NAC: CHAPTER 225 - SECRETARY OF STATE

[Rev. 11/21/2013 3:53:40 PM--2013]

[NAC-225 Revised Date: 11-13]

CHAPTER 225 - SECRETARY OF STATE

FEES

225.010 Services for which advance fees may be deposited.

RETURNED CHECKS

225.015 “Returned check or other negotiable instrument” defined.

225.0153 Reversal or cancellation of filing associated with returned check.

225.0155 Fees relating to returned checks.

225.0157 Secretary of State authorized to refuse to accept filing or to require payment in cash or by credit card under certain circumstances.

FILING OF COMPLAINTS

225.020 Definitions.

225.030 “Aggrieved person” defined.

225.040 “Person” defined.

225.050 “Record” defined.

225.060 Actions subject to complaint.

225.070 Application for relief: Submittal; form; contents.

225.080 Review of complaint; applicability.

225.090 Referral to other entities.

225.100 Deficiencies in complaint.

225.110 Additional information required to determine validity.

225.120 Demand for information to substantiate accuracy; response; contents; evaluation; communication of findings.

225.130 Filing officer statement: Contents; signature.

CARE, CUSTODY AND CONTROL OF RECORDS

225.200 When record deemed filed in compliance with due date.

225.210 Acceptance of record for filing; refusal of record.

FEES

NAC 225.010 Services for which advance fees may be deposited. (NRS 225.165) The services of the Secretary of State for which advance fees may be deposited with the State Treasurer and paid for upon provision of the service are:

1. Copying documents;

2. Certifying to copies of documents;

3. Issuing documents, including certificates;

4. Providing information on filings under the Uniform Commercial Code;

5. Providing expedited service pursuant to NRS 225.140;

6. Providing information which is generated by a computer;

7. Research; and

8. Filing and indexing liens.

(Added to NAC by Sec’y of State, eff. 12-11-89)

RETURNED CHECKS

NAC 225.015 “Returned check or other negotiable instrument” defined. (NRS 225.140) As used in NAC 225.015 to 225.0157, inclusive, unless the context otherwise requires, “returned check or other negotiable instrument” means a check or other negotiable instrument returned to the Office of the Secretary of State because the person had insufficient money or credit with the drawee to pay the check or other instrument or because the person stopped payment on the check or other instrument.

(Added to NAC by Sec’y of State by R074-11, eff. 5-30-2012)

NAC 225.0153 Reversal or cancellation of filing associated with returned check. (NRS 225.140)

1. The Secretary of State may reverse or cancel any filing associated with a returned check or negotiable instrument if the person who submitted the check or other negotiable instrument which was returned to the Office of the Secretary of State does not:

(a) Notify the Secretary of State that the person intends to pay all fees and penalties required by statute and NAC 225.015 to 225.0157, inclusive, for a returned check or negotiable instrument; and

(b) Pay all fees and penalties required by law for a returned check or negotiable instrument.

2. If the Secretary of State reverses or cancels a filing associated with a returned check or negotiable instrument, the filing is deemed to have never been filed with the Secretary of State. The Secretary of State may cancel any subsequent filing that depends upon or references the reversed or cancelled filing.

3. If the Secretary of State reverses or cancels any filing associated with a returned check or negotiable instrument, any certificate fee, certified copy fee, copy fee or expedite fee associated with the reversed or cancelled filing remains due to the Secretary of State.

4. As used in this section:

(a) “Certificate fee” means a fee required by title 7 of NRS for providing a certificate of good standing or other similar certificate concerning the status of an entity on file with the Secretary of State.

(b) “Certified copy fee” means a fee required by title 7 of NRS for certifying a copy of a document on file with the Secretary of State.

(d) “Expedite fee” means the fee which the Secretary of State may charge pursuant to paragraph (d) of subsection 2 of NRS 225.140.

(Added to NAC by Sec’y of State by R074-11, eff. 5-30-2012)

NAC 225.0155 Fees relating to returned checks. (NRS 225.140)

1. The additional fee for a returned check or negotiable instrument which is authorized by subparagraph (2) of paragraph (e) of subsection 2 of NRS 225.140 is $25 for each hour of staff time necessary to take the actions set forth in subparagraph (2) of paragraph (e) of subsection 2 of NRS 225.140.

2. For each returned check or negotiable instrument, the Secretary of State will charge:

(a) A fee of $25; and

(b) If the returned check or negotiable instrument has been presented for the payment of a filing fee for more than one entity, the additional fee described in subsection 1.

