2005 Nevada Revised Statutes - Chapter 80 — Foreign Corporations

CHAPTER 80 - FOREIGN CORPORATIONS

GENERAL PROVISIONS

NRS 80.001 Definitions.

NRS 80.002 Recorddefined.

NRS 80.0025 Signdefined.

NRS 80.003 Signaturedefined.

NRS 80.004 Streetaddress defined.

NRS 80.0045 Formrequired for filing of records.

NRS 80.005 Corporaterecords: Microfilming; imaging; return.

NRS 80.006 Procedureto submit replacement page to Secretary of State before actual filing ofrecord.

NRS 80.007 Correctionof inaccurate or defective record filed with Secretary of State.

QUALIFICATION

NRS 80.010 Filingrequirements; distinguishable name of corporation required; availability ofname of revoked, merged or otherwise terminated corporation; limitations;regulations.

NRS 80.012 Nameof corporation: Reservation; injunctive relief.

NRS 80.015 Activitiesnot constituting transaction of business.

NRS 80.016 Determinationof whether solicitation is made or accepted.

NRS 80.025 Modificationof corporate name to qualify to transact business: Requirements; procedure.

NRS 80.030 Filingof amendatory records after qualification.

NRS 80.040 Requiredrecords in foreign language must be accompanied by English translations.

NRS 80.050 Fees.

NRS 80.055 Penaltiesfor failure to comply with requirements for qualification; enforcement.

RESIDENT AGENT

NRS 80.060 Requirement.

NRS 80.070 Revocationof appointment; change of name; resignation; designation of successor afterdeath, resignation or removal from State.

SUITS AGAINST FOREIGN CORPORATIONS

NRS 80.080 Serviceof process on corporations.

NRS 80.090 Statuteof limitations.

NRS 80.095 Suspensionof statute of limitations for failure to comply.

DIRECTORS AND OFFICERS

NRS 80.100 Authorityof directors and representatives: Contracts and conveyances.

ANNUAL LIST; DEFAULTING CORPORATIONS

NRS 80.110 Filingrequirements; fees; powers and duties of Secretary of State.

NRS 80.115 Additionalfiling requirements for certain corporations: Criteria; statement; fees.

NRS 80.120 Certificateof authorization to transact business.

NRS 80.140 Addressesof officers and directors required; failure to file.

NRS 80.150 Defaultingcorporations: Identification; forfeiture of right to transact business;penalty.

NRS 80.160 Defaultingcorporations: Duties of Secretary of State.

NRS 80.170 Defaultingcorporations: Conditions and procedure for reinstatement.

NRS 80.175 Defaultingcorporations: Reinstatement under old or new name; regulations.

MISCELLANEOUS PROVISIONS

NRS 80.190 Publicationof annual statement: Requirements; penalty.

NRS 80.200 Surrenderof right to transact intrastate business.

NRS 80.280 Licenserequired for corporation to render professional service.

_________

GENERAL PROVISIONS

NRS 80.001 Definitions. As used in this chapter, unless the context otherwiserequires, the words and terms defined in NRS80.002 to 80.004, inclusive, havethe meanings ascribed to them in those sections.

(Added to NRS by 1999, 1595; A 2003, 3111)

NRS 80.002 Recorddefined. Record means information that is inscribedon a tangible medium or that is stored in an electronic or other medium and isretrievable in perceivable form.

(Added to NRS by 2003, 3111)

NRS 80.0025 Signdefined. Sign means to affix a signature toa record.

(Added to NRS by 2003, 3111)

NRS 80.003 Signaturedefined. Signature means a name, word,symbol or mark executed or otherwise adopted, or a record encrypted orsimilarly processed in whole or in part, by a person with the present intent toidentify himself and adopt or accept a record. The term includes, withoutlimitation, an electronic signature as defined in NRS 719.100.

(Added to NRS by 1999, 1595; A 2001, 101, 2724; 2003, 3111)

NRS 80.004 Streetaddress defined. Street address of aresident agent means the actual physical location in this State at which aresident agent is available for service of process.

(Added to NRS by 1999, 1595)

NRS 80.0045 Formrequired for filing of records.

1. Each record filed with the Secretary of Statepursuant to this chapter must be on or accompanied by a form prescribed by theSecretary of State.

2. The Secretary of State may refuse to file a recordwhich does not comply with subsection 1 or which does not contain all theinformation required by statute for filing the record.

