2005 Nevada Revised Statutes - Chapter 670 — Development Corporations

CHAPTER 670 - DEVELOPMENT CORPORATIONS

NRS 670.010 Definitions.

NRS 670.020 Boardof directors defined.

NRS 670.030 Corporationdefined.

NRS 670.040 Financialinstitution defined.

NRS 670.050 Loanlimit defined.

NRS 670.067 Regulations.

NRS 670.070 Formation.

NRS 670.075 Minimumstockholders equity required.

NRS 670.080 Articlesof incorporation: Contents.

NRS 670.085 Articlesof incorporation: Approval of Commissioner prerequisite to filing withSecretary of State.

NRS 670.090 Articlesof incorporation: Filing.

NRS 670.100 Articlesof incorporation: Prerequisites to authorization to commence business.

NRS 670.110 Articlesof incorporation: Amendment.

NRS 670.115 Licenseto conduct business: Requirement; form; fee; regulations; withdrawal ofapplication.

NRS 670.120 Firstmeeting of corporation: Notice; duties of incorporators; quorum.

NRS 670.130 Powersof corporation.

NRS 670.155 Exerciseof powers of corporation for economic revitalization and diversification:Requirements.

NRS 670.180 Generalpowers of stockholders of corporation.

NRS 670.200 Officersand board of directors to manage corporation; number, powers, election andterms of directors; vacancies; responsibility for losses.

NRS 670.220 Receiptof money on deposit prohibited.

NRS 670.230 Fiscalyear.

NRS 670.240 Licenses:Expiration; renewal; reinstatement; fees; regulations.

NRS 670.250 Examinationby Commissioner; annual reports by corporation; regulations; costs ofexamination; authority of Commissioner.

NRS 670.260 Creditof State not to be pledged.

NRS 670.270 Taxexemptions, credits and privileges granted to corporation.

NRS 670.280 Statusof corporation as state development company under federal legislation.

NRS 670.290 Durationof corporation.

NRS 670.300 Dissolutionof corporation.

NRS 670.310 Depositof money collected pursuant to provisions of chapter.

NRS 670.320 Failureto submit required report; fees; regulations.

NRS 670.330 Administrativefines.

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NRS 670.010 Definitions. As used in this chapter, unless the context otherwiserequires, the words and terms defined in NRS670.020 to 670.050, inclusive, havethe meanings ascribed to them in those sections.

(Added to NRS by 1975, 1819; A 1979, 577)

NRS 670.020 Boardof directors defined. Board of directorsmeans the board of directors of a corporation created under this chapter.

(Added to NRS by 1975, 1819)

NRS 670.030 Corporationdefined. Corporation means a Nevada developmentcorporation created under this chapter.

(Added to NRS by 1975, 1819; A 1979, 577)

NRS 670.040 Financialinstitution defined. Financial institutionmeans any banking corporation, credit union or trust company, savings and loanassociation, insurance company or related corporation, partnership, foundationor other institution engaged primarily in lending or investing money.

(Added to NRS by 1975, 1819; A 1999, 1545)

NRS 670.050 Loanlimit defined. Loan limit means the maximumamount permitted to be outstanding for any member at one time on loans by suchmember to a corporation as determined under the provisions of this chapter.

(Added to NRS by 1975, 1819)

NRS 670.067 Regulations. The Commissioner shall adopt such regulations as may benecessary to carry out the purposes and provisions of this chapter.

(Added to NRS by 1979, 577; A 1983, 1763; 1987, 1947)

NRS 670.070 Formation. Five or more persons, a majority of whom are residents ofthis state, may create a development corporation by filing articles of incorporationin the office of the Secretary of State in accordance with the provisions ofthis chapter.

(Added to NRS by 1975, 1819; A 1979, 577)

NRS 670.075 Minimumstockholders equity required. Thestockholders equity of a development corporation must not be less than$500,000.

