CHAPTER 78 - PRIVATE CORPORATIONS

Nevada Companies Act

Nevada - Private Corporations Nevada - Private Corporations Nevada - Private Corporations

SECRETARY OF STATE: DUTIES AND FEES

NRS 78.755 Duties: Collection of fees; employment of new technology to aid in performance

1. The Secretary of State, for services relating to his official duties and the records of his office, shall charge and collect the fees designated in NRS 78.760 to 78.785, inclusive.

2. The Secretary of State may accept the filing of records by facsimile machine and employ new technology, as it is developed, to aid in the performance of all duties required by law. The Secretary of State may establish rules, fee schedules and regulations not inconsistent with law, for filing records by facsimile machine and for the adoption, employment and use of new technology in the performance of his duties.

[Part 1:52:1933; A 1949, 363; 1951, 393] + [Part 2:52:1933; A 1949, 409; 1943 NCL § 7421.02]-(NRS A 1979, 76; 1991, 1239; 1997, 2810; 2003, 3107)

NRS 78.760 Filing fees: Articles of incorporation

1. The fee for filing articles of incorporation is prescribed in the following schedule:

If the amount represented by the total number of shares provided for in the articles is:

$75,000 or less........................................................................................................... $75

Over $75,000 and not over $200,000...................................................................... 175

Over $200,000 and not over $500,000.................................................................... 275

Over $500,000 and not over $1,000,000................................................................. 375

Over $1,000,000:

For the first $1,000,000...................................................................................... 375

For each additional $500,000 or fraction thereof........................................... 275

2. The maximum fee which may be charged pursuant to this section is $35,000 for:

(a) The original filing of articles of incorporation.

(b) A subsequent filing of any instrument which authorizes an increase in stock.

3. For the purposes of computing the filing fees according to the schedule in subsection 1, the amount represented by the total number of shares provided for in the articles of incorporation is:

(a) The aggregate par value of the shares, if only shares with a par value are therein provided for;

(b) The product of the number of shares multiplied by $1, regardless of any lesser amount prescribed as the value or consideration for which shares may be issued and disposed of, if only shares without par value are therein provided for; or

(c) The aggregate par value of the shares with a par value plus the product of the number of shares without par value multiplied by $1, regardless of any lesser amount prescribed as the value or consideration for which the shares without par value may be issued and disposed of, if shares with and without par value are therein provided for.

Ê For the purposes of this subsection, shares with no prescribed par value shall be deemed shares without par value.

4. The Secretary of State shall calculate filing fees pursuant to this section with respect to shares with a par value of less than one-tenth of a cent as if the par value were one-tenth of a cent.

[Part 1:52:1933; A 1949, 363; 1951, 393]-(NRS A 1975, 478; 1977, 402; 1983, 690; 1989, 978; 1991, 1240; 1993, 555, 978; 1995, 1115; 2001, 1378, 3176, 3199; 2003, 20th Special Session, 37)

NRS 78.765 Filing fees: Certificate changing number of authorized shares; certificate of amendment to articles; certificate of correction; certificate of designation; certificate of termination; certificate of withdrawal

1. The fee for filing a certificate changing the number of authorized shares pursuant to NRS 78.209 or a certificate of amendment to articles of incorporation that increases the corporation’s authorized stock or a certificate of correction that increases the corporation’s authorized stock is the difference between the fee computed at the rates specified in NRS 78.760 upon the total authorized stock of the corporation, including the proposed increase, and the fee computed at the rates specified in NRS 78.760 upon the total authorized capital, excluding the proposed increase. In no case may the amount be less than $175.

2. The fee for filing a certificate of amendment to articles of incorporation that does not increase the corporation’s authorized stock or a certificate of correction that does not increase the corporation’s authorized stock is $175.

3. The fee for filing a certificate or an amended certificate pursuant to NRS 78.1955 is $175.

4. The fee for filing a certificate of termination pursuant to NRS 78.209, 78.380 or 78.390 or a certificate of withdrawal pursuant to NRS 78.1955 is $175.

[Part 1:52:1933; A 1949, 363; 1951, 393]-(NRS A 1983, 691; 1989, 978; 1991, 1240; 1993, 979; 1995, 1115, 2101; 1997, 708; 1999, 1592; 2001, 1379, 3177, 3199; 2003, 20th Special Session, 38)

NRS 78.767 Filing fees: Certificates of restated articles of incorporation

1. The fee for filing a certificate of restated articles of incorporation that does not increase the corporation’s authorized stock is $175.

