LEGISLATIVE CHANGES 2001
PLEASE NOTE THAT THE SECRETARY OF STATE HAS INCREASED ITS BASIC CORPORATION FILING FEE AND ITS EXPEDITE FEE BY $50 EACH, EFFECTIVE AUGUST 1, 2001. In addition, the fee for filing the initial list of officers has been increased by $80 to $165. All incorporation prices will be increased to reflect these changes. Click here for current pricing.
In addition, EFFECTIVE AUGUST 1, 2001, all annual lists must be accompanied by a statement under penalty of perjury that the entity is in compliance with NRS 364A, which requires every business to have a business license. For your convenience, forms for the State business license application are located here.
The following information is taken from the Secretary of State’s website and may be downloaded in Adobe Acrobat (PDF) format here.
Summary of Changes Effective 8/1/2001
Attached is a summary of changes made by the 2001 Nevada Legislature to the Nevada Revised Statutes, which affect customers of the Secretary of State.
Included in this summary are:
Please be advised that the attached is merely a summary and does not purport to specifically set forth all new statutory requirements. Please consult SB 51 and SB 577 for specific requirements.
There may be other statutory changes made by the 2001 Nevada Legislature that are not included in SB 51, SB 577 or this summary, but may affect your entity. Please refer to the Nevada State Legislature bills web page for additional information.
NEW DOCUMENTS TO BE FILED
· Articles of Conversion (Sections 108 – 114 of SB 51; will be a new section in NRS 92A)
1. Allows for the conversion of a domestic general partnership or a domestic entity into another domestic or foreign entity under certain conditions;
2. Allows for the conversion of a foreign entity or a foreign general partnership into a domestic entity under certain conditions.
3. If the resulting entity is a domestic entity, the constituent entity must file the following with the Secretary of State:
a) Articles of Conversion (See section 114 of SB51)
b) A constituent document (See section 114 of SB51)
c) A Certificate of Acceptance of Resident Agent (See section 114 of SB51) and;
d) Must pay the requisite fee to the Secretary of State.
4. If the resulting entity is a foreign entity, the constituent entity must file Articles of Conversion with the Secretary of State and pay the requisite filing fee.
· Articles of Domestication (Section 115 of SB 51; will be a new section in NRS 92A)
1. Allows any undomesticated (non-U.S.) organization to be domesticated in this state.
2. Articles of Domestication executed by an authorized representative of the undomesticated entity must be filed with the Secretary of State and must contain:
(1) Date when and jurisdiction where the undomesticated organization was first formed, incorporated … or otherwise created;
(2) Name of undomesticated organization immediately before filing of Articles of Domestication;
(3) Name and type of domestic entity;
(4) Jurisdiction that constituted the principal place of business or central administration of the undomesticated organization immediately before filing of Article of Domestication.
3. Must file appropriate constituent document for the type of domestic entity.
4. Must file a Certificate of Acceptance of Resident Agent.
5. Must pay the requisite fee to the Secretary of State.
· Initial List of “Officers” now required for all entities
Effective 8/1/2001, all entities will be required to file an “initial list” similar to the lists required of corporations. Fees and due dates will mirror those for corporations. See SB51 and SB577.
· Certificate of Correction
1. Certificate of Correction may now be filed for all entities pursuant to the provisions of SB51 and SB577. Previously, certificates of correction could only be filed for corporate documents.
· Replacement Pages
Replacement pages may now be accepted, prior to the actual filing, for all entity types.
· Certificate of Termination of Amendment
1. A Certificate of Termination may be filed terminating the effectiveness of a certificate. Must be filed pursuant to the provisions of sections 15, 28 or 29 of SB51.
NEW SERVICES PROVIDED
· 2-Hour Expedited Service
1. The Secretary of State will be offering 2-hour expedited service. Documents will be processed and an acknowledgment faxed or e-mailed within 2-hours of receipt. Expedite time begins when the filing is received in “fileable” condition. See new fee schedules for more information. Request forms will be made available by the Secretary of State.
CHANGES IN EXISTING FILING REQUIREMENTS
· Amendments, Designations, Restated Articles no longer need President or Vice president and Secretary or Assistant Secretary Signature
1. Restated Articles must now be signed by an officer of the corporation pursuant to Sections 11, 12 or 30 of SB51. Certificates of Designation no longer need to be acknowledged.
· LP, L.P. Valid Limited Partnership Endings
LP and L.P. are now valid endings for limited partnership. It is no longer a requirement that Limited Partnership be spelled out.