(Added to NRS by 1997, 1010)

NRS 670.080 Articlesof incorporation: Contents. The articles ofincorporation of the corporation must contain:

1. The name of the corporation, which must include thewords development corporation.

2. The location of the principal office of thecorporation, but the corporation may have other offices as the board ofdirectors 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 thebusiness prosperity and economic welfare of this state;

(b) To encourage and assist in the location of newbusiness and industry in this state and to rehabilitate existing business andindustry;

(c) To stimulate and assist in the expansion of allkinds of business activity which will tend to promote the business developmentand maintain the economic stability of this state, provide maximumopportunities for employment, encourage thrift and improve the standard ofliving of the residents of this state;

(d) To cooperate and act in conjunction with otherorganizations, public or private, the objects of which are the promotion andadvancement of industrial, commercial, agricultural and recreationaldevelopments in this state; and

(e) To furnish money and credit to approved anddeserving applicants, for the promotion, development and conduct of all kindsof business activity in this state, thereby establishing a source of credit nototherwise readily available for those purposes.

4. The names and post office addresses of the membersof the first board of directors, who, unless otherwise provided by the articlesof incorporation or the bylaws, shall hold office for the first year ofexistence of the corporation or until their successors are elected and havequalified.

5. Any provision which the incorporators may choose toinsert for the regulation of the business and for the conduct of the affairs ofthe corporation and any provision creating, dividing, limiting and regulatingthe powers of the corporation, the directors, stockholders or any class of thestockholders, including, but not limited to, a list of the officers, andprovisions governing the issuance of stock certificates to replace lost ordestroyed certificates, except that no provision may be included for cumulativevoting for directors.

6. The amount of authorized stock and the number ofshares into which it is divided, the par value of each share and the amount ofstockholders equity with which the corporation will commence business and, ifthere is more than one class of stock, a description of the different classes.

7. The names and addresses of the preorganizationsubscribers of stock and the number of shares subscribed by each.

8. Any provision consistent with the laws of thisstate for the regulation of the corporation.

9. A recitation that the corporation is organizedunder the provisions of this chapter.

(Added to NRS by 1975, 1819; A 1979, 577; 1997, 1010)

NRS 670.085 Articlesof incorporation: Approval of Commissioner prerequisite to filing withSecretary of State. Before the articles ofincorporation or any amendment to them are filed with the Secretary of Statethey must be approved by the Commissioner.

(Added to NRS by 1979, 577; A 1983, 1763; 1987, 1947)

NRS 670.090 Articlesof incorporation: Filing. The articles ofincorporation of the corporation shall be in writing, subscribed by or onbehalf of each of the incorporators and acknowledged by each of the subscribersbefore a notary public and filed in the office of the Secretary of State forapproval. A duplicate copy so subscribed and acknowledged may also be filed.

(Added to NRS by 1975, 1820)

NRS 670.100 Articlesof incorporation: Prerequisites to authorization to commence business. When the articles of incorporation have been approved bythe Commissioner and filed in the Office of the Secretary of State and approvedby the Secretary of State, and all application, licensing and filing fees andtaxes prescribed by law have been paid, the subscribers, their successors andassigns constitute a corporation, and the corporation is then authorized tocommence business, and stock of the corporation to the extent authorized bythis chapter may from time to time be issued.

(Added to NRS by 1975, 1820; A 1979, 579; 1983, 1763;1987, 1947)

NRS 670.110 Articlesof incorporation: Amendment.

1. The articles of incorporation may be amended by theaffirmative vote of stockholders representing not less than two-thirds of theissued and outstanding stock entitled to vote. No amendment of the articles ofincorporation which is inconsistent with the general purposes expressed in thischapter or which eliminates or curtails the right of the commissioner toexamine the corporation or the obligation of the corporation to make reports asprovided in NRS 670.250, may be made.

2. The amendment must then be approved by theCommissioner before it is submitted to the Secretary of State.

3. Within 30 days after any meeting at which anamendment of the articles of incorporation has been adopted, articles ofamendment signed and sworn to by the president, treasurer and a majority of thedirectors, setting forth the amendment and due adoption of it, must besubmitted to the Secretary of State who shall examine them, and if he findsthat they conform to the requirements of this chapter, shall so certify andendorse his approval on them. Then the articles of amendment must be filed inthe Office of the Secretary of State, and no amendment may take effect untilthe articles of amendment have been filed.

