Archive for: September, 2017

What Are They and Why You Must Hold and Document Them Correctly

Corporate Annual Meetings: What Are They and Why You Must Hold and Document Them Correctly?

Corporate Annual Meetings: What Are They 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…)

Business Entities: Initial List of Officers and Directors and State Business License.

Business Entities: Initial List of Officers and Directors and State Business License.

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…)

Business Entities: What is a Registered Agent in Nevada?

Business Entities: What is a Registered Agent in Nevada?

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 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.