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Nevada Revised Statutes Chapter 80 (NRS 80) - Foreign Corporations

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Nevada Law Governing Foreign Corporations
NEVADA REVISED STATUTES ("NRS")
CHAPTER 80
FOREIGN CORPORATIONS

[These were revised in 1997 and should remain effective at least until fall 1999. - staff]
CHAPTER 80
FOREIGN CORPORATIONS

NRS 80.005   Corporate documents: Microfilming and return.
NRS 80.007   Incorrect or defective document: Certificate of correction; effective date of correction.
NRS 80.010   Requirements to do business in Nevada; filings; limitations on name; certification of authority to engage in certain businesses.
NRS 80.012   Reservation of corporate name; injunctive relief.
NRS 80.015   Activities that do not constitute doing business in Nevada; persons not doing business in Nevada exempted from certain provisions.
NRS 80.016   Determination of whether solicitation is made or accepted in Nevada.
NRS 80.025   Modification of corporate name to qualify to do business in this state: Requirements; procedure.
NRS 80.030   Filing of amendatory documents after qualification.
NRS 80.040   Qualification: English translations to accompany documents in foreign language.
NRS 80.050   Fees payable by foreign corporations.
NRS 80.060   Resident agent: Appointment.
NRS 80.070   Resident agent: Revocation of appointment; resignation, death or removal from state; filing new certificate of acceptance of appointment.
NRS 80.080   Service of process on foreign corporation in this state.
NRS 80.090   Limitations of actions.
NRS 80.100   Authority of directors and representatives: Contracts and conveyances.
NRS 80.110   Annual list of officers and directors and designation of resident agent: Filing requirements; fee; forms.
NRS 80.120   Certificate authorizing corporation to transact business.
NRS 80.140   Contents of annual list: Names and addresses; penalties.
NRS 80.150   Defaulting corporations: Identification; penalty and forfeiture.
NRS 80.160   Defaulting corporations: Duties of secretary of state.
NRS 80.170   Defaulting corporations: Conditions and procedure for reinstatement.
NRS 80.190   Publication of annual statement; recovery of penalty.
NRS 80.200   Surrender of right to transact intrastate business.
NRS 80.210   Penalties for failure to comply with requirements for qualification; enforcement.
NRS 80.220   Suspension of statute of limitations for failure to comply.
NRS 80.270   Notice of certain proceedings concerning insolvency or mismanagement of corporation.
NRS 80.280   License required for corporation to render professional service.

CHAPTER 80
FOREIGN CORPORATIONS

CROSS REFERENCES

Abandoned or unclaimed property, NRS ch. 120A
Banks may act as resident agent and stock transfer agent, NRS 78.090
Consolidation of foreign and domestic corporations, NRS 78.770
Costs of suit secured when foreign corporation a plaintiff, NRS 18.130
Criminal actions

Existence proved by general reputation, NRS 175.241
Misdemeanor penalty when not fixed by statute, NRS 193.160
Summons, NRS 171.112

Dissolution, deceptive trade practices, NRS 598.0999
Eminent domain, right of, NRS 37.250
Escrow business, licensing and regulation applicable, NRS 645A.220
Foreign credit unions, NRS 678.342-678.347
Foreign gaming, NRS 463.625-463.643, 463.680-463.720
Foreign trade zones, establishment, NRS ch. 237A
Insurance Holding Company Law, NRS ch. 692C
Merger or exchange of interest, NRS ch. 92A
Mortgage companies, licensing and regulation applicable, NRS 645B.220
Power to sue and be sued, Const. Art. 8 5; N.R.C.P. 17(b); JCRCP 17(b)
Process, service of, NRS 14.030, 14.080; N.R.C.P. 4(d); JCRCP 4(d)
Products liability, service of process, NRS 14.080
Resident agent, appointment for service of process, NRS 14.020
Savings and loan associations, loans, NRS 673.3244
Securities, regulation of sales, NRS ch. 90
Stock, fraudulent issue unlawful, NRS 205.435
Taxation

Property taxed in county where situated, Const. Art. 8 2; NRS 361.235
Securities, dividends owned by foreign corporations not to be taxed, NRS 78.245

REVISER'S NOTE.

Because of various possible conflicts and differences in terminology, revision of this chapter required careful integration of and reference to the following acts and parts of acts:
Chapter 108, Statutes of Nevada 1901 (Foreign corporations to publish annual statements).
Chapter 165, Statutes of Nevada 1907 (Foreign corporations given the benefit of statute of limitations).
Chapter 89, Statutes of Nevada 1907 (Qualification of foreign corporations to do business in Nevada).
Chapter 180, Statutes of Nevada 1925 (Annual lists of officers, directors and resident agents).
Chapter 127, Statutes of Nevada 1939 (Resignation of resident agents; filling of vacancies in office).
Chapter 107, Statutes of Nevada 1933 (Qualification of foreign municipal corporations in Nevada).
1911 Civil Practice Act secs. 82, 83 (1931 NCL 8580 and 8581) (Foreign corporations: Appointment of resident agents and service of process).

NEVADA CASES.

Mere solicitation of agreement not doing business; no bar from court. Where only activity in Nevada of foreign corporation not qualified to do business in state pursuant to provisions of NRS ch. 80 was solicitation of agreement to carry passengers between points in California, action to collect payment due under agreement was not barred by provision of NRS 80.210 denying access to courts, because mere solicitation of agreement was not doing business in state within contemplation of NRS 80.010 et seq., and therefore corporation was not required to qualify. Peccole v. Fresno Air Serv., Inc., 86 Nev. 377, 469 P.2d 397 (1970), cited, League to Save Lake Tahoe v. Tahoe R.P.A., 93 Nev. 270, at 273, 563 P.2d 582 (1977), Sierra Glass & Mirror v. Viking Indus., 107 Nev. 119, at 124, 808 P.2d 512 (1991)

ATTORNEY GENERAL'S OPINIONS.

Effect of corporate dissolution depends upon law of domicile. Effect of dissolution of corporation, or its expiration otherwise, depends upon law of its domicile, and defunct foreign corporation has no greater capacity or higher standing to commence or maintain action in state of forum than it would have in state of its domicile. (See NRS ch. 80.) Fidelity Metals Corp. v. Risley, 77 Cal. App. 2d 377, 175 P.2d 592 (Dist. Ct. App. 1946)

Qualification not required for use of public warehouse under circumstances. Under proposed marketing plan where company would use public warehouse facilities in Nevada to serve customers within and outside state, would not have employees at warehouse nor rent or buy area of warehouse, warehousemen would be paid in proportion to goods handled and have no authority to order stock, all orders and payments for products would be mailed to office outside state and company employs two promotional representatives in state to establish goodwill, company need not qualify to do business as foreign corporation pursuant to NRS ch. 80. AGO 367 (12-13-1966)

Provisions of chapter do not supersede provisions of insurance code applicable to banks that are licensed to sell annuities. Provisions of NRS 683A.140, which provide that only natural persons who are resident agents may be authorized to act for resident agents or brokers and that only nonresident natural persons may be authorized to act for nonresident agents or brokers, apply to banks that are licensed to sell annuities and such provisions are not superseded by provisions of NRS ch. 80 regarding authority of foreign corporations to do business in Nevada. AGO 94-02 (3-3-1994)

NRS 80.005   Corporate documents: Microfilming and return.   The secretary of state may microfilm any document which is filed in his office by a foreign corporation pursuant to this chapter and may return the original document to the corporation.
  (Added to NRS by 1977, 572)

NRS 80.007   Incorrect or defective document: Certificate of correction; effective date of correction.

1.   A foreign corporation may correct a document filed by the secretary of state if the document contains an incorrect statement or was defectively executed, attested, sealed, verified or acknowledged.
2.   To correct a document, the corporation shall:

(a) Prepare a certificate of correction which:

(1) States the name of the corporation;
(2) Describes the document, including, without limitation, its filing date;
(3) Specifies the incorrect statement and the reason it is incorrect or the manner in which the execution or other formal authentication was defective;
(4) Corrects the incorrect statement or defective execution; and
(5) Is signed by an officer of the corporation; and

(b) Deliver the certificate to the secretary of state for filing.

3.   A certificate of correction is effective on the effective date of the document it corrects except as to persons relying on the uncorrected document and adversely affected by the correction. As to those persons, the certificate is effective when filed.
  (Added to NRS by 1997, 708)

NRS 80.010   Requirements to do business in Nevada; filings; limitations on name; certification of authority to engage in certain businesses.

1.   Before commencing or doing any business in this state, every corporation organized pursuant to the laws of another state, territory, the District of Columbia, a dependency of the United States or a foreign country, that enters this state to do business must:

(a) File in the office of the secretary of state of this state:

(1) A certificate of corporate existence issued not more than 90 days before the date of filing by an authorized officer of the jurisdiction of its incorporation setting forth the filing of documents and instruments related to the articles of incorporation, or the governmental acts or other instrument or authority by which the corporation was created. If the certificate is in a language other than English, a translation, together with the oath of the translator and his attestation of its accuracy, must be attached to the certificate.
(2) A certificate of acceptance of appointment executed by its resident agent, who must be a resident or located in this state. The certificate must set forth the name of the resident agent, his street address for the service of process, and his mailing address if different from his street address. The street address of the resident agent is the registered office of the corporation in this state.
(3) A statement executed by an officer of the corporation, acknowledged before a person authorized by the laws of the place where the acknowledgment is taken to take acknowledgments of deeds, setting forth:

(I) A general description of the purposes of the corporation; and
(II) The authorized stock of the corporation and the number and par value of shares having par value and the number of shares having no par value.

(b) Lodge in the office of the secretary of state a copy of the document most recently filed by the corporation in the jurisdiction of its incorporation setting forth the authorized stock of the corporation, the number of par value shares and their par value, and the number of no-par-value shares.

2.   The secretary of state shall not file the documents required by subsection 1 for any foreign corporation whose name is the same as, or deceptively similar to the name of a corporation, limited partnership or limited-liability company existing pursuant to the laws of this state or a foreign corporation, foreign limited partnership or foreign limited-liability company authorized to transact business in this state or a name to which the exclusive right is at the time reserved in the manner provided in the laws of this state, unless the written acknowledged consent of the holder of the registered or reserved name to use the same name or the requested similar name accompanies the articles of incorporation.
3.   The secretary of state shall not accept for filing the documents required by subsection 1 or NRS 80.110 for any foreign corporation if the name of the corporation contains the words "engineer," "engineered," "engineering," "professional engineer" or "licensed engineer" unless the state board of professional engineers and land surveyors certifies that:

(a) The principals of the corporation are licensed to practice engineering pursuant to the laws of this state; or
(b) The corporation is exempt from the prohibitions of NRS 625.520.

4.   The secretary of state shall not accept for filing the documents required by subsection 1 or NRS 80.110 for any foreign corporation if it appears from the documents that the business to be carried on by the corporation is subject to supervision by the commissioner of financial institutions, unless the commissioner certifies that:

(a) The corporation has obtained the authority required to do business in this state; or
(b) The corporation is not subject to or is exempt from the requirements for obtaining such authority.