· Annual List to Contain New Declaration
Each annual or initial list must contain a declaration under penalty of perjury that the corporation has complied with the provisions of 364A of NRS. This declaration will be printed on the forms provided by the Secretary of State.
CHANGES IN FEES
There are considerable changes to the fee schedules pursuant to SB577. PLEASE SEE THE ATTACHED SCHEDULES FOR THESE CHANGES. Unless otherwise noted, all fee changes are effective 8/1/2001.
CHANGES IN FILING DATES, TIME PERIODS
· Date on Which Entities Will Go Revoked
Prior to 8/1/2001, entities in default would go into revocation on “the first day of the 9th month following the date in which the filing was required. After 8/1/2001, date of revocation will be the day following the anniversary of the due date (one year and one day, i.e., due June 30, 2001, would go revoked on July 1, 2002).
· Date Original Articles Filed No Longer Necessary On Amendments
· Time Period for Foreign Corporation to File Amendments or Merger
The time period for foreign corporations to file amendment or merger documents increase to 90 days from 30 days.
· Penalties For Filing Fraudulent Documents in the Office of the Secretary of State
SB 356 sets forth the penalties for filing a false or forged instrument in the office of the Secretary of State.
· For copies of the enrolled bills please visit the Legislative Web Site at http://leg.state.nv.us or contact the Legislative Counsel Bureau Bill Publications Office at 775-684-6835.
INITIAL FILING FEE FOR DOMESTIC ARTICLES OF INCORPORATION
AND FOREIGN QUALIFICATION:
(Fee based on the value of the total number of authorized shares stated in the Articles of Incorporation)
$75,000 or less $175.00
$75,001 and not over $200,000 $225.00
$200,001 and not over $500,000 $325.00
$500,001 and not over $1,000,000 $425.00
For the first $1,000,000 $425.00
For each additional $500,000 or fraction thereof $225.00
Maximum fee $25,000.00
For the purpose of computing the filing fee, the value (capital) represented by the total number of shares authorized in the Articles of Incorporation is determined by computing the:
A. total authorized shares multiplied by their par value or;
B. total authorized shares without par value multiplied by $1.00 or;
C. the sum of (a) and (b) above if both par and no par shares.
Filing fees are calculated on a minimum par value of one-tenth of a cent (.001), regardless if the stated par value is less.
Initial Filing Fee for Non Profit Articles of Incorporation Without Stock: $25.00
Initial Filing Fee for Articles of Organization for Limited Liability Companies: $175.00
Initial Filing Fee for Certificate of Limited Partnership: $175.00
Initial Filing Fee for Certificate of Registration for Limited Liability Partnerships: $175.00
Initial Filing Fee for Certificate of Business Trust: $175.00
Initial Filing Fee for Articles of Professional Association: $175.00
MISCELLANEOUS FOR-PROFIT FEES:
Certificate of Amendment, minimum fee $150.00
Certificate pursuant to NRS 78.209, minimum fee $150.00
Certificate pursuant to NRS 78.1955 $150.00
Restated Articles , minimum fee $150.00
Certificate of Correction, minimum fee $150.00
Mergers/Articles of Exchange $325.00
Notice of Cancellation $60.00
Certificate/Articles of Dissolution $60.00
Notice of Withdrawal $60.00
Annual List of Officers, Directors and Resident Agent for Corporations (For Profit) $85.00
Annual List of Managers or Members for Limited Liability Companies $85.00.Annual List of General Partners for Limited Partnerships $85.00
Annual List of Managing Partners for Limited Liability Partnerships $85.00
Annual List of Trustees for Business Trusts $85.00
Annual List of Officers for Professional Associations $85.00
Initial List of Officers, Directors and Resident Agent for Corporations (For Profit) $165.00
Initial List of Managers or Members for Limited Liability Companies $165.00
Initial List of General Partners for Limited Partnerships $165.00
Initial List of Managing Partners for Limited Liability Partnerships $165.00
Initial List of Trustees for Business Trusts $165.00
Initial List of Officers for Professional Associations $165.00
Late Fee on List $50.00
Change of Resident Agent/Address/Records Office $30.00
Resignation of Resident Agent $40.00
Name Reservation $20.00
Certification of Documents - per certification $20.00
Preclearance of any Document $100.00
Miscellaneous Filings $40.00
Certificate of Cancellation - Business Trusts $175.00
MISCELLANEOUS NON-PROFIT FEES:
Non profit - Certificate of Amendment/Correction $25.00
Non profit - List of Officers and Directors $15.00
Non profit - Late Fee on Annual List $ 5.00
Non profit - Certificate of Dissolution $25.00
Non profit - Reinstatement $25.00
All other fees, unless otherwise denoted by statute, are the same as those for profit business entities.
