[Rev. 1/16/2013 11:48:01 AM--2012R2]
CHAPTER 670 - DEVELOPMENT CORPORATIONS
NRS 670.010 Definitions.
NRS 670.020 “Board of directors” defined.
NRS 670.030 “Corporation” defined.
NRS 670.040 “Financial institution” defined.
NRS 670.050 “Loan limit” defined.
NRS 670.067 Regulations.
NRS 670.070 Formation.
NRS 670.075 Minimum stockholders’ equity required.
NRS 670.080 Articles of incorporation: Contents.
NRS 670.085 Articles of incorporation: Approval of Commissioner prerequisite to filing with Secretary of State.
NRS 670.090 Articles of incorporation: Filing.
NRS 670.100 Articles of incorporation: Prerequisites to authorization to commence business.
NRS 670.110 Articles of incorporation: Amendment.
NRS 670.115 License to conduct business: Requirement; form; fee; regulations; withdrawal of application.
NRS 670.120 First meeting of corporation: Notice; duties of incorporators; quorum.
NRS 670.130 Powers of corporation.
NRS 670.155 Exercise of powers of corporation for economic revitalization and diversification: Requirements.
NRS 670.180 General powers of stockholders of corporation.
NRS 670.200 Officers and board of directors to manage corporation; number, powers, election and terms of directors; vacancies; responsibility for losses.
NRS 670.220 Receipt of money on deposit prohibited.
NRS 670.230 Fiscal year.
NRS 670.240 Licenses: Expiration; renewal; reinstatement; fees; regulations.
NRS 670.250 Examination by Commissioner; annual reports by corporation; regulations; costs of examination; authority of Commissioner.
NRS 670.260 Credit of State not to be pledged.
NRS 670.270 Tax exemptions, credits and privileges granted to corporation.
NRS 670.280 Status of corporation as state development company under federal legislation.
NRS 670.290 Duration of corporation.
NRS 670.300 Dissolution of corporation.
NRS 670.310 Deposit of money collected pursuant to provisions of chapter.
NRS 670.320 Failure to submit required report; fees; regulations.
NRS 670.330 Administrative fines.
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NRS 670.010 Definitions. As used in this chapter, unless the context otherwise requires, the words and terms defined in NRS 670.020 to 670.050, inclusive, have the meanings ascribed to them in those sections.
(Added to NRS by 1975, 1819; A 1979, 577)
NRS 670.020 “Board of directors” defined. “Board of directors” means the board of directors of a corporation created under this chapter.
(Added to NRS by 1975, 1819)
NRS 670.030 “Corporation” defined. “Corporation” means a Nevada development corporation created under this chapter.
(Added to NRS by 1975, 1819; A 1979, 577)
NRS 670.040 “Financial institution” defined. “Financial institution” means any banking corporation, credit union or trust company, savings and loan association, insurance company or related corporation, partnership, foundation or other institution engaged primarily in lending or investing money.
(Added to NRS by 1975, 1819; A 1999, 1545)
NRS 670.050 “Loan limit” defined. “Loan limit” means the maximum amount permitted to be outstanding for any member at one time on loans by such member to a corporation as determined under the provisions of this chapter.
(Added to NRS by 1975, 1819)
NRS 670.067 Regulations. The Commissioner shall adopt such regulations as may be necessary to carry out the purposes and provisions of this chapter.
(Added to NRS by 1979, 577; A 1983, 1763; 1987, 1947)
NRS 670.070 Formation. Five or more persons, a majority of whom are residents of this state, may create a development corporation by filing articles of incorporation in the Office of the Secretary of State in accordance with the provisions of this chapter.
(Added to NRS by 1975, 1819; A 1979, 577)
NRS 670.075 Minimum stockholders’ equity required. The stockholders’ equity of a development corporation must not be less than $500,000.
(Added to NRS by 1997, 1010)
NRS 670.080 Articles of incorporation: Contents. The articles of incorporation of the corporation must contain:
1. The name of the corporation, which must include the words “development corporation.”
2. The location of the principal office of the corporation, but the corporation may have other offices as the board of directors deems necessary if those offices are located in this state.
