§ 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 the laws of another state, territory, the District of Columbia, a possession 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:
(1) The information required pursuant to NRS 77.310 . The street address of the registered agent is the registered office of the corporation in this State.
(2) A statement signed by an officer of the corporation, or some other person specifically authorized by the corporation to sign the statement, setting forth:
(I) A general description of the purposes of the corporation;
(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;
(III) A declaration of the existence of the corporation and the name of the jurisdiction of its incorporation or the governmental acts or other instrument of authority by which the corporation was created; and
(IV) A declaration that the corporation is in good standing in the jurisdiction of its incorporation or creation.
(b) Lodge in the Office of the Secretary of State a copy of the record 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 records required by subsection 1 for any foreign corporation whose name is not distinguishable on the records of the Secretary of State from the names of all other artificial persons formed, organized, registered or qualified pursuant to the provisions of this title that are on file in the Office of the Secretary of State and all names that are reserved in the Office of the Secretary of State pursuant to the provisions of this title, unless the written, acknowledged consent of the holder of the name on file or reserved name to use the same name or the requested similar name accompanies the articles of incorporation.
3. For the purposes of this section and NRS 80.012 , a proposed name is not distinguishable from a name on file or reserved solely because one or the other names contains distinctive lettering, a distinctive mark, a trademark or trade name, or any combination thereof.
4. The name of a foreign corporation whose charter has been revoked, which has merged and is not the surviving entity or whose existence has otherwise terminated is available for use by any other artificial person.
5. The Secretary of State shall not accept for filing the records 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,” “registered 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 .
6. The Secretary of State shall not accept for filing the records required by subsection 1 or NRS 80.110 for any foreign corporation if the name of the corporation contains the words “architect,” “architecture,” “registered architect,” “licensed architect,” “registered interior designer,” “registered interior design,” “residential designer,” “registered residential designer,” “licensed residential designer” or “residential design” unless the State Board of Architecture, Interior Design and Residential Design certifies that:
(a) The principals of the corporation are holders of a certificate of registration to practice architecture or residential design or to practice as a registered interior designer, as applicable, pursuant to the laws of this State; or
(b) The corporation is qualified to do business in this State pursuant to NRS 623.349 .
7. The Secretary of State shall not accept for filing the records required by subsection 1 or NRS 80.110 for any foreign corporation if it appears from the records 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.
8. The Secretary of State shall not accept for filing the records required by subsection 1 or NRS 80.110 for any foreign corporation if the name of the corporation contains the word “accountant,” “accounting,” “accountancy,” “auditor” or “auditing” unless the Nevada State Board of Accountancy certifies that the foreign corporation:
(a) Is registered pursuant to the provisions of chapter 628 of NRS; or
(b) Has filed with the Nevada State Board of Accountancy under penalty of perjury a written statement that the foreign corporation is not engaged in the practice of accounting and is not offering to practice accounting in this State.
9. The Secretary of State may adopt regulations that interpret the requirements of subsections 1 to 8, inclusive.
10. A person shall not file the records required by subsection 1 for any illegal purpose or with the fraudulent intent to conceal any business activity, or lack thereof, from another person or a governmental agency.

Legislative History

[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 ; 1999, 1595 , 1707 , 2442 ; 2001, 101 , 109 ; 2003, 3112 ; 2003, 20th Special Session, 41 ; 2007, 3 , 2651 ; 2013, 844 )