Fill and Sign the Control Number Nv 00inc2 Form

Prepared by U.S. Legal Forms, Inc.Copyright 2016 - U.S. Legal Forms, Inc.The contents of this package are as follows:1. Statutory Reference2.Selected Law and Notes3.Forms List4. Notes on Downloading the Forms5. Notes on Completing the Forms6. Instructions and Steps7.Accessories8.Disclaimer STATE OF NEVADA PROFESSIONAL CORPORATION Control Number: NV-00INC2 PROFESSIONAL CORPORATION for State-Licensed Professionals STATE OF NEVADA Electronic Version Statutory References Nevada Revised Statutes, Title 7: Business Associations… Ch 78: Domestic Corporations; Ch 89: Professional Corporations and Associations. You may view all statutes referenced in this package here: http://www.leg.state.nv.us/NRS/Selected Law and Notes Professional Corporations: Selected Nevada Law – Selections from N.R.S., Title 7, Chapter 89, Professional Corporations and Associations. Some portions of the selected material has been highlighted in red. You should read and understand all of N.R.S. Title 7 pertaining to Corporations and Professional Corporations. Consult a local attorney if you have questions. NRS 89.010 Short title. This chapter is known and may be cited as the Professional Corporations and Associations Act.NRS 89.020 Definitions. As used in this chapter, unless the context requires otherwise: “Employee” means a person licensed or otherwise legally authorized to render professional service within this state who renders such service through a professional corporation or a professional association, but does not include clerks, bookkeepers, technicians or other persons who are not usually considered by custom and practice of the profession to be rendering professional services to the public. “Licensed” means legally authorized by the appropriate regulating board of this state to engage in a regulated profession in this state.… “Professional corporation” means a corporation organized under this chapter to render a professional service. “Professional service” means any type of personal service which may legally be performed only pursuant to a license, certificate of registration or other legal authorization. “Regulating board” means the body which regulates and authorizes the admission to the profession which a professional corporation or a professional association is authorized to perform.…NRS 89.030 Applicability of Chapter 78 of NRS. The laws applicable to other Nevada private corporations organized under Chapter 78 of NRS and all rights, privileges and duties thereunder shall apply to professional corporations, except where such laws are in conflict with or inconsistent with the provisions of this chapter. In case of conflict, the provisions of this chapter shall apply.NRS 89.040 Organization: Procedure; limitation; contents of articles of incorporation; corporate name. 1. One or more persons may organize a professional corporation in the manner provided for organizing a private corporation pursuant to Chapter 78 of NRS. Each person organizing the corporation must, except as otherwise provided in subsection 2 of NRS 89.050, be authorized to perform the professional service for which the corporation is organized. The articles of incorporation must contain the following additional information: (a) The profession to be practiced by means of the professional corporation. (b) The names and post office boxes or street addresses, either residence or business, of the original stockholders and directors of the professional corporation. (c) Except as otherwise provided in paragraph (d) of this subsection, a certificate from the regulating board of the profession to be practiced showing that each of the directors, and each of the stockholders who is a natural person, is licensed to practice the profession. (d) For a professional corporation organized pursuant to this chapter and practicing pursuant to the provisions of NRS 623.349, [re: architects, registered interior designers, residential designers, professional engineers and landscape architects] a certificate from the regulating board or boards of the profession or professions to be practiced showing that control and two- thirds ownership of the corporation is held by persons registered or licensed pursuant to the applicable provisions of chapter 623, 623A or 625 of NRS. As used in this paragraph, “control” has the meaning ascribed to it in NRS 623.349. 2. The corporate name of a professional corporation must contain the words “Professional Corporation” or the abbreviation “Prof. Corp.,” or the word “Chartered” or “Limited” or the abbreviation “Ltd.” The corporate name must contain the last name of one or more of its stockholders. The corporation may render professional services and exercise its authorized powers under a fictitious name if the corporation has first registered the name in the manner required by Ch 602 of NRS. NRS 89.050 Scope of business; property and investments; professional services by officers and employees. 1. Except as otherwise provided in subsection 2, a professional corporation may be organized only for the purpose of rendering one specific type of professional service and may not engage in any business other than rendering the professional service for which it was organized and services reasonably related thereto, except that a professional corporation may own real and personal property appropriate to its business and may invest its money in any form of real property, securities or any other type of investment. 