3. The purposes for which the corporation is founded, which must be:
(a) To assist, encourage, develop and advance the business prosperity and economic welfare of this state;
(b) To encourage and assist in the location of new business and industry in this state and to rehabilitate existing business and industry;
(c) To stimulate and assist in the expansion of all kinds of business activity which will tend to promote the business development and maintain the economic stability of this state, provide maximum opportunities for employment, encourage thrift and improve the standard of living of the residents of this state;
(d) To cooperate and act in conjunction with other organizations, public or private, the objects of which are the promotion and advancement of industrial, commercial, agricultural and recreational developments in this state; and
(e) To furnish money and credit to approved and deserving applicants, for the promotion, development and conduct of all kinds of business activity in this state, thereby establishing a source of credit not otherwise readily available for those purposes.
4. The names and post office addresses of the members of the first board of directors, who, unless otherwise provided by the articles of incorporation or the bylaws, shall hold office for the first year of existence of the corporation or until their successors are elected and have qualified.
5. Any provision which the incorporators may choose to insert for the regulation of the business and for the conduct of the affairs of the corporation and any provision creating, dividing, limiting and regulating the powers of the corporation, the directors, stockholders or any class of the stockholders, including, but not limited to, a list of the officers, and provisions governing the issuance of stock certificates to replace lost or destroyed certificates, except that no provision may be included for cumulative voting for directors.
6. The amount of authorized stock and the number of shares into which it is divided, the par value of each share and the amount of stockholders’ equity with which the corporation will commence business and, if there is more than one class of stock, a description of the different classes.
7. The names and addresses of the preorganization subscribers of stock and the number of shares subscribed by each.
8. Any provision consistent with the laws of this state for the regulation of the corporation.
9. A recitation that the corporation is organized under the provisions of this chapter.
(Added to NRS by 1975, 1819; A 1979, 577; 1997, 1010)
NRS 670.085 Articles of incorporation: Approval of Commissioner prerequisite to filing with Secretary of State. Before the articles of incorporation or any amendment to them are filed with the Secretary of State they must be approved by the Commissioner.
(Added to NRS by 1979, 577; A 1983, 1763; 1987, 1947)
NRS 670.090 Articles of incorporation: Filing. The articles of incorporation of the corporation shall be in writing, subscribed by or on behalf of each of the incorporators and acknowledged by each of the subscribers before a notary public and filed in the Office of the Secretary of State for approval. A duplicate copy so subscribed and acknowledged may also be filed.
(Added to NRS by 1975, 1820)
NRS 670.100 Articles of incorporation: Prerequisites to authorization to commence business. When the articles of incorporation have been approved by the Commissioner and filed in the Office of the Secretary of State and approved by the Secretary of State, and all application, licensing and filing fees and taxes prescribed by law have been paid, the subscribers, their successors and assigns constitute a corporation, and the corporation is then authorized to commence business, and stock of the corporation to the extent authorized by this chapter may from time to time be issued.
(Added to NRS by 1975, 1820; A 1979, 579; 1983, 1763; 1987, 1947)
NRS 670.110 Articles of incorporation: Amendment.
1. The articles of incorporation may be amended by the affirmative vote of stockholders representing not less than two-thirds of the issued and outstanding stock entitled to vote. No amendment of the articles of incorporation which is inconsistent with the general purposes expressed in this chapter or which eliminates or curtails the right of the commissioner to examine the corporation or the obligation of the corporation to make reports as provided in NRS 670.250, may be made.
2. The amendment must then be approved by the Commissioner before it is submitted to the Secretary of State.
3. Within 30 days after any meeting at which an amendment of the articles of incorporation has been adopted, articles of amendment signed and sworn to by the president, treasurer and a majority of the directors, setting forth the amendment and due adoption of it, must be submitted to the Secretary of State who shall examine them, and if the Secretary of State finds that they conform to the requirements of this chapter, shall so certify and endorse his or her approval on them. Then the articles of amendment must be filed in the Office of the Secretary of State, and no amendment may take effect until the articles of amendment have been filed.
