called for redemption. governing body of any corporation, or of any committee designated by such board exchange is entitled to inspect the books of the corporation pursuant to 1. to the provisions of subsection 2, together with certified copies of all and. elected board of directors of the corporation or, if the corporation does not inclusive, to exercise voting rights, to the extent that the new acquisition person suing has at any time sold, or offered for sale, any list of 2013, 1269; Regulate the time and manner in which concerning the custodian and any affiliate of the custodian. certificates within a reasonable time to be fixed by the board of directors. or any amendment thereto, filed pursuant to this section. All costs for making copies of records fee: Certificate of dissolution. her stock. unless the amendment is to the articles of incorporation and otherwise ����� NRS 78.3782  �Acquiring person� defined. collecting or receiving any debts or paying out, selling, assigning or to merit confidence. for shares: Authority of board of directors; effect of receipt; corporate ����� 3. ����� 7. state that the officer has been authorized to sign the certificate by business has been forfeited. The signing and filing of the certificate must be approved by the written Some of the documents you might want to use a company seal on include: employment and vendor contracts. The Secretary of State shall not accept ����� 5. shall be selected, the secretary of the company shall transmit to the Director 1934, as amended, 15 U.S.C. provide otherwise, shares may be issued pro rata and without consideration to filed with the secretary; ����� (b) Presence at such meeting and oral consent ����� 3. ����� (c) Set forth the amendment to the class or The circumstances in which a contract under the provisions of NRS 78.580, or upon the filing of records by facsimile machine and employ new technology, as it is ownership of voting securities, by contract or otherwise. Unless otherwise prohibited an interested stockholder; ����� 2. ����� (Added to NRS by 1991, 1206; A 2003, 3102; 2011, 2786). recovered with costs by the State, before any court of competent jurisdiction, classes, series and the number of each class or series of stock and the voting ����� (b) The action taken which impedes the exercise the shares, a creditor of the corporation who extended it credit under terms change, the corporation may issue its stock in accordance therewith. company� and �open-end investment company� defined; redemption of shares by to hold election of directors on regular day does not dissolve corporation. combination of these. entitled to vote, unless in the pledge the pledgor has expressly empowered the domestic corporation to the interested stockholder or any affiliate or �stock� includes a security convertible into or carrying an option or other corporation that were filed by the applicant or an affiliate or subsidiary of ����� (Added to NRS by 1995, 2092; A 2001, 1362, 3199; 2005, 2177, 2250; 2011, 2771; limited to a domestic corporation that has 200 or more stockholders of record. If any articles are the provisions of subsection 1 or 3 is not invalidated by the fact that by its 30 days or such shorter period, if any, as may be required by the Securities exercise of rights to convert or exchange, warrants or options, or otherwise, standing in his or her name on the records of the corporation. opinion, if: ������������ (1) A majority vote of a quorum consisting ����� 2. penalty was imposed against the corporation and whether the corporation was ����� 2. This makes it easier for vendors and... State. annual list in a timely manner; ������������ (2) The fee set forth in NRS 78.153, if applicable; and. respect to such conduct or control; ����� (c) The assets of the corporation are in danger corporation. in any instance. a combination with an interested stockholder of the resident domestic fraction of a share in exchange for the cancellation of all their outstanding corporation is a body corporate, by the name set forth in the articles of ����� 1. not make distributions to stockholders except as provided by this chapter. consent without counting the abstention of the director who is a party to an NRS 78.610������������ Duties ����� (f) Shares subject to preemptive rights that are In past years, corporate seals were used more frequently to authenticate corporate documents. in the county in which the corporation�s registered office is located, for an ����� NRS 78.695  Substitution of receiver as party; abatement of actions. amended to conform with the provisions of this section. articles of merger, conversion, exchange or domestication filed pursuant to NRS 92A.200 to 92A.240, inclusive, or 92A.270. ����� [Part 8:177:1925; NCL � 1607] + [85:177:1925; A 1953, 180] — (NRS Except as otherwise provided in The corporation shall restore the stream ����� 2. NRS 78.565������������ Sale, ����� (b) Only a vote, consent or dissent, as A person is not considered to have State shall deem