Corporation Registered-Agent Change and Resignation Requirements in Nevada

At a glance

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