[Rev. 11/21/2013 9:19:32 AM--2013]

CHAPTER 80 - FOREIGN CORPORATIONS

GENERAL PROVISIONS

NRS 80.0045           Form required for filing of records.

NRS 80.005             Corporate records: Microfilming; imaging; return.

NRS 80.006             Procedure to submit replacement page to Secretary of State before actual filing of record.

NRS 80.007             Correction of inaccurate or defective record filed with Secretary of State; cancellation of filings.

NRS 80.008             Secretary of State authorized to adopt certain regulations to allow foreign corporation to carry out powers and duties through use of most recent technology.

QUALIFICATION

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

NRS 80.012             Name of corporation: Reservation; injunctive relief.

NRS 80.015             Activities not constituting doing business.

NRS 80.016             Determination of whether solicitation is made or accepted.

NRS 80.025             Modification of corporate name to qualify to do business: Requirements; procedure.

NRS 80.030             Filing of amendatory records after qualification.

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

NRS 80.050             Fees.

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

REGISTERED AGENT

NRS 80.060             Requirement.

NRS 80.070             Resignation of registered agent or termination of registration of commercial registered agent.

SUITS AGAINST FOREIGN CORPORATIONS

NRS 80.080             Service of process on corporations.

NRS 80.090             Statute of limitations.

NRS 80.095             Suspension of statute of limitations for failure to comply.

DIRECTORS AND OFFICERS

NRS 80.100             Authority of directors and representatives: Contracts and conveyances.

ANNUAL LIST AND OTHER REQUIREMENTS; DEFAULTING CORPORATIONS

NRS 80.110             Filing requirements; fees; powers and duties of Secretary of State; regulations.

NRS 80.113             List or statement to be maintained at registered office or principal place of business; requirement to assist in criminal investigation; failure to comply; regulations.

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

NRS 80.120             Certificate of authorization to transact business.

NRS 80.140             Addresses of officers and directors required; failure to file.

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

NRS 80.160             Defaulting corporations: Duties of Secretary of State.

NRS 80.170             Defaulting corporations: Conditions and procedure for reinstatement.

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

MISCELLANEOUS PROVISIONS

NRS 80.190             Publication of annual statement: Requirements; penalty.

NRS 80.200             Surrender of right to transact intrastate business.

NRS 80.280             License required for corporation to render professional service.

_________

 

GENERAL PROVISIONS

      NRS 80.0045  Form required for filing of records.

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

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

      3.  If the provisions of the form prescribed by the Secretary of State conflict with the provisions of any record that is submitted for filing with the form:

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

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

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

      (Added to NRS by 2003, 20th Special Session, 40)

      NRS 80.005  Corporate records: Microfilming; imaging; return.  The Secretary of State may microfilm or image any record which is filed in the Office of the Secretary of State by a foreign corporation pursuant to this chapter and may return the original record to the corporation.

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

      NRS 80.006  Procedure to submit replacement page to Secretary of State before actual filing of record.  Before the issuance of stock, an incorporator or, after the issuance of stock, an officer of a foreign corporation may authorize the Secretary of State in writing to replace any page of a record submitted for filing on an expedited basis, before the actual filing, and to accept the page as if it were part of the original record.

      (Added to NRS by 2001, 1380; A 2001, 3199; 2003, 3111)

      NRS 80.007  Correction of inaccurate or defective record filed with Secretary of State; cancellation of filings.

      1.  A foreign corporation may correct a record filed in the Office of the Secretary of State if the record contains an incorrect statement or was defectively signed, attested, sealed or verified.

      2.  To correct a record, the corporation must:

      (a) Prepare a certificate of correction which:

             (1) States the name of the corporation;

             (2) Describes the record, including, without limitation, its filing date;

             (3) Specifies the inaccuracy or defect;

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

             (5) Is signed by an officer of the corporation or, if no stock has been issued by the corporation, by the incorporator or a director of the corporation, or by some other person specifically authorized by the corporation to sign the certificate.

      (b) Deliver the certificate to the Secretary of State for filing.

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

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

      4.  If a foreign corporation has made a filing with the Secretary of State and the Secretary of State has not processed the filing and placed the filing into the public record, the foreign corporation may cancel the filing by:

      (a) Filing a statement of cancellation with the Secretary of State; and

      (b) Paying the required fee pursuant to subsection 7 of NRS 78.785.