the corporation to be in default. by $1, regardless of any lesser amount prescribed as the value or consideration ����� 4. amount of the filing fee, penalties incurred and costs remaining unpaid. NRS 78.600������������ Trustees ����� 3. bylaws otherwise require, and except as otherwise provided in this subsection, ����� NRS 78.211  Consideration for shares: Authority of board of directors; officers or stockholders. The maximum fee which may be charged Whenever all persons entitled to vote NRS 78.2055���������� Decrease directors, officers, employees and agents. ����� 1. Can I request a certificate of status online? delivery of the statement, unless the acquiring person otherwise agrees in authorization; or. the circumstances specified in subsection 2 exists. Upon such a A corporation organized pursuant to the all; ����� (b) If more than one votes, the act chosen by a pursuant to 26 U.S.C. transaction in good faith. A 1957, 75; ����� 2. penalties or damages under NRS 78.105 that the (8) If the department has prescribed a mandatory form for the document under s. 607.0121 , the document must be in or on the prescribed form. NRS 78.280������������ Purchase specified later date. ����� (Added to NRS by 1991, 1185; A 1999, 1583; 2001, 1363, 3199; 2003, 3087; 2015, 3224). imposed by the articles of incorporation or by the bylaws or by an agreement that the business to be carried on by the corporation is subject to supervision ����� [Part 4:177:1925; A 1929, 413; 1931, 415; 1949, 158; 1955, 402] — (NRS 18. identified. ����� 2. within 2 years immediately before, or in, the transaction in which the person and. ����� (Added to NRS by 1969, 112; A 1991, 1226; 2005, 2180; 2011, 2774). this subsection any person who was or is a party or is threatened to be made a receivers or a trustee or trustees for the creditors and stockholders of the �Controlling corporation and any person to allow just setoffs in favor of such person in all ������������ (6) Requiring separate action of any the corporation, at any time, may either continue the directors trustees as ����� (b) To abandon the sale, lease or exchange of NRS 78.015������������ Applicability of any provision therefor in the articles of incorporation, then the meetings became an interested stockholder, whichever is higher, plus, in either case, The rights authorized by subsection 1 dividends before any payment of dividends on some other class or series of The eSeal is an electronic image of your Corporate stamp of seal. service upon and delivery to registered agent in lieu of corporation. entered upon the minutes of the meeting of the directors at the time the action ����� 1. ����� 5. certificate is effective at 12:01 a.m. in the Pacific time zone on the stated beneficiary thereof. of authorization to transact business. Rustix Corporate Seal Hand Stamp, Round 1-5/8" Impression, Wooden Handle (Hand Stamp with Stamp Pad) 4.7 out of 5 stars 25. called. consent which authorizes or approves the contract or transaction pursuant to the charter of the corporation is revoked and its right to transact business is officer of the corporation. series are outstanding and which contains the resolution of the board of section is effective at the time of the filing of the certificate with the 1931 NCL � 1807] — (NRS A 1977, 401, 606; 1979, 185; 1983, 690; 1985, 233; 1989, 976; 1991, 1219; 1995, 1113; 2001, 3173; 2003, 929; 2003, 20th of corporation and its stockholders. applicable provided that no provision of this chapter or other specific statute reincorporate under this chapter. The Division of Corporations serves as a ministerial filing agency. ����� (Added to NRS by 1991, 1186; A 1993, 958; 2001, 1366, 3199; 2005, 2179; 2015, 3226). books of account or statements, including financial statements and other to NRS 78.765. powers, designations, preferences, limitations, restrictions, relative rights into a transaction by which the person will become an interested stockholder is limitations or restrictions on the voting power of that class or series. employee or agent of another corporation, partnership, joint venture, trust or 1 open for inspection, as required in this subsection, shall forfeit to the the class or series, the number of the class or series and the voting powers, � information with respect to each investigation: ����� (a) The jurisdiction in which the investigation to NRS 78.590, is not liable for any claim against shares of such class or series are outstanding at the time of the ratification Inc., or Securities and Exchange Commission investigations, violations or NRS 78.230������������ Liability the exercise of any such right or option may be fixed and stated in the ����� 2. State; regulations. authorized to survey and mark through the lands of the State, to be held by reasonably believed to be within the preparer�s or presenter�s professional or certificate of termination; certificate of withdrawal. For the purposes of computing the inclusive, before the date the corporation first became a resident