Corporate Annual Meetings: What They are and How to Hold and Document Them Correctly
A corporation in Nevada is recommended to hold an annual meeting of its shareholders or members. The meeting may be held anywhere, but must be held in the location and manner provided for in the articles of incorporation and/or bylaws of the corporation. Unless otherwise provided in the articles of incorporation or bylaws, the entire board of directors, any two directors, or the president may call annual and special meetings of the shareholders and directors. NRS 78.310. (more…)
One of the requirements to start a new corporation in Nevada is to complete and file an Annual List of Officers, Directors, and Resident Agent with the Secretary of State’s office “on or before the last day of the first month after filing the articles of incorporation.” NRS 78.150. (more…)
In legal terms, a Registered Agent (“RA”) is a person or business who is designated by a business entity registered with the state to receive service of process when that entity is sued. Service of process is the formal procedure for informing a company that legal action has been filed against it and requiring it to file a response to the same. NRS Chapter 77.
Since a business such as a corporation or limited liability company is not a person, the law requires that a single person be named to accept service of process. A business must therefore designate its RA by filing a form with the Secretary of State. Thereafter, once the RA is served with process papers, the entity is deemed to have received the same and its obligation to respond is triggered.
A joint venture is a contractual relationship in the nature of an informal partnership wherein two or more persons conduct some business enterprise, agreeing to share jointly, or in proportion to capital contributed, in profits and losses. A prime example we see often is a venture for the development of land. In this example, one venturer may own real property and may agree to allow a second venturer to build improvements (an office building, for instance) on the real property and that the venture will sell the real property with the improvements and share in the profits at an agreed-upon rate. (more…)
The elements for the claim of Violation of the Nevada Deceptive Trade Practices Act are:
- Defendants, and each of them, have engaged in deceptive trade practices, violating Nevada Revised Statutes Chapter 598;
- Each Defendant has, in the course of [ITS/HIS/HER] business or occupation, disparaged the goods, services or business of Plaintiff by publishing false or misleading representations of fact to third parties, in violation of NRS 598.0915(8);
- The statements are ones which tend to injure Plaintiff in [ITS/HIS/HER] trade or business or are aimed at Plaintiff’s services;
- Defendants either knew the statements were false and that they defamed Plaintiff, acted in reckless disregard of these matters, or acted negligently in failing to ascertain them;
[ALTERNATIVE, EACH PARAGRAPH OF NRS 598.0915 PROVIDES AN ACT THAT CONSTITUTES A DECEPTIVE TRADE PRACTICE; EACH IS ACTIONABLE; 1. Knowingly passes off goods or services for sale or lease as those of another person; 2. Knowingly makes a false representation as to the source, sponsorship, approval or certification of goods or services for sale or lease; 3. Knowingly makes a false representation as to affiliation, connection, association with or certification by another person; 4. Uses deceptive representations or designations of geographic origin in connection with goods or services for sale or lease; 5. Knowingly makes a false representation as to the characteristics, ingredients, uses, benefits alterations or quantities of goods or services for sale or lease or a false representation as to the sponsorship, approval, status, affiliation or connection of a person therewith; 6. Represents that goods for sale or lease are original or new if he or she knows or should know that they are deteriorated, altered, reconditioned, reclaimed, used or secondhand; 7. Represents that goods or services for sale or lease are of a particular standard, quality or grade, or that such goods are of a particular style or model, if he or she knows or should know that they are of another standard, quality, grade, style or model; 8. Disparages the goods, services or business of another person by false or misleading representation of fact; 9. Advertises goods or services with intent not to sell or lease them as advertised; 10. Advertises goods or services for sale or lease with intent not to supply reasonably expectable public demand, unless the advertisement discloses a limitation of quantity; 11. Advertises goods or services as being available free of charge with intent to require payment of undisclosed costs as a condition of receiving the goods or services; 12. Advertises under the guise of obtaining sales personnel when the purpose is to first sell or lease goods or services to the sales personnel applicant; 13. Makes false or misleading statements of fact concerning the price of goods or services for sale or lease, or the reasons for, existence of or amounts of price reductions; 14. Fraudulently alters any contract, written estimate of repair, written statement of charges or other document in connection with the sale or lease of goods or services; 15. Knowingly makes any other false representation in a transaction; 16. Knowingly falsifies an application for credit relating to a retail installment transaction, as defined in NRS 97.115]
- Pursuant to NRS 41.600(e), Plaintiff is entitled to pursue this action against Defendants, and each of them, for deceptive trade practices. The statute entitles Plaintiff to damages, equitable relief, and [ITS/HIS/HER] costs and attorney fees;
- Plaintiff has been required to retain the services of an attorney to pursue the foregoing claims for relief, and has been further damaged thereby, and therefore is entitled to recover [ITS/HIS/HER] costs and attorney fees pursuant to NRS 41.600(3)(c); and
- Plaintiff has suffered damages.
The Nevada Deceptive Trade Practices Act[i] is a comprehensive consumer protection act, many portions of which apply to all businesses and occupations. If a person makes false or misleading representations or uses deceptive practices in the course of his or her business or occupation, that person may be subject to restraining orders, fines, and criminal penalties.[ii] This Act makes pyramid schemes, [iii] false or misleading solicitation of charitable contributions, [iv] and certain acts with respect to contests, [v] door-to-door sales, [vi] and credit service organizations[vii] “deceptive trade practices” and subjects the person performing any such acts to the penalties listed above. In addition, a victim of deceptive trade practices under this Act can bring an action against the wrongdoer for damages, costs, and reasonable attorney’s fees.[viii]
[i] NRS Chapter 598.
[ii] NRS 598.0979(1), 598.0999.
[iii] NRS 598.110.
[iv] NRS 598.1305.
[v] NRS 598.136 – 598.138.
[vi] NRS 598.140 – 598.2801.
[vii] NRS 598.741 – 598.782.
[viii] NRS 41.600.