3. If the provisions of the form prescribed by theSecretary of State conflict with the provisions of any record that is submittedfor filing with the form:

(a) The provisions of the form control for all purposeswith respect to the information that is required by statute to appear in therecord in order for the record to be filed; and

(b) Unless otherwise provided in the record, theprovisions of the record control in every other situation.

4. The Secretary of State may by regulation providefor the electronic filing of records with the Office of the Secretary of State.

(Added to NRS by 2003, 20th SpecialSession, 40)

NRS 80.005 Corporaterecords: Microfilming; imaging; return. The Secretaryof State may microfilm or image any record which is filed in his office by aforeign corporation pursuant to this chapter and may return the original recordto the corporation.

(Added to NRS by 1977, 572; A 2003, 3111; 2003, 20th SpecialSession, 41)

NRS 80.006 Procedureto submit replacement page to Secretary of State before actual filing ofrecord. Before the issuance of stock, anincorporator or, after the issuance of stock, an officer of a foreigncorporation may authorize the Secretary of State in writing to replace any pageof a record submitted for filing on an expedited basis, before the actualfiling, 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 Correctionof inaccurate or defective record filed with Secretary of State.

1. A foreign corporation may correct a record filed inthe Office of the Secretary of State if the record contains an incorrectstatement 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, withoutlimitation, its filing date;

(3) Specifies the inaccuracy or defect;

(4) Sets forth the inaccurate or defectiveportion of the record in an accurate or corrected form; and

(5) Is signed by an officer of the corporationor, if no stock has been issued by the corporation, by the incorporator or adirector of the corporation.

(b) Deliver the certificate to the Secretary of Statefor filing.

(c) Pay a filing fee of $175 to the Secretary of State.

3. A certificate of correction is effective on theeffective date of the record it corrects except as to persons relying on theuncorrected record and adversely affected by the correction. As to thosepersons, the certificate is effective when filed.

(Added to NRS by 1997, 708; A 1999, 1595; 2003, 3111; 2003, 20th SpecialSession, 41)

QUALIFICATION

NRS 80.010 Filingrequirements; distinguishable name of corporation required; availability ofname of revoked, merged or otherwise terminated corporation; limitations;regulations.

1. Before commencing or doing any business in thisState, each corporation organized pursuant to the laws of another state,territory, the District of Columbia, a possession of the United States or aforeign country that enters this State to do business must:

(a) File in the Office of the Secretary of State ofthis State:

(1) A certificate of corporate existence issuednot more than 90 days before the date of filing by an authorized officer of thejurisdiction of its incorporation setting forth the filing of records andinstruments related to the articles of incorporation, or the governmental actsor other instrument or authority by which the corporation was created. If thecertificate is in a language other than English, a translation, together withthe oath of the translator and his attestation of its accuracy, must be attachedto the certificate.

(2) A certificate of acceptance of appointmentsigned by its resident agent, who must be a resident or located in this State.The certificate must set forth the name of the resident agent, his streetaddress for the service of process, and his mailing address if different fromhis street address. The street address of the resident agent is the registeredoffice of the corporation in this State.

(3) A statement signed by an officer of thecorporation setting forth:

(I) A general description of the purposesof the corporation; and

(II) The authorized stock of thecorporation and the number and par value of shares having par value and thenumber of shares having no par value.

(b) Lodge in the Office of the Secretary of State a copyof the record most recently filed by the corporation in the jurisdiction of itsincorporation setting forth the authorized stock of the corporation, the numberof par-value shares and their par value, and the number of no-par-value shares.

2. The Secretary of State shall not file the recordsrequired by subsection 1 for any foreign corporation whose name is notdistinguishable on the records of the Secretary of State from the names of allother artificial persons formed, organized, registered or qualified pursuant tothe provisions of this title that are on file in the Office of the Secretary ofState and all names that are reserved in the Office of the Secretary of Statepursuant to the provisions of this title, unless the written, acknowledged consentof the holder of the name on file or reserved name to use the same name or therequested similar name accompanies the articles of incorporation.

3. For the purposes of this section and NRS 80.012, a proposed name is notdistinguishable from a name on file or reserved solely because one or the othernames contains distinctive lettering, a distinctive mark, a trademark or tradename, or any combination thereof.

4. The name of a foreign corporation whose charter hasbeen revoked, which has merged and is not the surviving entity or whoseexistence has otherwise terminated is available for use by any other artificialperson.