      (Added to NRS by 1997, 708; A 1999, 1595; 2003, 3111; 2003, 20th Special Session, 41; 2009, 2829; 2013, 843)

      NRS 80.008  Secretary of State authorized to adopt certain regulations to allow foreign corporation to carry out powers and duties through use of most recent technology.  The Secretary of State may adopt regulations to define, for the purposes of certain provisions of this chapter, the terms “meeting,” “writing,” “written” and other terms to allow a foreign corporation or other entity which is subject to the provisions of this chapter to carry out its powers and duties as prescribed by this chapter through the use of the most recent technology available including, without limitation, the use of electronic communications, videoconferencing and telecommunications.

      (Added to NRS by 2011, 777)

QUALIFICATION

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

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

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

             (1) The information required pursuant to NRS 77.310. The street address of the registered agent is the registered office of the corporation in this State.

             (2) A statement signed by an officer of the corporation, or some other person specifically authorized by the corporation to sign the statement, setting forth:

                   (I) A general description of the purposes of the corporation;

                   (II) The authorized stock of the corporation and the number and par value of shares having par value and the number of shares having no par value;

                   (III) A declaration of the existence of the corporation and the name of the jurisdiction of its incorporation or the governmental acts or other instrument of authority by which the corporation was created; and

                   (IV) A declaration that the corporation is in good standing in the jurisdiction of its incorporation or creation.

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

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

      3.  For the purposes of this section and NRS 80.012, a proposed name is not distinguishable from a name on file or reserved solely because one or the other names contains distinctive lettering, a distinctive mark, a trademark or trade name, or any combination thereof.

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

      5.  The Secretary of State shall not accept for filing the records required by subsection 1 or NRS 80.110 for any foreign corporation if the name of the corporation contains the words “engineer,” “engineered,” “engineering,” “professional engineer,” “registered engineer” or “licensed engineer” unless the State Board of Professional Engineers and Land Surveyors certifies that:

      (a) The principals of the corporation are licensed to practice engineering pursuant to the laws of this State; or

      (b) The corporation is exempt from the prohibitions of NRS 625.520.

      6.  The Secretary of State shall not accept for filing the records required by subsection 1 or NRS 80.110 for any foreign corporation if the name of the corporation contains the words “architect,” “architecture,” “registered architect,” “licensed architect,” “registered interior designer,” “registered interior design,” “residential designer,” “registered residential designer,” “licensed residential designer” or “residential design” unless the State Board of Architecture, Interior Design and Residential Design certifies that:

      (a) The principals of the corporation are holders of a certificate of registration to practice architecture or residential design or to practice as a registered interior designer, as applicable, pursuant to the laws of this State; or

      (b) The corporation is qualified to do business in this State pursuant to NRS 623.349.

      7.  The Secretary of State shall not accept for filing the records required by subsection 1 or NRS 80.110 for any foreign corporation if it appears from the records that the business to be carried on by the corporation is subject to supervision by the Commissioner of Financial Institutions, unless the Commissioner certifies that:

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

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

      8.  The Secretary of State shall not accept for filing the records required by subsection 1 or NRS 80.110 for any foreign corporation if the name of the corporation contains the word “accountant,” “accounting,” “accountancy,” “auditor” or “auditing” unless the Nevada State Board of Accountancy certifies that the foreign corporation:

      (a) Is registered pursuant to the provisions of chapter 628 of NRS; or

      (b) Has filed with the Nevada State Board of Accountancy under penalty of perjury a written statement that the foreign corporation is not engaged in the practice of accounting and is not offering to practice accounting in this State.

      9.  The Secretary of State may adopt regulations that interpret the requirements of subsections 1 to 8, inclusive.

      10.  A person shall not file the records required by subsection 1 for any illegal purpose or with the fraudulent intent to conceal any business activity, or lack thereof, from another person or a governmental agency.

