Foreign corporation laws

44 INDEX TO GENERAL CORPORATION LAW.

SKCTION. PAGE.

Surviving incorporators may designate others in place of deceased 38 14

Sections relating to similar provisions: See title "Compare," in index.

Transfer of stock, generally 27 11

Not fully paid, security for 65 22

Taxation, stock held by non-residents exempt from 57 21

Retaliatory : : 106 34

Terms used in Act, meaning of certain 104 34

Trustee, may vote stock or give proxy 60 21

Not personally liable as stockholder 32 13

Vacancies, Directors, by failure to elect or qualify 24 10

Generally 25 11'

Vested rights not impaired by repeal of other Acts 114 36

Vote, who may, stock ledger to determine 59 21

Voting, cumulative, unless otherwise prescribed in articles ..-. 20 9

Voting list of stockholders 58 21

Voting, treasury stock not to be voted 62 22

Voting power of stockholders 17 8

May give proxies 20 9

When corporate existence begins 5 4

ROLANu u. 3RUNER.

STATE OF NEVADA

Foreign

Corporation

Laws

Compiled by

W. G. DOUGLASS,

Secretary of State

Printed at the

State

Printing Office, Carson City

J. G. McCarthy, State Printer

J907

FEES OF SECRETARY OF STATE.

Following is Section 102 of the General Corporation Law, as amended in 1905:

On filing any certificate or articles or other paper relative to corporations, in
the office of the Secretary of State, the following fees and taxes shall be paid to
the Secretary of State, for the use of the State:

For certificate or articles of incorporation, ten (10) cents for each thousand
dollars of the total amount of capital stock authorized, but in no case less than
ten dollars.

Increase of capital stock, ten (10) cents for each thousand dollars of the total
increase authorized, but in no case less than ten dollars.

Consolidation and merger of corporations, ten (10) cents for each thousand
dollars of capital authorized, beyond the total authorized capital of the corpora-
tions merged or consolidated, but in no case less than ten dollars.

Extension or renewal of corporate existence of any corporation, one-half that
required for the original certificate or articles of organization or incorporation
by this Act.

Dissolution of corporation, change of nature of business, amended articles or
certificates of incorporation or organization (other than those authorizing increase
of capital stock), decrease of capital stock, increase or decrease of par value of
number of shares, ten dollars.

For filing list of officers and directors or trustees, and name of agent upon
whom service may be had, one dollar.
. For certifying to articles of incorporation where copy is furnished, two dollars.

For certifying to the authorized printed copy of the General Corporation
Law, as compiled by the Secretary of State, two dollars.

And for all certificates not hereby provided for, five dollars.

Provided, that no fees shall be required to be paid by any religious or chari-
table society or association or educational association having no capital stock.

ittOLAND b. pttUNER.

FOREIGN CORPORATION LAWS

A71 Act to require foreign corporations to furnish evidence of their
incorporation and corporate name.

Approved March 4, 1869.

Section 1. Every incorporated company or association created and
existing under the laws of any other State, or of any foreign govern-
ment, shall file in the office of the County Recorder of each county in
this State, wherein such corporation is engaged in carrying on business
of any character, a properly authenticated copy of their certificate of
incorporation, or of the Act or law by which such corporation was cre-
ated, with a proper certificate of the officers of the corporation as to
the genuineness of the same; and to each of such certificates shall be
appended a duly certified list of the officers of such corporation, which
said list, with the proper supplemental certificate, shall be corrected as
often as a change in such officers occurs; and a copy of such certificate,
duly certified to by the County Recorder wherein such certificate is filed,
may be introduced in evidence to prove the fact of the existence of such
corporation, without further proof. As amended, Stats. 1877, p. 57.

Sec. 2. Any person or persons who shall act as the managing agent
or superintendent of any such corporation, in conducting or carrying on
any business of such corporation, in any of the counties of this State,
without any such certificate having been filed as required by section one
of this Act, shall be deemed guilty of a misdemeanor, and on conviction
shall be fined not less than fifty nor more than five hundred dollars, to
which may be added imprisonment in the county jail for any period
not exceeding six months; provided, that in all actions against such
corporations, associations or companies, which have neglected to file
the proper certificate or Act of their incorporation, as heretofore pro-
vided, it shall be sufficient to establish the legal existence of such
corporation by the proof of their acting as such. As amended, Stats.
1877, p. 57.