2. A professional corporation may be organized to render a professional service relating to: (a) Architecture, interior design, residential design, engineering and landscape architecture, or any combination thereof, and may be composed of persons: (1) Engaged in the practice of architecture as provided in Ch 623 of NRS; (2) Practicing as a registered interior designer as provided in Ch 623 of NRS ; (3) Engaged in the practice of residential design as provided in Ch 623 of NRS ; (4) Engaged in the practice of landscape architecture as provided in Ch 623A of NRS ; and (5) Engaged in the practice of professional engineering as provided in Ch 625 of NRS . (b) Medicine, homeopathy and osteopathy, and may be composed of persons engaged in the practice of medicine as provided in Ch 630 of NRS , persons engaged in the practice of homeopathic medicine as provided in Ch 630A of NRS and persons engaged in the practice of osteopathic medicine as provided in Ch 633 of NRS. Such a professional corporation may market and manage additional professional corporations which are organized to render a professional service relating to medicine, homeopathy and osteopathy. 3. A professional corporation may render a professional service only through its officers and employees who are licensed or otherwise authorized by law to render the professional service. NRS 89.060 Professional relationship preserved. The provisions of this chapter relating to professional corporations do not modify any law applicable to the relationship between a person furnishing professional service and a person receiving such service, including liability arising out of such professional service; but nothing contained in this section shall render: 1. A person personally liable in tort for any act in which he has not personally participated. 2. A director, officer or employee of a professional corporation liable in contract for any contract which he executes on behalf of a professional corporation within the limits of his actual authority. NRS 89.070 Restrictions on ownership and transfer of shares. 1. Except as otherwise provided in this section and NRS 623.349: (a) No corporation organized under the provisions of this chapter may issue any of its stock to anyone other than a natural person who is licensed to render the same specific professional services as those for which the corporation was incorporated. (b) No stockholder of a corporation organized under this chapter may enter into a voting trust agreement or any other type of agreement vesting another person with the authority to exercise the voting power of any or all of his stock, unless the other person is licensed to render the same specific professional services as those for which the corporation was incorporated. (c) No shares of a corporation organized under this chapter may be sold or transferred except to a natural person who is eligible to be a stockholder of the corporation or to the personal representative or estate of a deceased or legally incompetent stockholder. The personal representative or estate of the stockholder may continue to own shares for a reasonable period, but may not participate in any decisions concerning the rendering of professional services.The articles of incorporation or bylaws may provide specifically for additional restrictions on the transfer of shares and may provide for the redemption or purchase of the shares by the corporation, its stockholders or an eligible individual account plan complying with the requirements of subsection 2 at prices and in a manner specifically set forth. A stockholder may transfer his shares in the corporation or any other interest in the assets of the corporation to a revocable trust if he acts as trustee of the revocable trust and any person who acts as cotrustee and is not licensed to perform the services for which the corporation was incorporated does not participate in any decisions concerning the rendering of those services. 2. Except as otherwise provided in NRS 623.349, a person not licensed to render the professional services for which the corporation was incorporated may own a beneficial interest in any of the assets, including corporate shares, held for his account by an eligible individual account plan sponsored by the professional corporation for the benefit of its employees, which is intended to qualify under section 401 of the Internal Revenue Code, 26 U.S.C. § 401, if the terms of the trust are such that the total number of shares which may be distributed for the benefit of persons not licensed to render the professional services for which the corporation was incorporated is less than a controlling interest and: (a) The trustee of the trust is licensed to render the same specific professional services as those for which the corporation was incorporated; or (b) The trustee is not permitted to participate in any corporate decisions concerning the rendering of professional services in his capacity as trustee.A trustee who is individually a stockholder of the corporation may participate in his individual capacity as a stockholder, director or officer in any corporate decision. 3. Except as otherwise provided in subsection 4, a professional corporation in which all the stockholders who are natural persons are licensed to render the same specific professional service may acquire and hold stock in another professional corporation, or in a similar corporation organized pursuant to the corresponding law of another state, only if all the stockholders who are natural persons of the corporation whose stock is acquired are licensed in that corporation’s state of incorporation to render the same specific professional service as the stockholders who are natural persons of the professional corporation that acquires the stock. 4. A professional corporation practicing pursuant to NRS 623.349 in which all the stockholders are natural persons, regardless of whether or not the natural persons are licensed to render the same specific professional service, may acquire and hold stock in another professional corporation or in a similar corporation organized pursuant to the corresponding law of another state if control and two-thirds ownership of the business organization or association that is acquired is held by persons registered or licensed pursuant to the applicable provisions of chapter 623, 623A or 625 of NRS. As used in this subsection, “control” has the meaning ascribed to it in NRS 623.349. 