[Rev. 8/22/2014 3:53:46 PM]
[NAC-77 Revised Date: 9-14]
CHAPTER 77 - MODEL REGISTERED AGENTS
FILINGS
77.005 Electronic filing of records.
AGENCY AND DUTIES
77.010 Certain entities prohibited from being registered agent.
77.015 Registered agent required to maintain location for service of process, demand or notice.
77.020 Secretary of State authorized to demand information to investigate certain alleged violations.
77.025 Duties of Secretary of State and represented entities if person enjoined from serving as registered agent.
77.030 Registered agent or certain other persons willing to serve as registered agent prohibited from producing or directing production of certain written material; exceptions.
77.035 Registered agent or certain other persons prohibited from producing or directing production of written material, in printed or electronic form, which appears to be approved or produced by Secretary of State.
77.040 Registered agent or certain other persons willing to serve as registered agent prohibited from producing or directing production of certain written material appearing to be associated with Secretary of State or other public agency in this State; registered agent or other person soliciting entity with intent to serve as registered agent prohibited from producing or directing production of certain written material without certain statement; exception.
REGISTERED AGENT LIST
77.100 “Registered Agent List” defined.
77.110 Requirements for inclusion on Registered Agent List; expiration of registration.
77.120 Amendment of information on Registered Agent List.
77.130 Withdrawal from Registered Agent List.
77.140 Request for expedited service.
77.150 Duties of Secretary of State.
77.160 Removal from or refusal to include certain corporations on Registered Agent List.
77.170 Removal of certain individuals or corporations from Registered Agent List; requirements for subsequent inclusion.
COMMERCIAL REGISTERED AGENTS
77.200 Filing of commercial registered agent registration statement.
77.210 Failure to register: Notice; opportunity to register; application to enjoin for failure to register.
77.220 Registration statement to include legal name of each affiliated registered agent.
77.230 Requirements for certain contact information included in registration statement.
77.240 Statement of change: Filing; fee.
FILINGS
NAC 77.005 Electronic filing of records. (NRS 77.290)
1. The Secretary of State may develop or approve an electronic process for the electronic filing of records authorized or required to be filed with the Secretary of State pursuant to chapter 77 of NRS.
2. If the Secretary of State has developed or approved an electronic process and the electronic process is in place and available for use in the Office of the Secretary of State:
(a) A person may use the electronic process to file with the Secretary of State any record authorized or required to be filed with the Secretary of State pursuant to chapter 77 of NRS; and
(b) The Secretary of State will accept a record filed with the Secretary of State through the use of the electronic process if the record contains all the information required for filing and is accompanied by the appropriate fee and any applicable penalty.
3. The Secretary of State may reject a record filed with the Secretary of State through the use of an electronic process developed or approved by the Secretary of State if:
(a) The statutory requirements for filing the record have not been satisfied;
(b) The appropriate fee has not been submitted;
(c) The information contained in the record has been corrupted in any manner; or
(d) The record contains a virus or may otherwise compromise the security of the electronic process.
4. Failure by the Secretary of State to receive a record filed through the use of an electronic process does not relieve the person who attempted to file the record from any requirement to file the record, pay the appropriate fee or incur an applicable penalty.
5. As used in this section:
(a) “Electronic filing” means the submission of records to the Secretary of State by an electronic process and the processing of such records by the Secretary of State by an electronic process.
(b) “Electronic process” means any electronic process for the electronic filing of records authorized or required to be filed with the Secretary of State pursuant to chapter 77 of NRS.
(Added to NAC by Sec’y of State by R068-11, eff. 12-30-2011)
AGENCY AND DUTIES
NAC 77.010 Certain entities prohibited from being registered agent. (NRS 77.430) An entity may not be a registered agent if:
1. The entity’s right to transact business in this State has been revoked and not reinstated pursuant to the provisions of title 7 of NRS applicable to that type of entity; or
2. The entity is dissolved or otherwise not authorized to transact business in this State pursuant to the provisions of title 7 of NRS applicable to that type of entity.
(Added to NAC by Sec’y of State by R067-11, eff. 5-30-2012)
NAC 77.015 Registered agent required to maintain location for service of process, demand or notice. (NRS 77.430)
1. A registered agent shall maintain a location at which all legal process and any demand or notice authorized by law to be served on an entity represented by the registered agent may be served in the manner provided in NRS 14.020.
