Foreign Qualification Application (Qualification to Do Business in Nevada)

NEVADA FOREIGN BUSINESS CORPORATION QUALIFICATION WORKSHEET

Use this worksheet to prepare the Nevada Secretary of State's current Formation — Profit Corporation form for an NRS Chapter 80 Foreign Corporation, together with the Initial List and State Business License Application. Nevada describes this filing as qualification to do business rather than an application for a separate certificate of authority. This worksheet is not a substitute for the official forms.

1. QUALIFICATION GATE

NRS 80.010 requires a foreign corporation to qualify before commencing or doing business in Nevada. NRS 80.015 lists activities that, standing alone, do not constitute doing business, including maintaining litigation, holding internal corporate meetings, maintaining bank accounts, making sales through independent contractors, certain out-of-state accepted orders, securing or collecting debts, owning property without more, a qualifying isolated transaction completed within 30 days, and interstate commerce. The statutory list is not exhaustive.

☐ Nevada counsel has reviewed the corporation's actual activities and confirmed that qualification is required.

☐ The entity is a foreign profit business corporation. Use the entity-specific filing for an LLC, nonprofit corporation, professional corporation, partnership, or other entity type.

2. QUALIFICATION FORM

2.1 Filing Type and Exact Name

☐ NRS 80 — Foreign Corporation is selected on the official form.

Exact name in the home jurisdiction: [________________________________]

The name must match the home-jurisdiction record.

If the exact name is unavailable or a restricted word is not approved:

Modified Nevada name: [________________________________]

☐ Current Modified Name Resolution is attached.

2.2 Nevada Registered Agent

Registered-agent type:

☐ Commercial registered agent

☐ Noncommercial registered agent

☐ Office or position within an entity

Registered agent or office/position name: [________________________________]

Nevada street address: [________________________________]

City: [________________________________] State: NV ZIP: [__________]

Mailing address, if different: [________________________________]

Registered-agent acceptance:

Signature: [________________________________] Date: [__/__/____]

The registered agent must accept the appointment on the qualification form. If the agent cannot sign that form, attach the Secretary of State's separate signed acceptance form.

2.3 Home Jurisdiction and Good-Standing Declaration

Jurisdiction of incorporation: [________________________________]

☐ The signer declares that the corporation exists and is in good standing in that jurisdiction.

The current qualification form does not request the corporation's formation date or duration and does not instruct the filer to attach a separate time-limited certificate of good standing.

2.4 Nevada Purpose

NRS 80.010(1)(a)(2)(I) requires a general description of the corporation's purposes.

[____________________________________________________________]

[____________________________________________________________]

2.5 Authorized Stock

NRS 80.010(1)(a)(2)(II) requires authorized-stock information.

☐ Additional class or series information is attached, if necessary.

Foreign-corporation stock type, if applicable:

☐ Unlimited stock corporation

☐ Nonstock corporation

2.6 Home-Jurisdiction Stock Record

NRS 80.010(1)(b) and the current form instructions require a file-stamped copy of the record most recently filed in the home jurisdiction that verifies the entity name and authorized stock.

Record title: [________________________________]

Home-jurisdiction filing date: [__/__/____]

☐ File-stamped copy attached.

☐ The record states the number and par value of par-value shares and the number of no-par-value shares.

2.7 Qualification Execution

Signer name: [________________________________]

Signer address: [________________________________]

Signer capacity:

☐ Officer

☐ Other person specifically authorized by the corporation

Signature: [________________________________] Date: [__/__/____]

The current form includes a declaration under penalty of perjury and warns that knowingly offering a false or forged filing is a category C felony under NRS 239.330. The form does not require a notary acknowledgment.

3. QUALIFICATION FILING FEE

Under NRS 80.050, a foreign corporation generally pays the same initial stock-based filing fee as a Nevada corporation under NRS 78.760, subject to a $35,000 maximum.

Amount represented by authorized stock:

• Par-value shares: aggregate par value
• No-par-value shares: number of shares × $1
• Mixed stock: aggregate par value plus no-par-value shares × $1

Calculated qualification filing fee: $[____________]

☐ Current fee calculation confirmed before submission.

4. INITIAL LIST AND STATE BUSINESS LICENSE

NRS 80.110 requires the initial list when the qualification information is filed, unless the Secretary of State approves an alternative due date.

4.1 Corporation Officers and Directors

☐ Additional directors are listed on a supplemental page, if needed.

☐ Publicly traded status and Central Index Key are completed, if applicable.

☐ The initial-list declarations are completed and the list is signed by an officer or other specifically authorized person.

Initial-list fee: $150

4.2 State Business License

NRS 76.100 requires a Chapter 80 foreign corporation to obtain its state business license when filing the initial list.

☐ State Business License application completed.

☐ Current $500 corporation license fee included, unless a statutory exemption applies.

5. COMPLETE INITIAL PACKAGE

☐ Current NRS 80 foreign-corporation qualification form completed in dark ink

☐ Registered-agent acceptance signed or separately attached

☐ File-stamped home-jurisdiction stock record attached

☐ Modified Name Resolution attached, if required

☐ Initial List of Officers and Directors completed

☐ State Business License application completed

☐ Qualification fee included: $[____________]

☐ Initial-list fee included: $150

☐ State Business License fee included: $500, unless exempt

☐ Customer Order Instructions completed for a paper filing

Paper filing address:

Nevada Secretary of State

Commercial Recordings Division

401 North Carson Street

Carson City, NV 89701-4201

Use SilverFlume for any portion of the filing currently offered online.

6. POST-FILING CHECKLIST

☐ Retain the file-stamped qualification, filed initial list, state business license, and proof of payment. Under NRS 80.120, proof of payment for the initial or annual list constitutes authorization to transact business through the applicable anniversary month.

☐ Continuously maintain the Nevada registered agent required by NRS 80.060.

☐ File the annual officers-and-directors list by the last day of the corporation's qualification-anniversary month, unless an approved alternative due date applies. The annual-list fee is stock-based under NRS 80.110 and can exceed the $150 initial-list fee.

☐ Renew the State Business License with the annual list. The current corporation renewal fee is $500 under NRS 76.130.

☐ File the amendatory records required by NRS 80.030 within 90 days after the corresponding record is filed or merger becomes effective in the home jurisdiction.

☐ Publish the annual statement required by NRS 80.190 in two issues of a qualifying Nevada newspaper by the end of March, or by the end of the third month after fiscal year-end if the corporation uses a non-calendar fiscal year. Keep proof of publication; the Secretary of State states that it is not filed with that office.

☐ If a current corporation voluntarily withdraws, follow NRS 80.200 and file the board-authorized notice of withdrawal. NRS 80.050 sets the filing fee at $100. NRS 80.195 is a separate surrender route for certain already-revoked corporations.

☐ Review Nevada tax registration, local licenses, professional approvals, securities requirements, and industry-specific permits separately.

DO NOT ADD TO THE QUALIFICATION FORM

The current NRS 80 form does not request the corporation's incorporation date, duration, principal-office address, directors or officers within the qualification statement itself, delayed effective date, contractual representations and warranties, forum-selection clause, remedies, attorney-fee terms, assignment language, or notarization. Officers and directors belong on the accompanying initial list.

SOURCES AND REFERENCES

• Nevada Secretary of State — Corporation Forms
• Nevada Secretary of State — Foreign Corporation Qualification Packet
• Nevada Secretary of State — Initial/Annual List and Business License Form
• Nevada Secretary of State — Modified Name Resolution
• Nevada Secretary of State — Publication Requirements
• NRS Chapter 80
• NRS Chapter 76
• NRS Chapter 77
• NRS 78.760