Qualifying a Foreign Corporation in Nevada

Chapter 80 of the Nevada Revised Statutes treats a corporation as foreign when any other government chartered it, whether a sister state, a territory, a U.S. possession, Washington, D.C., or a country abroad. Texas or Delaware incorporation is perfectly ordinary at home and still makes the company foreign here. Nevada's word for the obligation is qualification. Qualifying leaves your charter, bylaws and home existence untouched. It adds a Nevada record that lets the company operate in the state.

In Carson City, the Secretary of State's Commercial Recordings office takes the filing. On the profit corporation form you tick the box for NRS 80 foreign corporation qualification. A professional corporation ticks a separate box. A foreign professional corporation also cannot deliver its service in Nevada unless the person doing the work holds a license from the matching Nevada board (NRS 80.280).

NRS 80.010 sets the trigger: a foreign corporation must file before it commences or does any business in the state. The law never defines "doing business" in one sentence. NRS 80.015 works from the other direction and names things that do not count:

• Litigation the corporation brings, defends or settles
• Board or stockholder meetings and other internal corporate matters
• Accounts at banks or credit unions
• A registrar, transfer agent or trustee for the corporation's own securities
• Sales made through independent contractors
• Orders that come from outside Nevada by letter, circular or catalog, are accepted outside Nevada and are filled by shipping into the state
• Taking on debt, and acquiring mortgages and security interests in real or personal property
• Collecting debts and enforcing security interests
• Owning real or personal property "without more"
• A one-time deal that is finished within 30 days and sits apart from any series
• Producing motion pictures
• Doing banking business as an institution chartered in another state
• Interstate commerce

The statute adds that this is not an exhaustive list. Outside it, a company may still escape qualification, with exceptions. Keeping a Nevada office to conduct business, accepting deposits in the state, or soliciting or arranging certain mortgage business each pulls a company back in. The Secretary of State's own publication guidance sends corporations to this section when they ask whether they are doing business.

Property alone is not enough

Holding land or equipment in Nevada, on that fact alone, does not require qualification, because the list names property ownership without more. Add an office, employees on site or regular local operations and the answer can change. The state business license has a separate test, covered below, so the two questions can come out differently. Where your facts land near the boundary, have a Nevada attorney weigh in before you decide.

Nevada prices the filing by authorized shares. NRS 80.050 gives foreign corporations the same filing fees as Nevada corporations, capped at $35,000 for initial qualification. The fee schedule starts at $75 for authorized stock valued at $75,000 or less, then climbs to $175 up to $200,000, $275 up to $500,000 and $375 up to $1,000,000, with $275 more for each further $500,000 or fraction. Shares are valued at par, using a floor of one-tenth of a cent, or at one dollar per no-par share. The office will help you compute it at (775) 684-5708. Since the amount moves with the stock, this page does not quote a single registration fee.

Two more items must go in with the application: the Initial List of Officers and Directors at $150 and the State Business License at $500. The form totals those two at $650. The $500 license is the rate for a foreign corporation that files lists under chapter 80, so it is higher than the rate for other entities. Added to the filing fee, the state collects at least $725, and more when authorized stock passes $75,000.

What the application asks for

• The corporation's name as recorded at home
• The home jurisdiction, with the good-standing box ticked
• The Nevada agent's name, plus a signed acceptance of the appointment
• Authorized shares as recorded at home, or a box for an unlimited-stock or non-stock corporation
• A statement of purpose, required for foreign corporations
• An authorized signer's name, address and signature

The initial list names the president, secretary, treasurer (or equivalents) and every director, with a residence or business address for each. The signer declares under penalty of perjury that the corporation has complied with the state business license chapter, and says whether it is publicly traded.

How it reaches the state

Nevada's online articles filing serves only domestic chapter 78 corporations, which means a foreign qualification travels by post or hand delivery, enclosing a check to the Nevada Secretary of State. After registration, your lists can be submitted through ORION, the portal that succeeded SilverFlume this September.

You do not need to order a certificate of good standing. Nevada instead takes a declaration, signed by an officer or other authorized person, attesting that the company is validly organized and currently in good standing in the state or country that chartered it. The form turns that into a checkbox, and ticking it is a sworn statement, so cure any lapse at home first.