2. The location maintained by a registered agent pursuant to subsection 1 must:
(a) Be an actual physical address in this State;
(b) Be open during normal working hours;
(c) Be staffed by at least one natural person who satisfies the requirements of paragraph (b) of subsection 3 of NRS 14.020; and
(d) Have operations sufficient to allow for proper service of all legal process and any demand or notice authorized by law to be served upon an entity represented by the registered agent.
3. The location maintained by a registered agent pursuant to subsection 1 may not be a post office box, postal mail box, mail drop, mail forwarder or other mail service company, unless the proprietor of the post office box, postal mail box, mail drop, mail forwarder or other mail service company:
(a) Is the registered agent or has entered into a contract with the registered agent to receive service of any legal process or any notice or demand required or authorized by law to be served on an entity represented by the registered agent; and
(b) Complies with all laws and regulations of this State governing the service of legal process.
4. A registered agent shall post in a conspicuous place outside the location maintained by the registered agent pursuant to subsection 1 the hours during which the registered agent is available to receive service of all legal process and any demand or notice authorized by law to be served upon a represented entity.
(Added to NAC by Sec’y of State by R067-11, eff. 5-30-2012)
NAC 77.020 Secretary of State authorized to demand information to investigate certain alleged violations. (NRS 77.430) If a registered agent is alleged to have violated a provision of NRS 77.400, 77.410 or 77.420 or a provision of NAC 77.015, the Secretary of State may demand any information which the Secretary of State deems necessary to investigate the allegation.
(Added to NAC by Sec’y of State by R067-11, eff. 5-30-2012)
NAC 77.025 Duties of Secretary of State and represented entities if person enjoined from serving as registered agent. (NRS 77.430) If a person is enjoined from serving as a registered agent pursuant to NRS 77.430, the Secretary of State will:
1. Send to the address of record of each entity for which the person is listed as the registered agent in the records of the Secretary of State written notification that the person is enjoined from serving as a registered agent.
2. Require each represented entity to which a written notification is sent pursuant to subsection 1 to submit a statement of change of registered agent pursuant to NRS 77.340 not later than 30 days after receiving the notification. If a represented entity fails to appoint a registered agent within that period, the Secretary of State may deem the represented entity to be in default and subject to the provisions of title 7 of NRS governing entities deemed to be in default.
(Added to NAC by Sec’y of State by R067-11, eff. 5-30-2012)
NAC 77.030 Registered agent or certain other persons willing to serve as registered agent prohibited from producing or directing production of certain written material; exceptions. (NRS 77.430)
1. A registered agent or other person who holds himself or herself out as being willing to serve as the registered agent of an entity shall not produce or direct the production of any correspondence, publication, website or other written material, whether in printed or electronic form, which:
(a) Is intended to deceive or defraud the public or promote an illegal activity.
(b) Contains false or misleading statements concerning the requirements for filing documents with the Secretary of State pursuant to title 7 of NRS, including, without limitation, a statement which falsely implies or states that a fee, action or filing is necessary.
(c) Except as otherwise provided in this paragraph, solicits the hiring of the registered agent or other person as the registered agent of an entity and contains the image of the Great Seal of the State of Nevada. This paragraph does not prohibit a registered agent or any other person who holds himself or herself out as being willing to serve as the registered agent of an entity from producing or directing the production of the official forms and correspondence which are prepared by the Secretary of State and which accompany correspondence from the registered agent or person to a represented entity.
(d) Except as otherwise provided in subsection 2, changes the registered agent of an entity.
2. Notwithstanding the provisions of paragraph (d) of subsection 1, a registered agent or other person who holds himself or herself out as being willing to serve as the registered agent of an entity may produce or direct the production of any correspondence, publication or other written material, whether in printed or electronic form, which changes the registered agent of an entity if the correspondence, publication or other written material prominently displays the following statement:
This is a solicitation to change your registered agent.
3. The statement required pursuant to subsection 2 must be placed on a separate line at the top of the correspondence, publication or other written material in at least 14-point bold font or, if the text of the main body of the correspondence, publication or other written material is larger than 12-point font, in a bold font at least 2 points larger than the text of the main body of the correspondence, publication or other printed material.