5. Any act in violation of this section is void and does not pass any rights or privileges or vest any powers, except to an innocent person who is not a stockholder and who has relied on the effectiveness of the action.NRS 89.080 Duties upon legal disqualification of officer, stockholder, director or employee; qualifications of officer or director; death of stockholder whose interest is in revocable trust. 1. If any officer, stockholder, director or employee of a corporation organized under this chapter who has been rendering professional service to the public becomes legally disqualified to render such professional services within this state, he shall sever within a reasonable period all professional service with and financial interest in the corporation, but this chapter does not prevent a corporation formed under this chapter from entering into a contract with an employee which provides for severance pay or for compensation for past services upon termination of professional service, whether by death or otherwise. 2. Except as otherwise provided in NRS 623.349, a natural person may not be an officer or director of a corporation organized under this chapter unless he is licensed to render the same specific professional services as those for which the corporation was incorporated. 3. Upon the death of a stockholder of a corporation who has transferred his interest in the corporation to a revocable trust as permitted by NRS 89.070, the trustee of the revocable trust may continue to retain any interest so transferred, including corporate shares, for a reasonable period, but may not exercise any authority concerning the rendering of professional services and may not, except as otherwise provided in NRS 623.349, distribute the corporate interest to any person not licensed to render the services for which the corporation was incorporated. 4. A corporation’s failure to require compliance with the provisions of this section is a ground for the forfeiture of its charter.NRS 89.100 Authority of regulating boards not affected. The provisions of this chapter relating to professional corporations do not bar the regulating board of any profession from taking any action otherwise within its power, nor do they affect the rules of ethics or practice of any profession.…PRIOR TO FILING THE APPLICATION FOR RESERVATION OF NAME AND/OR THE ARTICLES OF INCORPORATION FORMING A PROFESSIONAL CORPORATION WHOSE PURPOSE IS TO ENGAGE IN THE PRACTICE OF A STATE-LICENSED PROFESSION, YOU MUST CONTACT THE NEVADA STATE BOARD/GOVERNING ENTITY FOR YOUR PROFESSION FOR CORPORATE NAME APPROVAL (SEE ABOVE) AND TO CONFIRM THAT YOU ARE IN COMPLIANCE WITH ALL OF THE BOARD'S RULES AND REGULATIONS. * * * Forms List The following forms are available for download with this package. NV-NAMERESV: Application for Reservation of Entity Name NV-00INCP: Articles of IncorporationNV-PC-OM: Sample Organizational MinutesNV-PC-BL: Sample BylawsUS-IRS-SS-4: Application for Federal Tax Identification Number & InstructionsUS-IRS-2553: Election of “S” Corporation Status & InstructionsNV-PC-AM: Sample Annual MinutesNV-PC-CR: Sample Corporate Notices of Meetings, Resolutions, Simple Stock Ledger & CertificateInstructions on using the forms are either included with the forms and/or found in the Steps to Incorporate section, below. * * * Notes on Downloading the Forms In order that we can provide you with the most up to date forms at all times, all forms are located on our servers for you to down load, complete and print. Downloading instructions are provided and we will assist if you have any problems. From the download page, the easiest procedure to download the forms is to right click on the form links and select “save target as” to save each form to your hard drive.You will have six days during which you can return to the forms download page to download the forms again if needed. You are advised to save the forms to your computer as soon as possible to avoid any problem with the six day limit. * * * Notes on Completing the Forms The forms in this package may be available in Adobe Acrobat (“.pdf”) and/or Microsoft Word (“.doc”) format. If available in .pdf format, the forms will contain “fillable” blanks which you can type directly into, and print. However, you can still print the form and fill in with a typewriter or by hand if you desire.If available in .doc format, the forms may contain “form fields” created using Microsoft Word. “Form fields” facilitate completion of the forms using your computer. They do not limit you ability to print the form “in blank” and complete with a typewriter or by hand. To complete the forms click on the gray shaded areas and type the information. For the separation agreement complete the gray shaded areas and also make any other changes or additions to resolve all issues.If you do not see the gray shaded form fields, go the View menu, click on Toolbars, and then select Forms. This will open the forms toolbar. Look for the button on the forms toolbar that resembles a shaded letter “a”. Click in this button and the form fields, if present, will become visible. If there are no form fields, just type into the document, underlining if necessary, to complete the form. Some forms may be “locked” which means that the content of the forms cannot be changed unless the form is unlocked. You can only fill in the information in the fields. If you need to make any changes in the body of the form, it is necessary for you “unlock” or “unprotect” the form. IF YOU INTEND TO MAKE