existence under it, as provided herein, with the consent of twothirds of its members or of the owners of two-thirds of all its stock. But the laws under which such corporations were formed or exist, are applicable to all such corporations, but are repealed subject to the provisions of this section. This act shall take effect immediately.

Act Requiring Filing List of Officers and Designation of Resident Agent

Stats. 1925, Chap. 180, p. 323

An act requiring all corporations to file annually with the secretary of state a list of their officers and directors and a designation of resident agent, providing a fee therefor, and providing a penalty for the violation of the provisions of this act, and providing for the reinstatement of corporations whose charters have been forfeited under existing or preexisting laws.

§1. Corporations must File List of Officers and Designation of Agent; Filing Fee.

Every corporation organized under the laws of this state, and every foreign corporation doing business in this state shall, on or before the first day of July of each year, file with the secretary of state, a list of the officers and directors and a designation of its resident agent in this state. Said list of officers and designation of resident agent to be certified by the president, secretary or other officer of the corporation. Upon filing such list of officers and designation of resident agent, every such corporation shall pay to the secretary of state a fee of five ($5) dollars.

§ 2. Certificate.

When this annual fee for filing list of officers and directors, and designation of resident agent has been paid, the secretary of state shall issue to each corporation paying the same a certificate authorizing it to transact and conduct its business within this state for a period of one year, and until the first day of July of the next succeeding calendar year. Such certificate shall contain the name of the corporation, the amount of the fee paid and penalties, if any, and shall recite the fact that such corporation has filed its list of officers and directors and its designation of resident agent.

§3. Act to Apply to New Corporations.

Every corporation hereafter organized under the laws of this state, and every foreign corporation hereafter coming into this state, shall, within sixty days after the filing of its articles of incorporation with the secretary of state, file a list of its officers and directors and a designation of its resident agent and pay to the secretary of state a fee therefor of five ($5) dollars, and shall make like filing and pay the fee set forth in section 1 or this act, annually thereafter.

§ 4. Penalty for Neglect to Pay Fee.

Any corporation required to pay the fee herein provided, which shall refuse or neglect to pay the same within the time herein provided, shall be deemed in default and for such default there shall be added to the amount of the fee, a penalty of $2.50, and unless such fee and penalty shall be paid on or before the first Monday in August following, the defaulting corporation shall, by reason of such default, forfeit to the state. of Nevada the amount of the tax and penalty aforesaid, and shall likewise forfeit its right to transact any business within this state, and the fee and penalty shall be collected as hereinafter provided.

§ 5. Lists of Defaulting Corporations; Forfeiture; Distribution of Assets; Foreign Corporations.

The secretary of state, on or before the fifteenth day of October of each year, shall file with the governor of this state a complete list of all defaulting corporations, together with the amount of the filing fee, penalties and costs remaining unpaid. The governor, for at least ten days prior to the first Monday in November following, shall publish such list in the newspaper designated to do the official advertising required by the state of Nevada, and shall append to such list, and publish therewith, his proclamation to the effect that unless the filing fee owing by such corporation, together with the penalties and all costs, shall be paid to the secretary of state, on or before noon of the said first Monday in March following, such defaulting corporation shall forfeit the amount of the tax and penalty and cost to the state of Nevada, and shall also forfeit its right to carry on business within said state, and, further, that the charters of all defaulting domestic corporations will be revoked unless payment is made as aforesaid. Said publication shall be and constitute a part of the official advertising for the state of Nevada and said paper shall not receive any compensation therefor. Immediately after the first Monday in March the

governor shall file with the secretary of state a full and complete list containing the names of all corporations whose right to do business has been annulled and whose charters have been revoked. The secretary of state shall forthwith notify the several county clerks in whose offices the articles of incorporation which have been forfeited are on file and shall also by letter addressed to its president or secretary notify each corporation of the forfeiture of its charter. In case of a reinstatement as provided in the next section, the secretary shall also immediately notify such county clerks of such fact.

In case of forfeiture of the charter and of the right to transact business thereunder, all the property and assets of the defaulting domestic corporations shall be held in trust by the directors of such corporation as in case of insolvent corporations, and the same proceeding may be had with respect thereto as is applicable to insolvent corporations. Any person interested may institute such proceedings at any time after a forfeiture has been declared as herein provided, but in case the governor shall reinstate the charter the proceedings shall at once be dismissed and all property restored to the officers of the corporation. In case the assets are distributed they shall be applied as follows: 1. To the payment of the filing fee, penalties, and costs due to the state."

