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Foreign Corporations doing business in or which have not transacted any business in Nevada but want to be qualified to do so need to publish a list
of assets and liabilities.
NRS 80.190(1) contains a list of required disclosures.
All assets and liabilities of the corporation must be reported, including but not limited to the ones in Nevada. Reporting only Nevada assets and
liabilities does not comply with the statute. The precise amounts of assets and liabilities will not be calculated by the date the annual statement is due,
therefore you your best estimate of total assets and liabilities.
When the exact assets and liabilities are known, you should publish a supplemental statement with the correct numbers. A corporation must list its total
assets & liabilities for the last calendar year regardless of whether or not the corporation did any business in Nevada in the prior years.
It is important to be aware the statute does not provide for any extensions of the publication of the annual statement. However, it doesn’t matter which
newspaper you choose, as long as the newspaper is published in Nevada and a total weekly circulation of at 1000.
If you would like to know if you are doing business in Nevada, there is a list of activities that do NOT constitute the transaction of business in Nevada
in NRS 80.015.
If you are a partnership or LLC you do NOT need to comply with NRS 80.190.
This only applies to foreign corporations. However, the term "corporation" encompasses privately held (or close) corporations and the publication requirement
has no exception for non-profit corporations.
After you have complied with NRS 80.190 and the newspaper has sent you a
proof of publication, you should keep the proof of publication in your files in case you are asked for it by the Secretary of State, Attorney General or a
District Attorney.
A foreign corporation that fails to comply with NRS 80.190 is subject to a $100 per month fine. NRS 80.190(3).
Furthermore, a foreign corporation that fails to comply with NRS 80.190 is not authorized to transact business in Nevada. Nevada Attorney General Opinion 1959-16
(March 4, 1959).
A foreign corporation that wants to transact business in Nevada must comply with the requirements of NRS Chapter 80. For example, a foreign corporation
must file certain documents (NRS 80.010 and NRS 80.110), appoint a resident agent
(NRS 80.060) and pay all applicable fees (NRS 80.050 and NRS 80.110).
A foreign corporation should carefully review NRS Chapter 80 to ensure it is in full compliance with the law.
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