  [Part 1:89:1907; A 1949, 503; 1951, 203; 1955, 404](NRS A 1957, 74; 1959, 839; 1965, 600; 1977, 404; 1979, 398; 1981, 385; 1985, 1874; 1987, 1059; 1989, 950, 980, 1972; 1991, 99, 1243, 2248; 1993, 129, 980; 1995, 1117, 2102; 1997, 1059)

NEVADA CASES.
UNQUALIFIED CORPORATIONS

Error to dismiss complaint in which failure to qualify not apparent. Where plaintiff, foreign corporation, appealed from order dismissing complaint on ground that plaintiff was not qualified to transact business in Nevada because of failure to comply with provisions of sec. 1, ch. 89, Stats. 1907 (cf. NRS 80.010, 80.030, 80.040, 80.050 and 80.210), appellate court reversed order because it could not be said from examination of complaint that plaintiff failed to comply with statute, and question of constitutionality of statute was not before court. Symons-Kraussman Co. v. Reno Wholesale Liquor Co., 32 Nev. 241, 107 Pac. 96 (1910)

Court not warranted in taking judicial notice of unsworn motion to dismiss complaint for failure to qualify. Where plaintiff alleged that it was foreign corporation, and it could not be said from examination of complaint that plaintiff did not qualify to transact business in Nevada under provisions of sec. 1, ch. 89, Stats. 1907 (cf. NRS 80.010, 80.030, 80.040, 80.050 and 80.210), trial court was not warranted in taking such judicial notice of unsworn motion of defendant to dismiss complaint as to deprive plaintiff of its constitutional right to be heard on merits of motion as to whether it was legally doing business in Nevada and entitled to sue in courts of Nevada. Symons-Kraussman Co. v. Reno Wholesale Liquor Co., 32 Nev. 241, 107 Pac. 96 (1910)

Constitutional right to be heard concerning whether legally doing business and entitled to sue. Where complaint alleged that plaintiff was corporation organized under laws of another state, trial court erred in granting motion of defendant to dismiss complaint, because plaintiff had right to have its day in court and be heard on question of whether it complied with provisions of sec. 1, ch. 89, Stats. 1907 (cf. NRS 80.010, 80.030, 80.040, 80.050 and 80.210), so as to be entitled to transact business in Nevada and sue in courts of Nevada. Symons-Kraussman Co. v. Reno Wholesale Liquor Co., 32 Nev. 241, 107 Pac. 96 (1910)

May not sue unqualified corporation for equitable relief, strike answer and enter default judgment. Where plaintiff sued defendant, foreign corporation, to quiet title to mining claims, and defendant, at time action was commenced, had not filed its articles of incorporation as required by RL 1348 (cf. NRS 80.010), although RL 1350 (cf. NRS 80.210) provided that no foreign corporation could defend action unless it complied with RL 1348, plaintiff could not be permitted to sue defendant, bring it into court, under process command it to answer, and then have answer stricken and default judgment entered, especially where plaintiff was invoking equitable powers of court to quiet alleged title to property. Scott v. Day-Bristol Consol. Mining Co., 37 Nev. 299, 142 Pac. 625 (1914)

Right of unqualified corporation to defend action contesting its title to property. Where plaintiff sued defendant, foreign corporation, to quiet title to mining claims, and defendant, at time action was commenced, had not filed its articles of incorporation as required by RL 1348 (cf. NRS 80.010), although RL 1350 (cf. NRS 80.210) provided that no foreign corporation could defend action unless it complied with RL 1348, legislature is without power to take from owner or claimant of property the right to defend action where it is sought to obtain decree adjudging defendant to be without title or right in property claimed by it as owner. Scott v. Day-Bristol Consol. Mining Co., 37 Nev. 299, 142 Pac. 625 (1914)

Suing unqualified corporation waives question of right to defend. Where plaintiff sued defendant, foreign corporation, to quiet title to mining claims, and defendant, at time action was commenced, had not filed its articles of incorporation as required by RL 1348 (cf. NRS 80.010), although RL 1350 (cf. NRS 80.210) provided that no foreign corporation could defend action unless it complied with RL 1348, plaintiff, having sued defendant and prayed for judgment against it as corporation, waived any question of right of defendant to defend, and such waiver continued as long as plaintiff sought judgment directly against defendant in its corporate capacity. Scott v. Day-Bristol Consol. Mining Co., 37 Nev. 299, 142 Pac. 625 (1914), cited, Walker Bank & Trust Co. v. Smith, 88 Nev. 502, at 507, 501 P.2d 639 (1972)

Constitutionality of statute not considered where suit against unqualified corporation waived question of right to defend. Where trial court struck demurrer pursuant to RL 1350 (cf. NRS 80.210), which provides that no foreign corporation may defend any action until it complies with RL 1348 (cf. NRS 80.010) by filing certified copy of its articles of incorporation, appellate court refused to consider question of whether RL 1350 was unconstitutional as denial to citizen of another state of due process and equal protection of law, because demurrer should not have been stricken. When plaintiff sued defendant in its corporate capacity, he waived right to question its capacity to defend. Scott v. Day-Bristol Consol. Mining Co., 37 Nev. 299, 142 Pac. 625 (1914)

Residency in county. Defendant foreign corporation which had not qualified to do business in this state, and thus had not established residency in any particular county for venue purposes (see NRS 80.010), could not rely on provisions of NRS 13.010 to establish proper venue. Rather, venue was governed by NRS 13.040, which provided that if defendant is nonresident, venue is proper in any county designated in plaintiff's complaint. Marshall Earth Resources, Inc. v. Parks, 99 Nev. 251, 661 P.2d 875 (1983)

MISCELLANEOUS

Document filed in attempt to comply admissible in evidence. Where foreign corporation filed document in attempt to comply with ch. 67, Stats. 1869 (cf. NRS 80.010), relating to foreign corporations doing business in state, corporation and those claiming under it were precluded from objecting to admission in evidence of document as at least prima facie evidence of its contents upon ground that it did not meet requirements of statute. Evans v. Lee, 11 Nev. 194 (1876)

Qualification not required to conduct single piece of business. Conduct of single piece of business is not doing business within meaning of sec. 1, ch. 89, Stats. 1907 (cf. NRS 80.010), requiring foreign corporation to qualify before doing business in Nevada. Ex rel. Pacific States Sec. Co. v. District Court, 48 Nev. 53, 226 Pac. 1106 (1924), cited, Paterson v. Condos, 55 Nev. 134, at 146, 28 P.2d 499 (1934), In re Las Vegas Hilton Hotel Fire Litigation, 101 Nev. 489, at 492, 706 P.2d 137 (1985), see also Sierra Glass & Mirror v. Viking Indus., 107 Nev. 119, 808 P.2d 512 (1991), AGO 92-3 (3-12-1992)

Petition by unqualified corporation engaging in one transaction not precluded. Secs. 1 and 3, ch. 89, Stats. 1907 (cf. NRS 80.010 and 80.210), which require foreign corporation entering Nevada to do business to file its articles of incorporation with secretary of state and prohibit such corporation from maintaining any proceeding upon failure to do so, are aimed at corporations entering for purpose of doing business in Nevada and not at foreign corporations not doing business in sense intended. Where there was no showing that foreign corporation engaged in more business than one transaction in Nevada, it was not precluded by such statute from petitioning for writ of certiorari. Ex rel. Pacific States Sec. Co. v. District Court, 48 Nev. 53, 226 Pac. 1106 (1924), cited, Paterson v. Condos, 55 Nev. 134, at 146, 28 P.2d 499 (1934), In re Las Vegas Hilton Hotel Fire Litigation, 101 Nev. 489, at 492, 706 P.2d 137 (1985)

Mere solicitation of agreement not doing business; no bar from court. Where only activity in Nevada of foreign corporation not qualified to do business in state pursuant to provisions of NRS ch. 80 was solicitation of agreement to carry passengers between points in California, action to collect payment due under agreement was not barred by provision of NRS 80.210 denying access to courts, because mere solicitation of agreement was not doing business in state within contemplation of NRS 80.010 et seq., and therefore corporation was not required to qualify. Peccole v. Fresno Air Serv., Inc., 86 Nev. 377, 469 P.2d 397 (1970), cited, League to Save Lake Tahoe v. Tahoe R.P.A., 93 Nev. 270, at 273, 563 P.2d 582 (1977), Sierra Glass & Mirror v. Viking Indus., 107 Nev. 119, at 124, 808 P.2d 512 (1991)

Merely attending convention not doing business; no bar from court. Where representatives of foreign corporations not qualified to do business in this state pursuant to NRS 80.010 were attending convention at hotel in which fire broke out, action brought by corporations to collect damages relating thereto was not barred by provision of NRS 80.210 denying access to state courts, because, as representatives were merely attending convention, corporations were not "doing business" in this state for purposes of NRS 80.010 and were not, therefore, required to qualify as prerequisite to bringing action. In re Las Vegas Hilton Hotel Fire Litigation, 101 Nev. 489, 706 P.2d 137 (1985), cited, Sierra Glass & Mirror v. Viking Indus., 107 Nev. 119, at 124, 808 P.2d 512 (1991)

Foreign corporation which was conducting large volume of interstate transactions in Nevada could maintain action against Nevada corporation without filing qualifying documents with secretary of state. Where Oregon corporation conducted large volume of interstate transactions in Nevada, but did not maintain office in Nevada and had only one agent soliciting contracts in Nevada, it had not localized its business in this state and, therefore, was not subject to provisions of NRS 80.010 and could bring action against Nevada corporation without filing qualifying documents with secretary of state. (See NRS 80.210.) Sierra Glass & Mirror v. Viking Indus., 107 Nev. 119, 808 P.2d 512 (1991)

ATTORNEY GENERAL'S OPINIONS.
GENERAL

Recording articles not required for qualification. Although foreign corporation must file articles of incorporation with county clerk, there is no requirement that these be recorded before corporation qualifies to do business in state. AGO (11-7-1907)

Filing articles mandatory. Statutory provisions requiring foreign corporations to file articles of incorporation are mandatory and must be strictly complied with. AGO (8-2-1912)

Not all provisions in articles of domestic corporations required of foreign corporations. Articles of incorporation of foreign corporations do not need all provisions required for articles of domestic corporations unless specifically called for. AGO 62 (5-25-1923)

Rules inapplicable to foreign insurance companies. General rules governing admission of foreign corporations are inapplicable to foreign insurance companies. AGO 288 (12-15-1927)

Principal office and resident agent for foreign corporation. Foreign corporation not required to maintain principal office in state but must appoint resident agent. AGO 317 (9-17-1928)

Intent of statute. Intent of NCL 1603 (cf. NRS 78.035 and 80.010) is to prevent confusion, fraud and infringement. AGO 50 (4-26-1951)

Exemptions from qualification strictly construed. Legislature provided exception to NRS 80.010 by former NRS 80.240 (cf. NRS 80.015), which allowed foreign corporations to engage in certain enumerated activities without fully qualifying to do business in state in order to encourage foreign capital to enter state, but former NRS 80.240, being exception to general rule, had to be strictly construed. AGO 123 (3-30-1964), cited, AGO 92-3 (3-12-1992), see also AGO 94-23 (11-28-1994)

DOING BUSINESS IN STATE

Operating through agent is doing business. Although foreign corporation is operating through agent, not under its corporate name, it is still "doing business" in state. AGO (9-28-1912)

Purchase and lease of property not doing business. Foreign corporation which purchases mining property in Nevada and leases it is not "doing business" in state. AGO 20 (3-22-1917)

Soliciting business and making deliveries not doing business. Foreign corporation soliciting business in Nevada, making deliveries pursuant thereto is not "doing business" within state. AGO 148 (6-15-1920)

Procuring insurance on property is doing business. Where insurance is procured in one state, on property located therein, by broker or agent of foreign insurance company, this constitutes transacting of insurance business in that state. AGO 199 (10-1-1925)

Collecting premiums is doing business. Where premiums are merely collected in one state for insurance company domiciled in another state, this also constitutes doing business in former state. AGO 199 (10-1-1925)

Delivery of insurance certificate is doing business. If insurance certificate is delivered to applicant in state where he resides, contract is made in that state and, accordingly, this constitutes doing business therein. AGO 199 (10-1-1925)

Soliciting offers through resident salesman not doing business. Foreign corporation soliciting offers for purchase of oil royalties through resident salesman who deducts commission for each purchase is not doing business within state. AGO B-46 (3-11-1941)

Selling merchandise through resident agent not doing business under circumstances. Foreign corporation selling merchandise through resident agent in state, upon orders taken by agent based on samples carried by him, but such orders being subject to acceptance out of state and merchandise being shipped from out of state, is not doing business within state. AGO B-46 (3-11-1941)

Management of property under trust is doing business. Continuous holding and management of real property under trust agreement for indefinite period constitutes doing business in Nevada under NCL 1841 (cf. NRS 80.010). AGO 565 (1-23-1948)

