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Nevada Professional Corporation

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BY-LAWS OF NEVADA PROFESSIONAL CORPORATION

SAMPLE BY-LAWS

These Sample By-Laws are general in nature and should be modified to meet your specific needs and purposes.

Please note that the Sample By-Laws require that all corporate officers and directors be licensed to practice the subject profession in Nevada, as per Nevada Revised Statutes, Title 7, Ch. 89.

BY-LAWS

OF

ARTICLE I. NAME AND LOCATION

SECTION 1. The name of this professional corporation (hereinafter, the “corporation”) shall be .

SECTION 2. The principal office of the corporation in the State of Nevada shall be , Nevada; and its initial registered office in the State of Nevada shall be , Nevada.

The corporation may have such other offices, either within or without the State of Nevada as the Board of Directors may designate or as the business of the corporation may require from time to time.

ARTICLE II. SHAREHOLDERS

SECTION 1. Annual Meeting. The annual meeting of the shareholders shall be held on the second Tuesday of the month of December in each year, beginning with the year at the time designated by the Board of Directors...

SECTION 2. Special Meeting. Special meetings of the shareholders... may be called by resolution of the Board of Directors or by the President...

SECTION 3. Place of Meeting. The Board of Directors may designate any place, either within or without the State of Nevada...

SECTION 4. Notice of Meeting. Written or printed notice stating the place, day and hour of the meeting...

SECTION 5. Closing of Transfer Books or Fixing of Record Date. For the purpose of determining shareholders entitled to notice...

SECTION 6. Shareholders' List. After fixing a record date... The original stock transfer book shall be prima facia evidence...

SECTION 7. Quorum. A majority of the outstanding shares...

SECTION 8. Proxies. At all meetings of shareholders, a shareholder may vote by proxy executed in writing...

SECTION 9. Voting of Shares. Subject to the provisions of Section 12 of this Article II...

SECTION 10. Voting of Share by Certain Holders. Shares standing in the name of another corporation may be voted by such officer...

There must be at least one Director.

SECTION 11. Informal Action by Shareholders...

SECTION 12. Cumulative Voting...

ARTICLE III. BOARD OF DIRECTORS

SECTION 1. General Powers. The business and affairs of the corporation shall be managed by its Board of Directors except as otherwise herein provided.

SECTION 2. Number, Tenure and Qualifications. The number of Directors of the corporation shall be ().

The Directors need not be a resident of this state or a shareholder. Directors must meet the qualifications imposed by Nevada Revised Statutes, Title 7, Chapter 89.

SECTION 3. Regular Meetings...

SECTION 4. Special Meetings...

SECTION 5. Notice...

SECTION 6. Quorum...

SECTION 7. Manner of Acting...

SECTION 8. Compensation...

SECTION 9. Presumption of Assent...

SECTION 10. Informal Action by Board of Directors...

ARTICLE IV. OFFICERS

SECTION 1. Number. The officers of the corporation shall be a , each of whom shall be elected by the Board of Directors.

SECTION 2. Election and Term of Office...

SECTION 3. Removal...

SECTION 4. Vacancies...

SECTION 5. President...

SECTION 6. Vice-President...

SECTION 7. Secretary...

SECTION 8. Treasurer...

SECTION 9. Salaries...

ARTICLE V. CONTRACTS, LOANS, CHECKS AND DEPOSITS

SECTION 1. Contracts...

SECTION 2. Loans...

SECTION 3. Checks, Drafts, etc....

SECTION 4. Deposits...

ARTICLE VI. CERTIFICATES FOR SHARES AND THEIR TRANSFER

SECTION 1. Certificates for Shares...

SECTION 2. Transfer of Shares...

ARTICLE VII. FISCAL YEAR

The fiscal year of the corporation shall begin on the 1st day of January and end on the 31st day of December in each year.

ARTICLE VIII. DIVIDENDS

The Board of Directors may from time to time declare, and the corporation may pay dividends on its outstanding shares in the manner and upon the terms and conditions provided by law and its Articles of Incorporation.

ARTICLE IX. SEAL

The Board of Directors shall provide a corporate seal which shall be circular in form and shall have inscribed thereon the name of the corporation and the state of incorporation and the words "Corporate Seal."