(Added to NAC by Sec’y of State by R067-11, eff. 5-30-2012; A by R079-13, 12-23-2013)
NAC 77.035 Registered agent or certain other persons prohibited from producing or directing production of written material, in printed or electronic form, which appears to be approved or produced by Secretary of State. (NRS 77.430) A registered agent shall not produce or direct the production of any correspondence, publication, website or other written material, whether in printed or electronic form, which:
1. Solicits the hiring of the registered agent to assist a person with the formation of an entity, a change of registered agent or any other action requiring the filing of a document with the Secretary of State pursuant to title 7 of NRS; and
2. Is designed in such a manner that the correspondence, publication, website or other written material, or the information presented therein, appears to be endorsed by, sponsored by, approved by or otherwise an official product of the Office of the Secretary of State.
(Added to NAC by Sec’y of State by R067-11, eff. 5-30-2012)
NAC 77.040 Registered agent or certain other persons willing to serve as registered agent prohibited from producing or directing production of certain written material appearing to be associated with Secretary of State or other public agency in this State; registered agent or other person soliciting entity with intent to serve as registered agent prohibited from producing or directing production of certain written material without certain statement; exception. (NRS 77.430)
1. Except as otherwise provided in subsection 4, a registered agent or other person who holds himself or herself out as willing to serve as the registered agent of an entity in Nevada shall not produce or direct the production of any correspondence, publication, website or other written material, whether in printed or electronic form, which appears to be affiliated with, endorsed by, sponsored by or otherwise an official notice from the Secretary of State or another public agency in this State.
2. A registered agent or other person who actively solicits an entity in Nevada that the registered agent or other person does not represent, with the intent to serve as the registered agent of that entity, shall not produce or direct the production of any correspondence, publication, website or other written material, whether in printed or electronic form, in which the registered agent or other person advertises its willingness to act as the registered agent of an entity in Nevada in exchange for a fee or other compensation unless the correspondence, publication, website or other written material prominently displays the following statement:
This is a third-party solicitation and is NOT official correspondence from the Office of the Nevada Secretary of State. You are under no legal obligation to respond to this correspondence.
3. The statement required pursuant to subsection 2 must be placed on a separate line at the top of the correspondence, publication, website or other written material in at least 14-point bold font or, if the text of the main body of the correspondence, publication, website or other written material is larger than 12-point font, in a bold font at least 2 points larger than the text of the main body of the correspondence, publication, website or other printed material.
4. The provisions of this section do not apply to any communication between a registered agent and an entity for which the registered agent is serving as registered agent.
(Added to NAC by Sec’y of State by R067-11, eff. 5-30-2012; A by R079-13, 12-23-2013)
REGISTERED AGENT LIST
NAC 77.100 “Registered Agent List” defined. (NRS 77.305) As used in NAC 77.100 to 77.170, inclusive, unless the context otherwise requires, “Registered Agent List” means the list of individuals residing or corporations located in this State who have registered a willingness to serve as the registered agent of an entity pursuant to NRS 77.305.
(Added to NAC by Sec’y of State by R077-13, eff. 12-23-2013)
NAC 77.110 Requirements for inclusion on Registered Agent List; expiration of registration. (NRS 77.305)
1. To be included on the Registered Agent List for a calendar year pursuant to NRS 77.305, an individual residing or a corporation located in this State must submit to the Secretary of State:
(a) The registration form prescribed by the Secretary of State; and
(b) The fee required by subsection 1 of NRS 77.305.
2. The Secretary of State may reject a registration form submitted pursuant to subsection 1 if the form is incomplete.
3. Except as otherwise provided in NAC 77.160, an individual or a corporation who submits the registration form and fee described in subsection 1:
(a) Between December 1 and December 31 will be included on the Registered Agent List compiled and published by the Secretary of State for the following calendar year pursuant to subsection 1 of NAC 77.150. The registration will expire on December 31 of the year following the year in which the registration form and fee were submitted.
(b) At any time other than between December 1 and December 31 will be included on the Registered Agent List for that calendar year as updated by the Secretary of State pursuant to subsection 2 of NAC 77.150. The registration will expire on December 31 of the year in which the registration form and fee were submitted, and the fee will not be prorated.