5. The Secretary of State shall not accept for filingthe records required by subsection 1 or NRS80.110 for any foreign corporation if the name of the corporation containsthe words engineer, engineered, engineering, professional engineer,registered engineer or licensed engineer unless the State Board ofProfessional Engineers and Land Surveyors certifies that:

(a) The principals of the corporation are licensed topractice 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 filingthe records required by subsection 1 or NRS80.110 for any foreign corporation if it appears from the records that thebusiness to be carried on by the corporation is subject to supervision by theCommissioner of Financial Institutions, unless the Commissioner certifies that:

(a) The corporation has obtained the authority requiredto do business in this State; or

(b) The corporation is not subject to or is exempt fromthe requirements for obtaining such authority.

7. The Secretary of State shall not accept for filingthe records required by subsection 1 or NRS80.110 for any foreign corporation if the name of the corporation containsthe word accountant, accounting, accountancy, auditor or auditingunless 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 ofAccountancy under penalty of perjury a written statement that the foreigncorporation is not engaged in the practice of accounting and is not offering topractice accounting in this State.

8. The Secretary of State may adopt regulations thatinterpret the requirements of this section.

[Part 1:89:1907; A 1949, 503; 1951, 203; 1955, 404](NRSA 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 SpecialSession, 41)

NRS 80.012 Nameof 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 availablepursuant to NRS 80.010, for the use ofany foreign corporation. During the period, a name so reserved is not availablefor use or reservation by any other artificial person forming, organizing,registering or qualifying in the Office of the Secretary of State pursuant tothe provisions of this title without the written, acknowledged consent of theperson at whose request the reservation was made.

2. The use by any other artificial person of a name inviolation of subsection 1 or NRS 80.010may be enjoined, even if the record under which the artificial person isformed, organized, registered or qualified has been filed by the Secretary ofState.

(Added to NRS by 1991, 1242; A 1993, 982; 1999, 1597; 2003, 3113)

NRS 80.015 Activitiesnot constituting transaction of business.

1. For the purposes of this chapter, the followingactivities do not constitute doing business in this State:

(a) Maintaining, defending or settling any proceeding;

(b) Holding meetings of the board of directors orstockholders or carrying on other activities concerning internal corporateaffairs;

(c) Maintaining accounts in banks or credit unions;

(d) Maintaining offices or agencies for the transfer,exchange and registration of the corporations own securities or maintainingtrustees or depositaries with respect to those securities;

(e) Making sales through independent contractors;

(f) Soliciting or receiving orders outside of thisState through or in response to letters, circulars, catalogs or other forms ofadvertising, accepting those orders outside of this State and filling them byshipping goods into this State;

(g) Creating or acquiring indebtedness, mortgages andsecurity interests in real or personal property;

(h) Securing or collecting debts or enforcing mortgagesand security interests in property securing the debts;

(i) Owning, without more, real or personal property;

(j) Isolated transactions completed within 30 days andnot 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 depositoryinstitution 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 notexhaustive.

3. A person who is not doing business in this Statewithin the meaning of this section need not qualify or comply with anyprovision of this chapter, chapter 645A, 645B or 645Eof NRS or title 55 or 56 of NRS unless he:

(a) Maintains an office in this State for thetransaction of business; or

(b) Solicits or accepts deposits in the State, exceptpursuant to the provisions of chapter 666 or 666A of NRS.

4. The fact that a person is not doing business inthis State within the meaning of this section:

(a) Does not affect the determination of whether anycourt, administrative agency or regulatory body in this State may exercisepersonal jurisdiction over the person in any civil action, criminal action,administrative proceeding or regulatory proceeding; and

(b) Except as otherwise provided in subsection 3, doesnot affect the applicability of any other provision of law with respect to theperson and may not be offered as a defense or introduced in evidence in anycivil action, criminal action, administrative proceeding or regulatoryproceeding to prove that the person is not doing business in this State, including,without limitation, any civil action, criminal action, administrativeproceeding or regulatory proceeding involving an alleged violation of chapter 597, 598or 598A of NRS.

5. As used in this section and for the purposes of NRS 80.016, deposits means demanddeposits, 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)

NRS 80.016 Determinationof whether solicitation is made or accepted. Forthe 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 inthis State and received where it is directed, or at a post office in this Stateif the solicitation is mailed.

2. A solicitation of a deposit is accepted in thisState if acceptance:

(a) Is communicated to the solicitor in this State; and

(b) Has not previously been communicated to thesolicitor, orally or in writing, outside this State.

Acceptanceis communicated to the solicitor in this State, whether or not either party ispresent in this State, if the depositor directs it to the solicitor reasonablybelieving the solicitor to be in this State and it is received where it isdirected, or at any post office in this State if the acceptance is mailed.

