Nevada Code § 78.150

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

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