(Added to NAC by Sec’y of State by R077-13, eff. 12-23-2013)
NAC 77.120 Amendment of information on Registered Agent List. (NRS 77.305)
1. An individual or a corporation included on the Registered Agent List may amend any information listed for that individual or corporation by submitting to the Secretary of State:
(a) The amendment form prescribed by the Secretary of State; and
(b) The fee required pursuant to subsection 3 of NRS 77.305.
2. The Secretary of State may reject an amendment form submitted pursuant to subsection 1 if the form is incomplete.
3. As soon as reasonably practicable after receiving an amendment form and the fee required pursuant to subsection 3 of NRS 77.305, the Secretary of State will update the Registered Agent List to reflect the requested amendment.
(Added to NAC by Sec’y of State by R077-13, eff. 12-23-2013)
NAC 77.130 Withdrawal from Registered Agent List. (NRS 77.305)
1. An individual or a corporation included on the Registered Agent List may withdraw from the Registered Agent List at any time by submitting to the Secretary of State a request to be withdrawn from the Registered Agent List.
2. If an individual or a corporation submits a request to be withdrawn from the Registered Agent List, the Secretary of State will not refund any portion of any fee paid by the person to be included on the Registered Agent List.
3. As soon as reasonably practicable after receiving a request to be withdrawn from the Registered Agent List, the Secretary of State will remove the individual or corporation submitting the request from the Registered Agent List.
(Added to NAC by Sec’y of State by R077-13, eff. 12-23-2013)
NAC 77.140 Request for expedited service. (NRS 77.305) An individual or a corporation submitting a form or request pursuant to NAC 77.110, 77.120 or 77.130 may request expedited service from the Secretary of State by:
1. Requesting expedited service in the same manner as expedited service is requested for other documents filed with the Secretary of State; and
2. Paying the applicable fee prescribed by paragraph (d) of subsection 2 of NRS 225.140.
(Added to NAC by Sec’y of State by R077-13, eff. 12-23-2013)
NAC 77.150 Duties of Secretary of State. (NRS 77.305)
1. On or before February 1 of each year, the Secretary of State will compile and publish the Registered Agent List for that calendar year.
2. The Secretary of State will update the Registered Agent List as soon as reasonably practicable after:
(a) Receiving a registration of a willingness to serve as the registered agent of an entity pursuant to NAC 77.110 at any time other than between December 1 and December 31;
(b) Receiving an amendment form pursuant to NAC 77.120;
(c) Receiving a request to be withdrawn from the Registered Agent List pursuant to NAC 77.130; or
(d) Removing an individual or a corporation from the Registered Agent List pursuant to NAC 77.160 or 77.170.
3. The Secretary of State will list in alphabetical order the name of each individual and corporation included on the Registered Agent List. If a symbol or numeral is used in place of a word that represents the symbol or number, the spelling of the meaning of the symbol or numeral will be used to alphabetize the Registered Agent List. Punctuation will not be considered in determining the alphabetical order of the Registered Agent List.
4. The Secretary of State will:
(a) Make the Registered Agent List available in electronic form on the Secretary of State’s website.
(b) Upon request, provide a printed version of the Registered Agent List. The Secretary of State will charge a fee to a person who requests a printed version of the Registered Agent List to cover the cost of providing the printed version of the Registered Agent List.
(Added to NAC by Sec’y of State by R077-13, eff. 12-23-2013)
NAC 77.160 Removal from or refusal to include certain corporations on Registered Agent List. (NRS 77.305)
1. If a corporation:
(a) Submits to the Secretary of State a registration form pursuant to NAC 77.110 or is included on the Registered Agent List; and
(b) Is not in good standing with the Secretary of State,
Ę the Secretary of State will provide to the corporation a written notification stating the reason that the corporation is not in good standing with the Secretary of State and that the Secretary of State will refuse to include the corporation on the Registered Agent List or will remove the corporation from the Registered Agent List, whichever is applicable, unless the corporation corrects any deficiencies necessary to come into good standing with the Secretary of State.
2. If a corporation does not come into good standing with the Secretary of State after receiving a written notification pursuant to subsection 1, the Secretary of State will:
(a) Refuse to include the corporation on the Registered Agent List or remove the corporation from the Registered Agent List, whichever is applicable; and
(b) Notify the corporation of the action taken by the Secretary of State.
