[Rev. 2/10/2015 4:04:50
PM--2014R2]
CHAPTER 80 - FOREIGN CORPORATIONS
GENERAL PROVISIONS
NRS 80.0045 Form
required for filing of records.
NRS 80.005 Corporate
records: Microfilming; imaging; return.
NRS 80.006 Procedure
to submit replacement page to Secretary of State before actual filing of
record.
NRS 80.007 Correction
of inaccurate or defective record filed with Secretary of State; cancellation
of filings.
NRS 80.008 Secretary
of State authorized to adopt certain regulations to allow foreign corporation
to carry out powers and duties through use of most recent technology.
QUALIFICATION
NRS 80.010 Filing
requirements; distinguishable name of corporation required; availability of
name of revoked, merged or otherwise terminated corporation; limitations;
regulations.
NRS 80.012 Name
of corporation: Reservation; injunctive relief.
NRS 80.015 Activities
not constituting doing business.
NRS 80.016 Determination
of whether solicitation is made or accepted.
NRS 80.025 Modification
of corporate name to qualify to do business: Requirements; procedure.
NRS 80.030 Filing
of amendatory records after qualification.
NRS 80.040 Required
records in foreign language must be accompanied by English translations.
NRS 80.050 Fees.
NRS 80.055 Penalty
for failure to comply with requirements for qualification; enforcement;
regulations.
REGISTERED AGENT
NRS 80.060 Requirement.
NRS 80.070 Resignation
of registered agent or termination of registration of commercial registered
agent.
SUITS AGAINST FOREIGN CORPORATIONS
NRS 80.080 Service
of process on corporations.
NRS 80.090 Statute
of limitations.
NRS 80.095 Suspension
of statute of limitations for failure to comply.
DIRECTORS AND OFFICERS
NRS 80.100 Authority
of directors and representatives: Contracts and conveyances.
ANNUAL LIST AND OTHER REQUIREMENTS; DEFAULTING CORPORATIONS
NRS 80.110 Filing
requirements; fees; powers and duties of Secretary of State; regulations.
NRS 80.113 List
or statement to be maintained at registered office or principal place of
business; requirement to assist in criminal investigation; failure to comply;
regulations.
NRS 80.115 Additional
filing requirements for certain corporations: Criteria; statement; fees.
NRS 80.120 Certificate
of authorization to transact business.
NRS 80.140 Addresses
of officers and directors required; failure to file.
NRS 80.150 Defaulting
corporations: Identification; forfeiture of right to transact business;
penalty.
NRS 80.160 Defaulting
corporations: Duties of Secretary of State.
NRS 80.170 Defaulting
corporations: Conditions and procedure for reinstatement.
NRS 80.175 Defaulting
corporations: Reinstatement under old or new name; regulations.
MISCELLANEOUS PROVISIONS
NRS 80.190 Publication
of annual statement: Requirements; penalty.
NRS 80.200 Surrender
of right to transact intrastate business.
NRS 80.280 License
required for corporation to render professional service.
_________
GENERAL PROVISIONS
NRS 80.0045 Form required for filing of records.
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)
NRS 80.005 Corporate records: Microfilming; imaging; return. The Secretary of State may microfilm or image
any record which is filed in the Office of the Secretary of State 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)
NRS 80.006 Procedure to submit replacement page to Secretary of State
before actual filing of record. 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)
NRS 80.007 Correction of inaccurate or defective record filed with
Secretary of State; cancellation of filings.
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, or by some other person
specifically authorized by the corporation to sign the certificate.
(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.
4. If a foreign corporation has made a
filing with the Secretary of State and the Secretary of State has not processed
the filing and placed the filing into the public record, the foreign
corporation may cancel the filing by:
(a) Filing a statement of cancellation with the
Secretary of State; and
(b) Paying the required fee pursuant to
subsection 7 of NRS 78.785.