2. The fee for filing a certificate of restated articles of incorporation that increases the corporation’s authorized stock is the difference between the fee computed pursuant to NRS 78.760 based upon the total authorized stock of the corporation, including the proposed increase, and the fee computed pursuant to NRS 78.760 based upon the total authorized stock of the corporation, excluding the proposed increase. In no case may the amount be less than $175.

(Added to NRS by 1959, 682; A 1983, 691; 1989, 979; 1993, 979; 1995, 1116; 2001, 3177; 2003, 20th Special Session, 39)

NRS 78.780 Filing fee: Certificate of dissolution

The fee for filing a certificate of dissolution whether it occurs before or after payment of capital and beginning of business is $75.

[Part 1:52:1933; A 1949, 363; 1951, 393]-(NRS A 1981, 1890; 1989, 979; 1993, 979; 2001, 3178; 2003, 20th Special Session, 39; 2005, 2252)

NRS 78.785 Miscellaneous fees. [Effective through June 30, 2008.]

1. The fee for filing a certificate of change of location of a corporation’s registered office and resident agent, or a new designation of resident agent, is $60.

2. The fee for certifying a copy of articles of incorporation is $30.

3. The fee for certifying a copy of an amendment to articles of incorporation, or to a copy of the articles as amended, is $30.

4. The fee for certifying an authorized printed copy of the general corporation law as compiled by the Secretary of State is $30.

5. The fee for reserving a corporate name is $25.

6. The fee for signing a certificate of corporate existence which does not list the previous records relating to the corporation, or a certificate of change in a corporate name, is $50.

7. The fee for signing a certificate of corporate existence which lists the previous records relating to the corporation is $50.

8. The fee for signing, certifying or filing any certificate or record not provided for in NRS 78.760 to 78.785, inclusive, is $50.

9. The fee for copies provided by the Office of the Secretary of State is $2 per page.

10. The fees for filing articles of incorporation, articles of merger, or certificates of amendment increasing the basic surplus of a mutual or reciprocal insurer must be computed pursuant to NRS 78.760, 78.765 and 92A.210, on the basis of the amount of basic surplus of the insurer.

11. The fee for examining and provisionally approving any record at any time before the record is presented for filing is $125.

[Part 1:52:1933; A 1949, 363; 1951, 393]-(NRS A 1959, 689; 1975, 565; 1977, 403; 1979, 398; 1981, 141; 1983, 692; 1985, 1873; 1987, 1058; 1989, 979; 1991, 1241; 1993, 979; 1995, 1116; 2001, 1379, 3178, 3199; 2003, 225, 3107; 2003, 20th Special Session, 39; 2005, 2252)

NRS 78.785 Miscellaneous fees. [Effective July 1, 2008.]

1. The fee for certifying a copy of articles of incorporation is $30.

2. The fee for certifying a copy of an amendment to articles of incorporation, or to a copy of the articles as amended, is $30.

3. The fee for certifying an authorized printed copy of the general corporation law as compiled by the Secretary of State is $30.

4. The fee for reserving a corporate name is $25.

5. The fee for signing a certificate of corporate existence which does not list the previous records relating to the corporation, or a certificate of change in a corporate name, is $50.

6. The fee for signing a certificate of corporate existence which lists the previous records relating to the corporation is $50.

7. The fee for signing, certifying or filing any certificate or record not provided for in NRS 78.760 to 78.785, inclusive, is $50.

8. The fee for copies provided by the Office of the Secretary of State is $2 per page.

9. The fees for filing articles of incorporation, articles of merger, or certificates of amendment increasing the basic surplus of a mutual or reciprocal insurer must be computed pursuant to NRS 78.760, 78.765 and 92A.210, on the basis of the amount of basic surplus of the insurer.

10. The fee for examining and provisionally approving any record at any time before the record is presented for filing is $125.

[Part 1:52:1933; A 1949, 363; 1951, 393]-(NRS A 1959, 689; 1975, 565; 1977, 403; 1979, 398; 1981, 141; 1983, 692; 1985, 1873; 1987, 1058; 1989, 979; 1991, 1241; 1993, 979; 1995, 1116; 2001, 1379, 3178, 3199; 2003, 225, 3107; 2003, 20th Special Session, 39; 2005, 2252; 2007, 2650, effective July 1, 2008)

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