reglab/statecodes huggingface dataset:
2023 Nevada Revised Statutes › Chapter 78B - Benefit Corporations › NRS 78B.140 - Creation of general and specific public benefits; required and optional provisions of articles of incorporation.

1. A benefit corporation shall have the purpose of creating general public benefit. This purpose is in addition to, and may be a limitation on, the corporation’s purpose under NRS 78.030 and any specific purpose set forth in its articles of incorporation pursuant to NRS 78.037.
2. In addition to the provisions required to be stated in the articles of incorporation pursuant to NRS 78.035, the articles of incorporation of a benefit corporation must contain a statement that the corporation is a benefit corporation. The articles of incorporation may identify the creation of one or more specific public benefits as a purpose or as purposes of the benefit corporation. The identification of any specific public benefit pursuant to this subsection does not limit the obligation of the benefit corporation to create general public benefit.
3. The creation of general and specific public benefits as provided in subsections 1 and 2 is in the best interests of the benefit corporation.
4. A professional corporation that is a benefit corporation does not violate NRS 89.050 by providing the professional services for which it was incorporated for the purpose of creating general public benefit or any specific public benefit.
5. A benefit corporation may amend its articles of incorporation to add, amend or delete the identification of any specific public benefit that must be the purpose of the benefit corporation to create. To be effective, the amendment must be adopted by at least the minimum status vote.
(Added to NRS by 2013, 414)
2023 Nevada Revised Statutes › Chapter 78B - Benefit Corporations › NRS 78B.160 - Officers: Duties; liability.

1. Each officer of a benefit corporation shall consider the interests and factors described in NRS 78B.150 if:
(a) The officer has discretion to act with respect to a matter; and
(b) It reasonably appears to the officer that the matter may have a material effect on:
(1) The creation of general public benefit or any specific public benefit identified in the articles of incorporation of the benefit corporation pursuant to NRS 78B.140; or
(2) Any of the interests or factors described in subsections 2 and 3 of NRS 78B.150.
2. The consideration by an officer of a benefit corporation of interests and factors in the manner described in subsection 1 does not constitute a violation of the duties of the officer.
3. An officer is not liable for monetary damages for:
(a) Any action or inaction as an officer in the course of performing the duties of an officer under subsection 1 if the officer performed the duties of his or her position in compliance with this section.
(b) Failure of the benefit corporation to pursue or create general public benefit or any specific public benefit identified in the articles of incorporation pursuant to NRS 78B.140.
4. An officer does not have a duty to a person who is a beneficiary of the general public benefit purpose or any specific public benefit purpose identified in the articles of incorporation of the benefit corporation pursuant to NRS 78B.140 arising from the status of the person as a beneficiary.
5. In performing his or her duties, an officer of a benefit corporation has the benefit of the presumptions established by subsection 3 of NRS 78.138.
(Added to NRS by 2013, 416)
2023 Nevada Revised Statutes › Chapter 78B - Benefit Corporations › NRS 78B.170 - Annual benefit report: Requirement; contents.

1. A benefit corporation shall deliver to each shareholder an annual benefit report which includes the following:
(a) A narrative description of:
(1) The process and rationale for selecting the third-party standard used to prepare the benefit report;
(2) The ways in which the benefit corporation pursued general public benefit during the applicable year and the extent to which that general public benefit was created;
(3) The ways in which the benefit corporation pursued any specific public benefit identified in the articles of incorporation of the benefit corporation pursuant to NRS 78B.140 and the extent to which that specific public benefit was created; and
(4) Any circumstances that have hindered the creation by the benefit corporation of general public benefit or any specific public benefit identified in the articles of incorporation of the benefit corporation pursuant to NRS 78B.140.
(b) An assessment of the overall social and environmental performance of the benefit corporation, prepared in accordance with a third-party standard applied consistently with any application of that standard in prior benefit reports or accompanied by an explanation of the reasons for any inconsistent application. The assessment is not required to be audited or certified by a third party.
(c) The statement required by NRS 78B.180.
(d) A statement of any connection between the entity that established the third-party standard, or its directors, officers or material owners, and the benefit corporation, or its directors, officers and material owners, including, without limitation, any financial or governance relationship that might materially affect the credibility of the objective assessment of the third-party standard.
2. The annual benefit report required by subsection 1 must be sent annually to each shareholder within 120 days following the end of the fiscal year of the benefit corporation or at the same time that the benefit corporation delivers any other annual report to its shareholders.
3. A benefit corporation shall post all of its annual benefit reports on the public portion of its Internet website, if any, except that the compensation paid to directors and any financial or proprietary information included in the annual benefit report may be omitted from the annual benefit report posted on the Internet website.
4. If a benefit corporation does not have an Internet website, the benefit corporation must provide a copy of its most recent annual benefit report, without charge, to any person requesting a copy. The benefit corporation may omit any proprietary or financial information, including, without limitation, the compensation paid to directors, from the copy of an annual benefit report that the corporation provides pursuant to this subsection.
(Added to NRS by 2013, 417)
2023 Nevada Revised Statutes › Chapter 78B - Benefit Corporations › NRS 78B.180 - Annual benefit report: Preparation by board of directors; required statement by board of directors.

