Nevada requires domestic and foreign business entities to file with the Secretary of State an initial list of the business entity’s directors and officers or other persons holding the equivalent positions (e.g., managers/managing members for limited liability companies, or general partners for limited partnerships).  The business entities subject to this requirement include corporations, limited liability companies, limited partnerships, registered limited liability partnerships, business trusts, and professional associations.

Recent legislation (Assembly Bill 123, effective October 1, 2017) changed the due date for filing the initial list as follows:

Domestic business entities – Each domestic business entity is required to file its initial list at the time it files its formation document (e.g., articles of incorporation, articles of organization, certificate of limited partnership, certificate of LLP registration, certificate of trust, articles of association) with the Secretary of State. Formerly, the initial list was due on or before the last day of the month after filing the formation document.

Foreign business entities – Each foreign business entity is required to file its initial list at the time it files its application for registration with the Secretary of State. Formerly, the initial list was due on or before the last day of the month after filing the application for registration.

Amended filing – If the domestic or foreign business entity files an amended list with the Secretary of State within 60 days after the date on which the initial list was required to be filed the Secretary of State will not charge a filing fee.

Anyone planning on forming a Nevada business entity or registering a foreign business entity in Nevada should keep in mind that the initial list is now required at the time of filing the formation or registration document. A failure to comply can result in delays in the formation or registration of the business entity.

For assistance with Nevada formations or registrations, contact your CT representative or call 855-974-9883.

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