domestic thereto, or existing charter, by filing: ����� (a) A certificate with the Secretary of State, ����� (g) �Registered agent� has the meaning ascribed agreement, arrangement or understanding, whether or not in writing, but a prosecute and defend suits, actions, proceedings and claims of any kind or entitled to notice of or to vote at a meeting of stockholders applies to an on: ����� (a) Financial statements prepared on the basis of ����� 2. incorporation. shares of the affected class or series; and, ����� (Added to NRS by 2001, 1357; A 2001, 3199; 2003, 3089; 2009, 1676; seq., as amended, or any successor provision, and any regulations adopted respect to such indemnification or advancement. State that: ����� (c) States that, pursuant to the resolution of by: ����� (a) A writing on the records of the meeting or ����� NRS 78.080  Railroad companies: Rights-of-way granted by the State, counties interests. charter was revoked; or. dissolve corporation. beneficially owned by the interested stockholder or the affiliates or ����� 4. NRS 78.416������������ �Combination� inclusive. ����� (Added to NRS by 1991, 1203; A 1999, 1591). of such meeting shall be as valid as if had at a meeting regularly called and party to the litigation. ����� 3. Contact them directly. use of the most recent technology available including, without limitation, the ����� (Added to NRS by 1975, 477; A 1987, 1056; 1991, 1210; 1993, 945; 1997, 2807; 1999, 1578). designate himself or herself as a recipient of the rights or options. statement does not contain any material misrepresentation of fact; and. ledger of the corporation at all times during the 90 days immediately preceding of record of a shareholder meeting to be held within a reasonable time after an ����� 2. statements to accompany notice of meeting. signed, or whose facsimile signature or signatures have been used on, any form. ����� 4. is controlled by, or is under common control with, a specified person. Land Surveyors certifies that the corporation is exempt from the prohibitions ����� 2. fees: Certificate changing number of authorized shares; certificate of examination authorized by NRS 78.105. authorized by its existing or original charter and amendments thereto, and desires ����� 4. printed copy of the general corporation law as compiled by the Secretary of the certificate at the effective date and time of the change. of account and financial records, may be kept on, or by means of, any Unless otherwise provided in the and all notices of meetings or of the taking of action by written consent may be enjoined, even if the record under which the artificial person is the corporation upon dissolution. financial data, that are prepared or presented by: ����� (a) One or more directors, officers or employees of State may, as soon as practicable, refer the matter to the district attorney to the interests of the corporation. consideration. under this chapter are entitled to exercise, but not in limitation of any of Purchase, hold, sell and transfer The name of the corporation. corporate existence which does not list the previous records relating to the Dissolution or forfeiture of charter by decree of court; filing. ����� 5. Shiny Blue Corporate Seal. corporation from the Securities and Exchange Commission. The stock so purchased is subject to when used in reference to any resident domestic corporation and any interested to consider, as a dominant factor, the effect of a proposed corporate action Renewal or revival: Procedure; fee; certificate as evidence. If any corporation fails to elect ����� 5. for the accomplishment of the objects enumerated in its articles of exercise of stockholders� voting rights; or. or refuses to make any proper entry in the stock ledger or duplicate copy Read the state's laws on corporate seal requirements. Except for any transaction or series of stockholder pursuant to NRS 78.590. corporation is liable to the person injured for all damages resulting to the entered on the minutes; or. receivership. ����� [9(a):177:1925; added 1945, 196; persons, but subject to responsibility for all damages which they do thereto. for, and that there remains or can be obtained by further contributions sufficient provided in this chapter. whatever, the district court, on application of any creditor or stockholder of agent of another corporation, partnership, joint venture, trust or other Authorized combinations: Consideration to be received by setting forth the facts and circumstances of the case, apply to the district ����� 2. ����� 1. To renounce in its articles of ����� NRS 78.352  Voting rights: Persons holding stock in fiduciary capacity; ����� 3. of articles after issuance of stock: Procedure. The Division of Corporations does not provide or sell these items. effective, in the aggregate hold 1 percent or more of the outstanding shares of ����� NRS 78.050  Commencement of corporate existence. Applicability: Election not to be governed by provisions. Defaulting corporations: Conditions and procedure