1. The board of directors of a benefit corporation shall prepare and include in the annual benefit report to shareholders required by NRS 78B.170 a statement indicating whether, in the opinion of the board of directors, the benefit corporation failed in any material respect to pursue its general public benefit purpose and any specific public benefit purpose identified in the articles of incorporation pursuant to NRS 78B.140 during the period covered by the report.
2. If, in the opinion of the board of directors, the benefit corporation failed to pursue its general public benefit purpose or any specific public benefit purpose identified in the articles of incorporation pursuant to NRS 78B.140, the statement required by subsection 1 must include a description of the ways in which the benefit corporation failed to pursue its general public benefit purpose or any specific public benefit purpose.
(Added to NRS by 2013, 416)
2023 Nevada Revised Statutes › Chapter 78B - Benefit Corporations › NRS 78B.190 - Actions or claims against benefit corporations, directors or officers: Limitations; benefit enforcement proceedings; award of attorney’s fees and expenses.

1. Except in a benefit enforcement proceeding, no person may bring an action or assert a claim against a benefit corporation or its directors or officers with respect to:
(a) Failure to pursue or create general public benefit or any specific public benefit identified in the articles of incorporation of a benefit corporation pursuant to NRS 78B.140; or
(b) A violation of an obligation, duty or standard of conduct under this chapter.
2. A benefit enforcement proceeding may be commenced or maintained only:
(a) Directly by the benefit corporation; or
(b) Derivatively by:
(1) A shareholder who owned beneficially or of record at least 2 percent of the total number of shares of a class or series outstanding at the time of the act or omission complained of;
(2) A director;
(3) A person or group of persons that owns beneficially or of record 5 percent or more of the equity interests in an entity of which the benefit corporation is a subsidiary at the time of the act or omission complained of; or
(4) Any other person authorized in the articles of incorporation or bylaws of the benefit corporation to commence and maintain a benefit enforcement proceeding.
3. A benefit corporation is not liable for monetary damages under this chapter for any failure of the benefit corporation to create general public benefit or any specific public benefit identified in the articles of incorporation of the benefit corporation pursuant to NRS 78B.140.
4. If the court in a benefit enforcement proceeding finds that a failure to comply with this chapter was without justification, the court may award an amount sufficient to reimburse the plaintiff for the reasonable expenses incurred by the plaintiff, including attorney’s fees and expenses, in connection with the benefit enforcement proceeding.
(Added to NRS by 2013, 417)
2023 Nevada Revised Statutes › Chapter 80 - Foreign Corporations › 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)
2023 Nevada Revised Statutes › Chapter 80 - Foreign Corporations › 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)
2023 Nevada Revised Statutes › Chapter 80 - Foreign Corporations › 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)
2023 Nevada Revised Statutes › Chapter 80 - Foreign Corporations › 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, verified or acknowledged, including, without limitation, if the record was filed erroneously.
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 in the record, including, without limitation, if and to the extent applicable, the error in the filing of the record;
(4) Sets forth such information as is necessary so as to clarify or otherwise remedy the inaccuracy or defect; 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; 2023, 375)
2023 Nevada Revised Statutes › Chapter 80 - Foreign Corporations › 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, telecommunications and blockchains.
(Added to NRS by 2011, 777; A 2019, 2822)
2023 Nevada Revised Statutes › Chapter 80 - Foreign Corporations › 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)
2023 Nevada Revised Statutes › Chapter 80 - Foreign Corporations › 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.
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.
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)
2023 Nevada Revised Statutes › Chapter 80 - Foreign Corporations › 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)
2023 Nevada Revised Statutes › Chapter 80 - Foreign Corporations › 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)
2023 Nevada Revised Statutes › Chapter 80 - Foreign Corporations › 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)
2023 Nevada Revised Statutes › Chapter 80 - Foreign Corporations › 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)
2023 Nevada Revised Statutes › Chapter 80 - Foreign Corporations › 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)
2023 Nevada Revised Statutes › Chapter 80 - Foreign Corporations › 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)
2023 Nevada Revised Statutes › Chapter 80 - Foreign Corporations › 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)
2023 Nevada Revised Statutes › Chapter 80 - 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]
2023 Nevada Revised Statutes › Chapter 80 - Foreign Corporations › 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)
2023 Nevada Revised Statutes › Chapter 80 - Foreign Corporations › 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)
2023 Nevada Revised Statutes › Chapter 80 - Foreign Corporations › 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]
2023 Nevada Revised Statutes › Chapter 80 - Foreign Corporations › NRS 80.113 - List or statement to be maintained at principal office in this State or with custodian of records; 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 principal office in this State or with its custodian of records whose name and street address is available at the foreign corporation’s registered office a current list of its owners of record.
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; 2015, 1283)
2023 Nevada Revised Statutes › Chapter 80 - Foreign Corporations › 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 and subsection 1 of NRS 598A.440.
(Added to NRS by 2003, 929; A 2021, 3546)
2023 Nevada Revised Statutes › Chapter 80 - Foreign Corporations › 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)
2023 Nevada Revised Statutes › Chapter 80 - Foreign Corporations › 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)
2023 Nevada Revised Statutes › Chapter 80 - Foreign Corporations › 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)
2023 Nevada Revised Statutes › Chapter 80 - Foreign Corporations › 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)
2023 Nevada Revised Statutes › Chapter 80 - Foreign Corporations › 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) Except as otherwise provided in NRS 231.14057, 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. Except as otherwise provided in NRS 231.14057, 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; 2019, 919)
2023 Nevada Revised Statutes › Chapter 80 - Foreign Corporations › NRS 80.175 - Defaulting corporations: Reinstatement or revival under old or new name; regulations.

