Nevada Corporation Law
Nevada allows a corporation to be formed for any lawful business activity. The corporate purpose need not be stated in the articles of incorporation. The name of the corporation must be distinguishable from any other registered Nevada business entity and any reserved names on record, subject to certain exceptions under state law. The name must not appear to be that of a natural person or a given name without the addition of another word or words that distinguish it from a natural person, such as the word or abbreviation of “Incorporated”, “Limited”, “Company, or “Corporation”.
When incorporating in Nevada, articles of incorporation must be filed with the Nevada Secretary of State. There should be one or more incorporators. An incorporator can be any entity or person. The name and address of each incorporator must be listed in the articles. There should be one or more directors for the corporation. A director must be a natural person at least 18 years old. The articles of incorporation or bylaws may prescribe additional qualifications for directors. The names and addresses of the initial directors must be listed in the articles of incorporation.
The number of shares that the corporation is authorized to issue must be stated in the articles. The number of shares of each class and/or series must also be stated in the articles. The Articles must also contain the street and mailing address of the corporation’s initial resident agent. If the corporation is registered as an investment company, any provision limiting or eliminating annual shareholder meetings must be listed in the articles.
Nevada corporations generally have bylaws that are written to manage the business and affairs of the corporation. A corporation maintains its bylaws at its principal executive office and is not required to file them with the state. Officers may be listed in the bylaws or elected by the board, and may appoint other officers, in compliance with the bylaws. They must be natural persons, and a corporation is required to have at least a president, secretary and treasurer. Any officer may hold more than one office in the corporation.
The board of directors has full control over the affairs of the corporation subject only to such limitations as provided by Chapter 78 of Nevada Revised Statute. The directors may make the bylaws of the corporation.
Every Nevada Corporation must have a resident agent in Nevada, the person or entity designated to receive official state correspondence and notice if the corporation is “served” with a lawsuit. The resident agent must maintain a business office which is open during regular business hours, and must either reside or be located in the state. The resident agent must sign a Certificate of Acceptance on the articles of incorporation.