to
the Secretary of State who shall examine them, and if he finds that they
conform to the requirements of this chapter, shall so certify and endorse
his approval on them. Then the articles of amendment must be filed in the
Office of the Secretary of State, and no amendment may take effect until
the articles of amendment have been filed.
(Added to NRS by 1975, 1824; A 1979, 579; 1983, 1763; 1987, 1948)
1. A development corporation shall obtain a license from the
Commissioner before conducting any business. The application for the
license must be on a form prescribed by the Commissioner.
2. A nonrefundable fee of not more than $2,000 for the application
and survey must accompany the application. The applicant shall also pay
such additional expenses incurred in the process of investigation as the
Commissioner deems necessary. In addition, a fee of not less than $200 or
more than $500, prorated on the basis of the licensing year as provided
by the Commissioner, must be paid at the time the application is
submitted.
3. The Commissioner shall adopt regulations establishing the
amount of the fees required pursuant to this section. All money received
by the Commissioner pursuant to this section must be placed in the
Investigative Account created by NRS 232.545 .
4. The Commissioner shall consider an application to be withdrawn
if the Commissioner has not received all information and fees required to
complete the application within 12 months after the date the application
is first submitted to the Commissioner or within such later period as the
Commissioner determines in accordance with any existing policies of joint
regulatory partners. If an application is deemed to be withdrawn pursuant
to this subsection or if an applicant otherwise withdraws an application,
the Commissioner may not issue a license to the applicant unless the
applicant submits a new application and pays any required fees.
(Added to NRS by 1979, 577; A 1983, 1318, 1764; 1987, 1948; 1991,
1810; 2005, 1852 )
1. The first meeting of the corporation shall be called by a
notice signed by three or more of the incorporators, stating the time,
place and purpose of the meeting, a copy of which notice shall be mailed
or delivered to each incorporator at least 5 days before the day
appointed for the meeting. The first meeting may be held without such
notice upon agreement in writing to that effect, signed by all the
incorporators. There shall be recorded in the minutes of the meeting a
copy of the notice or of such unanimous agreement of the incorporators.
2. At the first meeting, the incorporators shall elect a temporary
clerk, adopt bylaws, elect a board of directors and take such other
action upon matters within the powers of the corporation as the
incorporators may see fit. The temporary clerk shall be sworn and shall
make and attest a record of the proceedings.
3. A majority and not less than three of the incorporators shall
be a quorum for the transaction of business.
(Added to NRS by 1975, 1826)
In furtherance of its purposes
and in addition to the powers conferred on business corporations by law,
the corporation has, subject to the restrictions and limitations
contained in this chapter, the following powers:
1. To elect, appoint and employ officers, agents and employees, to
make contracts and incur liabilities for any of the purposes of the
corporation. The corporation shall not incur any secondary liability by
way of guaranty or endorsement of the obligations of any natural person,
firm, corporation, joint-stock company, association or trust, or in any
other manner, except that the corporation may guarantee or endorse
obligations of borrowers.
2. To borrow money and negotiate guarantees from federal agencies
for any of the purposes of the corporation, to issue its bonds,
debentures, notes or other evidences of indebtedness, whether secured or
unsecured, and to secure them by mortgage, pledge, deed of trust or other
lien on its property, franchises, rights and privileges of every kind and
nature, or any part of them or interest in them, without securing
stockholder approval.
3. To make loans to any natural person, firm, corporation,
joint-stock company, association or trust, and to establish and regulate
the terms and conditions with respect to those loans and the charges for
interest and service connected therewith, except that the corporation
shall not approve any application for a loan unless the person applying
for the loan shows that he has applied for the loan through ordinary
banking channels and that the loan has been refused by at least one bank
or other financial institution.
4. To purchase, receive, hold, lease or otherwise acquire, and to
sell, convey, transfer, lease or otherwise dispose of real and personal
property, together with such rights and privileges as may be incidental
and appurtenant to the property and the use of it, including but not
restricted to any real or personal property acquired by the corporation
from time to time in the satisfaction of debts or enforcement of
obligations.
