More and more often, Government Agencies (including the Internal Revenue Service) are becoming increasingly creative in their efforts to obtain private and confidential information about the principals of Nevada Entities. These Agencies appear to be skipping the formalities of contacting the Entity itself to resolve any issues. Instead they are serving the Commercial Registered Agent directly with a summons or subpoena in order to obtain the information. Often the Registered Agent is even prohibited from informing you when this occurs! 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.It is easy for any Government Agency to serve such a summons or subpoena.

It works like this for Example: The Agency issues a summons upon the “3rd Party Record Keeper" and it reads something like this:

“…..Pursuant to this summons you are required to produce and deliver copies of all documents regarding XYZ LLC to include but not limited by; copies of all contact information, correspondence, notes on internal computer systems, documents retained for or sent to XYZ LLC, all legal documents, lists of officers, articles of incorporation, certificates of standing, credit card or other payment receipts, names, telephone numbers and addresses of all officers and associated parties, and any other documents in your possession without exclusion or limitation.”

 

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.