CHANGES TO THE CONTENT, DO SO BEFORE YOU BEGIN TO FILL IN THE FIELDS. IF YOU UNLOCK THE DOCUMENT AFTER YOU HAVE BEGUN TO COMPLETE THE FIELDS, WHEN YOU RELOCK, ALL INFORMATION YOU ENTERED WILL BE LOST. To unlock click on “Tools” in the Menu bar and then selecting “unprotect document”. You may then be prompted to enter a password. If so, the password is “uslf”. That is uslf in lower case letters without the quotation marks. After you make the changes relock the document before you begin to complete the fields. After any required changes relock the form, then click on the first form field and enter the required information. You will be able to navigate through the document from form field to form field using your tab key. Tab to a form field and insert your data. If you experience problems, please let us know. * * * Steps to Incorporate The practice of a state-licensed profession in the State of Nevada is controlled, generally, by the statutory mandates set out in the statutes noted above, in statutes applicable to your profession, and by the rules and regulations established by the Nevada Board or other governing entity for your profession. You should check with your governing entity to determine if there are any additional rules or regulations promulgated with which you must comply, any certificate of compliance or licensure you must obtain, etc.Step 1: See FORM: NV-NAMERESVAPPLICATION FOR RESERVATION OF ENTITY NAMEConfirm with the State Board or governing entity for the profession the acceptability of the corporate name you wish to use.It is recommended that you reserve a corporate name in order to assure that your Articles of Incorporation are not rejected because the name you have selected is not available. You may skip this step and go to Step 2, but if the corporate name you have selected is not available, the Articles of Incorporation will be rejected and returned to you.  This form should be typed or printed clearly and legibly in black ink. Provide the corporate name you want to reserve. The name of the professional corporation must contain the words “Professional Corporation” or the abbreviation “Prof. Corp.,” or the word “Chartered” or “Limited” or the abbreviation “Ltd.” The corporate name must contain the last name of one or more of its stockholders. The name must be distinguishable from the names of other corporations, limited liability companies, limited partnerships or limited liability partnerships on file in the office of the Secretary of State. Have the Applicant date and sign the Application and provide his/her typed/printed name and address.You may call the Secretary of State to check the availability of the corporate name you want to reserve (see telephone number below). Telephone searches are only preliminary and do not guarantee the availability of the name. File the original and one copy of the Application. You must include the “CUSTOMER ORDER INSTRUCTIONS” form (form included).Include the filing fee.A corporate name reservation is valid for 90 days.“Expedited Service” is available for an additional feeStep 2: INSTRUCTIONS FOR FILING ARTICLES OF INCORPORATIONSee FORM: NV-00INCP ARTICLES OF INCORPORATIONComplete the Articles and the “Initial List” according to their respective instructions. Mail in as directed.***IMPORTANT POST-INCORPORATION NOTE***On or before the first day of the second month after the filing of its articles of incorporation, and annually thereafter, the professional corporation shall file its list of officers, directors and resident agent. The initial fee is $165.00, thereafter $85.00 per year. Forms will be mailed to you by the Sec. of State upon the organization of the corporation and thereafter to the registered agent.Step 3:Conduct an Initial meeting at which time directors and officers are elected, by- laws are adopted, and other action is taken. See FORM: NV-PC-OM : SAMPLE ORGANIZATIONAL MINUTESSee FORM: NV-PC-BL : SAMPLE BY-LAWSStep 4:Apply for a Federal Tax Identification Number. This is done with form IRS-SS- 4. Mail to your regional IRS office. See Supplemental Form: US-IRS-SS-4APPLICATION FOR FEDERAL TAX ID & INSTRUCTIONS Step 5:If you elect Subchapter S status so that the corporation income and losses will pass to the shareholders, complete and file form 2553 with the Internal Revenue Service. It is important that this form be filed timely or the corporation will have to pay the C Corporation tax rate.See Supplemental Form: US-IRS-2553ELECTION OF S-CORPORATION STATUS & INSTRUCTIONS Step 6:Open a Corporate bank account and conduct business.Step 7: Hold an annual meeting of the directors and shareholders at least once a year to elect directors and officers for the upcoming year and to take action as needed. See FORM: NV-PC-AMSAMPLE ANNUAL MINUTESGeneral:For your convenience, additional forms are included such as Sample Corporate Notices of Meetings, Resolutions, Simple Stock Ledger & Certificate. See Supplemental Form: NV-PC-CR * * * Accessories U. S. Legal Forms, Inc. offers the following corporate accessories: Corporate Seal:If you would like to order a corporate seal call U.S. Legal Forms, Inc. at (601) 825-0382. Engraved with your name: $24.95 plus shipping, or see http://www.uslegalbookstore.com/officeproducts/Corporate Books: See http://www.uslegalbookstore.com/officeproducts/Imprinted (or blank) Lithographed Stock Certificates: Preview: http://www.uslegalforms.com/images/cert2.gifOrder for your state: http://www.uslegalforms.com/stock-certificates.htm * * * Disclaimer THESE MATERIALS ARE PROVIDED "AS IS" WITHOUT ANY EXPRESS OR IMPLIED WARRANTY OF ANY KIND INCLUDING WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT OF INTELLECTUAL PROPERTY, OR FITNESS FOR ANY PARTICULAR PURPOSE. IN NO EVENT SHALL U. S. LEGAL FORMS, INC. 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