(Added to NAC by Sec’y of State by R074-11, eff. 5-30-2012)

NAC 225.0157 Secretary of State authorized to refuse to accept filing or to require payment in cash or by credit card under certain circumstances. (NRS 225.140)

1. The Secretary of State may refuse to accept any filing submitted by a person who has not paid all fees and penalties for a returned check or other negotiable instrument associated with a previous filing.

2. The Secretary of State may require a person to pay any fee or penalty in cash or by credit card if the person:

(a) Has not paid all fees and penalties for a returned check or other negotiable instrument associated with a previous filing with the Secretary of State; or

(b) Within the immediately preceding 12 months, has submitted to the Secretary of State one or more checks or other negotiable instruments which have been returned to the Office of the Secretary of State because the person had insufficient money or credit with the drawee to pay the check or other instrument or because the person stopped payment on the check or other instrument.

(Added to NAC by Sec’y of State by R074-11, eff. 5-30-2012)

FILING OF COMPLAINTS

NAC 225.020 Definitions. (NRS 225.084) As used in NAC 225.020 to 225.130, inclusive, unless the context otherwise requires, the words and terms defined in NAC 225.030, 225.040 and 225.050 have the meanings ascribed to them in those sections.

(Added to NAC by Sec’y of State by R081-08, eff. 12-17-2008)

NAC 225.030 “Aggrieved person” defined. (NRS 225.084) “Aggrieved person” means a person who is named in or otherwise affected by a filing made in violation of the provisions of NRS 225.084.

(Added to NAC by Sec’y of State by R081-08, eff. 12-17-2008)

NAC 225.040 “Person” defined. (NRS 225.084) “Person” means a natural person, any form of business or social organization, a corporation, partnership, association, trust, unincorporated organization, government, governmental agency or political subdivision of a government.

(Added to NAC by Sec’y of State by R081-08, eff. 12-17-2008)

NAC 225.050 “Record” defined. (NRS 225.084) “Record” has the meaning ascribed to it in NRS 225.084.

(Added to NAC by Sec’y of State by R081-08, eff. 12-17-2008)

NAC 225.060 Actions subject to complaint. (NRS 225.084) Actions subject to complaint and possible administrative action pursuant to NAC 225.020 to 225.130, inclusive, include, without limitation:

1. The listing, without consent, of the name or signature of a person as officer, director, registered agent, incorporator or other formal affiliate of an entity on any record filed with the Secretary of State;

2. The listing, without consent, of the address of a person as the address of an officer, director, registered agent, incorporator or other formal affiliate of an entity on any record filed with the Secretary of State;

3. The filing of any record on an entity existing on file with the Secretary of State without the statutory authority as provided by title 7 of NRS;

4. The forgery or fraudulent alteration of records;

5. The filing of records in bad faith or for the purpose of harassing or defrauding a person; and

6. The filing of records that contain a false statement of material fact.

(Added to NAC by Sec’y of State by R081-08, eff. 12-17-2008)

NAC 225.070 Application for relief: Submittal; form; contents. (NRS 225.084)

1. An aggrieved person may apply to the Secretary of State for relief by submitting a complaint to:

Secretary of State

Commercial Recordings Division

Attn: Fraudulent Filings

202 North Carson Street

Carson City, Nevada 89701

2. A complaint submitted pursuant to subsection 1 must be on a form prescribed by the Secretary of State and must contain, at a minimum, the following information:

(a) The name, street address, telephone number and, if applicable, the electronic mail address and any additional contact information of the aggrieved person.

(b) The name, street address, telephone number and, if applicable, the electronic mail address and any additional contact information of the person, if any, authorized by the aggrieved person to submit the complaint on behalf of the aggrieved person.

(c) The name, as reported on the record of the Secretary of State, of the entity referenced in the filing alleged to be in violation of NRS 225.084.

(d) The file number, if available, of the entity referenced in the filing alleged to be in violation of NRS 225.084.

(e) The date of filing and name of the record alleged to be in violation of NRS 225.084 and the reasons the record is alleged to be in violation of NRS 225.084.

(f) Information, if known, identifying all persons involved in the alleged violation of NRS 225.084, including, without limitation, names, street addresses, telephone numbers, and website and electronic mail addresses.

(g) Information identifying the nature of any business or personal relationship between the aggrieved person and all persons involved in the alleged violation of NRS 225.084.

(h) Information identifying other regulatory entities or agencies, and courts, arbitrators or other tribunals, with which the aggrieved person has filed other complaints or reports regarding the same filing, including, without limitation, the names and addresses of such other regulatory entities, agencies, courts, arbitrators and tribunals, the dates upon which those other complaints or reports were submitted, and the case numbers assigned to those complaints or reports, if any.

