NRS 78.105:  Maintenance of Records at the Registered Office

According to NRS 78.105 (restated, emphasis added): A corporation has a responsibility to maintain certain corporate records at its registered office for inspection by stockholders, including a State-certified copy of its Articles of Incorporation, a copy of the Bylaws and the stock ledger (or a statement naming the ledger’s custodian, including the address at which the ledger is kept).

It is hard to see why such records should be maintained in any case where no stock has been issued, as the expressed intent of NRS 78.105 appears to be to ensure that stockholders should have access to these corporate records. Of course, a court order may compel production of the corporate records and in that event, failure to produce them within a “reasonable” time could result in State penalties of $25 per day for each day of refusal. In such an instance you would have up to five days to produce the records, which, of course, would be in perfect order.

If you choose to leave such records on file at the registered office of the corporation, you might want to take an extra measure of caution regarding privacy of those records and insist upon a non-disclosure agreement with the resident agent. Such an agreement should prevent the resident agent from casually identifying you with the corporation and from sharing the corporation’s filed records with anyone other than the corporation’s stockholders. (Otherwise, those records are potentially accessible by anyone making an inquiry.) And hopefully such an agreement would give the resident agent pause to consider additional security against those who might “snoop around”.

Here is one more thing you can do to protect your privacy: Contact your resident agent and ensure that there are NO documents on file that connect YOUR NAME to the corporation. Have the resident agent expunge and shred any old memos, order forms and any other such information that could adversely impact your desire for privacy.

The next “Tip of the Week” will discuss Nevada’s statutory sanctions against anyone who would even attempt to access the corporation’s records for purposes contrary to those of its stockholders.