I received a notice from a Nevada newspaper stating that I need to publish a list of assets and liabilities. Do I need to do this?
No. The particular requirement to publish a list of Assets and Liabilities was removed, effective Oct. 1, 2009, pursuant to the passage of SB350. However, the other publication requirements of NRS 80.190 were not effected by the new legislation.
What needs to be published?
A list of required disclosures is set forth in NRS 80.190(1).
Can I get an extension on the due date for publication of the annual statement?
No. The statute does not provide for any extensions.
Does it matter what newspaper I use?
No. As long as the newspaper is published in Nevada and has a total weekly circulation of at least 1,000. NRS 80.190(1).
How do I know if I am doing business in Nevada?
A list of activities that do NOT constitute the transaction of business in Nevada can be found in NRS 80.015.
I am not a corporation. I am a Partnership or LLC. Do I need to comply with NRS 80.190?
No. The publication requirement applies only to "foreign corporations." NRS 80.190.
I am a privately held foreign corporation. Do I need to comply with NRS 80.190?
Yes. The term "corporation" encompasses privately held (or close) corporations. See Black's Law Dictionary, 239 (6th Ed. Abgd, 1991) (Defining "corporation" to include close corporations).
I am a non-profit corporation. Do I need to comply with NRS 80.190?
Yes. The publication requirement has no exception for non-profit corporations and the term "corporation" encompasses a non-profit corporation. See Black's Law Dictionary, 239 (6th Ed. Abgd, 1991) (Defining "corporation" to include non-profit corporations).
I complied with NRS 80.190 and the newspaper sent me a proof of publication. Do I need to file this with the Secretary of State?
No. You should keep the proof of publication in your files in case you are asked for it by the Secretary of State, Attorney General or a District Attorney.
What happens if I don't comply with NRS 80.190?
A foreign corporation that fails to comply with NRS 80.190 is subject to a $100 per month fine. NRS 80.190(3). Furthermore, a foreign corporation that fails to comply with NRS 80.190 is not authorized to transact business in Nevada. Nevada Attorney General Opinion 1959-16 (March 4, 1959).
Does a foreign corporation have obligations other than NRS 80.190 in order to transact business in Nevada?
Yes. A foreign corporation that wants to transact business in Nevada must comply with the requirements of NRS Chapter 80. For example, a foreign corporation must file certain documents (NRS 80.010 and NRS 80.110), appoint a Registered Agent (NRS 80.060) and pay all applicable fees (NRS 80.050 and NRS 80.110). A foreign corporation should carefully review NRS Chapter 80 to ensure it is in full compliance with the law.