Foreign Corporations Publication Requirements

Frequently Asked Questions

• I received a notice from a Nevada newspaper stating that I need to publish a list of assets and liabilities. Do I need to do this?
• What needs to be published?
• Do I need to list all assets and liabilities of my corporation, or only the assets and liabilities in Nevada?
• The precise amounts of assets and liabilities will not be calculated by the date the annual statement is due. What should I do?
• Can I get an extension on the due date for publication of the annual statement?
• Does it matter what newspaper I use?
• How do I know if I am doing business in Nevada?
• I am not a corporation. I am a Partnership or LLC. Do I need to comply with NRS 80.190?
• I am a privately held corporation. Do I need to comply with NRS 80.190?
• I am a non-profit corporation. Do I need to comply with NRS 80.190?
• I complied with NRS 80.190 and the newspaper sent me a proof of publication. Do I need to file this with the Secretary of State?
• What happens if I don't comply with NRS 80.190?
• Does a foreign corporation have obligations other than NRS 80.190 in order to transact business in Nevada?
• If an entity incorporated in January of a certain year, do we still have to publish the prior years assets and liabilities?

I received a notice from a Nevada newspaper stating that I need to publish a list of assets and liabilities. Do I need to do this?
Yes. So long as you are a foreign corporation doing business in Nevada (NRS 80.190) or if you are a foreign corporation that transacted no business in Nevada but want to be qualified to do business in Nevada (Nevada Attorney General Opinion 1959-16 (March 4, 1959)).

What needs to be published?
A list of required disclosures is set forth in NRS 80.190(1).

Do I need to list all assets and liabilities of my corporation, or only the assets and liabilities that are in Nevada?
The statute requires a statement of "total assets and liabilities." Therefore, all assets and liabilities of the corporation must be reported. 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. What should I do?
You should provide 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.

Can I get an extension on the due date for publication of the annual statement?
No. The statute does not provide for any extensions.

Does it matter what newspaper I use?
No. As long as the newspaper is published in Nevada and has a total weekly circulation of at least 1,000. NRS 80.190(1).

How do I know if I am doing business in Nevada?
A list of activities that do NOT constitute the transaction of business in Nevada can be found in NRS 80.015.

I am not a corporation. I am a Partnership or LLC. Do I need to comply with NRS 80.190?
No. The publication requirement applies only to "foreign corporations." NRS 80.190.

I am a privately held foreign corporation. Do I need to comply with NRS 80.190?
Yes. The term "corporation" encompasses privately held (or close) corporations. See Black's Law Dictionary, 239 (6th Ed. Abgd, 1991) (Defining "corporation" to include close corporations).

I am a non-profit corporation. Do I need to comply with NRS 80.190?
Yes. The publication requirement has no exception for non-profit corporations and the term "corporation" encompasses a non-profit corporation. See Black's Law Dictionary, 239 (6th Ed. Abgd, 1991) (Defining "corporation" to include non-profit corporations).

I complied with NRS 80.190 and the newspaper sent me a proof of publication. Do I need to file this with the Secretary of State?
No. 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.

What happens if I don't comply with NRS 80.190?
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).

Does a foreign corporation have obligations other than NRS 80.190 in order to transact business in Nevada?
Yes. 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 Registered 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.

If an entity incorporated in January of a certain year, do we still have to publish the prior years assets and liabilities?
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.