(Added to NRS by 1975, 1824; A 1979, 579; 1983, 1763;1987, 1948)

NRS 670.115 Licenseto conduct business: Requirement; form; fee; regulations; withdrawal ofapplication.

1. A development corporation shall obtain a licensefrom the Commissioner before conducting any business. The application for thelicense must be on a form prescribed by the Commissioner.

2. A nonrefundable fee of not more than $2,000 for theapplication and survey must accompany the application. The applicant shall alsopay such additional expenses incurred in the process of investigation as theCommissioner deems necessary. In addition, a fee of not less than $200 or morethan $500, prorated on the basis of the licensing year as provided by theCommissioner, must be paid at the time the application is submitted.

3. The Commissioner shall adopt regulationsestablishing the amount of the fees required pursuant to this section. Allmoney received by the Commissioner pursuant to this section must be placed inthe Investigative Account created by NRS232.545.

4. The Commissioner shall consider an application tobe withdrawn if the Commissioner has not received all information and feesrequired to complete the application within 12 months after the date theapplication is first submitted to the Commissioner or within such later periodas the Commissioner determines in accordance with any existing policies ofjoint regulatory partners. If an application is deemed to be withdrawn pursuantto this subsection or if an applicant otherwise withdraws an application, theCommissioner may not issue a license to the applicant unless the applicantsubmits a new application and pays any required fees.

(Added to NRS by 1979, 577; A 1983, 1318, 1764; 1987,1948; 1991, 1810; 2005,1852)

NRS 670.120 Firstmeeting of corporation: Notice; duties of incorporators; quorum.

1. The first meeting of the corporation shall becalled by a notice signed by three or more of the incorporators, stating thetime, place and purpose of the meeting, a copy of which notice shall be mailedor delivered to each incorporator at least 5 days before the day appointed forthe meeting. The first meeting may be held without such notice upon agreementin writing to that effect, signed by all the incorporators. There shall berecorded in the minutes of the meeting a copy of the notice or of suchunanimous agreement of the incorporators.

2. At the first meeting, the incorporators shall electa temporary clerk, adopt bylaws, elect a board of directors and take such otheraction upon matters within the powers of the corporation as the incorporatorsmay see fit. The temporary clerk shall be sworn and shall make and attest arecord of the proceedings.

3. A majority and not less than three of theincorporators shall be a quorum for the transaction of business.

(Added to NRS by 1975, 1826)

NRS 670.130 Powersof corporation. In furtherance of its purposesand in addition to the powers conferred on business corporations by law, thecorporation has, subject to the restrictions and limitations contained in thischapter, 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 thecorporation. The corporation shall not incur any secondary liability by way ofguaranty 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 fromfederal agencies for any of the purposes of the corporation, to issue itsbonds, debentures, notes or other evidences of indebtedness, whether secured orunsecured, and to secure them by mortgage, pledge, deed of trust or other lienon its property, franchises, rights and privileges of every kind and nature, orany 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 andregulate the terms and conditions with respect to those loans and the chargesfor interest and service connected therewith, except that the corporation shallnot approve any application for a loan unless the person applying for the loanshows that he has applied for the loan through ordinary banking channels andthat the loan has been refused by at least one bank or other financialinstitution.

4. To purchase, receive, hold, lease or otherwiseacquire, and to sell, convey, transfer, lease or otherwise dispose of real andpersonal property, together with such rights and privileges as may beincidental and appurtenant to the property and the use of it, including but notrestricted to any real or personal property acquired by the corporation fromtime to time in the satisfaction of debts or enforcement of obligations.