      [Part 1:89:1907; A 1949, 503; 1951, 203; 1955, 404]—(NRS A 1957, 74; 1959, 839; 1965, 600; 1977, 404; 1979, 398; 1981, 385; 1985, 1874; 1987, 1059; 1989, 950, 980, 1972; 1991, 99, 1243, 2248; 1993, 129, 980; 1995, 1117, 2102; 1997, 1059; 1999, 1595, 1707, 2442; 2001, 101, 109; 2003, 3112; 2003, 20th Special Session, 41; 2007, 3, 2651; 2013, 844)

      NRS 80.012  Name of corporation: Reservation; injunctive relief.

      1.  The Secretary of State, when requested so to do, shall reserve, for a period of 90 days, the right to use any name available pursuant to NRS 80.010, for the use of any foreign corporation. During the period, a name so reserved is not available for use or reservation by any other artificial person forming, organizing, registering or qualifying in the Office of the Secretary of State pursuant to the provisions of this title without the written, acknowledged consent of the person at whose request the reservation was made.

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

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

      NRS 80.015  Activities not constituting doing business.

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

      (a) Maintaining, defending or settling any proceeding;

      (b) Holding meetings of the board of directors or stockholders or carrying on other activities concerning internal corporate affairs;

      (c) Maintaining accounts in banks or credit unions;

      (d) Maintaining offices or agencies for the transfer, exchange and registration of the corporation’s own securities or maintaining trustees or depositaries with respect to those securities;

      (e) Making sales through independent contractors;

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

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

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

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

      (j) Isolated transactions completed within 30 days and not a part of a series of similar transactions;

      (k) The production of motion pictures as defined in NRS 231.020;

      (l) Transacting business as an out-of-state depository institution pursuant to the provisions of title 55 of NRS; and

      (m) Transacting business in interstate commerce.

      2.  The list of activities in subsection 1 is not exhaustive.

      3.  A person who is not doing business in this State within the meaning of this section need not qualify or comply with any provision of this chapter, chapter 645A, 645B or 645E of NRS or title 55 or 56 of NRS unless the person:

      (a) Maintains an office in this State for the transaction of business;

      (b) Solicits or accepts deposits in the State, except pursuant to the provisions of chapter 666 or 666A of NRS;

      (c) Solicits business for the activities of a mortgage broker as defined by NRS 645B.0127 or the activities of a mortgage banker as defined by NRS 645E.100; or

      (d) Arranges a mortgage loan secured by real property which is not commercial property as defined by NRS 645E.040.

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

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

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

      5.  As used in this section and for the purposes of NRS 80.016, “deposits” means demand deposits, savings deposits and time deposits, as those terms are defined in chapter 657 of NRS.

      (Added to NRS by 1989, 980; A 1991, 1244; 1993, 982; 1995, 1561; 1997, 708; 1999, 1455, 1597, 3803, 3814; 2001, 282, 1380, 3199; 2003, 3113; 2007, 963)

      NRS 80.016  Determination of whether solicitation is made or accepted.  For the purposes of NRS 80.015:

      1.  A solicitation of a deposit is made in this State, whether or not either party is present in this State, if the solicitation:

      (a) Originates in this State; or

      (b) Is directed by the solicitor to a destination in this State and received where it is directed, or at a post office in this State if the solicitation is mailed.

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

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

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

Ę Acceptance is communicated to the solicitor in this State, whether or not either party is present in this State, if the depositor directs it to the solicitor reasonably believing the solicitor to be in this State and it is received where it is directed, or at any post office in this State if the acceptance is mailed.

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

      (a) Is not published in this State; or

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

Ę If a publication is published in editions, each edition is a separate publication except for material common to all editions.

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

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

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

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

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

      (Added to NRS by 1991, 1242)

      NRS 80.025  Modification of corporate name to qualify to do business: Requirements; procedure.

      1.  If a foreign corporation cannot qualify to do business in this State because its name does not meet the requirements of NRS 80.010, it may apply for a certificate to do business by having its board of directors adopt a resolution setting forth the name under which the corporation elects to do business in this State. The resolution may:

      (a) Add to the existing corporate name a word, abbreviation or other distinctive element; or

      (b) Adopt a name different from its existing corporate name that is available for use in this State.

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

      3.  If the Secretary of State determines that the modified corporate name complies with the provisions of NRS 80.010, the Secretary of State shall issue the certificate in the foreign corporation’s modified name if the foreign corporation otherwise qualifies to do business in this State.