5. To acquire the goodwill, business, rights, real and personal
property and other assets, or any part of them, or interest in them, of
any natural person, firm, corporation, joint-stock company, association
or trust, and to assume, undertake or pay the obligations, debts and
liabilities of that natural person, firm, corporation, joint-stock
company, association or trust; to acquire improved or unimproved real
estate for the purpose of constructing industrial plants or other
business establishments on it or for the purpose of disposing of that
real estate to others for the construction of industrial plants or other
business establishments; and to acquire, construct or reconstruct, alter,
repair, maintain, operate, sell, convey, transfer, lease or otherwise
dispose of industrial plants or business establishments.
6. To acquire, subscribe for, own, hold, sell, assign, transfer,
mortgage, pledge or otherwise dispose of the stock, shares, bonds,
debentures, notes or other securities and evidences of interest in or
indebtedness of any natural person, firm, corporation, joint-stock
company, association or trust, and while the owner or holder thereof to
exercise all the rights, powers and privileges of ownership including the
right to vote thereon.
7. To mortgage, pledge or otherwise encumber any property, right
or thing of value acquired pursuant to the powers contained in subsection
4, 5 or 6 as security for the payment of any part of the purchase price
of them.
8. To cooperate with and avail itself of the facilities of the
United States Department of Commerce, the Commission on Economic
Development and any other similar state or federal governmental agencies;
and to cooperate with and assist, and otherwise encourage organizations
in the various communities of the State in the promotion, assistance and
development of the business prosperity and economic welfare of those
communities or of this state.
9. To do all acts and things necessary or convenient to carry out
the powers expressly granted in this chapter.
(Added to NRS by 1975, 1821; A 1979, 580; 1983, 1172)
Any corporation
organized under the provisions of this chapter may exercise the powers of
a corporation for economic revitalization and diversification organized
under the provisions of chapter 670A of
NRS, if the corporation amends its articles of incorporation to include
the purposes of a corporation for economic revitalization and
diversification and effectuates those purposes, exercises those powers
and conducts its operation in a manner consistent with the State Plan for
Economic Development.
(Added to NRS by 1983, 1279)
The
stockholders of the corporation have the following powers:
1. To determine the number of and elect directors as provided in
NRS 670.200 .
2. To make, amend and repeal bylaws.
3. To amend its charter as provided in NRS 670.110 .
4. To dissolve the corporation as provided in NRS 670.300 .
5. To do all things necessary or desirable to secure aid,
assistance loans and other financing from any financial institutions and
from any agency established under the Small Business Investment Act of
1958, Public Law 85-699, 85th Congress, or other similar federal laws now
or hereafter enacted.
6. To exercise such other of the powers of the corporation
consistent with this chapter as may be conferred on the stockholders by
the bylaws.
(Added to NRS by 1975, 1824; A 1979, 581)
1. The business and affairs of the corporation must be managed and
conducted by a board of directors, a president, a vice president, a
secretary, a treasurer and such other officers and agents as the
corporation by its bylaws may authorize. The board of directors shall
consist of a number not less than 9 nor more than 15 as may be determined
in the first instance by the incorporators and after that annually by the
stockholders of the corporation.
2. The board of directors may exercise all the powers of the
corporation except those conferred by law or by the bylaws of the
corporation upon the stockholders and shall choose and appoint all the
agents and officers of the corporation and fill all vacancies except
vacancies in the office of director, which must be filled as provided in
this section.
3. The board of directors shall be elected in the first instance
by the incorporators and after that by the stockholders at the annual
meeting, which annual meeting must be held during the month of January
or, if no annual meeting is held in the year of incorporation, then
within 90 days after the approval of the articles of incorporation at a
special meeting as provided in this chapter.
4. The directors shall hold office until the next annual meeting
of the corporation or special meeting held in lieu of the annual meeting
after the election and until their successors are elected and qualified,
unless sooner removed in accordance with the provisions of the bylaws.
5. Any vacancy in the office of a director must be filled by the
directors.