3. A solicitation made in a newspaper or otherpublication of general, regular and paid circulation is not made in this Stateif the publication:

(a) Is not published in this State; or

(b) Is published in this State but has had more thantwo-thirds of its circulation outside this State during the 12 months precedingthe solicitation.

If apublication is published in editions, each edition is a separate publication exceptfor material common to all editions.

4. A solicitation made in a radio or televisionprogram or other electronic communication received in this State whichoriginates outside this State is not made in this State. A radio or televisionprogram or other electronic communication shall be deemed to have originated inthis State if the broadcast studio or origin of the source of transmission islocated within the State, unless:

(a) The program or communication is syndicated anddistributed from outside this State for redistribution to the general public inthis State;

(b) The program is supplied by a radio, television orother electronic network whose electronic signal originates outside this Statefor redistribution to the general public in this State;

(c) The program or communication is an electronicsignal that originates outside this State and is captured for redistribution tothe general public in this State by a community antenna or cable, radio, cabletelevision or other electronic system; or

(d) The program or communication consists of anelectronic signal which originates within this State, but which is not intendedfor redistribution to the general public in this State.

(Added to NRS by 1991, 1242)

NRS 80.025 Modificationof corporate name to qualify to transact business: Requirements; procedure.

1. If a foreign corporation cannot qualify to dobusiness in this State because its name does not meet the requirements of NRS 80.010, it may apply for a certificateto do business by having its board of directors adopt a resolution settingforth 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 corporatename that is available for use in this State.

2. In addition to the records required by subsection 1of NRS 80.010, the corporation shallfile a resolution certifying the adoption of the modified name.

3. If the Secretary of State determines that themodified corporate name complies with the provisions of NRS 80.010, he shall issue the certificatein the foreign corporations modified name if the foreign corporation otherwisequalifies to do business in this State.

4. A foreign corporation doing business in this Stateunder a modified corporate name approved by the Secretary of State shall usethe modified name in its dealings and communications with the Secretary ofState.

(Added to NRS by 1985, 1873; A 1991, 2249; 2001, 1381, 3199; 2003, 3114; 2003, 20th SpecialSession, 43)

NRS 80.030 Filingof amendatory records after qualification.

1. Each foreign corporation admitted to do business inthis State shall, within 90 days after the filing of any record amendatory orotherwise relating to the original articles in the place of its creation, filein the Office of the Secretary of State:

(a) A copy of the record certified by an authorizedofficer 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 therecord was filed; and

(b) A statement of an officer of the corporation of thechange 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 dobusiness in this State becomes a constituent of a merger permitted by the lawsof the state or country in which it is incorporated, it shall, within 90 daysafter the merger becomes effective, file a copy of the agreement of mergerfiled in the place of its creation, certified by an authorized officer of theplace of its creation, or a certificate, issued by the proper officer of theplace of its creation, attesting to the occurrence of the event, in the Officeof the Secretary of State.

3. The Secretary of State may revoke the right of aforeign corporation to transact business in this State if it fails to file therecords required by this section or pay the fees incident to that filing.

[Part 1:89:1907; A 1949, 503; 1951, 203; 1955, 404](NRSA 1977, 405; 1979, 399; 1981, 21; 1999, 1598; 2001, 1381, 3199; 2003, 3115)

NRS 80.040 Requiredrecords 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 ofrecord in a language other than English in the place of creation of thecorporation, the certified papers in that language shall be accompanied by averified 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 arerequired to be paid by corporations organized pursuant to the laws of thisState, but the amount of fees to be charged must not exceed:

(a) The sum of $35,000 for filing records for initialqualification; or

(b) The sum of $35,000 for each subsequent filing of acertificate increasing authorized capital stock.

2. If the corporate records required to be filed setforth only the total number of shares of stock the corporation is authorized toissue without reference to value, the authorized shares shall be deemed to bewithout 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 nonprofitcorporations and which do not have or issue shares of stock shall pay the samefees to the Secretary of State as are required to be paid by nonprofitcorporations organized pursuant to the laws of this State.

4. The fee for filing a notice of withdrawal from theState of Nevada by a foreign corporation is $75.

[2:89:1907; RL 1349; NCL 1842] + [Part 1:52:1933;A 1949, 363; 1951, 393](NRS A 1960, 177; 1961, 398; 1977, 406; 1983, 692;1989, 981; 1995, 1118; 2001,3178; 2003, 3115;2003, 20thSpecial Session, 43)

NRS 80.055 Penaltiesfor failure to comply with requirements for qualification; enforcement.