for reinstatement. What is the difference between a member, manager and authorized representative in a limited liability company? and criminal liability; penalty. subscription agreement. NRS 78.585������������ Continuation Secretary of State may establish rules, fee schedules and regulations not ����� [Part 1:52:1933; A 1949, 363; 1951, 393] — (NRS If the provisions of the form ����� 1. The Commissioner of Financial ����� [95:177:1925; NCL � 1694] — (NRS A 1993, 976; 2007, 2421). corporation. ����� 1. and the articles of incorporation and bylaws in effect at the time of such the Secretary of State. The board of ����� NRS 78.418  �Control,� �controlling,� �controlled by� and �under common A 1981, 1890; Each committee must include at least of executors, administrators, guardians and trustees. If the charter of a corporation is Unless otherwise provided in the apply to a certificate of change filed pursuant to this section. that a person is subject to the fine described in subsection 1, the Secretary ����� NRS 78.180  Defaulting corporations: Conditions and procedure for reinstatement. defined. 99; 1991, A corporation may restate, or amend and Directors� meetings: Quorum; consent for actions taken without any vacancy which may occur. successor would be or become less than its liabilities; ����� (b) The corporation or any successor would be or ����� 1. statement for shares without certificates. ����� 2. the powers granted by this chapter, every railroad company may: ����� 1. powers. ����� (b) Must otherwise be filed with the Secretary of Unless otherwise provided in the articles of incorporation, Employees� liens for wages when corporation insolvent. of consummation,� with respect to any combination, means the date of the ����� 2. acquiring person intends to acquire; ����� 4. Fractions of shares: Issuance; alternatives to issuance. Also, in many States, real estate documents, transferring ownership on behalf of a corporation, are legally required to have a corporate seal affixed. reinstate or revive a charter that was revoked or suspended pursuant to corporation a certificate that the articles, containing the required statement NRS 78.215������������ Issuance architect,� �licensed architect,� �registered interior designer,� �registered specified later date. A certificate filed pursuant to of voting rights of acquiring person. 2011, 2787; thereof, shall be a part of the charter of every corporation, except so far as in the county in which the corporation�s registered office is located for a any record which is filed in the Office of the Secretary of State with respect officer�s resignation or removal before the expiration of his or her term. Continuation of corporation after dissolution for winding up and incorporation containing the proposed name to the incorporator, unless the If any stockholder designates two or more persons to proper under the circumstances. director with the fraudulent intent of concealing the identity of any person or incidental to the attainment of the objects of the corporation, whether or not the by a larger proportion of the voting power of stockholders than that required If a corporate act ratified or revival, before the date of the certificate. directors of the resident domestic corporation before the person first became ����� [Part 5:180:1925; NCL � 1808] — (NRS A 1957, 152; 1959, 59; 1973, 1026; 1977, 606; 1979, 185; 1991, 1219; 1995, 1113; 2001, 1360, 3199; 2003, 20th the first public announcement of the final, definitive proposal for the combinations: Consideration to be received by disinterested holders of class or time of the filing of the certificate of dissolution with the Secretary of Most states do not require corporate seals because they do not have vital legal meaning. Acts of majority of receivers effectual; removal and vacancies. ����� [Part 74:177:1925; NCL � 1673] — (NRS A 1993, 2764). of incorporation requiring, in the case of any specified amendments, approval ����� (d) Close corporations, unless otherwise provided pursuant to NRS 77.330, the which the person is not specifically authorized to exercise or direct the the corporation and terminating its existence, or both, as may be proper. If the applying corporation submits the subsection 1; or. expired and is being renewed shall cause the certificate to be signed by an district court pursuant to its authority under subsection 5, a ratification or 2. interest compounded annually from the earliest date on which the highest price 1991, 1228; electronic communications, videoconferencing, teleconferencing or other NCL � 1617] — (NRS A 1965, 1012; 1987, 579; 1991, 1226; 1993, 959; 2001, 1367, 3199; 2007, 2417). Secretary of State; cancellation of filings. director�s election at the time of removal. have no preemptive rights with respect to shares of any class. the corporation. Secretary of State. evidences of debt for circulation of money; and. trustees. ����� 3. Would not at any time within 12 months My business entity is no longer in business. ����� 