NOTICE: Filings not accompanied by adequate fees for services requested will be returned unfiled.
SPECIAL SERVICES, 24-HOUR AND 2-HOUR EXPEDITE SERVICE:
24-HOUR EXPEDITE SERVICE:
The Secretary of State offers a 24-hour expedite service on most filings processed by this office. If you choose to utilize the 24-hour expedite service, please enclose with your filing an additional $100.00 per filing and/or order. Please note that this expedite fee is in addition to the standard filing fee charged on each filing and/or order.
24-HOUR EXPEDITE FEES:
The expedite fee for most services provided by the Secretary of State of State is $100.00 per filing. There are, however, several services that have different expedite fees. The main filings and the associated expedite fees are as follows:
Articles of Incorporation $100.00
Articles of Organization, Limited Liability Companies $100.00
Articles of Organization, Limited Liability Partnerships $100.00
Certificate of Limited Partnership $100.00
Foreign Qualifications $100.00
Amendments and Mergers $100.00
Preclearance of any document $100.00
Certificate of Good Standing $50.00
Annual Lists and Late Lists $50.00
Name Reservation $20.00
Resident Agent Changes $20.00
Resident Agent Resignation $20.00
For information regarding the expedite fee for services not listed above, please call this office at (775)684-5708.
Each filing submitted receives same day filing date and may be picked up within 24 hours. Filings to be mailed will be mailed out no later than the next business day following receipt. Expedite period begins when filing or service request is received in this office in fileable form.
The Secretary of State reserves the right to extend the expedite period in times of extreme volume, staff shortages, or equipment malfunction. These extensions are few and will rarely extend more than a few hours.
2-HOUR EXPEDITE SERVICE:
The Secretary of State offers a 2-hour expedite service on most filings processed by this office. If you choose to utilize the 2-hour expedite service, please enclose with your filing an additional $500.00 per filing and/or order. Please note that this expedite fee is in addition to the standard filing fee charged on each filing and/or order.
IMPORTANT: To ensure 2-hour service, please use 2-hour Expedite Request Form provided by the Secretary of State. Please indicate method of delivery.
For information regarding the 2-hour expedite service, please call this office at (775)684-5708.
Each filing submitted for 2-hour expedite receives same day filing date and will be acknowledged by fax or e-mail within 2-hours. Filings may be picked up within 2-hours.
Filings to be mailed will be mailed out no later than the next business day following receipt.
Expedite period begins when filing or service request is received in this office in fileable form.
The Secretary of State reserves the right to extend the expedite period in times of extreme volume, staff shortages, or equipment malfunction. These extensions are few and will rarely extend more than a few minutes.
*Failure to indicate method of acknowledgment (fax or e-mail) or to provide a correct fax number or e-mail address may prevent the Secretary of State from acknowledging the filing of such documents.
COPIES & CERTIFICATION SERVICES:
The following is a list of copies and certification services and the associated fees. Fees are per document unless otherwise noted.
Copies $1.00 per page
Certification of Document $20.00
Certificate of Existence (evidence of good standing - short form) $40.00
Certificate of Existence (listing amendments - long form) $40.00
Certificate Evidencing Name Change $40.00
Certificate of Fact of Merger $40.00
Certificate of Default $40.00
Certificate of Revocation $40.00
Certificate of Dissolution $40.00
Certificate of Withdrawal $40.00
Certificate of Cancellation $40.00
Certificate of Non-Existence $40.00
Miscellaneous Certificates $40.00
Apostille (Hague Treaty Nations)/Certification (Non-Hague Treaty Nations) $20.00
Expedite service is available for copies, certificate and certification services. Fees for expedite service are in addition to the fees as listed above.
24 Hour Expedite Service:
Copies (per entity name):
1 to 10 pages $50.00
11 or more pages $100.00
Certificates (per entity name):
1 to 10 certificates $50.00
11 or more certificates $100.00
Search (per entity name):
Expedite fee on search only; additional expedite fee required for copies $20.00
4-Hour Expedite Service:
CERTIFICATES ONLY (per entity name):
1 or more certificates $100.00.
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Silver Shield Services, Inc.
3315 Hwy 50
Silver Springs, Nevada 89429
(775) 577-4822 - Telephone
(775) 546-9955 - fax
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