Mail order insurance company not doing business under circumstances. Under ch. 189, Stats. 1941 (cf. NRS 686.200), mail order insurance company is not "doing business" in Nevada where: It does not maintain office, agent or agents; does not insure property risks; does not have representatives in capacity of adjusters, inspectors or claim agents or officials actually conducting duties within Nevada; does secure members by advertising and solicitations of other members; and does receive applications, issue certificates, mail notices and pay claims from home office or state of domicile. AGO 159 (4-2-1952)

Foreign corporation leasing warehouse for storage and shipping is doing business under circumstances. Foreign corporation leasing warehouse in Nevada, shipping goods to warehouse for storage, and shipping 85 percent of goods out of state in original packages, is doing business in state, since continued employment of capital, maintenance of property, and entrance into contracts all necessitate service by state to protect property, possible service of process, and possible legal prosecution. AGO 205 (9-29-1952)

Isolated use of warehouse for intermediate storage not doing business unless use for distribution. Where foreign corporation at isolated times uses warehouse in state as intermediate storage point between points of shipment and destination outside state, and Nevada not being used as distribution point, such corporation is not doing business in state unless transactions are of continuing nature. But if Nevada is distribution point, corporation is doing business in state if transaction carried out more than once. AGO 218 (11-7-1952)

Foreign bank doing business when activities continuous. Foreign bank is transacting banking business in state when it purchases mortgages, makes loans in continuous manner, and not as mere casual transaction. AGO 343 (8-2-1954)

Foreign corporation doing business when ordinary business continuous. Foreign corporation transacting substantial part of its ordinary business in continuous manner, and not as casual transaction, is doing business in Nevada. AGO 343 (8-2-1954)

Foreign corporation storing merchandise under free port law not doing business under circumstances. Where foreign corporation stores its merchandise in Nevada under provisions of free port law, NRS 361.160 et seq., and Nevada warehouseman under separate contract breaks bulk of separate shipments received for storage and renders further service which consists of filling orders, transmitted by foreign corporation, wrapping, containerizing, marking and arranging for out-of-state delivery by common carrier, such activity does not result in doing business in state of Nevada and foreign corporation is not required to qualify to do business in Nevada pursuant to NRS 80.010 et seq. AGO 155 (7-27-1964)

Bank incorporated in foreign country not required to qualify to do business if only activity is loans to single borrower. Bank incorporated under laws of foreign country need not qualify to do business in this state pursuant to NRS 80.010 if its only activity in this state is to make loans to single borrower under single agreement, because this constitutes single act and not continuing part of bank's regular business. AGO 87-3 (1-20-1987)

Firm operating branch office in Nevada and transacting substantial part of its ordinary business on continuous basis in Nevada must file certificate. Whether out-of-state broker-dealer must qualify to do business in Nevada depends upon level of activity it conducts in Nevada and whether business is conducted on continuous basis. Factors to consider may include whether branch office located in Nevada, number of sales representatives in Nevada and level of their activity. Where firm operates branch office in Nevada and transacts substantial part of its ordinary business on continuous basis in Nevada, it must file certificate required pursuant to NRS 80.010. AGO 88-7 (6-5-1988)

CORPORATE NAME

Conflicts in names determined by records of secretary of state. Secretary of state should stand on records in his office in determining whether name of proposed corporation conflicts with name of existing corporation. AGO 134 (5-19-1920)

Certain similarity in names permissible. Similarity of corporate names "Peoples Furniture Exchange, Inc." and "Peoples Furniture Company, Inc." is not sufficient to warrant secretary of state to refuse to file articles. AGO A-52 (2-15-1940)

Secondary meaning required for right to exclusive use of geographical words. Corporation cannot acquire right to exclusive use of geographical words in corporate name unless such words have acquired in mind of public secondary meaning as denoting goods or business of that particular corporation. Thus "Nevaco Lumber Co." is valid name even though "Nevada Lumber Co." already exists. AGO 50 (4-26-1951)

Determination of similarity of names based on standard of reasonable person. In determining whether two corporate names are so similar as to be misleading, it is not sufficient that some person may possibly be misled, but similarity must be such that any reasonable person would be likely to mistake one for the other. Thus names "Nevaco Lumber Co." and "Nevada Lumber Co." may exist together. AGO 50 (4-26-1951)

Corporation must have distinguishable name; test; reason for rule. Corporation must be given name distinguishable from any other corporation. Test to be employed is whether there is sufficient similarity of names as to mislead or produce confusion. Primary reason for the rule is to protect the public and prevent deception as well as to prevent unfair trade practices between corporations. AGO 29 (3-29-1955)

Purposes for prohibiting similar names. Purposes of statute prohibiting deceptively similar names of corporations are: (1) protection of vested rights to corporate names; (2) protection of public from deception, confusion; (3) prevention of unnecessary litigation. AGO 42 (4-14-1955)

Secretary of state may determine similarity in names; cannot consider unity of ownership or management unless in articles. Secretary of state has discretion to determine whether or not deceptive similarity exists in name of existing corporation and name of proposed corporation, and his decision is final and reviewable only by courts. However, in making such determination he cannot consider information as to unity of ownership of present and proposed corporation, or unity of proposed management, unless such information appears in articles. AGO 42 (4-14-1955)

Similarity does not require intent. Term "deceptively similar" refers to deception of general public, is not requirement that there be actual intent to deceive. AGO 42 (4-14-1955)

SECRETARY OF STATE

Ministerial duty of filing. Secretary of state's duty in connection with filing corporate papers is ministerial. AGO 193 (9-4-1925)

Must file articles that comply with law. Duties of secretary of state with respect to filing articles of incorporation are ministerial; if articles comply with statute, he has no discretion and may be compelled by mandamus to file them. AGO 33 (5-28-1931)

Clear invalidity required to refuse articles; corporation with similar name may seek injunction. Secretary of state not authorized to refuse to file articles of incorporation unless clearly invalid. Thus, where there is problem as to similarity of names secretary of state has duty to file articles; injured corporation's remedy is injunction. AGO A-52 (2-15-1940)

May not determine merits of application; may determine rights of corporation. Although secretary of state has no discretion to determine merits of application for incorporation, he may consider statutes dealing with corporations and in applying these may determine rights of corporation as shown on face of its articles. AGO 677 (9-22-1948)

Powers limited to specific grants. Secretary of state is ministerial officer concerning corporations; can exercise only such powers as specifically granted by statute. AGO 776 (7-14-1949)

Secretary of state has no independent authority governing penalties and procedures in chapter for failure to file certificate. Securities division of office of secretary of state has no independent authority to take action against out-of-state broker-dealer already licensed by securities division who has not filed certificate pursuant to NRS 80.010. Penalties and procedures for failure to comply are clearly set forth in NRS 80.210 which govern any violation of NRS 80.010. AGO 88-7 (6-5-1988)

MISCELLANEOUS

Place of contract where last act necessary to give legal effect. In legal contemplation, contract of insurance is made in state where last act necessary to create contract and give it legal effect as such is done. AGO 199 (10-1-1925)

Automobile manufacturer who includes insurance policy in sales price must comply with insurance law. Automobile manufacturer, selling through dealer in this state, who includes insurance policy, premium for which is included in sales price, is engaged in insurance business in this state and must comply with state laws regulating insurance companies. AGO 199 (10-1-1925); AGO 162 (4-19-1956)

Foreign nonprofit electric cooperative must qualify. Foreign nonprofit electric cooperative must comply with statute defining qualifications of foreign corporations doing business in Nevada. AGO 436 (3-26-1947)

No direct referral to fraternal organizations. Statute requiring foreign corporations to file articles of incorporation does not directly refer to fraternal organizations. AGO 677 (9-22-1948)

Foreign trust company dealing in mortgages must qualify under banking law. Foreign trust company, in order to buy, sell mortgages on real estate in Nevada, must qualify under banking laws rather than general corporation laws. AGO 709 (12-17-1948)

Underwriting activities not expressly exempted from qualification. Foreign corporation engaged in underwriting and selling improvement bonds of Nevada cities, counties and improvement districts is not exempt from fully qualifying to do business in Nevada under NRS 80.010 by former NRS 80.240 (cf. NRS 80.015), because latter statute must be strictly construed and underwriting activities are not expressly exempted. AGO 123 (3-30-1964)

Foreign corporations dealing in general obligation bonds of political subdivisions of state must qualify. General obligation bonds issued by Nevada cities, counties and improvement districts did not constitute "loans, notes or other evidences of indebtedness secured by mortgages, or deeds of trust on real property" within meaning of former NRS 80.240 (cf. NRS 80.015), which exempted foreign corporations dealing in such loans from fully qualifying to do business in Nevada under NRS 80.010. AGO 123 (3-30-1964)

Nonresident, licensed, corporate insurance brokers must qualify. Nonresident, corporate insurance brokers licensed to negotiate insurance contracts in state through licensed agents or nonresident agents of companies authorized to transact business in state, pursuant to former NRS 684.340 (cf. NRS 683A.330), must qualify with secretary of state, pursuant to NRS 80.010, and acceptance by commissioner of insurance of consents from such brokers as whole or selectively for service of process in lieu of such qualification is not authorized, because any exception would detract from totality of insurance regulatory system. AGO 506 (5-7-1968)

No exception from insurance regulatory system for nonresident, licensed, corporate insurance brokers. While certain exceptions have been made to totality of insurance regulatory system as, for example, designation of commissioner of insurance for service of process on insurers under former NRS 683.050 (cf. NRS 680A.250), and provision for nonresident insurers to be excused from qualification with secretary of state, so long as business is limited, as provided in former NRS 80.240 (cf. NRS 80.015), to conduct solicitation or negotiation of insurance contracts within state, nonresident, corporate insurance brokers pose potential threat to effectiveness of insurance regulatory system and, consequently, are required to qualify with secretary of state under NRS 80.010, because interest of state, together with minimum contacts with state, removes due process issue otherwise available. AGO 506 (5-7-1968)

Foreign corporations may apply for segregation of land under Carey Act without qualifying. Foreign corporations may legally apply for segregation of Carey Act lands under provisions of NRS 324.120 without qualifying to do business in this state pursuant to NRS 80.010, if filing of application is only corporate act performed, but qualification to transact business in this state is required before any review of application or completion of any other corporate act. AGO 79-30 (12-28-1979)

National bank not required to qualify to do business in state. National bank need not qualify to do business in this state because NRS 80.010 by its terms requires qualification only of corporation organized under laws of another state or equivalent jurisdiction of United States, or of foreign country, not of corporation organized under laws of United States. AGO 87-3 (1-20-1987)

Securities division may refuse to license out-of-state broker-dealer who has failed, when required, to qualify to do business. Administrator of securities division of office of secretary of state may request out-of-state broker-dealer firm to become qualified to do business in Nevada before issuing broker-dealer license. If firm is not registered with Securities and Exchange Commission or national association of securities, information is appropriate to facilitate administering state securities law by ensuring firm complies with applicable state law (see subsection 1 of NRS 90.350). If firm is registered with Securities and Exchange Commission or national association of securities, administrator, by order, may require additional information, including certificate required pursuant to NRS 80.010, for purpose of ensuring compliance with applicable state law and ethical business practices (see subsection 2 of NRS 90.350). Securities division of office of secretary of state may refuse to license out-of-state broker-dealer who has failed, when required, to qualify to do business with secretary of state pursuant to NRS 80.010. AGO 88-7 (6-5-1988)

NRS 80.012   Reservation of corporate name; 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 under NRS 78.039 or 80.010, for the use of any foreign corporation. During the period, a name so reserved is not available for use by any corporation, limited partnership or limited-liability company without the written acknowledged consent of the person at whose request the reservation was made.
2.   The use by any corporation, limited partnership or limited-liability company of a name in violation of NRS 80.010 or subsection 1 of this section may be enjoined.
  (Added to NRS by 1991, 1242; A 1993, 982)

NRS 80.015   Activities that do not constitute doing business in Nevada; persons not doing business in Nevada exempted from certain provisions.