1. Every corporation which fails or neglects to complywith the provisions of NRS 80.010 to 80.040, inclusive:

(a) Is subject to a fine of not less than $500, to berecovered in a court of competent jurisdiction; and

(b) Except as otherwise provided in subsection 2, maynot commence or maintain any action or proceeding in any court of this Stateuntil it has fully complied with the provisions of NRS 80.010 to 80.040, inclusive.

2. An action or proceeding may be commenced by such acorporation if an extraordinary remedy available pursuant to chapter 31 of NRS is all or part of the reliefsought. Such an action or proceeding must be dismissed without prejudice if thecorporation does not comply with the provisions of NRS 80.010 to 80.040, inclusive, within 45 days after theaction or proceeding is commenced.

3. When the Secretary of State is advised that acorporation is doing business in contravention of NRS 80.010 to 80.040, inclusive, he shall report thatfact to the Governor. The Governor shall, as soon as practicable, instruct thedistrict attorney of the county where the corporation has its principal placeof business or the Attorney General, or both, to institute proceedings torecover any applicable fine provided for in this section.

[3:89:1907; RL 1350; NCL 1843](NRS A 1989, 17;1993, 986)(Substituted in revision for NRS 80.210)

RESIDENT AGENT

NRS 80.060 Requirement. Every foreign corporation owning property or doingbusiness in this State shall appoint and keep in this State a resident agent asprovided in NRS 14.020.

[Part 1911 CPA 82; A 1933, 191; 1939, 66; 1931 NCL 8580]

NRS 80.070 Revocationof appointment; change of name; resignation; designation of successor afterdeath, resignation or removal from State.

1. A foreign corporation may change its resident agentby filing with the Secretary of State:

(a) A certificate of change of resident agent, signedby an officer of the corporation, setting forth:

(1) The name of the corporation;

(2) The name and street address of the presentresident agent; and

(3) The name and street address of the newresident agent; and

(b) A certificate of acceptance signed by the newresident agent, which must be a part of or attached to the certificate ofchange of resident agent.

2. If the name of a resident agent is changed as a resultof a merger, conversion, exchange, sale, reorganization or amendment, theresident agent shall:

(a) File with the Secretary of State a certificate ofname change of resident agent that includes:

(1) The current name of the resident agent asfiled with the Secretary of State;

(2) The new name of the resident agent; and

(3) The name and file number of each artificialperson formed, organized, registered or qualified pursuant to the provisions ofthis title that the resident agent represents; and

(b) Pay to the Secretary of State a filing fee of $100.

3. A change authorized by subsection 1 or 2 becomeseffective upon the filing of the proper certificate of change.

4. A resident agent who desires to resign shall:

(a) File with the Secretary of State a signed statementin the manner provided pursuant to subsection 1 of NRS 78.097 that he is unwilling to continueto act as the resident agent of the corporation for the service of process; and

(b) Pay to the Secretary of State the filing fee setforth in subsection 1 of NRS 78.097.

Aresignation is not effective until the signed statement is filed with theSecretary of State.

5. Upon the filing of the statement of resignationwith the Secretary of State, the capacity of the resigning person as residentagent terminates. If the statement of resignation is not accompanied by astatement of the corporation appointing a successor resident agent, theresigning resident agent shall give written notice, by mail, to thecorporation, of the filing of the statement and its effect. The notice must beaddressed to any officer of the corporation other than the resident agent.

6. If a resident agent dies, resigns or moves from theState, the corporation, within 30 days thereafter, shall file with theSecretary of State a certificate of acceptance signed by the new residentagent. The certificate must set forth the name of the new resident agent, hisstreet address for the service of process, and his mailing address if differentfrom his street address.

7. A corporation that fails to file a certificate ofacceptance signed by a new resident agent within 30 days after the death, resignationor removal of its resident agent shall be deemed in default and is subject tothe provisions of NRS 80.150 and 80.160.

[1:127:1939; 1931 NCL 1813.01] + [2:127:1939; 1931NCL 1813.02](NRS A 1959, 840; 1969, 33; 1989, 951; 1993, 983; 1999, 1598; 2003, 3116; 2003, 20th SpecialSession, 44)

SUITS AGAINST FOREIGN CORPORATIONS

NRS 80.080 Serviceof process on corporations. Service of processon a foreign corporation owning property or doing business in this State shallbe made in the manner provided in NRS 14.020and 14.030.