(Added to NRS by 1975, 1824; A 1979, 579; 1983, 1763; 1987, 1948)
NRS 670.115 License to conduct business: Requirement; form; fee; regulations; withdrawal of application.
1. A development corporation shall obtain a license from the Commissioner before conducting any business. The application for the license must be on a form prescribed by the Commissioner.
2. A nonrefundable fee of not more than $2,000 for the application and survey must accompany the application. The applicant shall also pay such additional expenses incurred in the process of investigation as the Commissioner deems necessary. In addition, a fee of not less than $200 or more than $500, prorated on the basis of the licensing year as provided by the Commissioner, must be paid at the time the application is submitted.
3. The Commissioner shall adopt regulations establishing the amount of the fees required pursuant to this section. All money received by the Commissioner pursuant to this section must be placed in the Investigative Account created by NRS 232.545.
4. The Commissioner shall consider an application to be withdrawn if the Commissioner has not received all information and fees required to complete the application within 12 months after the date the application is first submitted to the Commissioner or within such later period as the Commissioner determines in accordance with any existing policies of joint regulatory partners. If an application is deemed to be withdrawn pursuant to this subsection or if an applicant otherwise withdraws an application, the Commissioner may not issue a license to the applicant unless the applicant submits a new application and pays any required fees.
(Added to NRS by 1979, 577; A 1983, 1318, 1764; 1987, 1948; 1991, 1810; 2005, 1852)
NRS 670.120 First meeting of corporation: Notice; duties of incorporators; quorum.
1. The first meeting of the corporation shall be called by a notice signed by three or more of the incorporators, stating the time, place and purpose of the meeting, a copy of which notice shall be mailed or delivered to each incorporator at least 5 days before the day appointed for the meeting. The first meeting may be held without such notice upon agreement in writing to that effect, signed by all the incorporators. There shall be recorded in the minutes of the meeting a copy of the notice or of such unanimous agreement of the incorporators.
2. At the first meeting, the incorporators shall elect a temporary clerk, adopt bylaws, elect a board of directors and take such other action upon matters within the powers of the corporation as the incorporators may see fit. The temporary clerk shall be sworn and shall make and attest a record of the proceedings.
3. A majority and not less than three of the incorporators shall be a quorum for the transaction of business.
(Added to NRS by 1975, 1826)
NRS 670.130 Powers of corporation. In furtherance of its purposes and in addition to the powers conferred on business corporations by law, the corporation has, subject to the restrictions and limitations contained in this chapter, the following powers:
1. To elect, appoint and employ officers, agents and employees, to make contracts and incur liabilities for any of the purposes of the corporation. The corporation shall not incur any secondary liability by way of guaranty or endorsement of the obligations of any natural person, firm, corporation, joint-stock company, association or trust, or in any other manner, except that the corporation may guarantee or endorse obligations of borrowers.
2. To borrow money and negotiate guarantees from federal agencies for any of the purposes of the corporation, to issue its bonds, debentures, notes or other evidences of indebtedness, whether secured or unsecured, and to secure them by mortgage, pledge, deed of trust or other lien on its property, franchises, rights and privileges of every kind and nature, or any part of them or interest in them, without securing stockholder approval.
3. To make loans to any natural person, firm, corporation, joint-stock company, association or trust, and to establish and regulate the terms and conditions with respect to those loans and the charges for interest and service connected therewith, except that the corporation shall not approve any application for a loan unless the person applying for the loan shows that he or she has applied for the loan through ordinary banking channels and that the loan has been refused by at least one bank or other financial institution.
4. To purchase, receive, hold, lease or otherwise acquire, and to sell, convey, transfer, lease or otherwise dispose of real and personal property, together with such rights and privileges as may be incidental and appurtenant to the property and the use of it, including but not restricted to any real or personal property acquired by the corporation from time to time in the satisfaction of debts or enforcement of obligations.
5. To acquire the goodwill, business, rights, real and personal property and other assets, or any part of them, or interest in them, of any natural person, firm, corporation, joint-stock company, association or trust, and to assume, undertake or pay the obligations, debts and liabilities of that natural person, firm, corporation, joint-stock company, association or trust; to acquire improved or unimproved real estate for the purpose of constructing industrial plants or other business establishments on it or for the purpose of disposing of that real estate to others for the construction of industrial plants or other business establishments; and to acquire, construct or reconstruct, alter, repair, maintain, operate, sell, convey, transfer, lease or otherwise dispose of industrial plants or business establishments.