One home-state document does go in. NRS 80.010 calls for a copy of the record most recently filed in the home jurisdiction that sets out the authorized stock, and the form repeats it: list the shares exactly as recorded at home and enclose that document. Articles of incorporation or the latest amendment that fixed the share structure normally serves. Nevada states no age limit. An unlimited-stock or non-stock corporation ticks its matching box and has no share figures to prove.

Nevada will not file a foreign corporation whose name is indistinguishable from another entity's name on file or reserved unless the holder consents in writing. Logos, trademarks and unusual lettering do not make names different. If your home name is unavailable, you submit a modified name resolution with the qualification and operate here under the modified name. A 90-day name reservation is $25. Words such as engineer, architect and accountant, along with some finance terms, need clearance from a Nevada board or the banking regulator first.

The registered agent

Under NRS 80.060, a foreign corporation that owns property or does business in Nevada keeps an agent as NRS 14.020 describes. The filing identifies the agent in one of three ways: a commercial agent's name, a noncommercial agent's name and address, or the title of a corporate office or position. The agent signs an acceptance and resides or is located in Nevada at an actual street address. Nevada lets an entity serve in this role. Serving as agent for ten or more entities requires commercial registered agent status with the Secretary of State.

The statute wants someone on hand at the street address in ordinary business hours, unless it is the agent's residence, and noncompliance carries a fine between $100 and $500 per day. A P.O. box can be a mailing address but not the street address. Swapping agents later is its own filing, and a represented entity pays the state $60 for it.

Qualification starts a yearly cycle. In the month that matches your qualification date, the corporation must deliver its annual list of officers and directors by that month's final day and renew the state business license. The list fee runs from $150, for stock valued at $75,000 or less, up to $11,125 for the largest share structures. The renewal is $500. The Secretary of State sends a reminder about 90 days early, though a missed reminder is no defense.

Falling behind

A late list costs a $75 penalty and a late license costs $100. If the filing, fee and penalty are not in by the end of that month, the corporation forfeits its right to transact business in Nevada. Notices of default and forfeiture go to the registered agent. Reinstating means filing the list, paying each year's fees and penalties for the period in default, plus $300. After five consecutive years of forfeiture the door is closed.

The newspaper statement

NRS 80.190 asks a foreign corporation doing business in Nevada to place a brief public statement in two editions of a paper that is published inside Nevada, one whose total weekly circulation is at least 1,000, no later than March of each year. It names the corporation, the officer submitting it and its office addresses. The Secretary of State says the rule reaches privately held corporations, allows no extensions and does not want the proof filed. Each month the statement stays unpublished costs $100.

Owner records, taxes and leaving

A foreign corporation that is not publicly traded must hold a current roster of its owners of record, kept at its main Nevada office, or by a custodian who can be reached through the registered office (NRS 80.113). State tax registrations sit outside the Secretary of State's filing. To withdraw, the corporation uses the withdrawal option on the dissolution and withdrawal form, and the state's fee is $100.

NRS 80.055 sets a fine of $1,000 to $10,000 for willful noncompliance, recovered in court. Until it qualifies, the corporation may not file or pursue a suit in a Nevada court. A narrow exception covers actions that seek an extraordinary remedy, and those are dismissed without prejudice if qualification has not happened within 45 days. A district attorney or the Attorney General may receive the case from the Secretary of State, and winning allows recovery of investigation costs and legal fees.

The statute is not all downside. A corporation that skipped qualification keeps its valid contracts and may still defend a suit. The state business license has a separate $100 yearly penalty for conducting a business without it, and that statute counts a Nevada registered agent, an office, or a person paid for work done in Nevada as conducting a business. The license question can therefore arise even where the doing-business list is not met.

Mainstay offers a foreign qualification service for corporations formed in other states. It prepares and files the Nevada application, along with the initial list and license form that must go with it. The Nevada agent is free during the first year, and from year two it costs $149 annually. You supply the home-state details, including the stock record. Mainstay does not order home-state documents, and Nevada does not call for a certificate in any case.

The yearly list, the license renewal, taxes and the newspaper statement stay with the corporation. The Nevada foreign qualification page lists the current checkout lines and total, so set them beside the state charges described above. Should a summons or comparable legal paper reach the agent, you can find a scan in your Mainstay account by closing time that same day, with no charge. The Nevada registered agent page explains the agent service in full. Mainstay does not give legal advice and is not a law firm.