1. Except as otherwise provided in subsection 2, if a foreign corporation applies to reinstate or revive 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 or revival submit in writing to the Secretary of State some other name under which it desires its existence to be reinstated or revived. If that name is distinguishable from all other names reserved or otherwise on file, the Secretary of State shall reinstate or revive 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 or revived 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; A 2015, 1283)
2023 Nevada Revised Statutes › Chapter 80 - Foreign Corporations › 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)
2023 Nevada Revised Statutes › Chapter 80 - Foreign Corporations › NRS 80.195 - Surrender of right to transact business in State without additional fees and penalties; regulations.

1. The Secretary of State shall authorize a foreign corporation whose right to transact business in this State has been revoked to surrender its right to transact business in this State without paying additional fees and penalties, other than the fee for filing a notice of withdrawal required by NRS 80.050, if the foreign corporation provides evidence satisfactory to the Secretary of State that the foreign corporation did not transact business in this State:
(a) During the entire period for which its right to transact business in this State was revoked; or
(b) During a portion of the period for which its right to transact business in this State was revoked and the foreign corporation paid the fees and penalties for the portion of that period in which the foreign corporation transacted business in this State.
2. The Secretary of State may adopt regulations to administer the provisions of this section.
(Added to NRS by 2015, 1281)
2023 Nevada Revised Statutes › Chapter 80 - Foreign Corporations › 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)
2023 Nevada Revised Statutes › Chapter 81 - Miscellaneous Organizations › NRS 81.0027 - 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 of 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, 48)
2023 Nevada Revised Statutes › Chapter 81 - Miscellaneous Organizations › NRS 81.003 - Filing of records written in language other than English.

No record which is written in a language other than English may be filed or submitted for filing in the Office of the Secretary of State pursuant to the provisions of this chapter unless it is accompanied by a verified translation of that record into the English language.
(Added to NRS by 1995, 1120; A 2003, 3117)