Nevada: Corporation Registered-Agent Change and Resignation Requirements

Requirements one by one

Nevada uses three agent forms under a common registered-agent act

Nev. Rev. Stat. § 77.040 makes an agent commercial when it represents at least
10 entities or elects commercial registration. Nev. Rev. Stat. § 77.140 makes a
noncommercial agent an individual or domestic or foreign entity serving fewer
than 10 represented entities, or the individual holding an office or position
that the represented entity designates. Nev. Rev. Stat. § 77.230 treats both
classes as registered agents.

The current SOS page translates that structure into three choices: a commercial
agent, a noncommercial individual/entity, or an office or position within the
represented entity. The office/position route lets a corporation with a Nevada
physical address act through a role such as president or office manager; naming
the individual instead makes that person the noncommercial agent.

Nev. Rev. Stat. § 77.320 requires commercial registration at 10 represented
entities. The registration is under penalty of perjury and requires a Nevada
service location, an authorized natural-person contact, and felony and
registered-agent fraud/disqualification declarations. Registration takes effect
on filing and changes the indexed records for all represented entities.

The corporation changes the record without owner or governor approval

Under Nev. Rev. Stat. § 77.340, the represented entity files a statement signed
on its behalf. It gives the entity name and the information that will be in
effect after filing. If the agent changes, the filing also supplies Nev. Rev.
Stat. § 77.310's commercial-agent name or noncommercial/office-position name,
title, and address information, plus the new agent's certificate of acceptance.

The interest holders or governors do not need to approve the filing. The
statement takes effect when filed, with no delayed date stated. Nevada also
permits the entity to amend its most recent registered-agent filing through the
other Nevada law governing amendment of that document.

Current SOS instructions require the NVID for an existing entity, the selected
change type, prior noncommercial-agent information when applicable, the new
agent type and data, optional electronic-notification email, the agent's
acceptance signature, and the represented entity's authorized signature.
Nev. Rev. Stat. § 77.290 makes the prescribed form or accompanying form
mandatory and permits electronic filing. The fee is $60 under Nev. Rev. Stat.
§ 77.280.

The registered office is the agent's staffed physical street address

Nev. Rev. Stat. § 77.300 requires an actual Nevada street address or rural-route
box and a Nevada mailing address if different. Nev. Rev. Stat. § 78.090 makes
the agent's street address the corporation's registered office. A separate
mailing address may be a post office box. If an agent serves more than one
business entity, the physical office location cannot violate a local ordinance
that prohibits the use.

Under Nev. Rev. Stat. § 14.020, a nonhome registered-agent street address must
be staffed during normal business hours by the agent or an authorized natural
person of suitable age and discretion. Failure carries a $100-$500 fine for
each day. That staffing rule is separate from the Chapter 77 change filing.

Noncommercial and commercial agents use different update mechanics

Nev. Rev. Stat. § 77.350 requires a noncommercial agent changing name or
address to file a signed $60 statement separately for each represented entity.
It lists the entity, old agent name/address, and new name or address; the filing
takes effect immediately, and the agent promptly gives the entity recorded
notice.

Nev. Rev. Stat. § 77.360 instead lets a commercial agent file one statement for
a change of name, registered address, entity type, or jurisdiction. That single
filing changes the agent information for every represented entity. Name or
address changes require prompt recorded notice to each entity. If a commercial
agent moves without filing, the Secretary may cancel the commercial
registration; cancellation has the same effect as termination and shifts
service to the vacancy fallback until replacement.

A commercial agent serving fewer than 10 entities or leaving the business may
terminate its registration under Nev. Rev. Stat. § 77.330. Termination is fixed
on the 31st day after filing, requires prompt recorded notice to every
represented entity, ends the service appointment for all of them, and preserves
the parties' contract rights.

Individual resignation can cover many entities and may end sooner

Nev. Rev. Stat. § 77.370 lets an agent file a signed resignation stating the
entity, agent, resignation, and that written notice has been or will be given.
The appointment ends on the earlier of the 31st day after filing or the
represented entity's appointment of a new agent.