(Added to NRS by 1997, 708; A 1999, 1595; 2003, 3111; 2003, 20th
Special Session, 41; 2009, 2829;
2013, 843)
NRS 80.008 Secretary of State authorized to adopt certain regulations to
allow foreign corporation to carry out powers and duties through use of most
recent technology. The Secretary
of State may adopt regulations to define, for the purposes of certain provisions
of this chapter, the terms “meeting,” “writing,” “written” and other terms to
allow a foreign corporation or other entity which is subject to the provisions
of this chapter to carry out its powers and duties as prescribed by this
chapter through the use of the most recent technology available including,
without limitation, the use of electronic communications, videoconferencing and
telecommunications.
(Added to NRS by 2011, 777)
QUALIFICATION
NRS 80.010 Filing requirements; distinguishable name of corporation
required; availability of name of revoked, merged or otherwise terminated
corporation; limitations; regulations.
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:
(1) The information required pursuant to NRS 77.310. The street address of the
registered agent is the registered office of the corporation in this State.
(2) A statement signed by an officer of
the corporation, or some other person specifically authorized by the
corporation to sign the statement, setting forth:
(I) A general description of the
purposes of the corporation;
(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;
(III) A declaration of the existence
of the corporation and the name of the jurisdiction of its incorporation or the
governmental acts or other instrument of authority by which the corporation was
created; and
(IV) A declaration that the
corporation is in good standing in the jurisdiction of its incorporation or
creation.
(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 the name of the corporation contains
the words “architect,” “architecture,” “registered architect,” “licensed
architect,” “registered interior designer,” “registered interior design,”
“residential designer,” “registered residential designer,” “licensed
residential designer” or “residential design” unless the State Board of
Architecture, Interior Design and Residential Design certifies that:
(a) The principals of the corporation are holders
of a certificate of registration to practice architecture or residential design
or to practice as a registered interior designer, as applicable, pursuant to
the laws of this State; or
(b) The corporation is qualified to do business
in this State pursuant to NRS 623.349.
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 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.
8. 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.
9. The Secretary of State may adopt
regulations that interpret the requirements of subsections 1 to 8, inclusive.
10. A person shall not file the records
required by subsection 1 for any illegal purpose or with the fraudulent intent
to conceal any business activity, or lack thereof, from another person or a
governmental agency.
[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; 2007, 3, 2651; 2013, 844)
NRS 80.012 Name of corporation: Reservation; injunctive relief.
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)
NRS 80.015 Activities not constituting doing business.
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 the person:
(a) Maintains an office in this State for the
transaction of business;
(b) Solicits or accepts deposits in the State,
except pursuant to the provisions of chapter 666
or 666A of NRS;
(c) Solicits business for the activities of a
mortgage broker as defined by NRS
645B.0127 or the activities of a mortgage banker as defined by NRS 645E.100; or
(d) Arranges a mortgage loan secured by real
property which is not commercial property as defined by NRS 645E.040.
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; 2007, 963)
NRS 80.016 Determination of whether solicitation is made or accepted. 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)
NRS 80.025 Modification of corporate name to qualify to do business:
Requirements; procedure.
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, the Secretary of State 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)
NRS 80.030 Filing of amendatory records after qualification.
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)
NRS 80.040 Required records in foreign language must be accompanied by
English translations. 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)
NRS 80.050 Fees.
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 $34,925 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 $100.
[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; 2010, 26th
Special Session, 73; 2013, 1273)
NRS 80.055 Penalty for failure to comply with requirements for
qualification; enforcement; regulations.
1. Every corporation which willfully fails
or neglects to comply with the provisions of NRS 80.010
to 80.040, inclusive, is subject to a fine of not
less than $1,000 but not more than $10,000, to be recovered in a court of
competent jurisdiction.
2. Except as otherwise provided in
subsection 3, every corporation which fails or neglects to comply with the
provisions of NRS 80.010 to 80.040,
inclusive, 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.
3. 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.
4. When the Secretary of State is advised
that a corporation is doing business in contravention of NRS
80.010 to 80.040, inclusive, the Secretary of
State may, as soon as practicable, refer the matter to the district attorney of
the county where the corporation has its principal place of business or the
Attorney General, or both, for a determination of whether to institute proceedings
to recover any applicable fine provided for in this section. The district
attorney of the county where the corporation has its principal place of
business or the Attorney General may institute and prosecute the appropriate
proceedings to recover the fine. If the district attorney or the Attorney
General prevails in a proceeding to recover the fine described in subsection 1,
the district attorney or the Attorney General is entitled to recover the costs
of the proceeding, including, without limitation, the cost of any investigation
and reasonable attorney’s fees.