An Act to require foreign corporations and associations to name and keep
agents in this State upon tvhom all legal process may de served.

Approved February 25, 1889.

Section 1. Every incorporated company or association created and
existing under the laws of any other State or Territory, or foreign gov-
ernment, or the Government of the United States, owning property or
doing business in this State, shall appoint and keep in this State an
agent upon whom all legal process may be served for such corporation
or association. Such corporation shall file a certificate, properly authen-
ticated by the proper officers of such company, with the Secretary of
State, specifying the full name and residence of such agent, which cer-

4 FOREIGN CORPORATION LAWS OF NEVADA.

tificate shall be renewed by such company as often as a change may be
made in such appointment, or vacancy shall occur in such agency.

Sec. 2. Any and all legal process may be served upon such company
by delivering to such agent, personally, a copy of such process, which
shall be legal and valid.

Sec. 3. If any such company shall fail to appoint such agent, or
fail to file such certificate for fifteen days after a vacancy occurs in such
agency, on the production of a certificate of the Secretary of State, show-
ing either fact, which certificate shall be conclusive evidence of the fact
so certified to and be made a part of the return of service, it shall be
lawful to serve such company with any and all legal process, by deliv-
ering a copy to the Secretary of State, or, in his absence, to any duly
appointed and acting Deputy Secretary of State, and such service shall
be valid to all intents and purposes ; provided, that in all cases of serv-
ice under this Act, the defendant shall have forty days (exclusive of the
day of service) within which to answer or plead, except in cases in the
Justice Courts, where the summons shall specify the day and hour for
the appearance of the defendant, and shall be made returnable not less
than forty nor more than sixty days from the date of issuance thereof,
and shall be served at least forty days before the time fixed therein for
the appearance of the defendant. This Act shall be construed as giv-
ing an additional mode and manner of serving process and as not affect-
ing the validity of any service of process hereafter made, which would
be valid under any statute now in force. As amended, Stats. 1905, pp.
140, 141.

An Act requiring foreign corporations doing business in the State of
Nevada to publish annual statements.

Approved March 28, 1901.

Section 1. All foreign corporations doing business in the State of
Nevada shall during the month of May of this year and each succed-
ing year in the month of January, publish a statement of their last
year's business in some daily newspaper in the State of Nevada for a
period of one week.

Sec. 2. The Secretary of the company publishing the statement shall
file a copy with the Assessor of each county of the State of Nevada, in
which said company is doing business. As amended, Stats. 1907, p. 39.

Sec. 3. Any corporation coming within the provisions of this Act
who shall neglect or refuse to file a statement as required by section
one of this Act, shall be liable to a penalty of $100 for each month that
the published statement remains unfiled with the several Assessors of
the State.

Sec. 4. Any District Attorney in the State is competent to sue to
recover the penalty, or the Attorney- General. The first county suing
through its District Attorney shall secure the penalty, and if no suit is
brought for the penalty by any District Attorney the State shall have
the right to recover through its Attorney -General.

Sec. 5. All Acts and parts of Acts in conflict with this Act are hereby
repealed.

FOREIGN CORPORATION LAWS OP NEVADA. 5

An Act to amend section one of an Act entitled "An Act to define the
rights and responsibilities of owners of telephoyie lines in the State
of Nevada, ^^ approved March 1, 1897.

Approved March 8, 1905.

Section 1. Section one of the above -entitled Act is hereby amended
so as to read as follows:

Section 1. All persons or corporations owning telephone lines now
in operation, or who may hereafter construct and operate such lines in
the State of Nevada, shall be entitled to all the rights and privileges
and be subject to all the restrictions and responsibilities provided for in
an Act entitled "An Act for the regulation of the telegraph, and to
secure secrecy and fidelity in the transmission of telegraphic- messages,"
approved February 16, 1864, and in an Act entitled "An Act to pro-
vide for constructing and maintaining telegraph lines in the State of
Nevada," approved February 9, 1866, and all Acts and parts of Acts
amendatory of, or supplementary to said two Acts mentioned herein,
so far as the same shall be applicable to telephone companies.