ARTICLE X. WAIVER OF NOTICE

Unless otherwise provided by law, whenever any notice is required to be given to any shareholder or Director of the corporation under the provisions of these By-Laws or under the provisions of the Articles of Incorporation, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be equivalent to the giving of such notice.

ARTICLE XI. AMENDMENTS

These By-Laws may be altered, amended or repealed and new By-Laws may be adopted by a majority vote of the Board of Directors at any annual Board of Directors meeting or at any special Board of Directors meeting when the proposed amendment has been set out in the notice of such meeting. These By-Laws may also be altered, amended or repealed by a majority vote of the shareholders notwithstanding that these By-Laws may also be amended or repealed by the Board of Directors.

President Signature

Date

Secretary Signature

Date

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What the Nevada Professional Corporation filing is

The Nevada Professional Corporation form documents the creation and registration of a professional corporation for licensed practitioners operating under Nevada law. It identifies the corporate name, the restricted professional purpose, incorporators, initial directors, license verification, share structure, and any statutory provisions required for professional entities. Filing the articles with the Nevada Secretary of State establishes a separate legal entity that can limit personal liability while preserving regulatory compliance with applicable licensing boards. This filing commonly accompanies corporate bylaws and licensing board approvals.

Why forming a Nevada Professional Corporation matters

Forming a Nevada Professional Corporation clarifies ownership and governance for licensed practitioners, separates some personal assets from corporate obligations, and aligns practice operations with Nevada licensing requirements and corporate law obligations.

Why forming a Nevada Professional Corporation matters

Who typically completes Nevada Professional Corporation filings

Licensed professionals, firm administrators, and corporate counsel complete the Nevada Professional Corporation filing to register a professional entity under state law.

  • Solo practitioners forming a professional corporation to separate personal and business liability.
  • Partnerships of licensed professionals converting to a corporate structure for governance clarity.
  • Accountants, physicians, attorneys, architects, and similar regulated professions required to form PCs.

Consult state licensing authorities or counsel when registration, eligibility, or naming questions affect formation or post-formation compliance.

Roles involved in filing

Incorporator

The person or entity that files the articles of incorporation. Provide full legal name, Nevada business address, and contact information; include professional license number where required. The incorporator handles initial filing and may name the initial board of directors.

Authorized Signer

Officer or attorney-in-fact authorized to sign filings and certifications. Sign in the capacity indicated, include printed name and title, and date the document; incorrect signer capacity can delay state acceptance.

Core elements to include in the filing

Key sections of a Nevada Professional Corporation filing describe the restricted corporate purpose, licensed members, incorporator and officer details, capital structure, governance provisions, and required statutory statements.

Corporate Purpose

State the specific profession(s) to be practiced and limit corporate activities to licensed services. Clear, narrow language prevents rejections and aligns the entity with licensing board expectations and regulatory restrictions.

Licensed Professionals

List each shareholder and officer who holds a professional license, including license type and number where required. Many jurisdictions require that ownership or control remain with licensed practitioners.

Incorporator Information

Provide full legal names, physical addresses, and contact details for incorporators. If an agent files on behalf of the incorporators, include agent authorization and contact information for official correspondence.

Share Structure

Specify authorized share classes and quantities. Note any statutory restrictions on share ownership and transfer that may limit ownership to licensed practitioners or require board approval for transfers.

Statutory Clauses

Include required language such as limitation to licensed practice, compliance with professional board rules, and dissolution provisions tied to license status to meet Nevada statutory requirements.

Bylaws & Governance

Adopt bylaws addressing director duties, quorum and voting rules, and procedures for appointing or removing licensed officers to ensure governance aligns with professional and statutory standards.

Essential data elements to provide

Entity Name: Full legal corporate name.
Principal Office: Street address and ZIP.
Registered Agent: Name and Nevada address.
Incorporator: Name, address, contact.
Licenses: Profession type and license numbers.
Authorized Shares: Number and class of shares.

Step-by-step: filing the Nevada Professional Corporation

Follow these steps to prepare and file the Nevada Professional Corporation articles with the Secretary of State.

  • 01
    Gather Licenses: Collect copies of professional licenses and record numbers.
  • 02
    Draft Articles: Complete statutory provisions and share details.
  • 03
    Obtain Signatures: Have incorporator and officers sign and date.
  • 04
    File with State: Submit articles online or by mail with fee.

