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Legislative Update-New Business Laws in Nevada

Effective July 1, 2009

Registered Agent Resignation (Senate Bill 55)

Title 7 of the Nevada Revised Statutes (NRS) no longer requires a registered agent to provide the name and address of each entity noticed of a resignation. The Registered Agent will provide the Secretary of State with its RA resignation form, a written affidavit that includes the name of each entity from which it resigns but excludes the contact information of each entity.

Cancellation of Filing Prior to Process Completion (Senate Bill 55)

The Secretary of State may charge a cancellation fee of $50 on each unprcessed filing for which a customer wishes to cancel. 

Filing, Default and Revocation Notices (Senate Bill 55)

In an effort to further standardize notification processes, the Secretary of State will no longer provide a blank form with mailed notifications. Forms may be obtained by visiting their website at www.nvsos.gov. Electronic notification and delivery of lists due will still be available to those registered agents that have signed up to be commercial registered agents pursuant to NRS Chapter 77. 

Domestication of non-Nevada Entities (Senate Bill 55)

Non- Nevada entities desiring to domesticate under Nevada Law may do so using the provisions of NRS 92A.270. Previously these provisions only applied to non-U.S. entities, but may now be used for the domestication of non-Nevada entities both in and out of the United States. Forms will be updated and available at www.nvsos.gov.

Charging Order Changes (Senate Bill 55)

Changes were made to the charging order provisions regarding number of stockholder requirements and the rights of assignees and the preclusion of a judgment creditor from participating in the management of a corporation or becoming a director of a corporation. While this will have no effect on the Secretary of State’s filing processes, it does offer additional protection to the shareholders of a corporation.

 Effective October 1, 2009

Doing Business in Nevada without Proper Registration (Senate Bill 350)

Foreign and domestic business entities and those businesses purporting to do business in the state without filing organizational documents with the Secretary of State are subject to a fine of from $1,000 – $10,000. The Secretary of State now will contact the district attorney or the Attorney General to commence action to recover the fine.

“Restricted” designation for Limited Liability Companies and Limited Partnerships (Senate Bill 350)

Limited Liability Companies and Limited Partnerships may elect to be restricted. Designation requires certain conditions. Forms will be amended to include a place to designate the restriction and made available prior to October 1, 2009.

Payment & Issuance of State Business License Fee (Assembly Bill 146)

The State Business License applications, renewals and related fees will be collected and issued by the Secretary of State. Pursuant to AB 146 passed by the 2009 Nevada Legislature, the authority for the State Business License was transferred from the Department of Taxation to the Secretary of State. The due date of the application or renewal of the business license is based upon the due date of the initial or annual list, whichever is applicable, required to be filed with the Secretary of State. Business entities that are not required to file organizational documents or an initial or annual list of officers with the Secretary of State, such as sole proprietorships and general partnerships will also be required to file for the State Business License with the Secretary of State when they commence business in Nevada and renew every year by the end of the month in which the anniversary of their initial registration falls. The State Business License fee increased from $100 to $200 as of July 1, 2009, however, the Secretary of State collection is not effective until October 1, 2009. The Department of Taxation will handle any new license application or renewals of the State Business License through September 30, 2009

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