[Part 1911 CPA 83; A 1921, 107; 1939, 66; 1931 NCL 8581]

NRS 80.090 Statuteof limitations. If a foreign corporation doingbusiness in this State maintains and keeps in the State a resident agent asprovided by NRS 80.060 and files or hasmicrofilmed the papers, records and instruments required by NRS 80.010 to 80.040, inclusive, the foreign corporationis entitled to the benefit of the laws of this State limiting the time for thecommencement of civil actions.

[Part 1:165:1907; A 1921, 88; 1933, 24; 1931 NCL 1848](NRS A 1965, 601; 2001, 1382, 3199; 2003, 3116)

NRS 80.095 Suspensionof statute of limitations for failure to comply. Thebenefit of NRS 80.090 shall be suspendedduring any period or periods when the corporation is in default in complyingwith the requirements of NRS 80.090; andno such corporation can maintain any action or proceeding in any court of thisState 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 Authorityof directors and representatives: Contracts and conveyances. The provisions of NRS78.135 apply to contracts and conveyances made by foreign corporations inthis State and to all conveyances by foreign corporations of real propertysituated in this State.

[Part 31(a):177:1925; added 1949, 158; 1943 NCL 1630.01]

ANNUAL LIST; DEFAULTING CORPORATIONS

NRS 80.110 Filingrequirements; fees; powers and duties of Secretary of State.

1. Each foreign corporation doing business in thisState shall, on or before the last day of the first month after the filing ofits certificate of corporate existence with the Secretary of State, andannually thereafter on or before the last day of the month in which theanniversary date of its qualification to do business in this State occurs ineach year, file with the Secretary of State a list, on a form furnished by him,that contains:

(a) The names and addresses, either residence orbusiness, of its president, secretary and treasurer, or the equivalent thereof,and all of its directors;

(b) The name and street address of the lawfullydesignated resident agent of the corporation in this State; and

(c) The signature of an officer of the corporation.

Each listfiled pursuant to this subsection must be accompanied by a declaration underpenalty of perjury that the foreign corporation has complied with the provisionsof NRS 360.780 and which acknowledgesthat pursuant to NRS 239.330, it is acategory C felony to knowingly offer any false or forged instrument for filingwith the Office of the Secretary of State. Each list filed pursuant to thissubsection must also be accompanied by a statement as to whether thecorporation is a publicly traded company. If the corporation is a publiclytraded company, the corporation must list its Central Index Key. The Secretaryof State shall include on his Internet website the Central Index Key of acorporation provided pursuant to this subsection and instructions describingthe manner in which a member of the public may obtain information concerningthe corporation from the Securities and Exchange Commission.

2. Upon filing:

(a) The initial list required by subsection 1, thecorporation shall pay to the Secretary of State a fee of $125.

(b) Each annual list required by subsection 1, thecorporation shall pay to the Secretary of State, if the amount represented bythe 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 $500,000or fraction thereof........................................... 275

The maximumfee which may be charged pursuant to paragraph (b) for filing the annual listis $11,100.

 

3. If a director or officer of a corporation resignsand the resignation is not reflected on the annual or amended list of directorsand officers, the corporation or the resigning director or officer shall pay tothe Secretary of State a fee of $75 to file the resignation.

4. The Secretary of State shall, 90 days before thelast day for filing each annual list required by subsection 1, cause to bemailed to each corporation which is required to comply with the provisions of NRS 80.110 to 80.175, inclusive, and which has not becomedelinquent, the blank forms to be completed and filed with him. Failure of anycorporation to receive the forms does not excuse it from the penalty imposed bythe provisions of NRS 80.110 to 80.175, inclusive.

5. An annual list for a corporation not in defaultwhich is received by the Secretary of State more than 90 days before its duedate shall be deemed an amended list for the previous year and does not satisfythe requirements of subsection 1 for the year to which the due date isapplicable.

[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 SpecialSession, 45, 183; 2005, 2252)

NRS 80.115 Additionalfiling requirements for certain corporations: Criteria; statement; fees.

1. At the time of submitting any list requiredpursuant to NRS 80.110, a corporationthat 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 thestatement does not contain any material misrepresentation of fact; and

(b) A fee of $100,000, to be distributed in the mannerprovided pursuant to subsection 4.