(i) Any additional information which the aggrieved person believes may assist in investigating the allegations in the complaint.

(j) Photocopies of any documents which the aggrieved person believes may be useful in investigating the allegations in the complaint.

(k) A statement indicating whether the aggrieved person is willing to testify regarding the complaint in a court of law or administrative proceeding.

(l) A declaration under penalty of perjury under the laws of the State of Nevada that the information provided in the complaint is true and correct to the best of the signatory’s knowledge and a statement that the information in the complaint may be used by the Secretary of State and other entities to investigate the complaint. The declaration and statement must be followed by the printed name and signature of the aggrieved person and the date on which the complaint was signed.

(Added to NAC by Sec’y of State by R081-08, eff. 12-17-2008)

NAC 225.080 Review of complaint; applicability. (NRS 225.084)

1. Upon receipt of a complaint submitted pursuant to NAC 225.070, the Secretary of State will review the complaint and determine whether the complaint may be resolved through the administrative process and if the complaint should be referred to another regulatory or enforcement agency for further investigation.

2. The Secretary of State may apply the provisions of NAC 225.090 to 225.120, inclusive, when, as a result of an investigation of another matter, he or she is notified of a filing that may be in violation of NRS 225.084.

(Added to NAC by Sec’y of State by R081-08, eff. 12-17-2008)

NAC 225.090 Referral to other entities. (NRS 225.084) The Secretary of State may refer the information obtained in a complaint or through the associated investigation to other entities for further investigation.

(Added to NAC by Sec’y of State by R081-08, eff. 12-17-2008)

NAC 225.100 Deficiencies in complaint. (NRS 225.084) If the information provided in a complaint is insufficient for further process or investigation, the Secretary of State will communicate in writing the deficiencies to the aggrieved person at the address provided on the complaint form.

(Added to NAC by Sec’y of State by R081-08, eff. 12-17-2008)

NAC 225.110 Additional information required to determine validity. (NRS 225.084) The Secretary of State may require of an aggrieved person or of parties who submitted a record alleged to be in violation of NRS 225.084 any additional information necessary to determine the validity of the allegations.

(Added to NAC by Sec’y of State by R081-08, eff. 12-17-2008)

NAC 225.120 Demand for information to substantiate accuracy; response; contents; evaluation; communication of findings. (NRS 225.084)

1. If the information provided in a complaint or received as a result of an investigation of another matter is sufficient for further process or investigation, the Secretary of State may demand information substantiating the accuracy of a filing alleged to be in violation of NRS 225.084. The demand must be made in writing to the entity referenced in the record, through the registered agent of the entity, and to the person who submitted the record alleged to be in violation of NRS 225.084.

2. A response to a demand for information by the Secretary of State must include, at a minimum, the following information:

(a) The name, street address, telephone number and, if applicable, the electronic mail address and any additional contact information of the person responding to the demand for information;

(b) The name of the entity from which the Secretary of State is demanding a response;

(c) Information, if known, identifying all persons involved in the alleged violation of NRS 225.084, including, without limitation, names, street addresses, telephone numbers, and website and electronic mail addresses;

(d) Information identifying the nature of any business or personal relationship between the aggrieved person and all persons involved in the alleged violation of NRS 225.084;

(e) Any additional information that the person responding to the demand believes may be useful in an investigation of the complaint or alleged violation of NRS 225.084; and

(f) A declaration under penalty of perjury under the laws of the State of Nevada that the information provided in the response is true and correct to the best of the signatory’s knowledge and a statement that the information in the response may be used by the Secretary of State and other entities to investigate further the complaint or alleged violation of NRS 225.084. The declaration and statement must be followed by the printed name and signature of the person responding to the demand and the date on which the response was signed.

3. The person responding to the demand may include in his or her response photocopies of any documents which he or she believes may be useful in an investigation of the complaint or alleged violation of NRS 225.084.

4. If, within 30 days after mailing the demand pursuant to subsection 1, the Secretary of State receives information in response to his or her demand, the Secretary of State will evaluate the information received in response to the demand. If the Secretary of State deems the information received in response to his or her demand to be valid, he or she may consider the filing as valid. If the Secretary of State deems the information received in response to his or her demand to be invalid, he or she may consider the information in the complaint as valid and, through the filing of a filing officer statement, may correct the record and the information at issue in the database and on the website of the Secretary of State.

5. If, within 30 days after mailing the demand pursuant to subsection 1, the Secretary of State does not receive information in response to his or her demand, he or she may deem the information in the complaint to be valid and, through the filing of a filing officer statement, may correct the record and the information at issue in the database and on the website of the Secretary of State.