2. To the creditors of the corporation; and

3. Any balance remaining shall be distributed among the stockholders. In case a foreign corporation shall make default as herein provided, the secretary of state shall issue his warrant stating the amount of the filing fee, penalty, and costs due to the state, and shall deliver such warrant to any sheriff of any county of this state who may seize and sell any property of a foreign corporation as upon execution and apply the proceeds to the payment of the filing fee, penalty, and costs and accruing costs, and any balance remaining after such sale shall by the sheriff be paid to the secretary of state, who shall return the same to the corporation whose property was sold; provided, that no more than sufficient property to pay the filing fee, penalty and costs shall be seized and sold.

$6. Reinstatement.

As amended by Stats. 1927, p. 42, chap. 21. The governor is hereby authorized to reinstate any corporation which has forfeited or which shall forfeit its right to transact business under the provisions of this act, or under the provisions of an act entitled "An act relating to revenue and taxation, providing for a license tax upon all corporations organized under the laws

of the state of Nevada, and all foreign corporations doing business under the laws of the state of Nevada, and providing a penalty for a violation of the provisions of this act," approved March 21, 1923, and to restore to such corporation its right to carry on business in this state, and to exercise its corporate privileges and immunities at any time after the date of default of such corporation in the payment of the filing fees hereinabove provided, or in the payment of the license tax provided for in said act approved March 21, 1923, upon the filing with the secretary of state of an affidavit stating the reason for the revocation of its charter, and upon payment to the secretary of state of all filing fees, licenses, penalties, and costs and expenses due and in arrears at the time of the revocation of its charter, and also all filing fees, licenses and penalties which have accrued since the revocation of its charter. In case such payment is made and the governor reinstates the corporation to its former rights he shall at once notify the secretary of state, in writing, of his action, and the secretary of state shall, upon receiving such notice, issue and deliver to the corporation so reinstated, a certificate of reinstatement authorizing it to transact business in the same manner as if the filing fee or the license tax had been paid when due, and the secretary of state shall, upon demand, issue to the said corporation one or more certified copies of such certificate of reinstatement, a copy of which shall be filed in the office of the county clerk of the county in which the principal place of business of such corporation is located or in any other county in which it may own, hold, or lease property or transact business; provided, however, that in no case shall the governor order a reinstatement unless the secretary of state shall have presented him with proof that all such delinquent fees, license taxes, penalties and costs have been paid, and that such revocation of charter occurred only by reason of failure to pay such fees or license taxes, penalties and costs.

§ 7. Corporation to Submit New Name Under Certain Conditions.

In all cases where any corporation is suspended from doing business, under the provisions of this act, or shall have heretofore been suspended from doing business under the provisions of any previous act of the legislature of Nevada, and the corporate name of such corporation shall have been legally acquired by another corporation prior to the application for reinstatement of such defaulting corporation, such defaulting corporation shall in its application for reinstatement, submit to the governor some other name, under which it desires its

corporate existence to be reinstated.

And if such name is sufficiently distinctive and different from all existing corporations, the secretary of state shall issue to such defaulting corporation, a certificate of reinstatement under such new name.

§ 8. Reinstatement of Corporations Whose Rights were Forfeited Under Act of 1923.

Any corporation whose charter or right to do business has been forfeited under the provisions of an act entitled "An act relating to revenue and taxation, providing for a license tax upon all corporations, organized under the laws of the state of Nevada, and all foreign corporations doing business in the state of Nevada, and providing a penalty for a violation of the provisions of this act," approved March 21, 1923, may be restored to its right, carry on business in this state, by complying with the provisions of sections (6) and (7) hereof.

§ 9. Act of 1923 Repealed.

That certain act entitled "An act relating to revenue and taxation, providing for a license tax upon all corporations organized under the laws of the state of Nevada, and all foreign corporations doing business in the state of Nevada, and providing a penalty for violation of the provisions of this act," approved March 21, 1923, is hereby repealed, but no corporation shall be relieved from any of the taxes, licenses or penalties imposed by previous acts of the legislature of Nevada except as provided herein.

§ 10. When Act in Effect.

This act shall take effect March 31, 1925.

Foreign Corporation Laws

Revised Laws, 1912, §§ 1348–1350

An act to require foreign corporations to qualify before carrying on business in this state, regulating and prescribing the manner thereof, other matters pertaining thereto, and repealing all other acts in conflict herewith.

Approved March 20, 1907, 190.

§ 1348. Requirements for Transaction of Business.

Section 1. Every corporation organized under the laws of another state, territory, the District of Columbia, a dependency