5. In the course of an investigation of a
violation of this section, the Secretary of State may require a corporation to
answer any interrogatory submitted by the Secretary of State that will assist
in the investigation.
6. The failure of a corporation to comply
with the provisions of NRS 80.010 to 80.040, inclusive, does not impair the validity of any
contract or act of the corporation, or prevent the corporation from defending
any action, suit or proceeding in any court of this State.
7. The Secretary of State may adopt
regulations to administer the provisions of this section.
[3:89:1907; RL § 1350; NCL § 1843]—(NRS A 1989, 17; 1993, 986; 2009, 1684;
2013, 846)
REGISTERED AGENT
NRS 80.060 Requirement. Every
foreign corporation owning property or doing business in this State shall
appoint and keep in this State a registered agent as provided in NRS 14.020.
[Part 1911 CPA § 82; A 1933, 191; 1939, 66; 1931 NCL
§ 8580]—(NRS A 2007,
2653)
NRS 80.070 Resignation of registered agent or termination of registration
of commercial registered agent.
1. If a registered agent resigns pursuant
to NRS 77.370 or if a commercial
registered agent terminates its registration as a commercial registered agent
pursuant to NRS 77.330, the
corporation, before the effective date of the resignation or termination, shall
file with the Secretary of State a statement of change of registered agent
pursuant to NRS 77.340.
2. A corporation that fails to comply with
subsection 1 shall be deemed in default and is subject to the provisions of NRS 80.150 and 80.160.
3. As used in this section, “commercial
registered agent” has the meaning ascribed to it in NRS 77.040.
[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; 2007, 2653; 2013, 846)
SUITS AGAINST FOREIGN CORPORATIONS
NRS 80.080 Service of process on 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]
NRS 80.090 Statute of limitations. If
a foreign corporation doing business in this State maintains and keeps in the
State a registered 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; 2007, 2654)
NRS 80.095 Suspension of statute of limitations for failure to comply. 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
NRS 80.100 Authority of directors and representatives: Contracts and
conveyances. 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 AND OTHER REQUIREMENTS; DEFAULTING CORPORATIONS
NRS 80.110 Filing requirements; fees; powers and duties of Secretary of
State; regulations.
1. Each foreign corporation doing business
in this State shall, on or before the last day of the first month after the
information required by NRS 80.010 is filed with
the Secretary of State or, if the foreign corporation has selected an
alternative due date pursuant to subsection 9, on or before that alternative
due date, 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 or, if applicable, on or before the last day of the month
in which the anniversary date of the alternative due date occurs in each year,
file with the Secretary of State a list, on a form furnished by the Secretary
of State, 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; and
(b) The signature of an officer of the
corporation or some other person specifically authorized by the corporation to
sign the list.
2. Each list filed pursuant to subsection
1 must be accompanied by:
(a) A declaration under penalty of perjury that:
(1) The foreign corporation has complied
with the provisions of chapter 76 of NRS;
(2) The foreign corporation 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; and
(3) None of the officers or directors
identified in the list has been identified in the list with the fraudulent
intent of concealing the identity of any person or persons exercising the power
or authority of an officer or director in furtherance of any unlawful conduct.
(b) A statement as to whether the foreign
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 the Secretary of State’s 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.
3. 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.
4. 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.
5. The Secretary of State shall, 90 days
before the last day for filing each annual list required by subsection 1,
provide 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, a notice of the fee due
pursuant to subsection 3 and a reminder to file the list pursuant to subsection
1. Failure of any corporation to receive a notice does not excuse it from the
penalty imposed by the provisions of NRS 80.110 to 80.175, inclusive.
6. 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.
7. A person who files with the Secretary
of State a list required by subsection 1 which identifies an officer or
director with the fraudulent intent of concealing the identity of any person or
persons exercising the power or authority of an officer or director in
furtherance of any unlawful conduct is subject to the penalty set forth in NRS 225.084.