1.   For the purposes of this chapter, the following activities do not constitute doing business in this state:

(a) Maintaining, defending or settling any proceeding;
(b) Holding meetings of the board of directors or stockholders or carrying on other activities concerning internal corporate affairs;
(c) Maintaining bank accounts;
(d) Maintaining offices or agencies for the transfer, exchange and registration of the corporation's own securities or maintaining trustees or depositaries with respect to those securities;
(e) Making sales through independent contractors;
(f) Soliciting or receiving orders outside of this state through or in response to letters, circulars, catalogs or other forms of advertising, accepting those orders outside of this state and filling them by shipping goods into this state;
(g) Creating or acquiring indebtedness, mortgages and security interests in real or personal property;
(h) Securing or collecting debts or enforcing mortgages and security interests in property securing the debts;
(i) Owning, without more, real or personal property;
(j) Isolated transactions completed within 30 days and not a part of a series of similar transactions;
(k) The production of motion pictures as defined in NRS 231.020;
(l) Transacting business as an out-of-state depository institution pursuant to the provisions of Title 55 of NRS; and
(m) Transacting business in interstate commerce.

2.   The list of activities in subsection 1 is not exhaustive.
3.   A person who is not doing business in this state within the meaning of this section need not qualify or comply with any provision of NRS 80.010 to 80.270, inclusive, chapter 645A or 645B of NRS or Title 55 or 56 of NRS unless he:

(a) Maintains an office in this state for the transaction of business; or
(b) Solicits or accepts deposits in the state, except pursuant to the provisions of chapter 666 or 666A of NRS.

  (Added to NRS by 1989, 980; A 1991, 1244; 1993, 982; 1995, 1561; 1997, 708)

ATTORNEY GENERAL'S OPINIONS.

Foreign bank not organized under U.S. laws cannot qualify to do banking business in Nevada or finance housing project. Foreign banking institution not organized under laws of U.S. cannot qualify to do banking business in Nevada and, therefore, foreign state bank may not finance housing project within state. But see ch. 228, Stats. 1955 (cf. NRS 80.015 and 659.115). AGO 191 (8-6-1952)

Authority to do limited business not qualification to act as executor, administrator or guardian. Foreign banking corporations authorized to do limited business under ch. 228, Stats. 1955 (cf. NRS 80.015), do not qualify under ch. 63, Stats. 1943 (cf. NRS 662.235 and 662.245), to act as executors, administrators or guardians. AGO 50 (4-26-1955)

Service of process on corporation within statute must relate to such business. Foreign corporation transacting business in Nevada under and within limited scope of former NRS 80.240 (cf. NRS 80.015) cannot be validly served with process in Nevada in actions which do not relate to such Nevada business. AGO 246 (9-1-1961)

Exemptions from qualification strictly construed. Legislature provided exception to NRS 80.010 by former NRS 80.240 (cf. NRS 80.015), which allowed foreign corporations to engage in certain enumerated activities without fully qualifying to do business in state in order to encourage foreign capital to enter state, but former NRS 80.240, being exception to general rule, had to be strictly construed. AGO 123 (3-30-1964), cited, AGO 92-3 (3-12-1992), see also AGO 94-23 (11-28-1994)

Underwriting activities not expressly exempted from qualification. Foreign corporation engaged in underwriting and selling improvement bonds of Nevada cities, counties and improvement districts is not exempt from fully qualifying to do business in Nevada under NRS 80.010 by former NRS 80.240 (cf. NRS 80.015), because latter statute must be strictly construed and underwriting activities are not expressly exempted. AGO 123 (3-30-1964)

Foreign corporations dealing in general obligation bonds of political subdivisions of state must qualify. General obligation bonds issued by Nevada cities, counties and improvement districts did not constitute "loans, notes or other evidences of indebtedness secured by mortgages, or deeds of trust on real property" within meaning of former NRS 80.240 (cf. NRS 80.015), which exempted foreign corporations dealing in such loans from fully qualifying to do business in Nevada under NRS 80.010. AGO 123 (3-30-1964)

Statute inapplicable to national banks authorized under federal law. Former NRS 80.240 (cf. NRS 80.015), which authorized foreign corporations not authorized to do business in Nevada to conduct certain activities upon filing of list of officers and registration with secretary of state, could not be applied to limit powers and functions of national banks domiciled in other states which were authorized under federal law to conduct general banking business in Nevada. AGO 126 (4-21-1964)

No exception to insurance regulatory system for nonresident, licensed, corporate insurance brokers. While certain exceptions have been made to totality of insurance regulatory system as, for example, designation of commissioner of insurance for service of process on insurers under former NRS 683.050 (cf. NRS 680A.250), and provision for nonresident insurers to be excused from qualification with secretary of state, so long as business is limited, as provided in former NRS 80.240 (cf. NRS 80.015), to conduct solicitation or negotiation of insurance contracts within state, nonresident, corporate insurance brokers pose potential threat to effectiveness of insurance regulatory system and, consequently, are required to qualify with secretary of state under NRS 80.010, because interest of state, together with minimum contacts with state, removes due process issue otherwise available. AGO 506 (5-7-1968)

Foreign corporation that solicits mortgage loans or advance fees for such loans is not exempt from licensing requirements of NRS ch. 645B. Person who, from location outside of this state, solicits residents of this state by use of local advertising, direct mail or telephone to send advance fees for mortgage loans or otherwise enter into transactions involving mortgage loans is holding himself out as mortgage company in this state and must be licensed pursuant to NRS ch. 645B before engaging in such activity. Foreign corporations engaging in continuous and active solicitation of such business in this state must also be licensed pursuant to NRS ch. 645B and are not exempt from such licensing requirements by provisions of NRS 80.015. AGO 92-3 (3-12-1992)

Foreign depository institution which solicits money from residents of Nevada as security for credit card account is not exempt from provisions requiring license to conduct banking business. Where foreign depository institution (see NRS 657.037) solicits money from residents of Nevada in connection with establishment of credit card account, institution is soliciting deposits in this state within meaning of NRS 80.015 and 80.016, and is not exempt from requirement to obtain license pursuant to NRS 659.115 to conduct banking business. Institution may not, in connection with its offer of credit card account to person in this state, solicit deposit to secure account without first obtaining such license. AGO 94-23 (11-28-1994)

NRS 80.016   Determination of whether solicitation is made or accepted in Nevada.   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)

ATTORNEY GENERAL'S OPINIONS.

Foreign depository institution which solicits money from residents of Nevada as security for credit card account is soliciting deposits in this state. Where foreign depository institution (see NRS 657.037) solicits money from residents of Nevada in connection with establishment of credit card account, institution is soliciting deposits in this state within meaning of NRS 80.015 and 80.016, and is not exempt from requirement to obtain license pursuant to NRS 659.115 to conduct banking business. Institution may not, in connection with its offer of credit card account to person in this state, solicit deposit to secure account without first obtaining such license. AGO 94-23 (11-28-1994)

NRS 80.025   Modification of corporate name to qualify to do business in this state: Requirements; procedure.

1.   If a foreign corporation cannot qualify to do business in this state because its name does not meet the requirements of subsection 2 or 3 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 documents required by subsection 1 of NRS 80.010, the corporation shall file a certified copy of the resolution adopting the modified name.
3.   If the secretary of state determines that the modified corporate name complies with the provisions of subsection 2 or 3 of NRS 80.010, he 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)

NRS 80.030   Filing of amendatory documents after qualification.

1.   Each foreign corporation admitted to do business in this state shall, within 30 days after the filing of any document 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 document 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 document was filed; and
(b) A statement of an officer of the corporation, acknowledged before a person authorized to take acknowledgments of deeds, of the change reflected by the filing of the document, 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 30 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 documents 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)

NEVADA CASES.

Error to dismiss complaint in which failure to qualify not apparent. Where plaintiff, foreign corporation, appealed from order dismissing complaint on ground that plaintiff was not qualified to transact business in Nevada because of failure to comply with provisions of sec. 1, ch. 89, Stats. 1907 (cf. NRS 80.010, 80.030, 80.040, 80.050 and 80.210), appellate court reversed order because it could not be said from examination of complaint that plaintiff failed to comply with statute, and question of constitutionality of statute was not before court. Symons-Kraussman Co. v. Reno Wholesale Liquor Co., 32 Nev. 241, 107 Pac. 96 (1910)

Court not warranted in taking judicial notice of unsworn motion to dismiss complaint for failure to qualify. Where plaintiff alleged that it was foreign corporation, and it could not be said from examination of complaint that plaintiff did not qualify to transact business in Nevada under provisions of sec. 1, ch. 89, Stats. 1907 (cf. NRS 80.010, 80.030, 80.040, 80.050 and 80.210), trial court was not warranted in taking such judicial notice of unsworn motion of defendant to dismiss complaint as to deprive plaintiff of its constitutional right to be heard on merits of motion as to whether it was legally doing business in Nevada and entitled to sue in courts of Nevada. Symons-Kraussman Co. v. Reno Wholesale Liquor Co. 32 Nev. 241, 107 Pac. 96 (1910)

Constitutional right to be heard concerning whether legally doing business and entitled to sue. Where complaint alleged that plaintiff was corporation organized under laws of another state, trial court erred in granting motion of defendant to dismiss complaint, because plaintiff had right to have its day in court and be heard on question of whether it complied with provisions of sec. 1, ch. 89, Stats. 1907 (cf. NRS 80.010, 80.030, 80.040, 80.050 and 80.210), so as to be entitled to transact business in Nevada and sue in courts of Nevada. Symons-Kraussman Co. v. Reno Wholesale Liquor Co., 32 Nev. 241, 107 Pac. 96 (1910)

Unconstitutional to require compliance by foreign corporation already admitted to state. Where foreign corporation engaged in interstate commerce was admitted to Nevada to conduct local business when state did not require foreign corporations to file amendments to articles of incorporation, and legislature thereafter enacted NCL 1841 (cf. NRS 80.030) requiring filing of such amendments, and NCL 7421.01 (cf. NRS 78.765) requiring payment of fee based upon total authorized capital stock, such provisions could not be conditions of entrance and were unconstitutional as applied to such corporation because they violated commerce clause and due process clause of federal constitution. State ex rel. Texas Co. v. Koontz, 69 Nev. 25, 240 P.2d 525 (1952)

Authority to prosecute action commenced by foreign corporation before charter revoked determined by law of Nevada. Where foreign corporation commenced action in Nevada while its corporate charter was in good standing but thereafter (1) its charter was revoked by state of Delaware, (2) it failed to file copy of certificate of corporate repeal with Nevada's secretary of state as required by NRS 80.030, and (3) it forfeited its authorization to do business in Nevada, right of corporation to litigate to final judgment was determined by law of Nevada, not law of Delaware. Under N.R.C.P. 17(b), capacity of corporation to sue or be sued is determined by law under which it is organized, "unless a statute of this state provides to the contrary." NRS 80.210 does provide to contrary by prohibiting maintenance of action in Nevada by foreign corporation which has failed to comply with requirements of NRS 80.030. Bader Enterprises, Inc. v. Olsen, 98 Nev. 381, 649 P.2d 1369 (1982)

Action commenced by foreign corporation before charter revoked dismissed for failure to file certificate of corporate repeal. Where foreign corporation commenced action in Nevada while its corporate charter was in good standing but thereafter (1) its charter was revoked by state of Delaware, (2) it failed to file copy of certificate of corporate repeal with Nevada's secretary of state as required by NRS 80.030, and (3) it forfeited its authorization to do business in Nevada, district court properly granted defendant's motion for dismissal of action. Failure to comply with NRS 80.030 invoked penalty provision of NRS 80.210 prohibiting corporation from maintaining action in Nevada. Bader Enterprises, Inc. v. Olsen, 98 Nev. 381, 649 P.2d 1369 (1982), cited, Nevada Nat'l Bank v. Snyder, 108 Nev. 151, at 154, 826 P.2d 560 (1992)

Certificate of corporate repeal required from foreign corporation when charter revoked. Foreign corporation whose charter was revoked by state of Delaware had obligation under NRS 80.030 to file copy of certificate of corporate repeal with Nevada secretary of state. Such filing serves to promote public policy of state to alert and protect its citizens in their transactions with defunct foreign corporations and provides secretary of state needed awareness of status of such corporations involved in business transactions or lawsuits within state. Bader Enterprises, Inc. v. Olsen, 98 Nev. 381, 649 P.2d 1369 (1982)

Failure of foreign corporation to comply with statutory requirements concerning filing of amendatory documents bars it from maintaining action in courts of this state. Where foreign corporation authorized to do business in this state filed articles of amendment in State of Washington to change its name and successor corporation was subsequently administratively dissolved in State of Washington, failure of successor corporation to inform secretary of state of its name change or corporate dissolution as required by NRS 80.030 precluded it from maintaining action in courts of this state (see NRS 80.210). Nevada Nat'l Bank v. Snyder, 108 Nev. 151, 826 P.2d 560 (1992)

ATTORNEY GENERAL'S OPINIONS.

