Nevada Code § 80.110

Filing requirements; fees; powers and duties of Secretary of State; regulations
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1. Each foreign corporation doing business
in this State shall, at the time that 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 10, 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 States 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 $150.
(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...................................................................................................... $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.
4. If a foreign corporation files an
amended list of directors and officers with the Secretary of State within 60
days after the date on which the initial list required by subsection 1 is
filed, the foreign corporation or the resigning director or officer is not
required to pay a fee for filing the amended list.
5. Except as otherwise provided in
subsection 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.
6. 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.
7. 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.
8. 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 .
9. 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.
10. The Secretary of State may allow a
foreign corporation to select an alternative due date for filing the initial
list required by subsection 1.
11. The Secretary of State may adopt
regulations to administer the provisions of subsection 10.

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