Nevada Revised Statutes 80.290 – Renewal or revival of right to transact business: Procedure; fee; certificate as evidence; status of corporation
1. Except as otherwise provided in NRS 80.113, a foreign corporation which was qualified to transact business in this State pursuant to this chapter may, upon complying with the provisions of NRS 80.170, procure a renewal or revival of its right to transact business in this State for any period, together with all the rights, franchises, privileges and immunities, and subject to all its existing and preexisting debts, duties and liabilities secured or imposed by its original qualification to transact business in this State and amendments thereto, or existing qualification to transact business in this State, by filing:
Terms Used In Nevada Revised Statutes 80.290
- Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
- Evidence: Information presented in testimony or in documents that is used to persuade the fact finder (judge or jury) to decide the case for one side or the other.
- Jurisdiction: (1) The legal authority of a court to hear and decide a case. Concurrent jurisdiction exists when two courts have simultaneous responsibility for the same case. (2) The geographic area over which the court has authority to decide cases.
- Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.
- person: means a natural person, any form of business or social organization and any other nongovernmental legal entity including, but not limited to, a corporation, partnership, association, trust or unincorporated organization. See Nevada Revised Statutes 0.039
(a) A certificate with the Secretary of State, which must set forth:
(1) The name of the foreign corporation, which must be the name of the foreign corporation at the time of the renewal or revival, or its name at the time its original qualification to transact business in this State expired.
(2) The information required pursuant to NRS 77.310.
(3) The date on which the renewal or revival of the qualification to transact business in this State is to commence or be effective, which may be, in cases of a revival, before the date of the certificate.
(4) The time for which the renewal or revival is to continue.
(5) That the foreign corporation desiring to renew or revive its right to transact business in this State is, or has been, organized and carrying on the business authorized by its existing or original qualification to transact business in this State and amendments thereto, and desires to renew or continue through revival its qualification to transact business in this State pursuant to and subject to the provisions of this chapter.
(b) A list of its president, secretary and treasurer, or the equivalent thereof, and all of its directors and their addresses, either residence or business.
(c) A declaration under penalty of perjury, on a form provided by the Secretary of State, that the renewal or revival is authorized by a court of competent jurisdiction in this State or by the duly elected board of directors of the foreign corporation or, if the foreign corporation does not have a board of directors, the equivalent of such a board.
2. A foreign corporation whose qualification to transact business in this State has not expired and is being renewed shall cause the certificate to be signed by an officer of the corporation. The certificate must be approved by a majority of the voting power of the shares of the foreign corporation.
3. A foreign corporation seeking to revive its qualification to transact business in this State shall cause the certificate to be signed by a person or persons designated or appointed by the stockholders of the foreign corporation. The signing and filing of the certificate must be approved by the written consent of the stockholders of the foreign corporation holding at least a majority of the voting power and must contain a recital that this consent was secured. If no stock has been issued, the certificate must contain a statement of that fact, and a majority of the directors then in office may designate the person to sign the certificate. The foreign corporation shall pay to the Secretary of State the fee required to qualify a foreign corporation to transact business in this State pursuant to the provisions of this chapter.
4. The filed certificate, or a copy thereof which has been certified under the hand and seal of the Secretary of State, must be received in all courts and places as prima facie evidence of the facts therein stated and of the qualification to transact business in this State of the foreign corporation therein named.
5. Except as otherwise provided in NRS 80.175, a renewal or revival pursuant to this section relates back to the date on which the foreign corporation’s qualification to transact business in this State expired or was forfeited and renews or revives the foreign corporation’s qualification to transact business in this State as if such right had at all times remained in full force and effect.