5. To acquire the goodwill, business, rights, real andpersonal property and other assets, or any part of them, or interest in them,of any natural person, firm, corporation, joint-stock company, association ortrust, and to assume, undertake or pay the obligations, debts and liabilitiesof that natural person, firm, corporation, joint-stock company, association ortrust; to acquire improved or unimproved real estate for the purpose ofconstructing industrial plants or other business establishments on it or forthe purpose of disposing of that real estate to others for the construction ofindustrial plants or other business establishments; and to acquire, constructor reconstruct, alter, repair, maintain, operate, sell, convey, transfer, leaseor 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 orindebtedness of any natural person, firm, corporation, joint-stock company, associationor 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 anyproperty, right or thing of value acquired pursuant to the powers contained insubsection 4, 5 or 6 as security for the payment of any part of the purchaseprice of them.

8. To cooperate with and avail itself of thefacilities of the United States Department of Commerce, the Commission onEconomic Development and any other similar state or federal governmentalagencies; and to cooperate with and assist, and otherwise encourageorganizations in the various communities of the State in the promotion,assistance and development of the business prosperity and economic welfare ofthose communities or of this state.

9. To do all acts and things necessary or convenientto carry out the powers expressly granted in this chapter.

(Added to NRS by 1975, 1821; A 1979, 580; 1983, 1172)

NRS 670.155 Exerciseof powers of corporation for economic revitalization and diversification:Requirements. Any corporation organized underthe provisions of this chapter may exercise the powers of a corporation foreconomic revitalization and diversification organized under the provisions of chapter 670A of NRS, if the corporation amendsits articles of incorporation to include the purposes of a corporation foreconomic revitalization and diversification and effectuates those purposes,exercises those powers and conducts its operation in a manner consistent withthe State Plan for Economic Development.

(Added to NRS by 1983, 1279)

NRS 670.180 Generalpowers of stockholders of corporation. Thestockholders of the corporation have the following powers:

1. To determine the number of and elect directors asprovided 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 secureaid, assistance loans and other financing from any financial institutions andfrom any agency established under the Small Business Investment Act of 1958,Public Law 85-699, 85th Congress, or other similar federal laws now orhereafter enacted.

6. To exercise such other of the powers of thecorporation consistent with this chapter as may be conferred on thestockholders by the bylaws.

(Added to NRS by 1975, 1824; A 1979, 581)

NRS 670.200 Officersand board of directors to manage corporation; number, powers, election andterms of directors; vacancies; responsibility for losses.

1. The business and affairs of the corporation must bemanaged and conducted by a board of directors, a president, a vice president, asecretary, a treasurer and such other officers and agents as the corporation byits bylaws may authorize. The board of directors shall consist of a number notless than 9 nor more than 15 as may be determined in the first instance by theincorporators and after that annually by the stockholders of the corporation.

2. The board of directors may exercise all the powersof the corporation except those conferred by law or by the bylaws of the corporationupon the stockholders and shall choose and appoint all the agents and officersof the corporation and fill all vacancies except vacancies in the office ofdirector, which must be filled as provided in this section.

3. The board of directors shall be elected in thefirst instance by the incorporators and after that by the stockholders at theannual meeting, which annual meeting must be held during the month of Januaryor, if no annual meeting is held in the year of incorporation, then within 90 daysafter the approval of the articles of incorporation at a special meeting asprovided in this chapter.

4. The directors shall hold office until the nextannual meeting of the corporation or special meeting held in lieu of the annualmeeting after the election and until their successors are elected andqualified, unless sooner removed in accordance with the provisions of thebylaws.

5. Any vacancy in the office of a director must befilled by the directors.

6. Directors and officers are not responsible forlosses unless the losses have been occasioned by the willful misconduct ofthose directors and officers.

(Added to NRS by 1975, 1825; A 1979, 581)

NRS 670.220 Receiptof money on deposit prohibited. Thecorporation shall not receive money on deposit.

(Added to NRS by 1975, 1825; A 1979, 582)

NRS 670.230 Fiscalyear. Corporations organized under thischapter shall adopt the calendar year as their fiscal year.

