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While In Nevada, It's Best Not To Impersonate A Corporation

I suppose that some unincorporated persons might be tempted to add "Inc." to give an impression of corporality to their activities.  Although Nevada is famously lenient to many vices, impersonating a corporation is not one of them.  NRS 78.047 imposes a fine of up to $10,000 on anyone that is:

  • purporting to be a corporation organized and existing under the laws of Nevada but has willfully failed to file with the Secretary of State articles of incorporation;

  • doing business in Nevada as a corporation organized and existing under the laws of Nevada but has willfully failed to file with the Secretary of State articles of incorporation; or

  • doing business in Nevada as a corporation organized and existing under the laws of Nevada while the corporation is in terminated status.

The Secretary of State's regulations provide that reports of violations of 78.047 may be submitted to the Secretary of State by email: blcompliance@sos.nv.gov or by mail:

Secretary of State
Commercial Recordings Division
Attn: Business Compliance
202 North Carson Street
Carson City, Nevada 89701

NAC 78.405.  The regulations specify the information that must be included with the report.  The regulations require that a report must be on a form prescribed by the Secretary of State, but I could find no such form on the Secretary of State's website.

Update:  The Nevada Secretary of State's office has informed me that the form is available here.

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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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