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By Elizabeth G. Grigorian, Senior Regional Paralegal for CT Corporation.
Did you recently receive a notice from a newspaper or other publication located in Nevada? During the first quarter of each calendar year, our customers begin to receive such notices from a company in Nevada soliciting them to make a “required annual statement publication”. They then turn to us at CT to ask, “What does this mean? Can I just ignore it?”
With all of the various scams being run across the country regarding corporate compliance issues, it’s understandable that you might be a little cautious when you receive a notice like this that seems to come at you out of the blue – especially if you don’t know the sender. And you should be cautious.
While a notice from a newspaper to publish your statement is a solicitation – this particular type of notice is not a scam. This is one of those notices you may need to pay attention to.
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 this time of year.
CT Observation: The term “foreign corporation” in this context does not refer to another country. Instead, it refers to another U.S. state where a corporation registers or qualifies to do business, which is different from the corporation’s domestic state where it was incorporated.
The Nevada annual statement for foreign corporations is a statutory requirement pursuant to Nevada Revised Statutes §80.190 and it must include:
This statement has to appear in two (2) issues of any newspaper published in Nevada that has a total weekly circulation of 1,000 or more.
CT Observation: 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 Google 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.
CT Observation: 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.
Who Is this Company Sending Me the Notice?
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.
More and more, we see these 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 also confirmed that the requirement only applies to foreign corporations.
CT Observation: If your entity is an LLC or Partnership, you probably do not have to publish a statement – but you should seek the advice of counsel to determine if there is any reason that your specific entity would be required to make this publication.
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.
No! 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.
CT Observation: 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.
For additional information about Nevada’s “Annual List of Officers, Directors, and State Business License Application” requirements, contact your CT Service Team.
Updated for 2017 due dates.
Originally published in March 2015.
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