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Nevada Registered Agent Service™ The PREFERRED choice in Registered Agents since 1991 |
Articles of Domestication
In Nevada, domestication is a process that allows
a foreign entity to incorporate in Nevada. An example of a foreign entity is a business that was officially
formed in another state. Once domesticated, the entity will be fully recognized
in the state and must comply with all Nevada laws.
In order to domesticate, you will be required to file
the Articles of Domestication pursuant to NRS 92A. 270 with the Secretary of State. The final step for moving a foreign entity to Nevada is to
register your business as a foreign entity in Nevada pursuant to NV Rev Stat §
86.544 (2013). To proceed with filing Articles of Domestication you will
need to pay for registering your business as a foreign entity in Nevada as well
as the cost of filing the Articles of Domestication.
NV Rev Stat § 92A.270 (2013)
1. Any undomesticated
organization may become domesticated in this State as a domestic entity by:
(a) Paying to the
Secretary of State the fees required pursuant to this title for filing the
charter document; and
(b) Filing with the
Secretary of State:
(1) Articles of
domestication which must be signed by an authorized representative of the
undomesticated organization approved in compliance with subsection 6;
(2) The appropriate
charter document for the type of domestic entity;
(3) The information
required pursuant to NRS 77.310;
(4) A certified copy of
the charter document, or the equivalent, if any, of the undomesticated
organization; and
(5) A certificate of good
standing, or the equivalent, from the jurisdiction where the undomesticated
organization was chartered immediately before filing the articles of
domestication pursuant to subparagraph (1).
2. The articles of
domestication must set forth the:
(a) Date when and the jurisdiction
where the undomesticated organization was first formed, incorporated, organized
or otherwise created and, if applicable, any date when and jurisdiction where
the undomesticated organization was chartered after its formation;
(b) Name of the
undomesticated organization immediately before filing the articles of
domestication;
(c) Name and type of
domestic entity as set forth in its charter document pursuant to subsection 1;
and
(d) Jurisdiction that
constituted the principal place of business or central administration of the
undomesticated organization, or any other equivalent thereto pursuant to
applicable law, immediately before filing the articles of domestication.
3. Upon filing the
articles of domestication and the charter document with the Secretary of State,
and the payment of the requisite fee for filing the charter document of the
domestic entity, the undomesticated organization is domesticated in this State as
the domestic entity described in the charter document filed pursuant to
subsection 1. The existence of the domestic entity begins on the date the
undomesticated organization began its existence in the jurisdiction in which
the undomesticated organization was first formed, incorporated, organized or
otherwise created.
4. The domestication of
any undomesticated organization does not affect any obligations or liabilities
of the undomesticated organization incurred before its domestication.
5. The filing of the
charter document of the domestic entity pursuant to subsection 1 does not
affect the choice of law applicable to the undomesticated organization. From
the date the charter document of the domestic entity is filed, the law of this
State applies to the domestic entity to the same extent as if the
undomesticated organization was organized and created as a domestic entity on
that date.
6. Before filing articles
of domestication, the domestication must be approved in the manner required by:
(a) The document,
instrument, agreement or other writing governing the internal affairs of the
undomesticated organization and the conduct of its business; and
(b) Applicable foreign
law.
7. When a domestication
becomes effective, all rights, privileges and powers of the undomesticated
organization, all property owned by the undomesticated organization, all debts
due to the undomesticated organization, and all causes of action belonging to
the undomesticated organization are vested in the domestic entity and become
the property of the domestic entity to the same extent as vested in the
undomesticated organization immediately before domestication. The title to any
real property vested by deed or otherwise in the undomesticated organization is
not reverted or impaired by the domestication. All rights of creditors and all
liens upon any property of the undomesticated organization are preserved
unimpaired and all debts, liabilities and duties of an undomesticated
organization that has been domesticated attach to the domestic entity resulting
from the domestication and may be enforced against it to the same extent as if
the debts, liability and duties had been incurred or contracted by the domestic
entity.
8. When an undomesticated
organization is domesticated, the domestic entity resulting from the
domestication is for all purposes deemed to be the same entity as the
undomesticated organization. Unless otherwise agreed by the owners of the
undomesticated organization or as required pursuant to applicable foreign law,
the domestic entity resulting from the domestication is not required to wind up
its affairs, pay its liabilities or distribute its assets. The domestication of
an undomesticated organization does not constitute the dissolution of the
undomesticated organization. The domestication constitutes a continuation of
the existence of the undomesticated organization in the form of a domestic
entity. If, following domestication, an undomesticated organization that has
become domesticated pursuant to this section continues its existence in the
foreign country or foreign jurisdiction in which it was existing immediately
before the domestication, the domestic entity and the undomesticated
organization are for all purposes a single entity formed, incorporated,
organized or otherwise created and existing pursuant to the laws of this State
and the laws of the foreign country or other foreign jurisdiction. If,
following domestication, an undomesticated organization that has become
domesticated pursuant to this section does not continue its existence in the
foreign country or foreign jurisdiction in which it existed immediately before
the domestication, the domestic entity resulting from the domestication continues
and is not required to wind up its affairs, pay its liabilities or distribute
its assets.
9. The owner liability of
an undomesticated organization that is domesticated in this State:
(a) Is not discharged,
pursuant to the laws of the previous jurisdiction of the organization, to the
extent the owner liability arose before the effective date of the articles of
domestication;
(b) Does not attach,
pursuant to the laws of the previous jurisdiction of the organization, to any
debt, obligation or liability of the organization that arises after the
effective date of the articles of domestication;
(c) Is governed by the law
of the previous jurisdiction of the organization, as if the domestication has
not occurred, for the collection or discharge of owner liability not discharged
pursuant to paragraph (a);
(d) Is subject to the
right of contribution from any other shareholder, member, trustee, partner,
limited partner or other owner of the undomesticated organization pursuant to
the laws of the previous jurisdiction of the organization, as if the domestication
has not occurred, for the collection or discharge of owner liability not
discharged pursuant to paragraph (a); and
(e) Applies only to the
debts, obligations or liabilities of the organization that arise after the
effective date of the articles of domestication if the owner becomes subject to
owner liability or some or all of the debts, obligations or liabilities of the
undomesticated entity as a result of its domestication in this State.
10. As used in this
section:
(a) Owner liability means
the liability of a shareholder, member, trustee, partner, limited partner or
other owner of an organization for debts of the organization, including the
responsibility to make additional capital contributions to cover such debts.
(b) Undomesticated
organization means any incorporated organization, private law corporation,
whether or not organized for business purposes, public law corporation,
limited-liability company, general partnership, registered limited-liability
partnership, limited partnership or registered limited-liability limited
partnership, proprietorship, joint venture, foundation, business trust, real
estate investment trust, common-law trust or any other unincorporated business
formed, organized, created or the internal affairs of which are governed by the
laws of any foreign country or jurisdiction other than this State.
(Added to NRS by 2001,
1405; A 2001, 3199; 2003, 3187; 2007, 2702; 2009, 1719, 2859; 2013, 1283)
Nevada
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is no key to business success, the door is always open” - Marc Gohres
Nevada
Commercial Registered Agent
Entity # E0502742015-6
NV Business ID NV20151637034
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