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nevada company law

Chapter 87 Nevada Private Corporations Act – Company Law

Chapter 87 of the Nevada Private Corporations Act is the primary legislation that regulates registration and operation of corporations in Nevada. You will find below the key extracts from the chapter along with the full act.

Company Name

The name proposed for a corporation must be distinguishable on the records of the Secretary of State from the names of all other artificial persons formed, organised, 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.

Articles of Incorporation

The articles of incorporation must set forth:

The name of the corporation. A name appearing to be that of a natural person and containing a given name or initials must not be used as a corporate name except with an additional word or words such as “Incorporated,” “Limited,” “Inc.,” “Ltd.,” “Company,” “Co.,” “Corporation,” “Corp.,” or other word which identifies it as not being a natural person.

The number of shares the corporation is authorised to issue and, if more than one class or series of stock is authorised, the classes, the series and the number of shares of each class or series which the corporation is authorised to issue, unless the articles authorised the board of directors to fix and determine in a resolution the classes, series and numbers of each class .

The names and addresses, either residence or business, of the first board of directors or trustees, together with any desired provisions relative to the right to change the number of directors.

The name and address, either residence or business, of each of the incorporators signing the articles of incorporation.

Registered Office and Registered Agent

Every corporation must have a registered agent who resides or is located in this State. Each registered agent must have a street address for receiving service of process, which is the registered office of the corporation in this State. If the registered agent is in the business of acting as a registered agent for more than one business entity, the physical street address of the registered office must be in a location for which such use is not prohibited by any local ordinance.

Directors

The business of every corporation must be managed under the direction of a board of directors or trustees, all of whom must be natural persons who are at least 18 years of age. A corporation must have at least one director, and may provide in its articles of incorporation or in its bylaws for a fixed number of directors or a variable number of directors, and for the manner in which the number of directors may be increased or decreased. Unless otherwise provided in the articles of incorporation, directors need not be stockholders.

Company Restoration

Any corporation existing on or incorporated after April 1, 1925, desiring to renew or revive its corporate existence, upon complying with the provisions of this chapter, is and continues for the time stated in its certificate of renewal to be a corporation, and in addition to the rights, privileges and immunities conferred by its original charter, possesses and enjoys all the benefits of this chapter that are applicable to the nature of its business, and is subject to the restrictions and liabilities by this chapter imposed on such corporations.

Except as otherwise provided, a renewal or revival relates back to the date on which the corporation’s charter expired or was revoked and renews or revives the corporation’s charter and right to transact business as if such right had at all times remained in full force and effect.