Fee required for merger of foreign corporations despite prior qualification by survivor. Merger of constituent foreign corporations requires payment of fee for same despite fact that surviving constituent had qualified to do local business in Nevada prior to enactment of fee statute. AGO 405 (8-21-1958)

NRS 80.040   Qualification: English translations to accompany documents in foreign language.   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)

NEVADA CASES.

Error to dismiss complaint in which failure to qualify not apparent. Where plaintiff, foreign corporation, appealed from order dismissing complaint on ground that plaintiff was not qualified to transact business in Nevada because of failure to comply with provisions of sec. 1, ch. 89, Stats. 1907 (cf. NRS 80.010, 80.030, 80.040, 80.050 and 80.210), appellate court reversed order because it could not be said from examination of complaint that plaintiff failed to comply with statute, and question of constitutionality of statute was not before court. Symons-Kraussman Co. v. Reno Wholesale Liquor Co., 32 Nev. 241, 107 Pac. 96 (1910)

Court not warranted in taking judicial notice of unsworn motion to dismiss complaint for failure to qualify. Where plaintiff alleged that it was foreign corporation, and it could not be said from examination of complaint that plaintiff did not qualify to transact business in Nevada under provisions of sec. 1, ch. 89, Stats. 1907 (cf. NRS 80.010, 80.030, 80.040, 80.050 and 80.210), trial court was not warranted in taking such judicial notice of unsworn motion of defendant to dismiss complaint as to deprive plaintiff of its constitutional right to be heard on merits of motion as to whether it was legally doing business in Nevada and entitled to sue in courts of Nevada. Symons-Kraussman Co. v. Reno Wholesale Liquor Co., 32 Nev. 241, 107 Pac. 96 (1910)

Constitutional right to be heard concerning whether legally doing business and entitled to sue. Where complaint alleged that plaintiff was corporation organized under laws of another state, trial court erred in granting motion of defendant to dismiss complaint, because plaintiff had right to have its day in court and be heard on question of whether it complied with provisions of sec. 1, ch. 89, Stats. 1907 (cf. NRS 80.010, 80.030, 80.040, 80.050 and 80.210), so as to be entitled to transact business in Nevada and sue in courts of Nevada. Symons-Kraussman Co. v. Reno Wholesale Liquor Co., 32 Nev. 241, 107 Pac. 96 (1910)

NRS 80.050   Fees payable by foreign corporations.

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 $25,000 for filing documents for initial qualification; or
(b) The sum of $25,000 for each subsequent filing of a certificate increasing authorized capital stock.

2.   If the corporate documents 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 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 $30.
  [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)

NEVADA CASES.

Error to dismiss complaint in which failure to qualify not apparent. Where plaintiff, foreign corporation, appealed from order dismissing complaint on ground that plaintiff was not qualified to transact business in Nevada because of failure to comply with provisions of sec. 1, ch. 89, Stats. 1907 (cf. NRS 80.010, 80.030, 80.040, 80.050 and 80.210), appellate court reversed order because it could not be said from examination of complaint that plaintiff failed to comply with statute, and question of constitutionality of statute was not before court. Symons-Kraussman Co. v. Reno Wholesale Liquor Co., 32 Nev. 241, 107 Pac. 96 (1910)

Court not warranted in taking judicial notice of unsworn motion to dismiss complaint for failure to qualify. Where plaintiff alleged that it was foreign corporation, and it could not be said from examination of complaint that plaintiff did not qualify to transact business in Nevada under provisions of sec. 1, ch. 89, Stats. 1907 (cf. NRS 80.010, 80.030, 80.040, 80.050 and 80.210), trial court was not warranted in taking such judicial notice of unsworn motion of defendant to dismiss complaint as to deprive plaintiff of its constitutional right to be heard on merits of motion as to whether it was legally doing business in Nevada and entitled to sue in courts of Nevada. Symons-Kraussman Co. v. Reno Wholesale Liquor Co., 32 Nev. 241, 107 Pac. 96 (1910)

Constitutional right to be heard concerning whether legally doing business and entitled to sue. Where complaint alleged that plaintiff was corporation organized under laws of another state, trial court erred in granting motion of defendant to dismiss complaint, because plaintiff had right to have its day in court and be heard on question of whether it complied with provisions of sec. 1, ch. 89, Stats. 1907 (cf. NRS 80.010, 80.030, 80.040, 80.050 and 80.210), so as to be entitled to transact business in Nevada and sue in courts of Nevada. Symons-Kraussman Co. v. Reno Wholesale Liquor Co., 32 Nev. 241, 107 Pac. 96 (1910)

Unconstitutional to apply fee retroactively. Where foreign corporation has been granted permission to enter state for purpose of doing local business, and thereafter engages in both local and interstate business, fee purporting to be "entrance fee," as provided by NCL 7421.01 (cf. NRS 80.050), enacted subsequent to entrance and based upon total authorized capital stock cannot be retroactively applied, and any attempt to do so is violation of commerce clause and due process clause of federal constitution. State ex rel. Texas Co. v. Koontz, 69 Nev. 25, 240 P.2d 525 (1952)

Decisions of U.S. Supreme Court binding on validity of fee. In determining whether NCL 7421.01 (cf. NRS 80.050), requiring foreign corporation doing local business to pay fee based on total authorized stock for required filing of amendments to articles of incorporation was invalid as burden on interstate commerce, or as tax on property beyond jurisdiction of state, state courts were bound by decisions of U.S. Supreme Court. State ex rel. Texas Co. v. Koontz, 69 Nev. 25, 240 P.2d 525 (1952)

ATTORNEY GENERAL'S OPINIONS.
GENERAL

Fee payable by foreign corporation for amended articles. Foreign corporation must pay statutory fee upon filing its amended articles of incorporation. AGO 171 (9-3-1920)

Separate fees payable by foreign corporation for articles and amendments unless integrated. Foreign corporation filing articles and separate amendments must pay fee for filing articles and fee for each amendment. However, if amendments are integrated with articles to make one instrument only one filing fee must be paid. AGO 23 (4-23-1921)

CONSTITUTIONALITY

Filing fee constitutional. Filing fee based on entire authorized stock of foreign corporation does not deny foreign corporation equal protection of law since fee does not discriminate between domestic and foreign corporations; nor does such fee deprive foreign corporation of property without due process of law; nor does it impose undue burden upon interstate commerce. AGO 868 (2-10-1950), but see, State ex rel. Texas Co. v. Koontz, 69 Nev. 25, 240 P.2d 525 (1952)

State may collect nominal fee to amend articles without increase in stock. In State ex rel. Texas Co. v. Koontz, 69 Nev. 25, 240 P.2d 525 (1952), supreme court deals solely with question whether foreign corporation qualifying before March 29, 1949, must pay fee for filing amendment of articles pertaining to increase of capital stock. Decision does not deny state right to collect nominal filing fees for ministerial duties. Thus documents of foreign corporations qualifying before March 29, 1949, which do not relate to increase of capital stock are to be filed only on payment of the nominal fee. AGO 155 (3-21-1952)

MISCELLANEOUS

Filing fee computed at rate of exchange when articles filed. Filing fee for Australian corporation to be computed upon rate of exchange between pound sterling and American dollar at time articles are filed. AGO 9 (1-19-1951)

Fee required for merger of foreign corporations despite prior qualification by survivor. Merger of constituent foreign corporations requires payment of fee for same despite fact that surviving constituent had qualified to do local business in Nevada prior to enactment of fee statute. AGO 405 (8-21-1958)

Stock split alone does not increase capital stock; minimum filing fee required. Where foreign corporation doing business in Nevada amended articles of incorporation to reclassify shares of capital stock so that in exchange for each share of stock with par value held by stockholder, stockholder received two shares of stock without par value, and amendment stated that there would be no change in aggregate amount of stated capital applicable to issued shares, fee for filing amendment was minimum prescribed by statute because under NRS 78.760, 78.765 and 80.050 fee based on number of shares issued without par value is applicable only when there is increase in authorized capital stock, and stock split alone does not increase authorized capital stock. AGO 573 (4-29-1969)

NRS 80.060   Resident agent: Appointment.   Every foreign corporation owning property or doing business in this state shall appoint and keep in this state a resident agent as provided in NRS 14.020.
  [Part 1911 CPA 82; A 1933, 191; 1939, 66; 1931 NCL 8580]

REVISER'S NOTE.
  The revised section is a part of 1911 CPA sec. 82, last amended in 1939. See Stats. 1939, p. 66.

FEDERAL AND OTHER CASES.

Agent's authority revocable without notice. Foreign corporation doing business in Nevada can withdraw from state and revoke resident agent's authority to accept service of process without giving any formal notice to secretary of state, and process thereafter served on such agent is ineffective. Fauchier v. McNeil Const. Co., 84 F. Supp. 574 (D. Nev. 1949)

Statute of limitations runs while agent maintained. Statute of limitations will run in favor of foreign corporation so long as corporation maintains resident agent in Nevada and, where entire statutory period has so run, plaintiff's action is barred even though resident agent not maintained at time of suit. Fauchier v. McNeil Const. Co., 84 F. Supp. 574 (D. Nev. 1949), distinguished, Seely v. Illinois-California Express, Inc., 541 F. Supp. 1307, at 1310 (D. Nev. 1982)

ATTORNEY GENERAL'S OPINIONS.

Foreign corporation owning property must appoint agent. Foreign corporation owning property in state must appoint resident agent even though corporation not considered "doing business" in state. AGO 20 (3-22-1917)

May appoint agent without filing articles. Foreign corporation which has not filed articles of incorporation with secretary of state may still file certificate of appointment of resident agent. AGO 51 (6-9-1917)

Principal office and resident agent for foreign corporation. Foreign corporation not required to maintain principal office in state but must appoint resident agent. AGO 317 (9-17-1928)

NRS 80.070   Resident agent: Revocation of appointment; resignation, death or removal from state; filing new certificate of acceptance of appointment.

1.   A foreign corporation may change its resident agent by filing with the secretary of state:

(a) A certificate revoking the appointment of the agent and designating a new resident agent, setting forth the name of that agent, his street address for the service of process, and his mailing address if different from his street address; and
(b) A certificate of acceptance executed by the new agent.

2.   A person who has been designated by a foreign corporation as resident agent may file with the secretary of state a signed statement that he is unwilling to continue to act as the agent of the corporation for the service of process. The execution of the statement must be acknowledged.
3.   Upon the filing of the statement of resignation with the secretary of state, the capacity of the resigning person as resident agent terminates. If the statement of resignation is not accompanied by an acknowledged statement of the corporation appointing a successor resident agent, the resigning resident agent shall give written notice, by mail, to the corporation, of the filing of the statement and its effect. The notice must be addressed to any officer of the corporation other than the resident agent.
4.   If a resident agent dies, resigns or moves from the state, the corporation, within 30 days thereafter, shall file with the secretary of state a certificate of acceptance executed by the new resident agent. The certificate must set forth the name of the new resident agent, his street address for the service of process, and his mailing address if different from his street address.
5.   A corporation that fails to file a certificate of acceptance executed by a new resident agent within 30 days of the death, resignation or removal of its resident agent shall be deemed in default and is subject to the provisions of NRS 80.150 and 80.160.
  [1:127:1939; 1931 NCL 1813.01] + [2:127:1939; 1931 NCL 1813.02](NRS A 1959, 840; 1969, 33; 1989, 951; 1993, 983)

FEDERAL AND OTHER CASES.

