June 25, 2019

June 24, 2019

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"Doing Business" Versus "Conducting Business" In Nevada

Doing Business - Chapter 80

Before commencing or doing any business in Nevada, NRS 80.010 requires a foreign corporation to file with the Nevada Secretary of State:

  • Qualification to do Business in Nevada form.
  • A file stamped copy of the document most recently filed by the corporation in its home jurisdiction verifying the entity name and total authorized stock. If the application is for a nonprofit, non-stock corporation, provide official verification.

NRS 80.015 includes a long list of activities, such as maintaining bank accounts, that do not constitute doing business in Nevada.  [n.b. - A different version of NRS 80.015 will take effect on January 1, 2020.]  These provisions are part of Chapter 80 of Nevada Revised Statutes. 

Conducting Business - Chapter 76

Confusingly, Chapter 76 of Nevada Revised Statutes imposes a separate business license requirement on corporations "conducting" business in the state.  NRS 76.100.  Unlike Chapter 80 that specifies what does not constitute "doing business", Chapter 76 specifies the activities that do constitute "conducting business".  Pursuant to NRS 76.100(7)(a), a foreign corporation is deemed to conduct business in Nevada if it:

  • Has an office or other base of operations in this State;
  • Except for certain manufacturers, has a registered agent in this State; or
  • Pays wages or other remuneration to a natural person who performs in this State any of the duties for which he or she is paid.

The statute includes an exception for certain persons in connection with the provision of vehicles or equipment on a short-term basis in response to wildland fire, flood, earthquake or other emergency.

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About this Author

Keith Paul Bishop, Corporate Transactions Lawyer, finance securities attorney, Allen Matkins Law Firm
Partner

Keith Paul Bishop is a partner in Allen Matkins' Corporate and Securities practice group, and works out of the Orange County office. He represents clients in a wide range of corporate transactions, including public and private securities offerings of debt and equity, mergers and acquisitions, proxy contests and tender offers, corporate governance matters and federal and state securities laws (including the Sarbanes-Oxley Act of 2002 and the Dodd-Frank Act), investment adviser, financial services regulation, and California administrative law. He regularly advises clients...

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