Nevada Revised Statutes Chapter 78
Nevada Corporation Bylaws, Minutes & Record-Keeping
Updated · 6 min read
Nevada is often considered as an alternative state of incorporation. Its annual compliance combines a filing with the Secretary of State and a state business license, and it has specific rules about records available at the registered agent's office.
This page summarizes, in general terms, bylaws, meetings, records and state filings for Nevada private corporations.
Table of contents
Governing law
Nevada private corporations are governed by Nevada Revised Statutes (NRS) Chapter 78. The formation document is the articles of incorporation filed with the Nevada Secretary of State.
Bylaws
Nevada bylaws are adopted internally and are not filed with the state. However, Nevada requires a copy of the bylaws (along with other records) to be available at the registered agent's office, as described below. See what are corporate bylaws and how to write corporate bylaws.
Meetings and minutes
As a general rule, stockholders elect directors at an annual meeting. The board may act at a meeting or by written consent where permitted by NRS Chapter 78 and the bylaws, and Nevada permits stockholder action by written consent subject to the articles and bylaws.
Record every action in minutes or consents. See annual board meeting minutes and annual shareholder meeting minutes.
Nevada formation documents
Customized bylaws and organizational records can be prepared for a Nevada corporation.
Records at the registered agent's office
In general terms, Nevada requires a corporation to keep certain records available at its registered agent's office, such as a copy of the articles and bylaws with amendments, and either a stock ledger or a statement identifying where the stock ledger is kept. Stockholders meeting statutory conditions have rights to inspect certain records.
Keep the stock ledger accurate and tie each entry to a board resolution — see stock ledger and stock certificates. If the ledger is kept elsewhere, make sure the statement on file with your agent is current.
Annual list and state business license
Nevada corporations file an initial list of officers and directors after formation and then an annual list with the Nevada Secretary of State, generally due by the last day of the anniversary month of incorporation. They also obtain and renew a Nevada State Business License. Both are typically handled together through the state's SilverFlume business portal.
Registered agent
A Nevada corporation must maintain a registered agent in Nevada. Because of the records requirement above, the agent plays a larger role than in many states. A Nevada corporation doing business elsewhere generally must foreign-qualify in those states; see our state pages.
Records to keep
| Record | Notes for Nevada |
|---|---|
| Articles of incorporation and amendments | Copy available at registered agent's office |
| Bylaws and amendments | Copy available at registered agent's office |
| Organizational minutes or consent | See initial organizational minutes |
| Stockholder and board minutes and consents | All years |
| Stock ledger, or statement of where it is kept | At registered agent's office |
| Initial and annual lists of officers and directors | Filed with the Secretary of State |
| State business license | Renewed with the annual list |
| Registered agent information | And any changes |
Frequently asked questions
What annual filing does a Nevada corporation make?
An annual list of officers and directors with the Nevada Secretary of State, generally due by the last day of the anniversary month of incorporation, along with renewal of the state business license.
What is SilverFlume?
It is Nevada's online business portal, through which the annual list and the state business license are typically handled together.
Are Nevada bylaws filed with the state?
No, but a copy of the bylaws is generally required to be available at the registered agent's office.
Where must a Nevada corporation keep its stock ledger?
Nevada generally requires either the stock ledger or a statement of where it is kept to be available at the registered agent's office.
Does a Nevada corporation need a registered agent?
Yes. A Nevada registered agent is required.
Requirements change — verify with the official state agency and a licensed attorney. This is general information, not legal advice. See our disclaimer and other states.