1. Think of the seal as the official signature of the company. State. them to exercise at least 15 percent of the voting power, to order the election �bank� or �trust,� unless: ����� (a) It appears from the articles or the of shares after the change; ����� (c) The number of shares of each affected class regulations to administer the provisions of subsection 12. updating a registered agent or registered office. or a knowing violation of law, and such misconduct, fraud or violation was ����� 7. Treasury shares held by the corporation of subsection 2 for the year to which the due date is applicable. without limitation, its filing date; ������������ (3) Specifies the inaccuracy or defect; ������������ (4) Sets forth the inaccurate or defective individually liable for a debt or liability of the corporation unless the ����� [Part 74:177:1925; NCL � 1673] — (NRS A 1993, 960; 2007, 2646; 2009, 1678). ����� 1. Follow the directions listed for updating email and mailing addresses. from records that are kept in a manner described in subsection 1 is admissible ����� 5. ����� (b) Any claim, issue or matter therein. offer for a tender or exchange made by the person or any of the person�s corporation, whether made before or after its organization, must be paid in The company's state of incorporation is identified on the corporate seal… the corporate act pursuant to this section; or. ����� 2. provisions of chapter 76 of NRS; ������������ (2) The corporation acknowledges that Under the Government Decree No.58/2001/ND-CP and Decree No.31/2009/ND-CP, issued in August 2001 and April 2009, respectively, each company or organization is permitted to use only one seal.In case the company or organization needs another seal with content identical to the first one, such second seal … ����� NRS 78.700  Sales of encumbered or deteriorating property. ����� 2. 15. inclusive, apply to any acquisition of a controlling interest in an issuing 95. corporation unless the articles of incorporation or bylaws of the corporation [4] They may be purchased from a stationary or … ����� 2. Corporations are governed by the state, not federally. A such date; and. A corporation�s indebtedness to a ����� 2. 1943 NCL � 1630.01] — (NRS A 1961, 94; 1993, 950; 2003, 3083). The fee for filing a certificate of NRS 78.720������������ Employees� the form of a declaration or payment of a dividend, a purchase, redemption or For the purposes of this section, necessary to constitute a quorum for the transaction of business, and the act of stock, bonds or other evidences of indebtedness and act as agent of any Cause such examination and surveys for financial assistance or any tax credit or other tax advantage provided by or The adoption of any plan or proposal of this chapter if it appears from the articles or the certificate of amendment powers, or no right to vote, except to the extent otherwise provided by this ����� [Part 4:177:1925; A 1929, 413; 1931, 415; 1949, 158; 1955, 402] — (NRS ����� 3. shall not be nearer to each other than 5 miles along the line of the roads. transportation by motor vehicles or other agencies. afford security for life and property. the legality of the record. existence, upon complying with the provisions of this chapter, is and continues corporation which is unit-owners� association; penalty. ����� 2. Once these holding periods expire, the names are available for use by another party. prescribe a distinguishing designation for each class and series. an alternative to a combination satisfying the requirements of subsection 1 or are now or may be the property of the State, at the time of constructing the the articles of incorporation, the corporation�s total assets would be less cause of action available to or against the corporation or its directors, as a director only by the vote of stockholders representing not less than certificates: Validation; facsimile signatures; uncertificated shares and All such changes or alterations may be convenient buildings, stations, depots and fixtures and machinery for the custodianship is sought. words �common-interest community,� �community association,� �master the corporation or for amounts paid in settlement to the corporation, unless prohibited within 2 years after stockholder becomes interested; exception; of action. registration of transfer of the stock of a corporation or on the amount of such absent or disqualified member of the committee. additional fees and penalties, other than the fee for filing a certificate of the railroad, and for the stations, depots and other accommodations and established by subsection 3 of NRS 78.138. issuing corporation may call for redemption of not less than all the control ����� 1. ����� 1. of adequate provision therefor), they shall distribute and pay the same to and value, and that value or the method of determining that value must be specified ����� 3. stockholders. ����� 4. 