6. Directors and officers are not responsible for losses unless
the losses have been occasioned by the willful misconduct of those
directors and officers.
(Added to NRS by 1975, 1825; A 1979, 581)
The
corporation shall not receive money on deposit.
(Added to NRS by 1975, 1825; A 1979, 582)
Corporations organized under this
chapter shall adopt the calendar year as their fiscal year.
(Added to NRS by 1975, 1827)
1. A license issued pursuant to this chapter expires on December
31 of each year unless renewed by the corporation through the payment, on
or before that date, of an annual fee of not more than $500. The
Commissioner may reinstate an expired license upon receipt of the annual
fee and a fee of not more than $400 for reinstatement. The Commissioner
shall adopt regulations establishing the amount of the fees required
pursuant to this subsection.
2. The county and city wherein the corporation maintains a place
of business may also levy a licensing fee which does not exceed $50.
(Added to NRS by 1975, 1826; A 1979, 582; 1983, 1319; 1989, 919;
2005, 1852 )
1. The Commissioner shall examine the corporation as often as he
deems necessary.
2. The corporation shall report upon its condition annually to the
Commissioner:
(a) Within 60 days after the close of its fiscal year, unless the
Commissioner determines that there is good cause to extend that period;
and
(b) At any other time ordered by the Commissioner.
Ê The Commissioner may impose and collect a fee of not more than $10 for
each day the annual report is overdue. The Commissioner shall adopt
regulations establishing the amount of the fee that may be imposed
pursuant to this subsection. The Commissioner shall furnish copies of
these reports to the Commissioner of Insurance and the Governor. The
corporation shall also furnish any other information required by the
Commissioner or the Secretary of State.
3. The corporation shall pay a fee for conducting the examination
and preparing the report of the examination at the rate established
pursuant to NRS 658.101 .
4. The Commissioner shall exercise the same supervisory authority
over corporations organized under this chapter as he exercises over banks
and trust companies chartered by the State.
(Added to NRS by 1975, 1826; A 1979, 582; 1983, 1764; 1987, 1948,
2223; 1989, 920; 2005, 1852 )
Under no
circumstances shall the credit of the State be pledged to any corporation
organized under the provisions of this chapter.
(Added to NRS by 1975, 1826)
Any tax exemptions, tax credits or tax privileges granted
to banks, savings and loan associations, trust companies and other
financial institutions by any general laws are granted to corporations
organized pursuant to this chapter.
(Added to NRS by 1975, 1826)
Any corporation organized under the
provisions of this chapter is a state development company, as defined in
the Small Business Investment Act of 1958, Public Law 85-699, 85th
Congress, or any other similar federal legislation, and may operate on a
statewide basis.
(Added to NRS by 1975, 1826)
The period of existence of a
corporation is 50 years, except that the stockholders may dissolve the
corporation before the expiration of that period as provided in NRS
670.300 .
(Added to NRS by 1975, 1826; A 1979, 583)
A corporation may
dissolve upon the affirmative vote of stockholders representing not less
than two-thirds of the issued and outstanding stock.
(Added to NRS by 1975, 1826; A 1979, 583)
Except as otherwise provided in NRS 670.115 , all money collected pursuant to the
provisions of this chapter must be deposited in the State Treasury
pursuant to the provisions of NRS 658.091 .
(Added to NRS by 1983, 1318; A 2003, 3228 )
1. If a corporation fails to submit any report required pursuant
to this chapter or any regulation adopted pursuant thereto within the
prescribed period, the Commissioner may impose and collect a fee of not
more than $10 for each day the report is overdue.
2. The Commissioner shall adopt regulations establishing the
amount of the fee that may be imposed pursuant to this section.
(Added to NRS by 2005, 1851 )
In addition to any other remedy
or penalty, the Commissioner may impose an administrative fine of not
more than $10,000 upon a person who:
1. Without a license, conducts any business or activity for which
a license is required pursuant to the provisions of this chapter; or
2. Violates any provision of this chapter or any regulation
adopted pursuant thereto.
(Added to NRS by 2005, 1852 )
