Title 7

NRS 78B.080 “Third-party standard” defined. “Third-party standard” means a standard for defining, reporting and assessing overall corporate social and environmental performance: 1. That provides for a comprehensive assessment of the impact of the benefit corporation and its opera…

NRS 78B.090 Applicability. 1. This chapter is applicable to all benefit corporations. 2. The provisions of this chapter do not create any implication that a contrary or different rule of law is or would be applicable to a corporation that is not a benefit corporation. The provisi…

NRS 78B.100 Filing requirements; required provisions of articles of incorporation. A benefit corporation must be formed in accordance with NRS 78.030 to 78.055, inclusive, except that the articles of incorporation must: 1. State that the corporation is a benefit corporation; and …

NRS 78B.110 Procedure for existing corporation to become benefit corporation; procedure for merger, conversion or exchange resulting in formation of benefit corporation. 1. A domestic corporation may become a benefit corporation under this chapter by amending its articles of inco…

NRS 78B.120 Termination of status as benefit corporation; procedure for disposition of all or substantially all of property of benefit corporation. 1. A benefit corporation may terminate its status as a benefit corporation and cease to be subject to this chapter by amending its a…

NRS 78B.130 Required statement on share certificates. In addition to any other statement required by chapter 78 or 78A of NRS, NRS 81.010 to 81.160, inclusive, or chapter 89 of NRS, each certificate representing a share of a benefit corporation shall contain conspicuously on the …

NRS 78B.140 Creation of general and specific public benefits; required and optional provisions of articles of incorporation. 1. A benefit corporation shall have the purpose of creating general public benefit. This purpose is in addition to, and may be a limitation on, the corpora…

NRS 78B.150 Directors: Duties; liability. 1. In discharging the duties of their respective positions, and in considering the best interests of the benefit corporation, the board of directors, committees of the board of directors and individual directors of a benefit corporation m…

NRS 78B.160 Officers: Duties; liability. 1. Each officer of a benefit corporation shall consider the interests and factors described in NRS 78B.150 if: (a) The officer has discretion to act with respect to a matter; and (b) It reasonably appears to the officer that the matter may…

NRS 78B.170 Annual benefit report: Requirement; contents. 1. A benefit corporation shall deliver to each shareholder an annual benefit report which includes the following: (a) A narrative description of: (1) The process and rationale for selecting the third-party standard used to…

NRS 78B.180 Annual benefit report: Preparation by board of directors; required statement by board of directors. 1. The board of directors of a benefit corporation shall prepare and include in the annual benefit report to shareholders required by NRS 78B.170 a statement indicating…

NRS 78B.190 Actions or claims against benefit corporations, directors or officers: Limitations; benefit enforcement proceedings; award of attorney’s fees and expenses. 1. Except in a benefit enforcement proceeding, no person may bring an action or assert a claim against a benefit…

NRS 80.0045 Form required for filing of records. 1. Each record filed with the Secretary of State pursuant to this chapter must be on or accompanied by a form prescribed by the Secretary of State. 2. The Secretary of State may refuse to file a record which does not comply with su…

NRS 80.005 Corporate records: Microfilming; imaging; return. The Secretary of State may microfilm or image any record which is filed in the Office of the Secretary of State by a foreign corporation pursuant to this chapter and may return the original record to the corporation. (A…

NRS 80.006 Procedure to submit replacement page to Secretary of State before actual filing of record. Before the issuance of stock, an incorporator or, after the issuance of stock, an officer of a foreign corporation may authorize the Secretary of State in writing to replace any …

NRS 80.007 Correction of inaccurate or defective record filed with Secretary of State; cancellation of filings. 1. A foreign corporation may correct a record filed in the Office of the Secretary of State if the record contains an incorrect statement or was defectively signed, att…

NRS 80.008 Secretary of State authorized to adopt certain regulations to allow foreign corporation to carry out powers and duties through use of most recent technology. The Secretary of State may adopt regulations to define, for the purposes of certain provisions of this chapter,…

NRS 80.010 Filing requirements; distinguishable name of corporation required; availability of name of revoked, merged or otherwise terminated corporation; limitations; regulations. 1. Before commencing or doing any business in this State, each corporation organized pursuant to th…

NRS 80.012 Name of corporation: Reservation; 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 pursuant to NRS 80.010, for the use of any foreign corporation. During the period, a nam…

NRS 80.015 Activities not constituting doing business. 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 stockholde…

NRS 80.016 Determination of whether solicitation is made or accepted. 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 …