Agent's authority revocable without notice. Foreign corporation doing business in Nevada can withdraw from state and revoke resident agent's authority to accept service of process without giving any formal notice to secretary of state, and process thereafter served on such agent is ineffective. Fauchier v. McNeil Const. Co., 84 F. Supp. 574 (D. Nev. 1949)

Statute of limitations runs while agent maintained. Statute of limitations will run in favor of foreign corporation so long as corporation maintains resident agent in Nevada and, where entire statutory period has so run, plaintiff's action is barred even though resident agent not maintained at time of suit. Fauchier v. McNeil Const. Co., 84 F. Supp. 574 (D. Nev. 1949), distinguished, Seely v. Illinois-California Express, Inc., 541 F. Supp. 1307, at 1311 (D. Nev. 1982)

Not applicable to unincorporated associations. NRS 14.020 and 14.030, relating to appointment of resident agents and service of process upon foreign corporations which fail to appoint resident agents (see NRS 80.070), apply only to foreign corporations and not to foreign or nonresident unincorporated associations owning property or doing business in Nevada, and in an action under the Labor-Management Act of 1947, purported service of process on nonresident labor union which was unincorporated association was quashed. Owens v. International Ass'n of Heat Insulators, 213 F. Supp. 927 (D. Nev. 1963)

NRS 80.080   Service of process on foreign corporation in this state.   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]

NRS CROSS REFERENCES.
  Court rules governing service of process, N.R.C.P. 4(d)(2), JCRCP 4(d)(2)

REVISER'S NOTE.
  The reviser added this section to this chapter to make ready reference to the manner in which process may be served on foreign corporations.

NRS 80.090   Limitations of actions.   If a foreign corporation doing business in this state maintains and keeps in the state a resident agent as provided by NRS 80.060 and files or has microfilmed the papers, documents and instruments required by NRS 80.010 to 80.040, inclusive, it shall be 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)

NRS CROSS REFERENCES.
  Limitation of actions, generally, NRS ch. 11

NEVADA CASES.

Compliance required to use statute of limitations as defense. In action on promissory note executed by foreign corporation, statute of limitations is not available as defense because of NCL 8532 (cf. NRS 11.300), providing that absence from state suspends running of statute of limitations, unless corporation has complied with 1931 NCL 1848 (cf. NRS 80.090 and 80.220), requiring filing of certain documents and appointment of resident agent. Nevada-Douglas Consol. Copper Co. v. Berryhill, 58 Nev. 261, 75 P.2d 992 (1938), cited, Kellar v. Snowden, 87 Nev. 488, at 491, 489 P.2d 90 (1971)

Defense of statute of limitations not available unless compliance pleaded and proved. In action on promissory note executed by foreign corporation, where defendant has complied with requirements of 1931 NCL 1848 (cf. NRS 80.090 and 80.220) for filing of documents and appointment of resident agent, defense of statute of limitations is not available unless compliance is both pleaded and proved, because statute of limitations to be effective as defense must be well pleaded, and fact necessary to be proved is equally necessary to be alleged. Nevada-Douglas Consol. Copper Co. v. Berryhill, 58 Nev. 261, 75 P.2d 992 (1938)

Legislature presumed to have intended strict compliance. In action on promissory note executed by foreign corporation, where supreme court had held defense of statute of limitations entirely unavailable to foreign corporation because of NCL 8532 (cf. NRS 11.300), providing that absence from state suspends running of statute of limitations, and legislature subsequently enacted 1931 NCL 1848 (cf. NRS 80.090 and 80.220), making it available upon certain conditions, legislature was presumed to have been aware of former construction and to have intended to require strict compliance with later statute. Nevada-Douglas Consol. Copper Co. v. Berryhill, 58 Nev. 261, 75 P.2d 992 (1938)

Failure to reply not admission when pleading failed to allege compliance. In action on promissory note executed by foreign corporation, defense of statute of limitations set up by answer was not admitted by failure to reply where answer failed to allege compliance with requirements of 1931 NCL 1848 (cf. NRS 80.090 and 80.220) for filing of documents and appointment of resident agent. Nevada-Douglas Consol. Copper Co. v. Berryhill, 58 Nev. 261, 75 P.2d 992 (1938), distinguished, Seely v. Illinois-California Express, Inc., 541 F. Supp. 1307, at 1311 (D. Nev. 1982)

FEDERAL AND OTHER CASES.

Statute of limitations runs while agent maintained. Statute of limitations will run in favor of foreign corporation so long as corporation maintains resident agent in Nevada and, where entire statutory period has so run, plaintiff's action is barred even though resident agent not maintained at time of suit. Fauchier v. McNeil Const. Co., 84 F. Supp. 574 (D. Nev. 1949), distinguished, Seely v. Illinois-California Express, Inc., 541 F. Supp. 1307, at 1310 (D. Nev. 1982)

Statute of limitations runs while foreign corporation amenable to process; resident agent not required. Although NRS 11.300 tolls statute of limitations during defendant's absence from state, federal court applying Nevada law concluded that statute would not be tolled against foreign corporation in personal injury action so long as corporation was amenable to service of process under Nevada's laws and rules. Tolling did not depend upon compliance with NRS 80.090, relating to appointment of resident agent for service of process, if corporation could have been served under long-arm statute, NRS 14.065, based on "minimum contacts" with state. Seely v. Illinois-California Express, Inc., 541 F. Supp. 1307 (D. Nev. 1982), cited, Vari-Build, Inc. v. City of Reno, 622 F. Supp. 97, at 100 (D. Nev. 1985)

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]

REVISER'S NOTE.
  This section was the last paragraph of sec. 31(a), ch. 177, Stats. 1925, added in 1949. See Stats. 1949, p. 158.

NRS 80.110   Annual list of officers and directors and designation of resident agent: Filing requirements; fee; forms.

1.   Each foreign corporation doing business in this state shall, within 60 days after the filing of its certificate of corporate existence with the secretary of state, 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, file with the secretary of state a list of its president, secretary and treasurer or their equivalent, and all of its directors and a designation of its resident agent in this state, signed by an officer of the corporation.
2.   Upon filing the list and designation, the corporation shall pay to the secretary of state a fee of $85.
3.   The secretary of state shall, 60 days before the last day for filing the annual list required by subsection 1, cause to be mailed to each corporation required to comply with the provisions of NRS 80.110 to 80.170, inclusive, which has not become delinquent, the blank forms to be completed and filed with him. Failure of any corporation to receive the forms does not excuse it from the penalty imposed by the provisions of NRS 80.110 to 80.170, inclusive.
4.   An annual list for a corporation not in default which is received by the secretary of state more than 60 days before its due date shall be deemed an amended list for the previous year.
  [Part 1:180:1925; A 1929, 122; 1931, 408; 1931 NCL 1804](NRS A 1957, 296; 1959, 840; 1977, 406; 1979, 186, 400, 401; 1983, 693; 1985, 234; 1989, 981; 1991, 2460; 1993, 983; 1995, 2103)

NEVADA CASES.

Requirements for filing and fees are revenue acts and in police power acts. Ch. 180, Stats. 1925, as amended by ch. 219, Stats. 1931 (cf. NRS 78.150-78.160, 78.170-78.190, 80.110-80.130 and 80.150-80.180), which provides for annual corporate filing, payment of filing fees, and reinstatement of corporations whose charters have been forfeited, is conceded to be revenue act and also police power act. Porter v. Tempa Mining & Milling Co., 59 Nev. 332, 93 P.2d 741 (1939)

Failure to comply with filing requirements does not deprive foreign corporation of right to defend itself against lawsuit. Defendant was foreign corporation with no agent, cashier or secretary within Nevada. Plaintiff, pursuant to N.R.C.P. 4(d), served summons and complaint upon secretary of state's office, which failed to forward summons and complaint to defendant because defendant had failed to file its list of officers as required by NRS 80.110. District court entered default judgment against defendant and denied its motion to set aside default judgment pursuant to N.R.C.P. 60(c). Ruling of district court denying motion constituted reversible error because defendant's showing that it (1) was not personally served, (2) filed motion to set aside default judgment within statutory period, and (3) had meritorious defense, established prima facie case pursuant to N.R.C.P. 60(c) and shifted burden to plaintiff to show that granting motion would be inequitable, which plaintiff was not able to do. Although pursuant to NRS 80.150 noncompliance with filing requirement deprives corporation of right to do business within Nevada, equity does not demand that corporation, delinquent in its filings with secretary of state, lose opportunity to defend itself against lawsuit. Basf Corp. v. Jafbros, Inc., 105 Nev. 142, 771 P.2d 161 (1989)

ATTORNEY GENERAL'S OPINIONS.

Filing not required of foreign insurance corporation or foreign surety corporation. Law pertaining to filing list of officers or articles of incorporation of foreign corporation does not apply to foreign insurance corporation or foreign surety corporation. AGO B-61 (6-26-1941); AGO B-63 (6-26-1941)

Must file list and pay fee to be in good standing. Foreign corporations qualifying to do business as authorized under ch. 228, Stats. 1955 (cf. NRS 80.110), must file list of officers and directors and pay fee upon entering state, in order to be in good standing until date when annual list and fee are required. AGO 50 (4-26-1955)

Fee not required from federal savings and loan association. Federal savings and loan association (see NRS 673.750), in absence of congressional assent, may not be charged filing fee required under sec. 2, ch. 228, Stats. 1955 (cf. NRS 80.110). AGO 199 (8-21-1956)

Compliance required for qualification to do business. As used in NRS 80.110, relating to list of officers to be filed by qualified foreign corporations with secretary of state, and NRS 80.190, relating to publication by qualified foreign corporations of annual statement, the phrase "doing business in this state" means in order to be qualified to do business in this state. AGO 16 (3-4-1959)

Application to segregate land under Carey Act not invalid for delinquency in filing; invalid if right to transact business forfeited. Application for segregation of Carey Act lands pursuant to NRS 324.120 by corporation which is delinquent in meeting requirements of NRS 78.150 et seq. or 80.110 et seq. is not invalid by reason of such delinquency, but if right of corporation to transact business in this state has been forfeited as provided in former provision of NRS 78.170 (cf. NRS 78.175) or NRS 80.150, application is invalid. AGO 79-30 (12-28-1979)

NRS 80.120   Certificate authorizing corporation to transact business.   When the fee for filing the initial or annual list of officers and directors and designation of resident agent has been paid, the canceled check 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. If the corporation desires a formal certificate upon its payment of the initial or annual fee, its payment must be accompanied by a self-addressed, stamped envelope.
  [2:180:1925; A 1931, 408; 1931 NCL 1805](NRS A 1959, 841; 1983, 693; 1993, 984)

NEVADA CASES.

Authorization not retroactive. Where foreign corporation was not qualified to do business in Nevada (see NRS 80.120) and consequently lacked capacity to sue at time it commenced action (see NRS 80.210), but became qualified 9 months later by complying with filing requirements, belated compliance did not relate back to time of commencement of action or otherwise cure defect. League to Save Lake Tahoe v. Tahoe Regional Planning Agency, 93 Nev. 270, 563 P.2d 582 (1977), cited, Lake at Las Vegas Investors Group, Inc. v. Pacific Malibu Dev. Corp., 933 F.2d 724, at 726 (9th Cir. 1991), Nevada Nat'l Bank v. Snyder, 108 Nev. 151, at 155, 826 P.2d 560 (1992), distinguished, Lawler v. Ginochio, 94 Nev. 623, at 625, 584 P.2d 667 (1978), Pettit v. Management Guidance, Inc., 95 Nev. 834, at 835, 603 P.2d 697 (1979)

NRS 80.140   Contents of annual list: Names and addresses; penalties.

1.   Every list required to be filed under the provisions of NRS 80.110 to 80.170, inclusive, must, after the name of each officer and director listed thereon, set forth the post office box or street 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)

NRS 80.150   Defaulting corporations: Identification; penalty and forfeiture.