2. A corporation must submit a statement pursuant tothis section if the corporation, including its parent and all subsidiaries:

(a) Holds 25 percent or more of the share of the marketwithin this State for any product sold or distributed by the corporation withinthis State; and

(b) Has had, during the previous 5-year period, a totalof five or more investigations commenced against the corporation, its parent orits subsidiaries in any jurisdiction within the United States, including allstate and federal investigations:

(1) Which concern any alleged contract, combinationor conspiracy in restraint of trade, as described in subsection 1 of NRS 598A.060, or which concern similaractivities prohibited by a substantially similar law of another jurisdiction;and

(2) Which resulted in the corporation beingfined or otherwise penalized or which resulted in the corporation beingrequired to divest any holdings or being unable to acquire any holdings as acondition for the settlement, dismissal or resolution of those investigations.

3. A corporation that meets the criteria set forth insubsection 2 shall submit a statement which includes the following informationwith respect to each investigation:

(a) The jurisdiction in which the investigation wascommenced.

(b) A summary of the nature of the investigation andthe facts and circumstances surrounding the investigation.

(c) If the investigation resulted in criminal or civillitigation, a copy of all pleadings filed in the investigation by any party tothe litigation.

(d) A summary of the outcome of the investigation,including specific information concerning whether any fine or penalty wasimposed against the corporation and whether the corporation was required todivest any holdings or was unable to acquire any holdings as a condition forthe settlement, dismissal or resolution of the investigation.

4. The fee collected pursuant to subsection 1 must bedeposited in the Attorney Generals Administration Budget Account and usedsolely for the purpose of investigating any alleged contract, combination orconspiracy in restraint of trade, as described in subsection 1 of NRS 598A.060.

(Added to NRS by 2003, 929)

NRS 80.120 Certificateof authorization to transact business. If acorporation has filed the initial or annual list in compliance with NRS 80.110 and has paid the appropriate feefor the filing, the cancelled check or other proof of payment received by thecorporation constitutes a certificate authorizing it to transact its businesswithin this State until the last day of the month in which the anniversary ofits qualification to transact business occurs in the next succeeding calendaryear.

[2:180:1925; A 1931, 408; 1931 NCL 1805](NRS A1959, 841; 1983, 693; 1993, 984; 1999, 1599; 2001, 3179; 2003, 20th SpecialSession, 46)

NRS 80.140 Addressesof officers and directors required; failure to file.

1. Each list required to be filed under the provisionsof NRS 80.110 to 80.175, inclusive, must, after the name ofeach officer and director listed thereon, set forth the address, eitherresidence or business, of each officer and director.

2. If the addresses are not stated for each person onany list offered for filing, the Secretary of State may refuse to file thelist, and the corporation for which the list has been offered for filing issubject to all the provisions of NRS 80.110to 80.170, inclusive, relating tofailure to file the list within or at the times therein specified, unless alist is subsequently submitted for filing which conforms to the provisions ofthis 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 Defaultingcorporations: Identification; forfeiture of right to transact business;penalty.

1. Any corporation which is required to make a filingand pay the fee prescribed in NRS 80.110to 80.175, inclusive, and which refusesor neglects to do so within the time provided is in default.

2. For default there must be added to the amount ofthe fee a penalty of $75, and unless the filing is made and the fee and penaltyare paid on or before the last day of the month in which the anniversary dateof incorporation occurs in which filing was required, the defaultingcorporation by reason of its default forfeits its right to transact anybusiness within this State. The fee and penalty must be collected as providedin this chapter.

[4:180:1925; A 1931, 408; 1931 NCL 1807](NRS A1977, 407; 1979, 186; 1983, 694; 1985, 235; 1989, 982; 1993, 984; 1995, 1118; 2001, 3179; 2003, 930; 2003, 20th SpecialSession, 46)

NRS 80.160 Defaultingcorporations: Duties of Secretary of State.

1. The Secretary of State shall notify, by providingwritten notice to its resident agent, each corporation deemed in defaultpursuant to NRS 80.150. The written notice:

(a) Must include a statement indicating the amount ofthe filing fee, penalties incurred and costs remaining unpaid.

(b) At the request of the resident agent, may beprovided electronically.

2. Immediately after the last day of the month inwhich the anniversary date of incorporation occurs, the Secretary of Stateshall compile a complete list containing the names of all corporations whoseright to transact business has been forfeited.

3. The Secretary of State shall notify, by providingwritten notice to its resident agent, each corporation specified in subsection2 of the forfeiture of its right to do business. The written notice:

(a) Must include a statement indicating the amount ofthe filing fee, penalties incurred and costs remaining unpaid.

(b) At the request of the resident agent, may beprovided 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 SpecialSession, 46)

NRS 80.170 Defaultingcorporations: Conditions and procedure for reinstatement.