An Act for the regulation of foreign building and loan societies doing
business in the State of Nevada.

Approved March 13, 1905.

Section 1. All foreign building and loan societies doing business
in the State of Nevada shall pay into the office of the State Insurance
Commissioner an annual license of $100.

Sec. 2. They shall file with the Insurance Commissioner before the
1st day of March of each year an annual statement of all business done
by them for the previous year, either in Nevada or elsewhere, and the
same shall be published as the statements of other corporations.

Sec. 3. Any person soliciting business for a foreign building and
loan society in this State which has not paid the license mentioned in
Section 1 of this Act shall be deemed guilty of a misdemeanor, and,
on conviction thereof, be fined $100 or confined for fifty days in the
county jail, or both such fine and imprisonment.

Sec. 4. The Insurance Commissioner is authorized to examine into
the business of any corporation doing business in Nevada under this
Act, but shall not be allowed more than his actual expenses while so
doing. His bills for such expenses shall be submitted to the State
Board of Examiners, and when allowed the State Controller shall draw
his warrant for the same.

Sec. 5. All moneys received by the Insurance Commissioner under
this Act shall be paid into the General Fund.

Sec. 6. This Act shall take eifect on and after its approval by the
Governor.

An Act to amend an Act entitled "Aw Act providing a general
corporation law" approved March 16, 1903.

Approved March 14, 1905.

Section 8. Section 85 of the law of 1903 relative to corporations is
amended to read as follows:

6 FOREIGN CORPORATION I^WS OF NEVADA.

Section 85. Every corporation incorporated or authorized to trans-
act business in this State shall, within thirty days after every and any
corporate act which nqakes any change in the board of directors or
trustees, file in the office of the Secretary of State a statement duly
authenticated by the signatures of the president and secretary and
verified by each of them, giving the names of all the directors or trus-
tees and officers, with the date of election or appointment of each, term
of office, residence and postoffice address of each, character of his busi-
ness, location (giving also street and number if practicable) of its prin-
cipal office in this State, and the name of the resident agent in this
State in charge of said office upon whom process can be served, and
every corporation failing so to do for thirty days shall forfeit to the
State $100.

An Act reguiring certain non-resident joint -stock companies, associations
and corporations doing a building and loan business to furnish secur-
ity before doing business in this State, and prescribing the penalty
for a failure to do so.

Approved March 14, 1907.

Section 1. No joint- stock company, association or corporation here-
tofore or hereafter organized under the laws of any other State, or Ter-
ritory, or foreign country, for the purpose of engaging in the building
and loan business, or to borrow, loan or invest money, or dealing in
investment certificates, or other similar business, except a banking busi-
ness, shall be allowed to continue or to do business, or sell their stock
or certificates in this State after May first, A. D. 1907, without first
having deposited with the State Treasurer the sum of $50,000 in
money, or United States, or municipal bonds of this State, or in first
mortgage upon real estate located within this State, as a guarantee
fund for the protection and indemnity of residents of the State of
Nevada, with whom such companies, associations, or corporations shall
do business; the fund so deposited to be paid by the custodian thereof
to the residents of Nevada only; and not then until proof of claim of
final judgment has been filed with the custodian of such fund against
such foreign company, association or corporation. Any of the securi-
ties so deposited may be withdrawn at any time upon others, herein
provided for, or like amount, being substituted in lieu thereof.

Sec. 2. Any person or persons who shall be found in this State as
agent, or in any other capacity representing such non-resident or for-
eign company, association or corporation, which has not complied with
the provisions of this Act shall be deemed guilty of a misdemeanor,
and on conviction thereof shall be fined not exceeding five hundred
dollars, or imprisonment in the county jail not exceeding six (6) months,
or by both such fine and imprisonment.