NRS 80.025 Modification of corporate name to qualify to do business: Requirements; procedure. 1. If a foreign corporation cannot qualify to do business in this State because its name does not meet the requirements of NRS 80.010, it may apply for a certificate to do business by ha…

NRS 80.030 Filing of amendatory records after qualification. 1. Each foreign corporation admitted to do business in this State shall, within 90 days after the filing of any record amendatory or otherwise relating to the original articles in the place of its creation, file in the …

NRS 80.040 Required records in foreign language must be accompanied by English translations. 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 …

NRS 80.050 Fees. 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: …

NRS 80.055 Penalty for failure to comply with requirements for qualification; enforcement; regulations. 1. Every corporation which willfully fails or neglects to comply with the provisions of NRS 80.010 to 80.040, inclusive, is subject to a fine of not less than $1,000 but not mo…

NRS 80.060 Requirement. Every foreign corporation owning property or doing business in this State shall appoint and keep in this State a registered agent as provided in NRS 14.020. [Part 1911 CPA § 82; A 1933, 191; 1939, 66; 1931 NCL § 8580]—(NRS A 2007, 2653)

NRS 80.070 Resignation of registered agent or termination of registration of commercial registered agent. 1. If a registered agent resigns pursuant to NRS 77.370 or if a commercial registered agent terminates its registration as a commercial registered agent pursuant to NRS 77.33…

NRS 80.080 Service of process on corporations. 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 80.090 Statute of limitations. If a foreign corporation doing business in this State maintains and keeps in the State a registered agent as provided by NRS 80.060 and files or has microfilmed the papers, records and instruments required by NRS 80.010 to 80.040, inclusive, the…

NRS 80.095 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…

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. [Pa…

NRS 80.110 Filing requirements; fees; powers and duties of Secretary of State; regulations. 1. Each foreign corporation doing business in this State shall, at the time that the information required by NRS 80.010 is filed with the Secretary of State, or, if the foreign corporation…

NRS 80.113 List or statement to be maintained at principal office in this State or with custodian of records; requirement to assist in criminal investigation; failure to comply; regulations. 1. A foreign corporation that is not a publicly traded corporation shall maintain at its …

NRS 80.115 Additional filing requirements for certain corporations: Criteria; statement; fees. 1. At the time of submitting any list required pursuant to NRS 80.110, a corporation that meets the criteria set forth in subsection 2 must submit: (a) The statement required pursuant t…

NRS 80.120 Certificate of authorization to transact business. If a corporation has filed the initial or annual list in compliance with NRS 80.110 and has paid the appropriate fee for the filing, the cancelled check or other proof of payment received by the corporation constitutes…

NRS 80.140 Addresses of officers and directors required; failure to file. 1. Each list required to be filed under the provisions of NRS 80.110 to 80.175, inclusive, must, after the name of each officer and director listed thereon, set forth the address, either residence or busine…

NRS 80.150 Defaulting corporations: Identification; forfeiture of right to transact business; penalty. 1. Any corporation which is required to make a filing and pay the fee prescribed in NRS 80.110 to 80.175, inclusive, and which refuses or neglects to do so within the time provi…

NRS 80.160 Defaulting corporations: Duties of Secretary of State. 1. The Secretary of State shall notify, by providing written notice to its registered agent, each corporation deemed in default pursuant to NRS 80.150. The written notice: (a) Must include a statement indicating th…

NRS 80.170 Defaulting corporations: Conditions and procedure for reinstatement. 1. Except as otherwise provided in subsections 3 and 4 or NRS 80.113, the Secretary of State shall reinstate a corporation which has forfeited or which forfeits its right to transact business under th…

NRS 80.175 Defaulting corporations: Reinstatement or revival under old or new name; regulations. 1. Except as otherwise provided in subsection 2, if a foreign corporation applies to reinstate or revive its charter but its name has been legally reserved or acquired by another arti…

NRS 80.190 Publication of annual statement: Requirements; 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 in two numbers or issues of a newsp…

NRS 80.195 Surrender of right to transact business in State without additional fees and penalties; regulations. 1. The Secretary of State shall authorize a foreign corporation whose right to transact business in this State has been revoked to surrender its right to transact busin…

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 …

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 S…

NRS 80.290 Renewal or revival of right to transact business: Procedure; fee; certificate as evidence; status of corporation. 1. Except as otherwise provided in NRS 80.113, a foreign corporation which was qualified to transact business in this State pursuant to this chapter may, u…