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Do I Have to Publish an Annual Statement in Nevada?
Last updated Sunday, April 7, 2024
Nevada requires all foreign corporations doing
business in the state to publish an annual statement every year. The March due
date for many corporations means that newspapers will often send out their
solicitations for publication during the first few months of each year. We
generally see the notices sent by either the Nevada Legal Press or
the Reno
Gazette-Journal. You are not required to use either one of these
companies to fulfill your annual requirement, but you can.
The Nevada annual statement for foreign corporations is a
statutory requirement pursuant to Nevada
Revised Statutes §80.190 and it must include the following:
1. Name
of the corporation
2. Name
and title of the corporate officer submitting the statement
3. Mailing
or street address of the corporation’s principal office
4. Mailing
or street address of the corporation’s office in Nevada, if there is one
This statement
must appear in two (2) issues of any newspaper published in Nevada that has a
total weekly circulation of 1,000 or more. The Nevada newspapers and
publications that fit the circulation requirement typically have a form
available on their website under the “Legal Publications” header. A quick
internet search for “Nevada Annual Statement Publication” will provide you with
several options for newspapers that will publish your statement. There is
no statutory fee set for the publication and each company will set its own
fees, so you can choose what’s right for your company and your bottom line.
Once you
properly publish your statement in the required number
of issues, you have completed your publication responsibility for the
current year. You do not have to file any kind of notification with
the Secretary of State stating that you’ve published the statement. You simply
need to keep the evidence of the fulfilled requirement provided to you by the
publication you choose to use – just in case you need to provide proof. The
statement is considered made on time as long as the publication is completed by
the end of March. If your corporation
operates on a fiscal year basis that is different from the calendar year, you
will have a different due date. You must publish the statement no later
than the end of the third month following the end of each fiscal year.
More
and more, we see these publication companies sending the notices to ALL foreign
entity types—corporations, LLCs (limited liability
companies) and limited partnerships.
However, the
statute only addresses foreign corporations – both profit and nonprofit. The Nevada
Secretary of State has confirmed that the requirement only applies to foreign
corporations. If your entity is an LLC or Partnership, you probably do
not have to publish a statement.
You
make get this confirmation and additional information directly from the Nevada Secretary of State website at https://www.nvsos.gov/sos/businesses/commercial-recordings/foreign-corporation-publication-requirements
You
might wonder why you really need to make the publication if evidence of it does
not have to be filed. The state simply wants to allow its citizens to have easy
access to management and location information for corporations that are not
domestic to Nevada. As an incentive for corporations to fulfill this
requirement, the statute allows for a fine of $100 per month that the statement
has not been published for any corporation that does not complete the
publication. Any district attorney in Nevada is authorized to bring a suit
against the company to recover the penalty for their county. Only the first
county to file suit is able to recover the penalty but if no county files suit,
the Attorney General of Nevada may also recover the penalty for the state.
Many
people either overlook the Annual Statement Publication requirement or simply
get it mixed up with the “Annual List of Officers, Directors and State Business
License Application”. These are two separate requirements for foreign
corporations. The annual list and business license application is filed
with the Secretary of State and is due from all entities on an annual basis
during the month in which the corporation was organized or qualified to do
business in Nevada. You should be aware of all of the different requirements
you must meet to keep your company current with each state where you are
registered.
Nevada
Commercial Registered Agent
Entity # E0502742015-6
NV Business ID NV20151637034
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© 2024 Marc Gohres
Revised April 7, 2024 10:24 AM
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