6. To acquire, subscribe for, own, hold, sell, assign, transfer, mortgage, pledge or otherwise dispose of the stock, shares, bonds, debentures, notes or other securities and evidences of interest in or indebtedness of any natural person, firm, corporation, joint-stock company, association or trust, and while the owner or holder thereof to exercise all the rights, powers and privileges of ownership including the right to vote thereon.
7. To mortgage, pledge or otherwise encumber any property, right or thing of value acquired pursuant to the powers contained in subsection 4, 5 or 6 as security for the payment of any part of the purchase price of them.
8. To cooperate with and avail itself of the facilities of the United States Department of Commerce, the Office of Economic Development and any other similar state or federal governmental agencies; and to cooperate with and assist, and otherwise encourage organizations in the various communities of the State in the promotion, assistance and development of the business prosperity and economic welfare of those communities or of this state.
9. To do all acts and things necessary or convenient to carry out the powers expressly granted in this chapter.
(Added to NRS by 1975, 1821; A 1979, 580; 1983, 1172; 2011, 3471)
NRS 670.155 Exercise of powers of corporation for economic revitalization and diversification: Requirements. Any corporation organized under the provisions of this chapter may exercise the powers of a corporation for economic revitalization and diversification organized under the provisions of chapter 670A of NRS, if the corporation amends its articles of incorporation to include the purposes of a corporation for economic revitalization and diversification and effectuates those purposes, exercises those powers and conducts its operation in a manner consistent with the State Plan for Economic Development.
(Added to NRS by 1983, 1279)
NRS 670.180 General powers of stockholders of corporation. The stockholders of the corporation have the following powers:
1. To determine the number of and elect directors as provided in NRS 670.200.
2. To make, amend and repeal bylaws.
3. To amend its charter as provided in NRS 670.110.
4. To dissolve the corporation as provided in NRS 670.300.
5. To do all things necessary or desirable to secure aid, assistance loans and other financing from any financial institutions and from any agency established under the Small Business Investment Act of 1958, Public Law 85-699, 85th Congress, or other similar federal laws now or hereafter enacted.
6. To exercise such other of the powers of the corporation consistent with this chapter as may be conferred on the stockholders by the bylaws.
(Added to NRS by 1975, 1824; A 1979, 581)
NRS 670.200 Officers and board of directors to manage corporation; number, powers, election and terms of directors; vacancies; responsibility for losses.
1. The business and affairs of the corporation must be managed and conducted by a board of directors, a president, a vice president, a secretary, a treasurer and such other officers and agents as the corporation by its bylaws may authorize. The board of directors shall consist of a number not less than 9 nor more than 15 as may be determined in the first instance by the incorporators and after that annually by the stockholders of the corporation.
2. The board of directors may exercise all the powers of the corporation except those conferred by law or by the bylaws of the corporation upon the stockholders and shall choose and appoint all the agents and officers of the corporation and fill all vacancies except vacancies in the office of director, which must be filled as provided in this section.
3. The board of directors shall be elected in the first instance by the incorporators and after that by the stockholders at the annual meeting, which annual meeting must be held during the month of January or, if no annual meeting is held in the year of incorporation, then within 90 days after the approval of the articles of incorporation at a special meeting as provided in this chapter.
4. The directors shall hold office until the next annual meeting of the corporation or special meeting held in lieu of the annual meeting after the election and until their successors are elected and qualified, unless sooner removed in accordance with the provisions of the bylaws.
5. Any vacancy in the office of a director must be filled by the directors.
6. Directors and officers are not responsible for losses unless the losses have been occasioned by the willful misconduct of those directors and officers.
(Added to NRS by 1975, 1825; A 1979, 581)
NRS 670.220 Receipt of money on deposit prohibited. The corporation shall not receive money on deposit.