(Added to NRS by 1975, 1827)

NRS 670.240 Licenses:Expiration; renewal; reinstatement; fees; regulations.

1. A license issued pursuant to this chapter expireson December 31 of each year unless renewed by the corporation through thepayment, on or before that date, of an annual fee of not more than $500. TheCommissioner may reinstate an expired license upon receipt of the annual feeand a fee of not more than $400 for reinstatement. The Commissioner shall adoptregulations establishing the amount of the fees required pursuant to thissubsection.

2. The county and city wherein the corporationmaintains a place of business may also levy a licensing fee which does notexceed $50.

(Added to NRS by 1975, 1826; A 1979, 582; 1983, 1319;1989, 919; 2005, 1852)

NRS 670.250 Examinationby Commissioner; annual reports by corporation; regulations; costs ofexamination; authority of Commissioner.

1. The Commissioner shall examine the corporation asoften as he deems necessary.

2. The corporation shall report upon its conditionannually 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 thatperiod; and

(b) At any other time ordered by the Commissioner.

The Commissionermay impose and collect a fee of not more than $10 for each day the annualreport is overdue. The Commissioner shall adopt regulations establishing theamount of the fee that may be imposed pursuant to this subsection. TheCommissioner shall furnish copies of these reports to the Commissioner ofInsurance and the Governor. The corporation shall also furnish any otherinformation required by the Commissioner or the Secretary of State.

3. The corporation shall pay a fee for conducting theexamination and preparing the report of the examination at the rate establishedpursuant to NRS 658.101.

4. The Commissioner shall exercise the samesupervisory authority over corporations organized under this chapter as heexercises 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)

NRS 670.260 Creditof State not to be pledged. Under nocircumstances shall the credit of the State be pledged to any corporationorganized under the provisions of this chapter.

(Added to NRS by 1975, 1826)

NRS 670.270 Taxexemptions, credits and privileges granted to corporation. Any tax exemptions, tax credits or tax privileges grantedto banks, savings and loan associations, trust companies and other financialinstitutions by any general laws are granted to corporations organized pursuantto this chapter.

(Added to NRS by 1975, 1826)

NRS 670.280 Statusof corporation as state development company under federal legislation. Any corporation organized under the provisions of thischapter is a state development company, as defined in the Small BusinessInvestment Act of 1958, Public Law 85-699, 85th Congress, or any other similarfederal legislation, and may operate on a statewide basis.

(Added to NRS by 1975, 1826)

NRS 670.290 Durationof corporation. The period of existence of acorporation is 50 years, except that the stockholders may dissolve thecorporation before the expiration of that period as provided in NRS 670.300.

(Added to NRS by 1975, 1826; A 1979, 583)

NRS 670.300 Dissolutionof corporation. A corporation may dissolveupon the affirmative vote of stockholders representing not less than two-thirdsof the issued and outstanding stock.

(Added to NRS by 1975, 1826; A 1979, 583)

NRS 670.310 Depositof money collected pursuant to provisions of chapter. Exceptas otherwise provided in NRS 670.115,all money collected pursuant to the provisions of this chapter must bedeposited in the State Treasury pursuant to the provisions of NRS 658.091.

(Added to NRS by 1983, 1318; A 2003, 3228)

NRS 670.320 Failureto submit required report; fees; regulations.

1. If a corporation fails to submit any reportrequired pursuant to this chapter or any regulation adopted pursuant theretowithin the prescribed period, the Commissioner may impose and collect a fee ofnot more than $10 for each day the report is overdue.

2. The Commissioner shall adopt regulationsestablishing the amount of the fee that may be imposed pursuant to thissection.

(Added to NRS by 2005, 1851)

NRS 670.330 Administrativefines. In addition to any other remedy or penalty,the Commissioner may impose an administrative fine of not more than $10,000upon a person who:

1. Without a license, conducts any business oractivity for which a license is required pursuant to the provisions of thischapter; or

2. Violates any provision of this chapter or anyregulation adopted pursuant thereto.

(Added to NRS by 2005, 1852)