Nev. Rev. Stat. § 78.150

Current through 82nd (2023) Legislative Session Chapter 535 and 34th (2023) Special Session Chapter 1 and 35th (2023) Special Session Chapter 1

Section 78.150 - Filing requirements; fees; powers and duties of Secretary of State; regulations

1. A corporation organized pursuant to the laws of this State shall, at the time of the filing of its articles of incorporation with the Secretary of State or, if the corporation has selected an alternative due date pursuant to subsection 12, on or before that alternative due date, file with the Secretary of State a list, on a form furnished by the Secretary of State, containing:

(a) The name of the corporation;

(b) The file number of the corporation, if known;

(c) The names and titles of the president, secretary and treasurer, or the equivalent thereof, and of all the directors of the corporation;

(d) The address, either residence or business, of each officer and director listed, following the name of the officer or director; and

(e) The signature of an officer of the corporation, or some other person specifically authorized by the corporation to sign the list, certifying that the list is true, complete and accurate.

2. The corporation shall annually thereafter, on or before the last day of the month in which the anniversary date of incorporation occurs in each year, or, if, pursuant to subsection 12, the corporation has selected an alternative due date for filing the list required by subsection 1, 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, on a form furnished by the Secretary of State, an annual list containing all of the information required in subsection 1.

3. Each list required by subsection 1 or 2 must be accompanied by:

(a) A declaration under penalty of perjury that:

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

(2) The 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 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 paragraph and instructions describing the manner in which a member of the public may obtain information concerning the corporation from the Securities and Exchange Commission.

4. Upon filing the list required by:

(a) Subsection 1, the corporation shall pay to the Secretary of State a fee of $150.

(b) Subsection 2, the corporation shall pay to the Secretary of State, if the amount represented by the total number of shares provided for in the articles is:

$75,000 or less...................................................................................................... $150

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

Over $200,000 and not over $500,000................................................................ 300

Over $500,000 and not over $1,000,000............................................................ 400

Over $1,000,000:

For the first $1,000,000................................................................................... 400

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

The maximum fee which may be charged pursuant to paragraph (b) for filing the annual list is $11,125.

5. If a corporation files an amended list of directors and officers with the Secretary of State within 60 days after the date on which the list required by subsection 1 is filed, the corporation or the resigning director or officer is not required to pay a fee for filing the amended list.

6. Except as otherwise provided in subsection 5, 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.

7. The Secretary of State shall, 90 days before the last day for filing each annual list required by subsection 2, provide to each corporation which is required to comply with the provisions of NRS 78.150 to 78.185, inclusive, and which has not become delinquent, a notice of the fee due pursuant to subsection 4 and a reminder to file the annual list required by subsection 2. Failure of any corporation to receive a notice does not excuse it from the penalty imposed by law.

8. If the list to be filed pursuant to the provisions of subsection 1 or 2 is defective in any respect or the fee required by subsection 4 is not paid, the Secretary of State may return the list for correction or payment.

9. 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 must be accompanied by the appropriate fee as provided in subsection 4 for filing. A payment submitted pursuant to this subsection does not satisfy the requirements of subsection 2 for the year to which the due date is applicable.

10. A person who files with the Secretary of State a list required by subsection 1 or 2 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.

11. 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.

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

13. The Secretary of State may adopt regulations to administer the provisions of subsection 12.

NRS 78.150

[Part 1:180:1925; A 1929, 122; 1931, 408; 1931 NCL § 1804]-(NRS A 1957, 315; 1959, 684; 1977, 401; 1979, 185; 1983, 689; 1985, 233; 1989, 976; 1991, 2460; 1993, 952; 1995, 2096; 1997, 2808, 3126; 1999, 639, 1581, 3018; 2001, 215, 1359, 3172, 3199; 2003, 928, 2253; 2003, 20th Special Session, 30, 182; 2005, 2249; 2007, 2643; 2009, 2033, 2827; 2013, 840; 2015, 2905; 2017, 2772)

Amended by 2017, Ch. 419,§1, eff. 10/1/2017.

Amended by 2015, Ch. 487,§75.5, eff. 7/1/2015.

Amended by 2013, Ch. 221,§13, eff. 10/1/2013.

[Part 1:180:1925; A 1929, 122; 1931, 408; 1931 NCL § 1804] - (NRS A 1957, 315; 1959, 684; 1977, 401; 1979, 185; 1983, 689; 1985, 233; 1989, 976; 1991, 2460; 1993, 952; 1995, 2096; 1997, 2808, 3126; 1999, 639, 1581, 3018; 2001, 215, 1359, 3172, 3199; 2003, 928, 2253; 2003, 20th Special Session, 30, 182; 2005, 2249; 2007, 2643; 2009, 2033, 2827)