1.   Any corporation required to make a filing and pay the fee prescribed in NRS 80.110 to 80.170, inclusive, 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 $15, and unless the filing is made and the fee and penalty are paid on or before the first day of the ninth month following the month 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)

NEVADA CASES.

Failure to comply with filing requirements does not deprive foreign corporation of right to defend itself against lawsuit. Defendant was foreign corporation with no agent, cashier or secretary within Nevada. Plaintiff, pursuant to N.R.C.P. 4(d), served summons and complaint upon secretary of state's office, which failed to forward summons and complaint to defendant because defendant had failed to file its list of officers as required by NRS 80.110. District court entered default judgment against defendant and denied its motion to set aside default judgment pursuant to N.R.C.P. 60(c). Ruling of district court denying motion constituted reversible error because defendant's showing that it (1) was not personally served, (2) filed motion to set aside default judgment within statutory period, and (3) had meritorious defense, established prima facie case pursuant to N.R.C.P. 60(c) and shifted burden to plaintiff to show that granting motion would be inequitable, which plaintiff was not able to do. Although pursuant to NRS 80.150 noncompliance with filing requirement deprives corporation of right to do business within Nevada, equity does not demand that corporation, delinquent in its filings with secretary of state, lose opportunity to defend itself against lawsuit. Basf Corp. v. Jafbros, Inc., 105 Nev. 142, 771 P.2d 161 (1989)

ATTORNEY GENERAL'S OPINIONS.
  Application to segregate land under Carey Act not invalid for delinquency in filing; invalid if right to transact business forfeited. Application for segregation of Carey Act lands pursuant to NRS 324.120 by corporation which is delinquent in meeting requirements of NRS 78.150 et seq. or 80.110 et seq. is not invalid by reason of such delinquency, but if right of corporation to transact business in this state has been forfeited as provided in former provision of NRS 78.170 (cf. NRS 78.175) or NRS 80.150, application is invalid. AGO 79-30 (12-28-1979)

NRS 80.160   Defaulting corporations: Duties of secretary of state.

1.   The secretary of state shall notify, by letter addressed to its resident agent, each corporation deemed in default pursuant to NRS 80.150. The notice must be accompanied by a statement indicating the amount of the filing fee, penalties and costs remaining unpaid.
2.   Immediately after the first day of the ninth month following the month in which filing was required, the secretary of state shall compile a full and complete list containing the names of all corporations whose right to do business has been forfeited.
3.   The secretary of state shall notify, by letter addressed to its resident agent, each corporation specified in subsection 2 of the forfeiture of its right to do business. The notice must be accompanied by a statement indicating the amount of the filing fee, penalties and costs remaining unpaid.
  [Part 5:180:1925; NCL 1808](NRS A 1959, 60, 575; 1965, 601; 1973, 1028; 1979, 187, 400, 402; 1993, 984; 1995, 1119)

NRS 80.170   Defaulting corporations: Conditions and procedure for reinstatement.

1.   Except as otherwise provided in subsections 3 and 4, 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 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 a list of officers and directors as provided in NRS 80.110 and 80.140; and
(b) Pays to the secretary of state:

(1) The annual 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; and
(2) A fee of $50 for reinstatement.

2.   If payment is made and the secretary of state reinstates the corporation to its former rights he shall:

(a) Immediately issue and deliver to the corporation so reinstated a certificate of reinstatement authorizing it to transact business in the same manner as if the filing fee had been paid when due; and
(b) Upon demand, issue to the corporation one or more certified copies of the certificate of reinstatement.

3.   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 NRS 80.160 and has remained forfeited for a period of 5 consecutive years, the right is not subject to reinstatement.
  [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)

ATTORNEY GENERAL'S OPINIONS.
  Reinstatement invalid unless as specifically prescribed. Reinstatement of domestic or foreign corporations can be procured only through method specifically prescribed by statute; reinstatement by any other procedure is invalid. AGO 215 (6-19-1936)

NRS 80.190   Publication of annual statement; recovery of 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 of its last calendar year's business in two numbers or issues of a newspaper published in this state.
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)

ATTORNEY GENERAL'S OPINIONS.

Insurance commissioner only required to furnish forms. Insurance commissioner is required to furnish forms for annual statements of insurance companies, but not required to select newspaper and see to it that publication had under NCL 1844 (cf. NRS 80.190). AGO 267 (6-24-1953)

All qualified foreign corporations must publish. All foreign corporations qualified to do business in Nevada, whether or not they are actually doing business within State of Nevada, must publish annual statement as provided in NRS 80.190. AGO 16 (3-4-1959)

Compliance required for qualification to do business. As used in NRS 80.110, relating to list of officers to be filed by qualified foreign corporations with secretary of state, and NRS 80.190, relating to publication by qualified foreign corporations of annual statement, the phrase "doing business in this state" means "in order to be qualified to do business in this state." AGO 16 (3-4-1959)

Corporation operating on fiscal year must publish each calendar year. Under NRS 80.190, which requires foreign corporation doing business in this state, to publish statement of its last year's business, each foreign corporation is required to publish statement of its business during preceding calendar year even though such corporation operates on fiscal year basis. AGO 203 (1-26-1961)

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 executed under its corporate seal 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)

NRS 80.210   Penalties for failure to comply with requirements for qualification; enforcement.

1.   Every corporation which fails or neglects to comply with the provisions of NRS 80.010 to 80.040, inclusive:

(a) Is subject to a fine of not less than $500, to be recovered in a court of competent jurisdiction; and
(b) Except as otherwise provided in subsection 2, 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.

2.   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.
3.   When the secretary of state is advised that a corporation is doing business in contravention of NRS 80.010 to 80.040, inclusive, he shall report that fact to the governor. The governor shall, as soon as practicable, instruct the district attorney of the county where the corporation has its principal place of business or the attorney general, or both, to institute proceedings to recover any applicable fine provided for in this section.
  [3:89:1907; RL 1350; NCL 1843](NRS A 1989, 17; 1993, 986)

REVISER'S NOTE.
  Reference to a 10-day period after the effective date of the original act was deleted.

NEVADA CASES.

Error to dismiss complaint in which failure to qualify not apparent. Where plaintiff, foreign corporation, appealed from order dismissing complaint on ground that plaintiff was not qualified to transact business in Nevada because of failure to comply with provisions of sec. 1, ch. 89, Stats. 1907 (cf. NRS 80.010, 80.030, 80.040, 80.050 and 80.210), appellate court reversed order because it could not be said from examination of complaint that plaintiff failed to comply with statute, and question of constitutionality of statute was not before court. Symons-Kraussman Co. v. Reno Wholesale Liquor Co., 32 Nev. 241, 107 Pac. 96 (1910)

Court not warranted in taking judicial notice of unsworn motion to dismiss complaint for failure to qualify. Where plaintiff alleged that it was foreign corporation, and it could not be said from examination of complaint that plaintiff did not qualify to transact business in Nevada under provisions of sec. 1, ch. 89, Stats. 1907 (cf. NRS 80.010, 80.030, 80.040, 80.050 and 80.210), trial court was not warranted in taking such judicial notice of unsworn motion of defendant to dismiss complaint as to deprive plaintiff of its constitutional right to be heard on merits of motion as to whether it was legally doing business in Nevada and entitled to sue in courts of Nevada. Symons-Kraussman Co. v. Reno Wholesale Liquor Co., 32 Nev. 241, 107 Pac. 96 (1910)

Constitutional right to be heard concerning whether legally doing business and entitled to sue. Where complaint alleged that plaintiff was corporation organized under laws of another state, trial court erred in granting motion of defendant to dismiss complaint, because plaintiff had right to have its day in court and be heard on question of whether it complied with provisions of sec. 1, ch. 89, Stats. 1907 (cf. NRS 80.010, 80.030, 80.040, 80.050 and 80.210), so as to be entitled to transact business in Nevada and sue in courts of Nevada. Symons-Kraussman Co. v. Reno Wholesale Liquor Co., 32 Nev. 241, 107 Pac. 96 (1910)

Suing unqualified corporation waives question of right to defend. Where plaintiff sued defendant, foreign corporation, to quiet title to mining claims, and defendant, at time action was commenced, had not filed its articles of incorporation as required by RL 1348 (cf. NRS 80.010), although RL 1350 (cf. NRS 80.210) provided that no foreign corporation could defend action unless it complied with RL 1348, plaintiff, having sued defendant and prayed for judgment against it as corporation, waived any question of right of defendant to defend, and such waiver continued as long as plaintiff sought judgment directly against defendant in its corporate capacity. Scott v. Day-Bristol Consol. Mining Co., 37 Nev. 299, 142 Pac. 625 (1914), cited, Walker Bank & Trust Co. v. Smith, 88 Nev. 502, at 507, 501 P.2d 639 (1972)

May not sue unqualified corporation for equitable relief, strike answer and enter default judgment. Where plaintiff sued defendant, foreign corporation, to quiet title to mining claims, and defendant, at time action was commenced, had not filed its articles of incorporation as required by RL 1348 (cf. NRS 80.010), although RL 1350 (cf. NRS 80.210) provided that no foreign corporation could defend action unless it complied with RL 1348, plaintiff could not be permitted to sue defendant, bring it into court, under process command it to answer, and then have answer stricken and default judgment entered, especially where plaintiff was invoking equitable powers of court to quiet alleged title to property. Scott v. Day-Bristol Consol. Mining Co., 37 Nev. 299, 142 Pac. 625 (1914)

Right of unqualified corporation to defend action contesting its title to property. Where plaintiff sued defendant, foreign corporation, to quiet title to mining claims, and defendant, at time action was commenced, had not filed its articles of incorporation as required by RL 1348 (cf. NRS 80.010), although RL 1350 (cf. NRS 80.210) provided that no foreign corporation could defend action unless it complied with RL 1348, legislature is without power to take from owner or claimant of property the right to defend action where it is sought to obtain decree adjudging defendant to be without title or right in property claimed by it as owner. Scott v. Day-Bristol Consol. Mining Co., 37 Nev. 299, 142 Pac. 625 (1914)

Constitutionality of statute not considered where suit against unqualified corporation waived question of right to defend. Where trial court struck demurrer pursuant to RL 1350 (cf. NRS 80.210), which provides that no foreign corporation may defend any action until it complies with RL 1348 (cf. NRS 80.010) by filing certified copy of its articles of incorporation, appellate court refused to consider question of whether RL 1350 was unconstitutional as denial to citizen of another state of due process and equal protection of law, because demurrer should not have been stricken. When plaintiff sued defendant in its corporate capacity, he waived right to question its capacity to defend. Scott v. Day-Bristol Consol. Mining Co., 37 Nev. 299, 142 Pac. 625 (1914)

Petition by unqualified corporation engaging in one transaction not precluded. Secs. 1 and 3, ch. 89, Stats. 1907 (cf. NRS 80.010 and 80.210), which require foreign corporation entering Nevada to do business to file its articles of incorporation with secretary of state and prohibit such corporation from maintaining any proceeding upon failure to do so, are aimed at corporations entering for purpose of doing business in Nevada and not at foreign corporations not doing business in sense intended. Where there was no showing that foreign corporation engaged in more business than one transaction in Nevada, it was not precluded by such statute from petitioning for writ of certiorari. Ex rel. Pacific States Sec. Co. v. District Court, 48 Nev. 53, 226 Pac. 1106 (1924), cited, Paterson v. Condos, 55 Nev. 134, at 146, 28 P.2d 499 (1934), In re Las Vegas Hilton Hotel Fire Litigation, 101 Nev. 489, at 492, 706 P.2d 137 (1985)

Mere solicitation of agreement not doing business; no bar from court. Where only activity in Nevada of foreign corporation not qualified to do business in state pursuant to provisions of NRS ch. 80 was solicitation of agreement to carry passengers between points in California, action to collect payment due under agreement was not barred by provision of NRS 80.210 denying access to courts, because mere solicitation of agreement was not doing business in state within contemplation of NRS 80.010 et seq., and therefore corporation was not required to qualify. Peccole v. Fresno Air Serv., Inc., 86 Nev. 377, 469 P.2d 397 (1970), cited, League to Save Lake Tahoe v. Tahoe Regional Planning Agency, 93 Nev. 270, at 273, 563 P.2d 582 (1977), Sierra Glass & Mirror v. Viking Indus., 107 Nev. 119, at 124, 808 P.2d 512 (1991)