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

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

      NRS 80.030  Filing of amendatory records after qualification.

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

      (a) A copy of the record certified by an authorized officer of the place of its creation, or a certificate evidencing the filing, issued by the authorized officer of the place of its creation with whom the record was filed; and

      (b) A statement of an officer of the corporation of the change reflected by the filing of the record, showing its relation to the name, authorized capital stock, or general purposes.

      2.  When a foreign corporation authorized to do business in this State becomes a constituent of a merger permitted by the laws of the state or country in which it is incorporated, it shall, within 90 days after the merger becomes effective, file a copy of the agreement of merger filed in the place of its creation, certified by an authorized officer of the place of its creation, or a certificate, issued by the proper officer of the place of its creation, attesting to the occurrence of the event, in the Office of the Secretary of State.

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

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

      NRS 80.040  Required records in foreign language must be accompanied by English translations.  If the papers required by NRS 80.010 and 80.030 to be filed in this State are of record in a language other than English in the place of creation of the corporation, the certified papers in that language shall be accompanied by a verified translation into the English language.

      [Part 1:89:1907; A 1949, 503; 1951, 203; 1955, 404]—(NRS A 1977, 406)

      NRS 80.050  Fees.

      1.  Except as otherwise provided in subsection 3, foreign corporations shall pay the same fees to the Secretary of State as are required to be paid by corporations organized pursuant to the laws of this State, but the amount of fees to be charged must not exceed:

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

      (b) The sum of $34,925 for each subsequent filing of a certificate increasing authorized capital stock.

      2.  If the corporate records required to be filed set forth only the total number of shares of stock the corporation is authorized to issue without reference to value, the authorized shares shall be deemed to be without par value and the filing fee must be computed pursuant to paragraph (b) of subsection 3 of NRS 78.760.

      3.  Foreign corporations which are nonprofit corporations and which do not have or issue shares of stock shall pay the same fees to the Secretary of State as are required to be paid by nonprofit corporations organized pursuant to the laws of this State.

      4.  The fee for filing a notice of withdrawal from the State of Nevada by a foreign corporation is $100.

      [2:89:1907; RL § 1349; NCL § 1842] + [Part 1:52:1933; A 1949, 363; 1951, 393]—(NRS A 1960, 177; 1961, 398; 1977, 406; 1983, 692; 1989, 981; 1995, 1118; 2001, 3178; 2003, 3115; 2003, 20th Special Session, 43; 2010, 26th Special Session, 73; 2013, 1273)

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

      1.  Every corporation which willfully fails or neglects to comply with the provisions of NRS 80.010 to 80.040, inclusive, is subject to a fine of not less than $1,000 but not more than $10,000, to be recovered in a court of competent jurisdiction.

      2.  Except as otherwise provided in subsection 3, every corporation which fails or neglects to comply with the provisions of NRS 80.010 to 80.040, inclusive, may not commence or maintain any action or proceeding in any court of this State until it has fully complied with the provisions of NRS 80.010 to 80.040, inclusive.

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

      4.  When the Secretary of State is advised that a corporation is doing business in contravention of NRS 80.010 to 80.040, inclusive, the Secretary of State may, as soon as practicable, refer the matter to the district attorney of the county where the corporation has its principal place of business or the Attorney General, or both, for a determination of whether to institute proceedings to recover any applicable fine provided for in this section. The district attorney of the county where the corporation has its principal place of business or the Attorney General may institute and prosecute the appropriate proceedings to recover the fine. If the district attorney or the Attorney General prevails in a proceeding to recover the fine described in subsection 1, the district attorney or the Attorney General is entitled to recover the costs of the proceeding, including, without limitation, the cost of any investigation and reasonable attorney’s fees.

      5.  In the course of an investigation of a violation of this section, the Secretary of State may require a corporation to answer any interrogatory submitted by the Secretary of State that will assist in the investigation.

      6.  The failure of a corporation to comply with the provisions of NRS 80.010 to 80.040, inclusive, does not impair the validity of any contract or act of the corporation, or prevent the corporation from defending any action, suit or proceeding in any court of this State.