8. For the purposes of this section, a
stockholder is not deemed to exercise actual control of the daily operations of
a corporation based solely on the fact that the stockholder has voting control
of the corporation.
9. The Secretary of State may allow a
foreign corporation to select an alternative due date for filing the initial
list required by subsection 1.
10. The Secretary of State may adopt
regulations to administer the provisions of subsection 9.
[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; 2007, 2654; 2009, 2034,
2830; 2013, 846)
NRS 80.113 List or statement to be maintained at registered office or
principal place of business; requirement to assist in criminal investigation;
failure to comply; regulations.
1. A foreign corporation that is not a
publicly traded corporation shall maintain at its registered office or principal
place of business in this State:
(a) A current list of its owners of record; or
(b) A statement indicating where such a list is
maintained.
2. Upon the request of the Secretary of
State, the foreign corporation shall:
(a) Provide the Secretary of State with the name
and contact information of the custodian of the list described in subsection 1.
The information required pursuant to this paragraph shall be kept confidential
by the Secretary of State.
(b) Provide written notice to the Secretary of
State within 10 days after any change in the information contained in the list
described in subsection 1.
3. Upon the request of any law enforcement
agency in the course of a criminal investigation, the Secretary of State may
require a foreign corporation to:
(a) Submit to the Secretary of State, within 3
business days, a copy of the list required to be maintained pursuant to
subsection 1; or
(b) Answer any interrogatory submitted by the
Secretary of State that will assist in the criminal investigation.
4. If a foreign corporation fails to
comply with any requirement pursuant to subsection 3, the Secretary of State
may take any action necessary, including, without limitation, the suspension or
revocation of the right of the foreign corporation to transact business in this
State.
5. The Secretary of State shall not
reinstate or revive the right of a foreign corporation to transact business
that was revoked or suspended pursuant to subsection 4 unless:
(a) The foreign corporation complies with the requirements
of subsection 3; or
(b) The law enforcement agency conducting the
investigation advises the Secretary of State to reinstate or revive the right
of the foreign corporation to transact business in this State.
6. The Secretary of State may adopt
regulations to administer the provisions of this section.
(Added to NRS by 2007, 1319; A 2009, 2831)
NRS 80.115 Additional filing requirements for certain corporations:
Criteria; statement; fees.
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)
NRS 80.120 Certificate of authorization to transact business. 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)
NRS 80.140 Addresses of officers and directors required; failure to file.
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)
NRS 80.150 Defaulting corporations: Identification; forfeiture of right to
transact business; penalty.
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)
NRS 80.160 Defaulting corporations: Duties of Secretary of State.
1. The Secretary of State shall notify, by
providing written notice to its registered 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 registered 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 registered 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 registered 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; 2007, 2655)
NRS 80.170 Defaulting corporations: Conditions and procedure for
reinstatement.
1. Except as otherwise provided in
subsections 3 and 4 or NRS 80.113, 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;
(3) The information required pursuant to NRS 77.310; and
(4) A declaration under penalty of
perjury, on a form provided by the Secretary of State, that the reinstatement
is authorized by a court of competent jurisdiction in this State or by the duly
elected board of directors of the foreign corporation or, if the foreign corporation
does not have a board of directors, the equivalent of such a board; 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, the Secretary of State 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
7 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.
5. Except as otherwise provided in NRS 80.175, a reinstatement pursuant to this section
relates back to the date on which the corporation forfeited its right to
transact business under the provisions of this chapter and reinstates the
corporation’s right to transact business as if such right had at all times
remained in full force and effect.
[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; 2007, 1320, 2421, 2655; 2013, 848)
NRS 80.175 Defaulting corporations: Reinstatement under old or new name;
regulations.
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
NRS 80.190 Publication of annual statement: Requirements; penalty.
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 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.
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; 2009, 1685;
2011, 2795)
NRS 80.200 Surrender of right to transact intrastate business.
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)
NRS 80.280 License required for corporation to render professional service. 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)