6. The Secretary of State will communicate his or her finding:

(a) To the aggrieved person at the address provided on the complaint form; and

(b) To the entity referenced in the record at the address on file for the entity with the Secretary of State.

(Added to NAC by Sec’y of State by R081-08, eff. 12-17-2008)

NAC 225.130 Filing officer statement: Contents; signature. (NRS 225.084)

1. A filing officer statement prepared by the Secretary of State pursuant to NAC 225.120 must include, at a minimum:

(a) The name, as reported on the record of the Secretary of State, of the entity referenced in the record;

(b) The file number, if available, of the entity referenced in the record;

(d) A description and the filing date of the record; and

(e) A statement that the filing officer statement has the effect of correcting the record.

2. A filing officer statement must be signed by:

(a) The Secretary of State;

(b) A deputy of the Secretary of State; or

(c) A member of the Secretary of State’s staff who has been authorized by the Secretary of State to sign the filing officer statement.

(Added to NAC by Sec’y of State by R081-08, eff. 12-17-2008)

CARE, CUSTODY AND CONTROL OF RECORDS

NAC 225.200 When record deemed filed in compliance with due date. (NRS 225.085)

1. A record authorized or required by law to be filed with the Secretary of State pursuant to title 7 of NRS which must be filed on or before a due date specified by law is filed with the Secretary of State in compliance with that due date if:

(a) The record is received in the Office of the Secretary of State on or before the close of business of the Office of the Secretary of State on the date of the deadline.

(b) The record is submitted electronically to the Office of the Secretary of State and is received in the Office of the Secretary of State at any time on the date of the deadline.

(1) The record is received in the Office of the Secretary of State before the close of business of the Office of the Secretary of State on the next day which is not a Saturday, Sunday or legal holiday pursuant to NRS 236.015; or

(2) If the record is submitted electronically to the Office of the Secretary of State, the record is received in the Office of the Secretary of State at any time on the next day which is not a Saturday, Sunday or legal holiday pursuant to NRS 236.015.

(d) The record was mailed to the Office of the Secretary of State by a method which guarantees delivery to a destination within a specific period, if the person mailing the record provides proof to the Secretary of State that the record was guaranteed to be delivered on or before the date of the deadline prescribed by law and the record is received in the Office of the Secretary of State not later than 3 days after the date of the deadline.

2. The date of the postmark dated by the post office on the envelope in which a record was mailed to the Office of the Secretary of State will not be considered when determining whether the record was received in the Office of the Secretary of State in compliance with a due date specified by law for that record.

(Added to NAC by Sec’y of State by R073-11, eff. 12-30-2011)

NAC 225.210 Acceptance of record for filing; refusal of record. (NRS 225.085)

1. The Secretary of State will accept for filing any record authorized or required by law to be filed with the Secretary of State pursuant to title 7 of NRS if:

(a) The record is received in the Office of the Secretary of State on or before any applicable due date as determined pursuant to NAC 225.200;

(b) All information required by law for filing the record appears legibly on the record; and

2. If a record authorized or required by law to be filed with the Secretary of State pursuant to title 7 of NRS must be filed on or before a due date specified by law and is not received in the Office of the Secretary of State on or before that due date as determined pursuant to NAC 225.200, the Secretary of State will:

(a) Impose any penalties and additional fees required by law.

(b) Except as otherwise provided in subsection 3, refuse to accept the record for filing unless:

(1) All information required by law for filing the record appears legibly on the record; and

(2) The record is accompanied by the appropriate fees and penalties.

3. The Secretary of State will not refuse to accept a record for filing pursuant to paragraph (b) of subsection 2 if:

(a) The person who submitted the record has requested expedited service pursuant to paragraph (d) of subsection 2 of NRS 225.140 for the filing of the record; and

(b) Upon verbal notification from the Office of the Secretary of State of any deficiency which is a basis for a refusal to accept the record for filing, the person who submitted the record immediately corrects the deficiency. If the Office of the Secretary of State is unable to provide verbal notification of the deficiency or if the person who submitted the record does not immediately correct the deficiency, the Secretary of State will refuse to accept the record for filing and will return the record pursuant to subsection 4 to the person who submitted it.

4. If the Secretary of State refuses to accept a record for filing pursuant to paragraph (b) of subsection 2 or subsection 3, the Secretary of State will:

(a) Return the record to the person who submitted the record; and

(b) Notify in writing or by electronic means the person who submitted the record of the reason for the refusal to accept the record for filing and the applicable penalties and additional fees required by law.

(Added to NAC by Sec’y of State by R073-11, eff. 12-30-2011)