With the passing of SB60 in 2013 many of Nevada's Statutes relating to Corporations, LLC's and Registered Agents were amended. Changes include tougher Registered Agent regulation and record keeping requirements (NRS 77), steep penalties for operating without renewing your business license (NRS 76) and tougher annual certifications of compliance. All changes are effective October 1, 2013:

 

We consider this to be the most important section of the new law as it has a very real effect on our clients' privacy. We believe our solution addresses the changes fully and will result in the same (or better) privacy than provided prior to the changes.

 

As a result of the passing of SB60 2013, Nevada Statutes (NRS 78.105) and (NRS 86.241) require all Entities to maintain records at their Registered Office and all Nevada Registered Agents to maintain records on their Corporate clients. These requirements now include maintaining copies of Operating Agreements/Bylaws as well as the Stock Ledger and/or Membership Listing for an LLC. In lieu of the stock ledger the corporation may keep a statement setting out the name of the custodian of the stock ledger, and the complete mailing or street address where the stock ledger is kept. Registered Agents now face fines for non-compliance as well as their company registration being revoked NRS 77.443.

Effective October 1, 2013 NRS 86.246 the Secretary of State may now request copies of Operating Agreements/Bylaws as well as the Stock Ledger and/or Membership Listing from the Registered Agent....... But don't worry! The Secretary Of State promises to keep the information confidential, and only release it in certain circumstances and to certain parties NRS 76.160 ... such as...The I.R.S., any agency of any state charged with the administration or enforcement of laws relating to workers’ compensation, unemployment compensation, public assistance, taxation, labor or gaming and to any law enforcement agency in the course of a criminal investigation, or to any agency or political subdivision of any State or the United States in the course of an enforcement action......Additionally, many other Government Agencies continue to use 3rd Party Record Keeper Summons to obtain this ownership information from the Registered Agent. The Registered Agent is an easy target since every company must have one, and they must be listed in the public record and must be available to receive service of process.

OUR SOLUTION: - In line with our philosophy and our internationalization we have improved our services to include an Offshore Custodian of Stock Ledger: We provide an offshore company secretary in all our service packages as this is integral to our records preparation and filing service and the secretary is appointed as the custodian of the stock ledger or membership listing.  If the Secretary of State were to request the records (per NRS 86.246), it will simply receive a statement setting out the name of the custodian of the stock ledger, and the complete mailing or street address where the stock ledger/membership listing is kept. In this case by the (offshore) Secretary of your Company. The Bylaws and Operating Agreement (also improved) contain no personal information, just the rules and Regulations regarding the Company management. The capitalization and membership of the LLC is listed in a separate document that is not a part of the Operating Agreement.

 

COMPLETED ACTION NO. 1: - We have already convened the meetings required to change the Secretary (and Manager of your LLC) and we are providing the “Offshore Custodian service” at no additional cost until your next renewal is due.

REQUIRED ACTION NO. 2: - For our LLC "nominee" clients, we must immediately amend and fully supercede the existing Operating Agreement  for your LLC with our revised and improved agreements. The new Operating Agreement is stripped of all confidential client information including membership and capitalization which are provided for in a separate agreement. You will receive an invoice for this shortly.

REQUIRED ACTION NO. 3: - We will be providing the documentation required by NRS 78.105 and NRS 86.241 to the Nevada123.com "Approved Service Provider" Nevada Registered Agent on or before December 31, 2013

If you are a "Nominee LLC" client, your documents MUST be amended immediately. If you fail to respond to our requests for invoice payment and execution of the revised documentation, this WILL lead to a severe compromise in your privacy. YOU HAVE BEEN WARNED!

REQUIRED ACTION: - We will be providing the documentation required by NRS 78.105 and NRS 86.241 to the Nevada123.com "Approved Service Provider" Nevada Registered Agent on or before December 31, 2013

if you are an existing NON-NOMINEE client and do not wish to see your privacy eroded further, we are offering you a ONE TIME option to add the Offshore Custodian of Stock Ledger or Membership List service to your existing service package. After December 31, 2013 this service will only be available as a part of our Officer/Director/Manager Nominee service. Please contact us if this interests you.

 

NRS 76.180 was amended to include stiff penalties for failing to renew a business license while still operating a business as follows:

1. Every person (corporation or LLC) who conducts a business in this State and who willfully fails or neglects to obtain or renew a state business license as required by this chapter and to pay the fees required by NRS 76.100 and 76.130 is subject to a fine of not less than $1,000 but not more than $10,000, to be recovered in a court of competent jurisdiction. (by the district attorney)

OUR SOLUTION: - We already provide the annual filing service that includes renewing the state business license. All of our incorporation packages include obtaining a state business license (administered by the Nevada Secretary of State).

EXISTING CLIENTS; ACTION REQUIRED TO COMPLY:
None, other than renew our services on an annual basis until the company is no longer needed, then initiate a formal dissolution with the Secretary of State.

 

NRS 78.150 and NRS 86.263 were amended to include much tougher certifications by the Officer or Manager who executes the initial and annual filings on behalf of the Corporation or LLC as follows: 

Each list required (to be filed) by subsection 1 or 2 must be accompanied by: (a) A declaration under penalty of perjury that : [the corporation:] (1) has complied with the provisions of NRS 76 (business license) ; [and] (2) acknowledges that pursuant to NRS 239.330, it is a category C felony to knowingly offer any false or forged instrument for filing with the Office of the Secretary of State [.] ; and (3) None of the officers or directors identified in the list has been identified in the list with the fraudulent intent of concealing the identity of any person or persons exercising the power or authority of an officer or director in furtherance of any unlawful conduct.
 
As a result of these changes there may be a greater chance that prosecutors or plaintiffs' lawyers attempt to use these statutes to initiate legal action against corporate officers and or registered agents, despite the fact that their burden of proof is not changed by the amendments to these sections.

SOLUTION NO. 3: - We will continue to provide our Offshore Nominee (Privacy) services, although as a precaution, we may demand further assurances of legal conduct from our clients. 

EXISTING CLIENTS; ACTION REQUIRED TO COMPLY:
None, although as a precaution, we may demand further assurances of legal conduct from our clients.