Qualifying a foreign corporation in Nevada

Par value shares count at their par value times the number authorized. Shares without par value count at $1 each. Where a corporation has both, the two amounts are added. Par values below one-tenth of a cent are treated as one-tenth of a cent for the calculation.

Two examples. Ten million authorized shares at a par of one-tenth of a cent are worth $75,000 or less for this purpose, so the fee is $75. Three million no-par shares count as three million dollars: $375 for the first $1,000,000 and four further steps of $275, $1,475 in all.

Nevada adds a yearly rule for foreign corporations. Subject to the exceptions written into the statute, each foreign corporation doing business here must, by the end of March each year, publish a short statement in two issues of a Nevada newspaper with a total weekly circulation of at least 1,000: the corporation's name, the name and title of the officer submitting it, the principal office address, and the Nevada office address if there is one (NRS 80.190). A corporation on a non-calendar fiscal year publishes by the end of the third month after its year ends.

Ignoring it costs $100 for each month the statement stays unpublished, which a district attorney or the Attorney General can sue to recover. The Secretary of State's guidance adds that a corporation out of compliance is not authorized to transact business in Nevada, and suggests keeping the newspaper's proof of publication on file rather than sending it in. The rule sits in Chapter 80, the foreign corporation chapter; it is not among the foreign LLC rules in Chapter 86.