The agent promptly gives each entity recorded notice of the filing date, keeps
each notice copy for one year, and makes it available to the Secretary on
request. The agent may resign regardless of the entity's good standing, and
resignation does not erase contract rights.

The current form permits an alphabetical spreadsheet of multiple entities and
states that the required notice has been sent. Nev. Rev. Stat. § 77.280 charges
$100 for the first entity plus $1 for each additional entity on the same
statement.

Fees, annual lists, and corrections are separate systems

An entity, noncommercial-agent, or commercial-agent change is effective on
filing. Entity and agent changes cost $60; resignation costs $100 plus $1 per
additional entity. The current profit-corporation schedule lists $25 for
24-hour expedite on these agent filings, with $500 two-hour and $1,000 one-hour
service. The business-forms page says most SilverFlume transactions are
processed the same day without an additional charge.

Nev. Rev. Stat. § 78.150's annual list reports officers, directors, their
addresses, and an authorized signature. It does not carry registered-agent
information, so the annual list is not the Chapter 77 change route.

Nev. Rev. Stat. § 78.0295 permits a $175 certificate of correction when an
already filed corporate record inaccurately describes an action or was
defectively filed or executed. It generally relates back except against an
adversely affected person who relied on the old record. A later real-world
agent replacement or move uses Chapter 77 instead.

Vacancy service requires an affidavit, SOS delivery, and follow-up mail

Nev. Rev. Stat. §§ 77.390-.400 authorize the agent to receive and forward
process, notices, and demands and require the agent to keep the proper Chapter
77 information current. Nev. Rev. Stat. § 14.020 permits personal delivery to
the listed agent or leaving a true copy with a suitable person at the recorded
street address. Service can remain valid despite entity default or revocation
if made within three years after default.

Nev. Rev. Stat. § 14.030 applies if there is no agent, no replacement filing
before a resignation or commercial-termination vacancy, or no required staffing.
The serving party uses a Secretary certificate or records the staffing failure,
delivers the process with a specific statutory citation and $10, and first
files a due-diligence affidavit showing personal service cannot be made. If a
last known entity or officer address exists, registered or certified follow-up
mail is also required. The defendant generally receives 40 days to respond.

Missing the vacancy date places the corporation in default

Nev. Rev. Stat. § 78.097 requires the corporation to file its new-agent
statement before a resignation under § 77.370 or commercial termination under
§ 77.330 becomes effective. If it does not, the corporation is immediately
deemed in default.

Nev. Rev. Stat. §§ 78.170-.175 add a $75 default penalty and require written
SOS notice. The charter is revoked and the right to transact business forfeited
on the first day of the first anniversary of the month following the month in
which the replacement filing was required. That is the statutory revocation
schedule, not another 30- or 60-day cure period. Reinstatement, foreign-entity
rules, provider contracts, and disputes over completed service remain outside
this survey.

What trips people up

• A commercial agent's business-wide termination is fixed on day 31. An
  entity-specific resignation ends earlier if that entity appoints a successor.
• A noncommercial agent pays and files entity by entity; a commercial agent's
  one filing changes every represented entity's record.
• The annual officers-and-directors list does not update the agent. Use the
  Chapter 77 statement or another permitted amendment of the agent filing.
• Default begins when the replacement filing misses the vacancy date; charter
  revocation follows the later anniversary formula in NRS 78.175.

Common questions

Can a Nevada corporation act as its own agent?

It can use an office or position within the entity if it has a Nevada physical
address. The filing identifies the role and business-office address. Naming the
person who currently holds the role instead creates a noncommercial-agent
appointment for that person.

Does resignation cancel the provider contract?

Not by itself. Nev. Rev. Stat. §§ 77.330 and 77.370 expressly preserve the
contractual rights of the represented entity and the agent after commercial
termination or resignation.

Statutes and sources

• Nevada Revised Statutes, Chapter 77
• Nevada Revised Statutes, Chapter 78
• Nevada Revised Statutes, Chapter 14
• Nevada Secretary of State, Registered Agents
• Nevada Secretary of State, Business Forms
• Nevada Secretary of State, Registered Agent Change Packet
• Nevada Secretary of State, Registered Agent Resignation Packet
• Nevada Secretary of State, Profit Corporation Fee Schedule