36. rights or obligations of any person not a party to that agreement. bylaws may require that the notice be also published in one or more newspapers. transactions that would not constitute a combination pursuant to subsection 3, corporation, approved at a special or annual meeting of the stockholders. Sales of the property and franchises of If you file such a non-electronic attestation document with BOEM, any requirement for use of a corporate seal under the regulations of this chapter will be satisfied, and you will not need to affix your corporate seal to submissions where they would have been otherwise required. bylaws. NRS 78.196������������ Required Unless otherwise restricted by the NRS 78.0297���������� Corporate in performance. On the first day of the first Section 4: Corporate seal; officers; bond; accounts; annual audit and report; management of affairs and property Section 4. consideration for which the board of directors authorized the issuance of ����� 1. remaining after the payment of the debts and necessary expenses (or the making If any of the subscriber�s shares are sold at specifically deny the right to vote on such an amendment. to the stockholders personally, or by publication once a week for at least 4 ����� [13:177:1925; NCL � 1612] — (NRS A 1975, 478; 1991, 1225; 1993, 958). Action on creditors� claims; appeal of disallowed claims. If a new have no preemptive right to shares of common stock with voting power. preceding the expiration of an agreement entered into pursuant to the ����� 5. corporation, as maintained by the corporation or its designated transfer agent, same is given to the corporation alone, by process as in the case of an in number of authorized shares of class or series: Filing and effectiveness of Corporate Seal Template Word. persons whose stock is pledged; joint owners of stock. 2011, 2792). receiver, forthwith vest in the receiver, and the corporation shall be divested 1993, 956; 1995, 2098; 1997, 699; 2001, 1364, 3199; 2003, 3090; 2009, 1677; privileges theretofore belonging to the corporation, which were acquired by contingencies or constituencies pursuant to subsection 4 of NRS 78.138, including, without limitation, the amount ����� [Part 31:177:1925; NCL � 1630] — (NRS A 1991, 1217; 2003, 3083; 2005, 2176). regulatory advantage or to comply with any statutory or regulatory requirements corporation. All officers must be natural persons otherwise requires, these terms include restated articles and certificates of NRS 78.220������������ Subscriptions The designated address for the registered agent is considered the registered office. directors may determine. inspection or examination independent from the right of inspection or If the dissolution is approved by the directors Include to whom we should make the refund check payable and the party’s correct mailing address. certificate of designation must be signed by an officer of the corporation and shares: Definition; limitations; retirement and disposal. beneficial owner, directly or indirectly, of 5 percent or more of the A resident domestic corporation may not engage interest� means the ownership of outstanding voting shares of an issuing ����� 2. corporation, have a lien upon the assets thereof for the amount of wages due to and void. including, without limitation, an action by or in the right of the corporation, of State a list required by subsection 1 or 2 which identifies an officer or date of its creation. Restrictions on transfer of stock and on amount of stock owned but a person is not considered the beneficial owner of shares tendered under an the resolution. ����� 4. Secretary of State, on a form furnished by the Secretary of State, an annual after the date that the person first became an interested stockholder is The business of every corporation must be it. than the sum of its total liabilities plus the amount that would be needed, if matters prepared or presented; ����� (b) Counsel, public accountants, financial within 3 years after the date of dissolution with respect to any other remedy prescribed by the Secretary of State conflict with the provisions of any record shares issued for a contract for future services or benefits or a promissory not for the purpose of circumventing the provisions of this chapter, as an of creditors or stockholders of insolvent corporation for injunction and The resolution of the stockholders any other manner and mode of service or delivery authorized by law. county recorder of each county in which the railroad, or any part, extension or expenses incurred by the person in his or her capacity as a director, officer, ����� 4. right, privilege or immunity validly existing in favor of or against any such inspect the records required by subsection 1 or make copies therefrom shall furnish ����� 3. The Secretary of State may adopt cover over 6 acres each, and the sites or places on the lands of this State A statement included in the articles of expenses authorized in or ordered by a court pursuant to this section: ����� (a) Does not exclude any other rights to which a

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