(Added to NAC by Sec’y of State by R077-13, eff. 12-23-2013)
NAC 77.170 Removal of certain individuals or corporations from Registered Agent List; requirements for subsequent inclusion. (NRS 77.305, 77.430)
1. If an individual or a corporation has been enjoined from serving as a registered agent by a court of competent jurisdiction pursuant to NRS 77.430 or has had the ability to serve as a registered agent denied or revoked by the appropriate authority of this State or another state, the Secretary of State will remove the individual or corporation from the Registered Agent List.
2. Before an individual or a corporation who has been removed from the Registered Agent List pursuant to subsection 1 can be included on the Registered Agent List, the individual or corporation must:
(a) Have the ability to serve as a registered agent restored; and
(b) Submit to the Secretary of State the registration form and fee required by subsection 1 of NAC 77.110.
(Added to NAC by Sec’y of State by R077-13, eff. 12-23-2013)
COMMERCIAL REGISTERED AGENTS
NAC 77.200 Filing of commercial registered agent registration statement. (NRS 77.320, 77.430)
1. Before an individual or a domestic or foreign entity may serve as the registered agent of 10 or more domestic or foreign entities, the individual or domestic or foreign entity must file with the Secretary of State the commercial registered agent registration statement required pursuant to NRS 77.320.
2. If an individual or a domestic or foreign entity reasonably believes that the individual or domestic or foreign entity will serve as the registered agent of 10 or more domestic or foreign entities, the individual or domestic or foreign entity may elect to file with the Secretary of State the commercial registered agent registration statement required pursuant to NRS 77.320.
(Added to NAC by Sec’y of State by R079-13, eff. 12-23-2013)
NAC 77.210 Failure to register: Notice; opportunity to register; application to enjoin for failure to register. (NRS 77.320, 77.430)
1. Upon notice that an individual or a domestic or foreign entity is allegedly serving as the registered agent of 10 or more domestic or foreign entities without being registered as a commercial registered agent, the Secretary of State will provide to the individual or domestic or foreign entity written notice of the alleged violation and 14 business days to register as a commercial registered agent.
2. If an individual or a domestic or foreign entity does not register as a commercial registered agent within 14 business days pursuant to subsection 1, the Secretary of State may apply to a district court of competent jurisdiction to enjoin the individual or domestic or foreign entity from serving as a registered agent pursuant to the provisions of NRS 77.430.
(Added to NAC by Sec’y of State by R079-13, eff. 12-23-2013)
NAC 77.220 Registration statement to include legal name of each affiliated registered agent. (NRS 77.320, 77.430)
1. In addition to the information required to be stated in a commercial registered agent registration statement pursuant to NRS 77.320, a commercial registered agent registration statement must state the legal name of each affiliated registered agent.
2. As used in this section:
(a) “Affiliated registered agent” means a registered agent who is controlled by the same owners or other principals as those with control over the commercial registered agent who is filing the commercial registered agent registration statement.
(b) “Legal name” includes, without limitation:
(1) The name of a business organized pursuant to title 7 of NRS as it is filed with the Secretary of State;
(2) The name of a business not required to be organized pursuant to title 7 of NRS or the name of an individual as it appears on the state business license issued to the business or individual;
(3) Any fictitious name by which an affiliated registered agent conducts business in this State; and
(4) Any website or domain name by which an affiliated registered agent conducts business in this State or through which an affiliated registered agent offers services in this State.
(Added to NAC by Sec’y of State by R079-13, eff. 12-23-2013)
NAC 77.230 Requirements for certain contact information included in registration statement. (NRS 77.320, 77.430)
1. The address and telephone number of an individual who has the authority to act on behalf of a commercial registered agent as it is stated in a commercial registered agent registration statement pursuant to NRS 77.320 must be the address and telephone number where the individual can be contacted during normal working hours.
2. As used in this section, “individual” means any natural person who has the authority to act on behalf of a commercial registered agent in the day-to-day operations of the commercial registered agent.
(Added to NAC by Sec’y of State by R079-13, eff. 12-23-2013)
NAC 77.240 Statement of change: Filing; fee. (NRS 77.280, 77.320, 77.430) Within 30 days of a change in any information required to be stated in a commercial registered agent registration statement pursuant to NRS 77.320, a commercial registered agent shall:
1. File a statement of change with the Secretary of State; and
2. Pay the fee required for a statement of change pursuant to NRS 77.280.
(Added to NAC by Sec’y of State by R079-13, eff. 12-23-2013)