Statement & Designation by Foreign Corporations

In order to qualify to carry out intrastate business transactions in Nevada a corporation is required to file a Statement and Designation by Foreign Corporation. According to the Nevada Corporations Code (Section 191), intrastate transactions mean repetitive business transactions in the state other than interstate commerce.

Legal Authority

These are some of the general statutory filing requirements mentioned in the Nevada Corporations Code:

• Foreign insurance Corporations are required to fill out forms S&DC-S/N according to the section 2105 and 2106.5
• Foreign non-profit and general stock corporations are required to fill out the form S&DC-S/N according to the section 2105
• Foreign professional law or accountancy corporations are required to fill out the form S&DC-PC under section 2105 and 13404.5

Some Additional Requirements

• All foreign corporations are required to attach The Certificate of Good Standing (Which is issued by the state where the corporation was originally formed) is to be attached along with the form of Statement and Designation by Foreign Corporation.
• All foreign insurer corporations are required to attach a certificate issued by the Insurance Commissioner of California along with the form of Statement and Designation by Foreign Corporation.

Completing The Statement And Designation By Foreign Corporation Form

1. The corporation’s name should be mentioned with the exact spelling and punctuation as mentioned in the Certificate of Good Standing.
2. The corporation is also required to mention the state or country where it was originally formed.
3. i- The corporation should mention the name of the agent for service of process; the agent must be either a resident of Nevada or an active corporation in Nevada that has filed a Certificate according to the section 1505.

      ii- If the agent is a person and not a corporation, the business or residential address of the agent should also be mentioned.

4. i- The street address of the foreign corporation’s principal executive office should be mentioned.

      ii- The street address of the foreign corporation’s principal office should also be mentioned (if any).

      iii-If the matter is different from i and ii, then the mailing address of the corporation’s principal executive office should be mentioned.

5. The respective officer from the foreign corporation must sign the Statement and Designation by Foreign Corporation form.

Filing Fees

• For stock, professional and insurer foreign corporations, the fee is $100
• For non-stock and non-profit corporations, the fee is $30

Certificate Of Qualification

When the Statement and Designation by Foreign Corporation form is successfully filed, the Secretary of State of Nevada issues a Certificate of Qualification. However, in case of misplacement the certificate is not reissued.

Minimum Tax

Usually, the foreign corporations carrying out business transactions in Nevada are required to pay a minimum tax of at least $800 to the Nevada Franchise Tax Board annually.

Statement Of Information

All foreign corporations are required to file a Statement of Information within 90 days after filing the Statement and Designation by Foreign Corporation form and each year afterwards during the applicable filing period.