      7.  The Secretary of State may adopt regulations to administer the provisions of this section.

      [3:89:1907; RL § 1350; NCL § 1843]—(NRS A 1989, 17; 1993, 986; 2009, 1684; 2013, 846)

REGISTERED AGENT

      NRS 80.060  Requirement.  Every foreign corporation owning property or doing business in this State shall appoint and keep in this State a registered agent as provided in NRS 14.020.

      [Part 1911 CPA § 82; A 1933, 191; 1939, 66; 1931 NCL § 8580]—(NRS A 2007, 2653)

      NRS 80.070  Resignation of registered agent or termination of registration of commercial registered agent.

      1.  If a registered agent resigns pursuant to NRS 77.370 or if a commercial registered agent terminates its registration as a commercial registered agent pursuant to NRS 77.330, the corporation, before the effective date of the resignation or termination, shall file with the Secretary of State a statement of change of registered agent pursuant to NRS 77.340.

      2.  A corporation that fails to comply with subsection 1 shall be deemed in default and is subject to the provisions of NRS 80.150 and 80.160.

      3.  As used in this section, “commercial registered agent” has the meaning ascribed to it in NRS 77.040.

      [1:127:1939; 1931 NCL § 1813.01] + [2:127:1939; 1931 NCL § 1813.02]—(NRS A 1959, 840; 1969, 33; 1989, 951; 1993, 983; 1999, 1598; 2003, 3116; 2003, 20th Special Session, 44; 2007, 2653; 2013, 846)

SUITS AGAINST FOREIGN CORPORATIONS

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

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

      NRS 80.090  Statute of limitations.  If a foreign corporation doing business in this State maintains and keeps in the State a registered agent as provided by NRS 80.060 and files or has microfilmed the papers, records and instruments required by NRS 80.010 to 80.040, inclusive, the foreign corporation is entitled to the benefit of the laws of this State limiting the time for the commencement of civil actions.

      [Part 1:165:1907; A 1921, 88; 1933, 24; 1931 NCL § 1848]—(NRS A 1965, 601; 2001, 1382, 3199; 2003, 3116; 2007, 2654)

      NRS 80.095  Suspension of statute of limitations for failure to comply.  The benefit of NRS 80.090 shall be suspended during any period or periods when the corporation is in default in complying with the requirements of NRS 80.090; and no such corporation can maintain any action or proceeding in any court of this State while so in default.

      [Part 1:165: 1907; A 1921, 88; 1933, 24; 1931 NCL § 1848]—(Substituted in revision for NRS 80.220)

DIRECTORS AND OFFICERS

      NRS 80.100  Authority of directors and representatives: Contracts and conveyances.  The provisions of NRS 78.135 apply to contracts and conveyances made by foreign corporations in this State and to all conveyances by foreign corporations of real property situated in this State.

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

ANNUAL LIST AND OTHER REQUIREMENTS; DEFAULTING CORPORATIONS

      NRS 80.110  Filing requirements; fees; powers and duties of Secretary of State; regulations.

      1.  Each foreign corporation doing business in this State shall, on or before the last day of the first month after the information required by NRS 80.010 is filed with the Secretary of State or, if the foreign corporation has selected an alternative due date pursuant to subsection 9, on or before that alternative due date, and annually thereafter on or before the last day of the month in which the anniversary date of its qualification to do business in this State occurs in each year or, if applicable, on or before the last day of the month in which the anniversary date of the alternative due date occurs in each year, file with the Secretary of State a list, on a form furnished by the Secretary of State, that contains:

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

      (b) The signature of an officer of the corporation or some other person specifically authorized by the corporation to sign the list.

      2.  Each list filed pursuant to subsection 1 must be accompanied by:

      (a) A declaration under penalty of perjury that:

             (1) The foreign corporation has complied with the provisions of chapter 76 of NRS;

             (2) The foreign corporation acknowledges that pursuant to NRS 239.330, it is a category C felony to knowingly offer any false or forged instrument for filing with the Office of the Secretary of State; and

             (3) None of the officers or directors identified in the list has been identified in the list with the fraudulent intent of concealing the identity of any person or persons exercising the power or authority of an officer or director in furtherance of any unlawful conduct.