(Added to NRS by 1975, 1825; A 1979, 582)
NRS 670.230 Fiscal year. Corporations organized under this chapter 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 expires on December 31 of each year unless renewed by the corporation through the payment, on or before that date, of an annual fee of not more than $500. The Commissioner may reinstate an expired license upon receipt of the annual fee and a fee of not more than $400 for reinstatement. The Commissioner shall adopt regulations establishing the amount of the fees required pursuant to this subsection.
2. The county and city wherein the corporation maintains a place of business may also levy a licensing fee which does not exceed $50.
(Added to NRS by 1975, 1826; A 1979, 582; 1983, 1319; 1989, 919; 2005, 1852)
NRS 670.250 Examination by Commissioner; annual reports by corporation; regulations; costs of examination; authority of Commissioner.
1. The Commissioner shall examine the corporation as often as the Commissioner deems necessary.
2. The corporation shall report upon its condition annually to the Commissioner:
(a) Within 60 days after the close of its fiscal year, unless the Commissioner determines that there is good cause to extend that period; and
(b) At any other time ordered by the Commissioner.
Ê The Commissioner may impose and collect a fee of not more than $10 for each day the annual report is overdue. The Commissioner shall adopt regulations establishing the amount of the fee that may be imposed pursuant to this subsection. The Commissioner shall furnish copies of these reports to the Commissioner of Insurance and the Governor. The corporation shall also furnish any other information required by the Commissioner or the Secretary of State.
3. The corporation shall pay a fee for conducting the examination and preparing the report of the examination at the rate established pursuant to NRS 658.101.
4. The Commissioner shall exercise the same supervisory authority over corporations organized under this chapter as the Commissioner exercises over banks and trust companies chartered by the State.
(Added to NRS by 1975, 1826; A 1979, 582; 1983, 1764; 1987, 1948, 2223; 1989, 920; 2005, 1852)
NRS 670.260 Credit of State not to be pledged. Under no circumstances shall the credit of the State be pledged to any corporation organized under the provisions of this chapter.
(Added to NRS by 1975, 1826)
NRS 670.270 Tax exemptions, credits and privileges granted to corporation. Any tax exemptions, tax credits or tax privileges granted to banks, savings and loan associations, trust companies and other financial institutions by any general laws are granted to corporations organized pursuant to this chapter.
(Added to NRS by 1975, 1826)
NRS 670.280 Status of corporation as state development company under federal legislation. Any corporation organized under the provisions of this chapter is a state development company, as defined in the Small Business Investment Act of 1958, Public Law 85-699, 85th Congress, or any other similar federal legislation, and may operate on a statewide basis.
(Added to NRS by 1975, 1826)
NRS 670.290 Duration of corporation. The period of existence of a corporation is 50 years, except that the stockholders may dissolve the corporation before the expiration of that period as provided in NRS 670.300.
(Added to NRS by 1975, 1826; A 1979, 583)
NRS 670.300 Dissolution of corporation. A corporation may dissolve upon the affirmative vote of stockholders representing not less than two-thirds of the issued and outstanding stock.
(Added to NRS by 1975, 1826; A 1979, 583)
NRS 670.310 Deposit of money collected pursuant to provisions of chapter. Except as otherwise provided in NRS 670.115, all money collected pursuant to the provisions of this chapter must be deposited in the State Treasury pursuant to the provisions of NRS 658.091.
(Added to NRS by 1983, 1318; A 2003, 3228)
NRS 670.320 Failure to submit required report; fees; regulations.
1. If a corporation fails to submit any report required pursuant to this chapter or any regulation adopted pursuant thereto within the prescribed period, the Commissioner may impose and collect a fee of not more than $10 for each day the report is overdue.
2. The Commissioner shall adopt regulations establishing the amount of the fee that may be imposed pursuant to this section.
(Added to NRS by 2005, 1851)
NRS 670.330 Administrative fines. In addition to any other remedy or penalty, the Commissioner may impose an administrative fine of not more than $10,000 upon a person who:
1. Without a license, conducts any business or activity for which a license is required pursuant to the provisions of this chapter; or
2. Violates any provision of this chapter or any regulation adopted pursuant thereto.
(Added to NRS by 2005, 1852)