Section 12
Merging Corporations to Gain the Benefits of Nevada Corporate Law
A corporation formed in any state other than Nevada might want to qualify as a foreign corporation to do business in Nevada. A Nevada resident agent must be appointed.
To qualify the out of state corporation, two forms, available from the Secretary of State, must be completed:
1. Statement by Corporation to Transact Business in Nevada
2. Certificate of Acceptance of Appointment by Resident Agent
The first form must be completed by the out-of-state corporation and submitted to the Secretary of State with the Certificate of Good Standing, issued by the state of incorporation. In the case of a nonprofit-nonstock corporation, the certificate must indicate that fact.
The second form must be completed and forwarded to the resident agent for acceptance. The resident agent will then submit the completed form to the Secretary of State. If you choose, the agent can also submit the Statement by Corporation to Transact Business in Nevada at the same time. Be sure to include the required state and agent fees.
There is a more effective approach to obtaining the benefits of Nevada corporate law. A Nevada corporation can be formed and merged with the existing out-of-state corporation to create a new Nevada corporation.
An agreement of merger must be prepared and approved by the two corporations which sets forth the terms of the merger. The agreement of merger becomes part of the new corporation's records. CRA of America, LLC can assist with filing the forms, but only after an agreement is made between the two corporations. Clients of the Corporate Minute Maintenance Program may be assisted with this merger agreement.
The Statement by Corporation to Transact Business in Nevada is included in this section. The Certificate of Acceptance of Appointment by Resident Agent can be found in Section 5.