      (b) A statement as to whether the foreign corporation is a publicly traded company. If the corporation is a publicly traded company, the corporation must list its Central Index Key. The Secretary of State shall include on the Secretary of State’s Internet website the Central Index Key of a corporation provided pursuant to this subsection and instructions describing the manner in which a member of the public may obtain information concerning the corporation from the Securities and Exchange Commission.

      3.  Upon filing:

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

      (b) Each annual list required by subsection 1, the corporation shall pay to the Secretary of State, if the amount represented by the total number of shares provided for in the articles is:

 

$75,000 or less...................................................................................................... $125

Over $75,000 and not over $200,000................................................................ 175

Over $200,000 and not over $500,000.............................................................. 275

Over $500,000 and not over $1,000,000........................................................... 375

Over $1,000,000:

       For the first $1,000,000.................................................................................. 375

       For each additional $500,000 or fraction thereof..................................... 275

Ę The maximum fee which may be charged pursuant to paragraph (b) for filing the annual list is $11,100.

 

      4.  If a director or officer of a corporation resigns and the resignation is not reflected on the annual or amended list of directors and officers, the corporation or the resigning director or officer shall pay to the Secretary of State a fee of $75 to file the resignation.

      5.  The Secretary of State shall, 90 days before the last day for filing each annual list required by subsection 1, provide to each corporation which is required to comply with the provisions of NRS 80.110 to 80.175, inclusive, and which has not become delinquent, a notice of the fee due pursuant to subsection 3 and a reminder to file the list pursuant to subsection 1. Failure of any corporation to receive a notice does not excuse it from the penalty imposed by the provisions of NRS 80.110 to 80.175, inclusive.

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

      7.  A person who files with the Secretary of State a list required by subsection 1 which identifies an officer or director with the fraudulent intent of concealing the identity of any person or persons exercising the power or authority of an officer or director in furtherance of any unlawful conduct is subject to the penalty set forth in NRS 225.084.

      8.  For the purposes of this section, a stockholder is not deemed to exercise actual control of the daily operations of a corporation based solely on the fact that the stockholder has voting control of the corporation.

      9.  The Secretary of State may allow a foreign corporation to select an alternative due date for filing the initial list required by subsection 1.

      10.  The Secretary of State may adopt regulations to administer the provisions of subsection 9.

      [Part 1:180:1925; A 1929, 122; 1931, 408; 1931 NCL § 1804]—(NRS A 1957, 296; 1959, 840; 1977, 406; 1979, 186, 400, 401; 1983, 693; 1985, 234; 1989, 981; 1991, 2460; 1993, 983; 1995, 2103; 1999, 1599; 2001, 3179; 2003, 930; 2003, 20th Special Session, 45, 183; 2005, 2252; 2007, 2654; 2009, 2034, 2830; 2013, 846)

      NRS 80.113  List or statement to be maintained at registered office or principal place of business; requirement to assist in criminal investigation; failure to comply; regulations.

      1.  A foreign corporation that is not a publicly traded corporation shall maintain at its registered office or principal place of business in this State:

      (a) A current list of its owners of record; or

      (b) A statement indicating where such a list is maintained.

      2.  Upon the request of the Secretary of State, the foreign corporation shall:

      (a) Provide the Secretary of State with the name and contact information of the custodian of the list described in subsection 1. The information required pursuant to this paragraph shall be kept confidential by the Secretary of State.

      (b) Provide written notice to the Secretary of State within 10 days after any change in the information contained in the list described in subsection 1.

      3.  Upon the request of any law enforcement agency in the course of a criminal investigation, the Secretary of State may require a foreign corporation to:

      (a) Submit to the Secretary of State, within 3 business days, a copy of the list required to be maintained pursuant to subsection 1; or

      (b) Answer any interrogatory submitted by the Secretary of State that will assist in the criminal investigation.

      4.  If a foreign corporation fails to comply with any requirement pursuant to subsection 3, the Secretary of State may take any action necessary, including, without limitation, the suspension or revocation of the right of the foreign corporation to transact business in this State.

      5.  The Secretary of State shall not reinstate or revive the right of a foreign corporation to transact business that was revoked or suspended pursuant to subsection 4 unless:

      (a) The foreign corporation complies with the requirements of subsection 3; or

      (b) The law enforcement agency conducting the investigation advises the Secretary of State to reinstate or revive the right of the foreign corporation to transact business in this State.