1. Except as otherwise provided in subsections 3 and4, the Secretary of State shall reinstate a corporation which has forfeited orwhich forfeits its right to transact business under the provisions of thischapter and shall restore to the corporation its right to transact business inthis State, and to exercise its corporate privileges and immunities, if it:

(a) Files with the Secretary of State:

(1) The list as provided in NRS 80.110 and 80.140;

(2) The statement required by NRS 80.115, if applicable; and

(3) A certificate of acceptance of appointmentsigned by its resident agent; and

(b) Pays to the Secretary of State:

(1) The filing fee and penalty set forth in NRS 80.110 and 80.150 for each year or portion thereofthat 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 thecorporation, he shall issue to the corporation a certificate of reinstatementif the corporation:

(a) Requests a certificate of reinstatement; and

(b) Pays the required fees pursuant to subsection 8 of NRS 78.785.

3. The Secretary of State shall not order areinstatement unless all delinquent fees and penalties have been paid and therevocation of the right to transact business occurred only by reason of failureto pay the fees and penalties.

4. If the right of a corporation to transact businessin this State has been forfeited pursuant to the provisions of this chapter andhas remained forfeited for a period of 5 consecutive years, the right is notsubject to reinstatement.

[6:180:1925; A 1927, 42; NCL 1809](NRS A 1959, 61;1965, 602; 1973, 1029; 1975, 478; 1985, 235; 1987, 1060; 1991, 1245; 1993, 985;1995, 1119; 2001,3180; 2003,20th Special Session, 47)

NRS 80.175 Defaultingcorporations: Reinstatement under old or new name; regulations.

1. Except as otherwise provided in subsection 2, if aforeign corporation applies to reinstate its charter but its name has beenlegally reserved or acquired by another artificial person formed, organized,registered or qualified pursuant to the provisions of this title whose name ison file with the Office of the Secretary of State or reserved in the Office ofthe Secretary of State pursuant to the provisions of this title, the foreigncorporation must in its application for reinstatement submit in writing to theSecretary 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 onfile, the Secretary of State shall reinstate the foreign corporation under thatnew name.

2. If the applying foreign corporation submits thewritten, acknowledged consent of the artificial person having a name, or theperson who has reserved a name, which is not distinguishable from the old nameof the applying foreign corporation or a new name it has submitted, it may bereinstated under that name.

3. For the purposes of this section, a proposed nameis not distinguishable from a name on file or reserved solely because one orthe other contains distinctive lettering, a distinctive mark, a trademark or atrade name, or any combination thereof.

4. The Secretary of State may adopt regulations thatinterpret the requirements of this section.

(Added to NRS by 2003, 20th SpecialSession, 40)

MISCELLANEOUS PROVISIONS

NRS 80.190 Publicationof annual statement: Requirements; penalty.

1. Except as otherwise provided in subsection 2, eachforeign corporation doing business in this State shall, not later than themonth of March in each year, publish a statement of its last calendar yearsbusiness in two numbers or issues of a newspaper published in this State thathas 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 officersubmitting the statement.

(c) The mailing or street address of the corporationsprincipal office.

(d) The mailing or street address of the corporationsoffice in this State, if one exists.

(e) The total assets and liabilities of the corporationat the end of the year.

2. If the corporation keeps its records on the basisof a fiscal year other than the calendar, the statement required by subsection1 must be published not later than the end of the third month following theclose of each fiscal year.

3. A corporation which neglects or refuses to publisha statement as required by this section is liable to a penalty of $100 for eachmonth that the statement remains unpublished.

4. Any district attorney in the State or the AttorneyGeneral may sue to recover the penalty. The first county suing through itsdistrict attorney shall recover the penalty, and if no suit is brought for thepenalty by any district attorney, the State may recover through the AttorneyGeneral.

[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 SpecialSession, 47)

NRS 80.200 Surrenderof right to transact intrastate business.

1. Any foreign corporation qualified to do business inthis State under the provisions of this chapter may withdraw therefrom andsurrender its right by:

(a) Filing with the Secretary of State a notice of itspurpose so to do, duly authorized to be given by resolution of its board ofdirectors 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 thecorporations right to do business in this State at the time the notice issubmitted 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 Licenserequired for corporation to render professional service. A foreign corporation organized to render a professionalservice may not render that service in this State unless the person renderingit is licensed to do so by the appropriate regulating board of this State.

(Added to NRS by 1995, 2102)

 

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