Sec. 3. Any company, association or corporation subject to the pro-
visions of this Act, which has not fully complied with the terms thereof
shall not be permitted to commence, maintain or prosecute any action
in any court in this State.

Sec. 4. All Acts and parts of Acts in conflict herewith are hereby
repealed.

FOREIGN CORPORATION LAWS OF NEVADA. 7

An Act to require foreign corporations to qualify before carrying on busi-
ness 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.

Section 1. Every corporation organized under the laws of another
State, Territory, the District of Columbia, a dependency of the United
States or foreign country, which shall hereafter enter this State for the
purpose of doing business therein, must, before commencing or doing
any business in this State, file in the office of the Secretary of State of
the State of Nevada a certified copy of said articles of incorporation, or of
its charter, or of the statute or statutes, or legislative, or executive, or
governmental Acts, or other instrument or authority by which it was
created, and a certified copy thereof, duly certified by the Secretary of
State of this State, in the office of the County Clerk of the county where
its principal place of business in this State is located;

Sec. 2. On filing certified articles, papers, or other instrument of
incorporation, as required in section one of this Act, said corporation
shall pay the same fees to the Secretary of State as are paid by corpo-
rations organized under the laws of this State.

Sec. 3. Every such corporation which shall fail or neglect to comply
with the provisions of this Act shall be subject to a fine of not less than
five hundred dollars, to be recovered in a court of competent jurisdic-
tion, and shall not be allowed to commence, maintain, or defend any
action or proceeding in any court of this State until it shall have fully
complied with the provisions of this Act; and any person or persons
who shall act as agent within this State of any such corporation, which
shall fail for a period of ten days after the taking effect of this Act to
comply with the provisions herein, shall also be personally and indi-
vidually liable to a fine of not less than five hundred dollars; and it is
hereby made the duty of the Secretary of State, as he may be advised
that corporations are doing business in contravention of this Act, to
report them to the Governor, who shall instruct the District Attorney
of the county wherein such corporation has its principal place of busi-
ness, or the Attorney -General of the State, or both, as soon as practi-
cable, to institute proceedings to recover the fine or fines provided for
in this section.

Sec. 4. All Acts and parts of Acts in conflict herewith are hereby
repealed.

An Act to give foreign corporations the benefits of the statute of
limitations of this State on certain conditions.

Approved March 29, 1907,

Section 1. Every foreign corporation doing business in the State of
Nevada, which complies with all the provisions of the laws of this State,
with reference to or concerning such corporations, is and shall be there-
after entitled to the benefit of the laws of this State, limiting the time
for the commencement of civil actions, but no such corporation is or
shall be entitled to the benefit thereof, nor can any such corporation
maintain or defend any action or proceeding in any court of this State,
until such corporation has complied with all the said laws of this State.

Sec. 2. This Act shall take effect immediately.

INDEX TO FOEEIGN CORPOEATION LAWS.

I'AGK

Fees for filing 2

Foreign corporations to appoint an agent in this State 3

Foreign corporations to furnish evidence of incorporation and name 3

Foreign corporations doing business in this State to publish annual statements 4

Report of election of officers of corporation to Secretary of State 5

Defining rights and responsibilities of telephone lines and owners thereof 5

Foreign building and loan societies ,. 5

Non-resident joint-stock companies, associations or corporations doing a building and

loan business to deposit $50,000 or equivalent in bonds with State Treasurer before

doing business : 6

Deposit to be made before May 10, 1907 6

Any person acting as agent of corporation not complying with law shall be deemed

guilty of misdemeanor 6

Company failing to comply with law shall not maintain or prosecute any action in any

court in this State (J

Foreign corporations to file certified copy of charter with Secretary of State 7

Certified copy of charter to be filed with the County Clerk of county where principal

place of business is located 7

Fees same as domestic corporations 7

Failure to comply with provisions subject to a fine of $500 7

Any person acting as agent without a compliance with the law subject to a fine of $500... 7

Failure to comply with enactment, cannot maintain or defend an action at law 7

Benefits of the statute of limitations 7

GENERAL

CORPORATION LAWS

STATE OF DELAWARE