      6.  The Secretary of State may adopt regulations to administer the provisions of this section.

      (Added to NRS by 2007, 1319; A 2009, 2831)

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

      1.  At the time of submitting any list required pursuant to NRS 80.110, a corporation that meets the criteria set forth in subsection 2 must submit:

      (a) The statement required pursuant to subsection 3, accompanied by a declaration under penalty of perjury attesting that the statement does not contain any material misrepresentation of fact; and

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

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

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

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

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

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

      3.  A corporation that meets the criteria set forth in subsection 2 shall submit a statement which includes the following information with respect to each investigation:

      (a) The jurisdiction in which the investigation was commenced.

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

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

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

      4.  The fee collected pursuant to subsection 1 must be deposited in the Attorney General’s Administration Budget Account and used solely for the purpose of investigating any alleged contract, combination or conspiracy in restraint of trade, as described in subsection 1 of NRS 598A.060.

      (Added to NRS by 2003, 929)

      NRS 80.120  Certificate of authorization to transact business.  If a corporation has filed the initial or annual list in compliance with NRS 80.110 and has paid the appropriate fee for the filing, the cancelled check or other proof of payment received by the corporation constitutes a certificate authorizing it to transact its business within this State until the last day of the month in which the anniversary of its qualification to transact business occurs in the next succeeding calendar year.

      [2:180:1925; A 1931, 408; 1931 NCL § 1805]—(NRS A 1959, 841; 1983, 693; 1993, 984; 1999, 1599; 2001, 3179; 2003, 20th Special Session, 46)

      NRS 80.140  Addresses of officers and directors required; failure to file.

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

      2.  If the addresses are not stated for each person on any list offered for filing, the Secretary of State may refuse to file the list, and the corporation for which the list has been offered for filing is subject to all the provisions of NRS 80.110 to 80.170, inclusive, relating to failure to file the list within or at the times therein specified, unless a list is subsequently submitted for filing which conforms to the provisions of this section.

      [3(a):180:1925; added 1951, 280]—(NRS A 1959, 841; 1985, 235; 1993, 984; 2003, 3116; 2003, 20th Special Session, 46)

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

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

      2.  For default there must be added to the amount of the fee a penalty of $75, and unless the filing is made and the fee and penalty are paid on or before the last day of the month in which the anniversary date of incorporation occurs in which filing was required, the defaulting corporation by reason of its default forfeits its right to transact any business within this State. The fee and penalty must be collected as provided in this chapter.

      [4:180:1925; A 1931, 408; 1931 NCL § 1807]—(NRS A 1977, 407; 1979, 186; 1983, 694; 1985, 235; 1989, 982; 1993, 984; 1995, 1118; 2001, 3179; 2003, 930; 2003, 20th Special Session, 46)

      NRS 80.160  Defaulting corporations: Duties of Secretary of State.

      1.  The Secretary of State shall notify, by providing written notice to its registered agent, each corporation deemed in default pursuant to NRS 80.150. The written notice:

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

      (b) At the request of the registered agent, may be provided electronically.

      2.  Immediately after the last day of the month in which the anniversary date of incorporation occurs, the Secretary of State shall compile a complete list containing the names of all corporations whose right to transact business has been forfeited.

      3.  The Secretary of State shall notify, by providing written notice to its registered agent, each corporation specified in subsection 2 of the forfeiture of its right to do business. The written notice:

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

      (b) At the request of the registered agent, may be provided electronically.

      [Part 5:180:1925; NCL § 1808]—(NRS A 1959, 60, 575; 1965, 601; 1973, 1028; 1979, 187, 400, 402; 1993, 984; 1995, 1119; 2003, 20th Special Session, 46; 2007, 2655)

      NRS 80.170  Defaulting corporations: Conditions and procedure for reinstatement.

