Nevada Corporation Establishment - The Role Of The Secretary Of State

September 17, 2004
By Richard Smith

The Nevada Secretary of State for corporations is the elected person who oversees Nevada state laws regarding businesses that wish to incorporate in the state. In this regard, in order for you to qualify for a Nevada corporation establishment, you are required to comply with the following requirements as set out in Nevada state law (the Nevada Business Corporation Act) and as overseen by the Secretary of State:

Select a corporate name, which must (i) be distinguishable from any other name currently in use, or reserved; and (ii) not appear to be that of a natural person (unless additional words such as “corporation”, “corp.”, etc. are used), and file the Articles of Incorporation, which must contain, at minimum, the following details:

• the person, or persons, incorporating the company: must be a minimum of one - over the age of 18;
• the eligibility of the incorporator, i.e. whether they are individuals or corporations;
• the listing requirements of the incorporator, i.e. the names and addresses of the incorporator(s);
• director(s) information - must be at least one;
• eligibility requirements of directors;
• listing details of directors;
• stock information: i.e. number of shares the corporation is authorized to issue, the Articles of Incorporation also need to specify whether or not these shares are to be separated into classes.
• registered agent: every Nevada registered corporation is required to have a registered agent. In this regard, the registered agent is required to sign a Certificate of Acceptance on the Articles of Incorporation

In addition to the above, most Nevada corporations have bylaws (to manage the business) but (a) these are determined by the board of directors of the corporation; and (b) there is no legal requirement that they be filed.

Aside from the above, an annual list of officers, directors and the resident agent also need to be filed with the Secretary of State on an annual basis (last day of the anniversary month of incorporation). In this regard, the Secretary of State is charged with ensuring that a level of good corporate governance be maintained.