Configuring an online workflow for filings

Configure an online workflow to collect signatures, validate licenses, and file corporate documents electronically securely.

Field Configuration
Authentication Email verification with optional SMS code for stronger identity checks
License Validation Manual upload or automated license lookup integration
Signature Fields Designate signer roles, dates, and title fields
Filing Export Export PDF/A and CSV for Secretary of State submission

Typical eSubmission flow for corporate filings

Typical online process for completing and electronically submitting Nevada Professional Corporation documents securely through validated workflows.

  • Upload Document: Start by uploading draft articles.
  • Place Fields: Add signature and date fields by role.
  • Authenticate Signers: Use email, SMS, or KBA as required.
  • Download Filing: Save signed PDF and certificate of completion.

Digital signing and storage requirements

Digital filing and signing require compatible formats, secure transmission, and identity authentication.

  • File Formats: PDF, DOCX, PDF/A supported
  • Integrations: NetSuite, Salesforce, Google Workspace
  • Security: TLS 1.2/1.3 in transit

eSignature vendor pricing and feature snapshot

Comparison of common eSignature vendor pricing and key features relevant to filing and signing Nevada Professional Corporation documents.

signNow DocuSign Adobe Sign PandaDoc HelloSign
Starting Price $8/user/mo $15/user/mo $14/user/mo $19/user/mo $15/user/mo
Free Trial 7-day free trial Varies Varies Varies Varies
Bulk Send Yes Yes Yes Yes No
Audit Trail Yes Yes Yes Yes Yes
HIPAA Compliant Yes Yes Yes No No

Key filing and compliance dates to track

Important deadlines and recurring filings to monitor after forming a Nevada Professional Corporation.

Articles Filing:

Effective upon acceptance by the Nevada Secretary of State.

Annual List:

Annual list and business license renewals due per Nevada schedule; confirm with Secretary of State.

Federal Tax Return:

C corporation return (Form 1120) generally due by April 15 for calendar-year filers.

Payroll Filings:

W-2 to employees due Jan 31; 1099-NEC to recipients and IRS due Jan 31.

License Renewals:

Professional license renewal dates vary by board; track renewal deadlines for each practitioner.

Common mistakes to avoid when preparing filings

  • Using an incorrect business or trade name that conflicts with existing registrations can delay acceptance and require amendment filings.
  • Failing to include required license numbers or board authorizations often triggers rejection or requests for correction by the Secretary of State.
  • Misclassifying ownership or allowing non-licensed shareholders in jurisdictions that restrict ownership to licensed persons risks noncompliance and disciplinary action.
  • Neglecting to maintain corporate minutes and annual filings can lead to administrative dissolution and potential personal liability exposure.

Potential penalties and compliance risks

Administrative Dissolution: Loss of corporate status.
License Sanctions: Professional discipline risk.
Tax Penalties: Penalties per IRC §§6721/6722.
Recordkeeping Failures: I-9 or payroll fines possible.
Civil Liability: Personal liability exposure.
Filing Delays: Late fees and corrections.

Practical examples of electronic workflows in action

These examples show how electronic signing and streamlined workflows help licensed professionals form and manage corporate documents efficiently.

Martin Properties

Tim Martin used signNow to process and execute documents online with compliance and built-in security across mobile and offline workflows.

  • Reduced turnaround time to complete filings and approvals relative to paper processes.
  • By consolidating signatures and records digitally, his team avoided in-person signatures, maintained audit trails for compliance, and shortened administrative cycles when forming and updating corporate entities and client agreements.

Fertility Centers of Illinois

John Butler cited responsive support and a robust API that integrated with existing systems to capture signatures and preserve compliance for clinical and corporate documentation.

  • Integration reduced manual tracking and reconciliations across teams.
  • The organization centralized records, preserved audit trails required for healthcare compliance, and accelerated internal approvals for corporate changes, improving document control and reducing administrative overhead.

Frequently asked questions about Nevada Professional Corporation filings

Answers to frequent questions about forming, signing, and maintaining a Nevada Professional Corporation, including licensing, filing, and electronic signature concerns.


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