      1.  Except as otherwise provided in subsections 3 and 4 or NRS 80.113, the Secretary of State shall reinstate a corporation which has forfeited or which forfeits its right to transact business under the provisions of this chapter and shall restore to the corporation its right to transact business in this State, and to exercise its corporate privileges and immunities, if it:

      (a) Files with the Secretary of State:

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

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

             (3) The information required pursuant to NRS 77.310; and

             (4) A declaration under penalty of perjury, on a form provided by the Secretary of State, that the reinstatement is authorized by a court of competent jurisdiction in this State or by the duly elected board of directors of the foreign corporation or, if the foreign corporation does not have a board of directors, the equivalent of such a board; and

      (b) Pays to the Secretary of State:

             (1) The filing fee and penalty set forth in NRS 80.110 and 80.150 for each year or portion thereof that its right to transact business was forfeited;

             (2) The fee set forth in NRS 80.115, if applicable; and

             (3) A fee of $300 for reinstatement.

      2.  When the Secretary of State reinstates the corporation, the Secretary of State shall issue to the corporation a certificate of reinstatement if the corporation:

      (a) Requests a certificate of reinstatement; and

      (b) Pays the required fees pursuant to subsection 7 of NRS 78.785.

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

      4.  If the right of a corporation to transact business in this State has been forfeited pursuant to the provisions of this chapter and has remained forfeited for a period of 5 consecutive years, the right is not subject to reinstatement.

      5.  Except as otherwise provided in NRS 80.175, a reinstatement pursuant to this section relates back to the date on which the corporation forfeited its right to transact business under the provisions of this chapter and reinstates the corporation’s right to transact business as if such right had at all times remained in full force and effect.

      [6:180:1925; A 1927, 42; NCL § 1809]—(NRS A 1959, 61; 1965, 602; 1973, 1029; 1975, 478; 1985, 235; 1987, 1060; 1991, 1245; 1993, 985; 1995, 1119; 2001, 3180; 2003, 20th Special Session, 47; 2007, 1320, 2421, 2655; 2013, 848)

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

      1.  Except as otherwise provided in subsection 2, if a foreign corporation applies to reinstate its charter but its name has been legally reserved or acquired by another artificial person formed, organized, registered or qualified pursuant to the provisions of this title whose name is on file with the Office of the Secretary of State or reserved in the Office of the Secretary of State pursuant to the provisions of this title, the foreign corporation must in its application for reinstatement submit in writing to the Secretary of State some other name under which it desires its existence to be reinstated. If that name is distinguishable from all other names reserved or otherwise on file, the Secretary of State shall reinstate the foreign corporation under that new name.

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

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

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

      (Added to NRS by 2003, 20th Special Session, 40)

MISCELLANEOUS PROVISIONS

      NRS 80.190  Publication of annual statement: Requirements; penalty.

      1.  Except as otherwise provided in subsection 2, each foreign corporation doing business in this State shall, not later than the month of March in each year, publish a statement in two numbers or issues of a newspaper published in this State that has a total weekly circulation of at least 1,000. The statement must include:

      (a) The name of the corporation.

      (b) The name and title of the corporate officer submitting the statement.

      (c) The mailing or street address of the corporation’s principal office.

      (d) The mailing or street address of the corporation’s office in this State, if one exists.

      2.  If the corporation keeps its records on the basis of a fiscal year other than the calendar, the statement required by subsection 1 must be published not later than the end of the third month following the close of each fiscal year.

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

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

      [1:108:1901; A 1913, 270; 1939, 169; 1949, 86; 1955, 751] + [2:108:1901; A 1907, 39; RL § 1352; NCL § 1845]—(NRS A 1969, 147; 1977, 607, 1354; 1993, 986; 2003, 20th Special Session, 47; 2009, 1685; 2011, 2795)

      NRS 80.200  Surrender of right to transact intrastate business.

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

      (a) Filing with the Secretary of State a notice of its purpose so to do, duly authorized to be given by resolution of its board of directors and signed by the proper officers thereof; and

      (b) Paying the fee required by NRS 80.050 for filing notice.

      2.  The provisions of subsection 1 apply only when the corporation’s right to do business in this State at the time the notice is submitted for filing has not been forfeited.

      [1(a):89:1907; added 1949, 503; 1943 NCL § 1841.01]—(NRS A 1993, 986; 2003, 3117)

      NRS 80.280  License required for corporation to render professional service.  A foreign corporation organized to render a professional service may not render that service in this State unless the person rendering it is licensed to do so by the appropriate regulating board of this State.

      (Added to NRS by 1995, 2102)