Security interest in accounts of foreign corporation not barred by failure of corporation to qualify. In action by creditors against foreign corporation, third party claim of holder of perfected security interest in accounts receivable of defendant corporation was not barred by failure of foreign corporation to qualify to do business in Nevada or to obtain Nevada contractor's license because provisions of NRS 80.210 and 624.320, relating to maintenance of actions by foreign corporations and contractors, did not prevent foreign corporations from defending action, nor its assignee from asserting its claims. Walker Bank & Trust Co. v. Smith, 88 Nev. 502, 501 P.2d 639 (1972), cited, Marshall Earth Resources, Inc. v. Parks, 99 Nev. 251, at 252, 661 P.2d 875 (1983)

Actions commenced by unqualified corporation not preserved pending compliance. Words "maintain" and "until," as used in statutory provision prohibiting foreign corporation from commencing, maintaining or defending any court action until it has qualified to do business in this state (see NRS 80.210), apply to actions commenced while corporation was qualified and suspended when corporation becomes unqualified due to failure to comply with continuing statutory requirements. Such words do not mean that actions commenced by unqualified corporation may be preserved pending corporation's compliance. League to Save Lake Tahoe v. Tahoe Regional Planning Agency, 93 Nev. 270, 563 P.2d 582 (1977), cited, Bader Enterprises, Inc. v. Olsen, 98 Nev. 381, at 384, 649 P.2d 1369 (1982), Nevada Nat'l Bank v. Snyder, 108 Nev. 151, at 155, 826 P.2d 560 (1992)

Belated compliance does not relate back to time of commencement of action. Where foreign corporation was not qualified to do business in Nevada (see NRS 80.120) and consequently lacked capacity to sue at time it commenced action (see NRS 80.210), but became qualified 9 months later by complying with filing requirements, belated compliance did not relate back to time of commencement of action or otherwise cure defect. League to Save Lake Tahoe v. Tahoe Regional Planning Agency, 93 Nev. 270, 563 P.2d 582 (1977), cited, Lake at Las Vegas Investors Group, Inc. v. Pacific Malibu Dev. Corp., 933 F.2d 724, at 726 (9th Cir. 1991), Nevada Nat'l Bank v. Snyder, 108 Nev. 151, at 155, 826 P.2d 560 (1992), distinguished, Lawler v. Ginochio, 94 Nev. 623, at 625, 584 P.2d 667 (1978), Pettit v. Management Guidance, Inc., 95 Nev. 834, at 835, 603 P.2d 697 (1979)

Dismissal for failure to qualify without prejudice under circumstances. Where district court dismissed complaint pursuant to NRS 80.210 on ground that plaintiff, foreign corporation, had not qualified to do business in Nevada at time of commencement of suit, and ordered that dismissal be without prejudice because (1) applicable statute of limitations had not run, and (2) corporation was in process of effecting compliance with requirements for qualification, order was affirmed on appeal despite defendant's contention that dismissal should have been with prejudice. NRS 80.210 does not limit rights of corporations beyond plain import of language used in statute. Pettit v. Management Guidance, Inc., 95 Nev. 834, 603 P.2d 697 (1979), cited, Atlantic Commercial Dev. Corp. v. Boyles, 103 Nev. 35, at 38, 732 P.2d 1360 (1987), see also Lake at Las Vegas Investors Group, Inc. v. Pacific Malibu Dev. Corp., 933 F.2d 724 (9th Cir. 1991)

Authority to prosecute action commenced by foreign corporation before charter revoked determined by law of Nevada. Where foreign corporation commenced action in Nevada while its corporate charter was in good standing but thereafter (1) its charter was revoked by state of Delaware, (2) it failed to file copy of certificate of corporate repeal with Nevada's secretary of state as required by NRS 80.030, and (3) it forfeited its authorization to do business in Nevada, right of corporation to litigate to final judgment was determined by law of Nevada, not law of Delaware. Under N.R.C.P. 17(b), capacity of corporation to sue or be sued is determined by law under which it is organized, "unless a statute of this state provides to the contrary." NRS 80.210 does provide to contrary by prohibiting maintenance of action in Nevada by foreign corporation which has failed to comply with requirements of NRS 80.030. Bader Enterprises, Inc. v. Olsen, 98 Nev. 381, 649 P.2d 1369 (1982)

Action commenced by foreign corporation before charter revoked dismissed for failure to file certificate of corporate repeal. Where foreign corporation commenced action in Nevada while its corporate charter was in good standing but thereafter (1) its charter was revoked by state of Delaware, (2) it failed to file copy of certificate of corporate repeal with Nevada's secretary of state as required by NRS 80.030, and (3) it forfeited its authorization to do business in Nevada, district court properly granted defendant's motion for dismissal of action. Failure to comply with NRS 80.030 invoked penalty provision of NRS 80.210 prohibiting corporation from maintaining action in Nevada. Bader Enterprises, Inc. v. Olsen, 98 Nev. 381, 649 P.2d 1369 (1982), cited, Nevada Nat'l Bank v. Snyder, 108 Nev. 151, at 154, 826 P.2d 560 (1992)

Merely attending convention not doing business; no bar from court. Where representatives of foreign corporations not qualified to do business in this state pursuant to NRS 80.010 were attending convention at hotel in which fire broke out, action brought by corporations to collect damages relating thereto was not barred by provision of NRS 80.210 denying access to state courts, because, as representatives were merely attending convention, corporations were not "doing business" in this state for purposes of NRS 80.010 and were not, therefore, required to qualify as prerequisite to bringing action. In re Las Vegas Hilton Hotel Fire Litigation, 101 Nev. 489, 706 P.2d 137 (1985), cited, Sierra Glass & Mirror v. Viking Indus., 107 Nev. 119, at 124, 808 P.2d 512 (1991)

Complaint of foreign corporation was dismissed without prejudice where corporation complied with requirements for qualification before dismissal. Where trial court, pursuant to N.R.C.P. 12(b)(5) motion, dismissed complaint of foreign corporation with prejudice on ground that corporation filed complaint while its charter was inoperative and without qualifying to do business in this state (see NRS 80.210), dismissal was modified on appeal and complaint was dismissed without prejudice because corporation complied with requirements for qualification before dismissal of complaint. Atlantic Commercial Dev. Corp. v. Boyles, 103 Nev. 35, 732 P.2d 1360 (1987)

Foreign corporation which was conducting large volume of interstate transactions in Nevada could maintain action against Nevada corporation without filing qualifying documents with secretary of state. Where Oregon corporation conducted large volume of interstate transactions in Nevada, but did not maintain office in Nevada and had only one agent soliciting contracts in Nevada, it had not localized its business in this state and, therefore, was not subject to provisions of NRS 80.010 and could bring action against Nevada corporation without filing qualifying documents with secretary of state. (See NRS 80.210.) Sierra Glass & Mirror v. Viking Indus., 107 Nev. 119, 808 P.2d 512 (1991)

Failure of foreign corporation to comply with statutory requirements concerning filing of amendatory documents bars it from maintaining action in courts of this state. Where foreign corporation authorized to do business in this state filed articles of amendment in State of Washington to change its name and successor corporation was subsequently administratively dissolved in State of Washington, failure of successor corporation to inform secretary of state of its name change or corporate dissolution as required by NRS 80.030 precluded it from maintaining action in courts of this state (see NRS 80.210). Nevada Nat'l Bank v. Snyder, 108 Nev. 151, 826 P.2d 560 (1992)

FEDERAL AND OTHER CASES.
  Filing of complaint by corporation that is not registered to do business in Nevada constitutes commencement of action for purposes of federal law. Although plaintiff corporation was not registered to do business in Nevada at time that it filed complaint in state court, federal court of appeals rejected its argument that (1) complaint did not commence action for purposes of federal law but rather was nullity by operation of NRS 80.210, and (2) its dismissal of complaint could not have been voluntary dismissal of action since action never existed. Lake at Las Vegas Investors Group, Inc. v. Pacific Malibu Dev. Corp., 933 F.2d 724 (9th Cir. 1991)

ATTORNEY GENERAL'S OPINION.

Penalties and procedures in chapter govern failure to file certificate. Securities division of office of secretary of state has no independent authority to take action against out-of-state broker-dealer already licensed by securities division who has not filed certificate pursuant to NRS 80.010. Penalties and procedures for failure to comply are clearly set forth in NRS 80.210 which govern any violation of NRS 80.010. AGO 88-7 (6-5-1988)

NRS 80.220   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]

NEVADA CASES.

Failure to reply not admission when pleading failed to allege compliance. In action on promissory note executed by foreign corporation, defense of statute of limitations set up by answer was not admitted by failure to reply where answer failed to allege compliance with requirements of 1931 NCL 1848 (cf. NRS 80.090 and 80.220) for filing of documents and appointment of resident agent. Nevada-Douglas Consol. Copper Co. v. Berryhill, 58 Nev. 261, 75 P.2d 992 (1938), cited, Kellar v. Snowden, 87 Nev. 488, at 491, 489 P.2d 90 (1971)

Compliance required to use statute of limitations as defense. In action on promissory note executed by foreign corporation, statute of limitations is not available as defense because of NCL 8532 (cf. NRS 11.300), providing that absence from state suspends running of statute of limitations, unless corporation has complied with 1931 NCL 1848 (cf. NRS 80.090 and 80.200), requiring filing of certain documents and appointment of resident agent. Nevada-Douglas Consol. Copper Co. v. Berryhill, 58 Nev. 261, 75 P.2d 992 (1938), distinguished, Seely v. Illinois-California Express, Inc., 541 F. Supp. 1307, at 1311 (D. Nev. 1982)

Defense of statute of limitations not available unless compliance pleaded and proved. In action on promissory note executed by foreign corporation, where defendant has complied with requirements of 1931 NCL 1848 (cf. NRS 80.090 and 80.220) for filing of documents and appointment of resident agent, defense of statute of limitations is not available unless compliance is both pleaded and proved, because statute of limitations to be effective as defense must be well pleaded, and fact necessary to be proved is equally necessary to be alleged. Nevada-Douglas Consol. Copper Co. v. Berryhill, 58 Nev. 261, 75 P.2d 992 (1938)

Legislature presumed to have intended strict compliance. In action on promissory note executed by foreign corporation, where supreme court had held defense of statute of limitations entirely unavailable to foreign corporation because of NCL 8532 (cf. NRS 11.300), providing that absence from state suspends running of statute of limitations, and legislature subsequently enacted 1931 NCL 1848 (cf. NRS 80.090 and 80.220), making it available upon certain conditions, legislature was presumed to have been aware of former construction and to have intended to require strict compliance with later statute. Nevada-Douglas Consol. Copper Co. v. Berryhill, 58 Nev. 261, 75 P.2d 992 (1938)

FEDERAL AND OTHER CASES.
  Statute of limitations runs while agent maintained. Statute of limitations will run in favor of foreign corporation so long as corporation maintains resident agent in Nevada and, where entire statutory period has so run, plaintiff's action is barred even though resident agent not maintained at time of suit. Fauchier v. McNeil Const. Co., 84 F. Supp. 574 (D. Nev. 1949), distinguished, Seely v. Illinois-California Express, Inc., 541 F. Supp. 1307, at 1310 (D. Nev. 1982)

NRS 80.270   Notice of certain proceedings concerning insolvency or mismanagement of corporation.   Foreign corporations shall comply with the provisions of NRS 78.626, 78.627 and 78.628.
  (Added to NRS by 1987, 585)

NRS 80.280   License required for corporation to render professional service.   A foreign corporation organized to render a professional service may not render that service in this state unless the person rendering it is licensed to do so by the appropriate regulating board of this state.
  (Added to NRS by 1995, 2102)

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