2021 Nevada Revised Statutes
Chapter 80 - Foreign 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, at the time that 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 10, 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 $150.
(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......................................................................................................... $150
Over $75,000 and not over $200,000...................................................................... 200
Over $200,000 and not over $500,000.................................................................... 300
Over $500,000 and not over $1,000,000................................................................. 400
Over $1,000,000:
For the first $1,000,000...................................................................................... 400
For each additional $500,000 or fraction thereof........................................... 275
The maximum fee which may be charged pursuant to paragraph (b) for filing the annual list is $11,125.
4. If a foreign corporation files an amended list of directors and officers with the Secretary of State within 60 days after the date on which the initial list required by subsection 1 is filed, the foreign corporation or the resigning director or officer is not required to pay a fee for filing the amended list.
5. Except as otherwise provided in subsection 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.
6. 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.
7. 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.
8. 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.
9. 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.
10. The Secretary of State may allow a foreign corporation to select an alternative due date for filing the initial list required by subsection 1.
11. The Secretary of State may adopt regulations to administer the provisions of subsection 10.
[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; 2015, 2907; 2017, 2774)
