Nevada Revised Statutes

Nev. Rev. Stat. § 78.175 (2026)

Defaulting corporations: Duties of Secretary of State; revocation of charter and forfeiture of right to transact business; distribution of assets

✓ current as of July 2026

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NRS 78.175 Defaulting corporations: Duties of Secretary of State; revocation of charter and forfeiture of right to transact business; distribution of assets.

1. The Secretary of State shall notify, by providing written notice to its registered agent, each corporation deemed in default pursuant to NRS 78.170. The written notice:

(a) Must include a statement indicating the amount of the filing fee, penalties incurred and costs remaining unpaid.

(b) At the request of the registered agent, may be provided electronically.

2. On the first day of the first anniversary of the month following the month in which the filing was required, the charter of the corporation is revoked and its right to transact business is forfeited.

3. The Secretary of State shall compile a complete list containing the names of all corporations whose right to transact business has been forfeited.

4. The Secretary of State shall forthwith notify, by providing written notice to its registered agent, each corporation specified in subsection 3 of the forfeiture of its charter. The written notice:

(a) Must include a statement indicating the amount of the filing fee, penalties incurred and costs remaining unpaid.

(b) At the request of the registered agent, may be provided electronically.

5. If the charter of a corporation is revoked and the right to transact business is forfeited as provided in subsection 2, all the property and assets of the defaulting domestic corporation must be held in trust by the directors of the corporation as for insolvent corporations, and the same proceedings may be had with respect thereto as are applicable to insolvent corporations. Any person interested may institute proceedings at any time after a forfeiture has been declared, but, if the Secretary of State reinstates the charter, the proceedings must at once be dismissed and all property restored to the officers of the corporation.

6. Where the assets are distributed, they must be applied in the following manner:

(a) To the payment of the filing fee, penalties incurred and costs due the State;

(b) To the payment of the creditors of the corporation; and

[Part 5:180:1925; NCL § 1808]—(NRS A 1957, 152; 1959, 59; 1973, 1026; 1977, 606; 1979, 185; 1991, 1219; 1995, 1113; 2001, 1360, 3199; 2003, 20th Special Session, 32; 2007, 2645)

Notes of Decisions

Cited in 7 cases, 1967–2019 · leading case: Aa Primo Builders, LLC v. Washington, 245 P.3d 1190 (Nev. 2010).

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Aa Primo Builders, LLC v. Washington, 245 P.3d 1190 (Nev. 2010). · cites it 3× “505 (NRS 78.175 and NRS 78.585). We leave for another day the significance, if any, of the language differences between the corporations code and the limited liability company statutes concerning the proceedings that may be had following charter revocation.”

Anglo-Dutch Petroleum Int'l, Inc. v. Case Funding Network, LP, 441 S.W.3d 612 (Tex. App. 2014). · cites it 2× “Nev.Rev.Stat. Ann. § 78.175(2) (West 2013).”

Clipper Air Cargo, Inc. v. Aviation Prods. Int'l, Inc., 981 F. Supp. 956 (D.S.C. 1997). · cites it 2× “See Nev. Rev. Stat § 78.175 (1995). Clipper filed its complaint against API on May 27, 1997, almost one year after its charter had been revoked.”

Clark v. Lubritz, 944 P.2d 861 (Nev. 1997). “On February 1, 1991, the Secretary of State of Nevada revoked NPP’s corporate charter for failure to file its annual list of officers and directors pursuant to NRS 78.175. Apparently, Dr. Clark, as resident agent, failed to file the list.”

Lewis v. LeBaron, 254 Cal. App. 2d 270 (Cal. Ct. App. 1967). · cites it 2× “20601 (and possibly in the earlier litigation) defendants themselves offered certifications by the Secretaries of State of Nevada and California, showing that the corporate charter of Mt.”

USAC Aerospace Grp. Inc. dba USAC Aerospace Grp.: Ordnance Div. (A.S.B.C.A. 2017). “175, DEFAULTING CORPORATIONS: DUTIES OF SECRETARY OF STATE; REVOCATION OF CHARTER AND FORFEITURE OF RIGHT TO TRANSACT BUSINESS DISTRIBUTION OF ASSETS, including NRS § 78.175(2); these statutes are applicable to a company incorporated in Nevada.”

Luv n' care Ltd v. Laurain (D. Nev. 2019). “2008) (certifying to the Nevada Supreme Court the parallel question of whether a domestic 15 corporation whose charter has been revoked under NRS 78.175 may prosecute a lawsuit either (a) 16 in its own corporate name or (b) through its directors).”

— Nev. Rev. Stat. § 78.175(2) — 4 cases

Aa Primo Builders, LLC v. Washington, 245 P.3d 1190 (Nev. 2010). “505 (NRS 78.175 and NRS 78.585). We leave for another day the significance, if any, of the language differences between the corporations code and the limited liability company statutes concerning the proceedings that may be had following charter revocation.”

Anglo-Dutch Petroleum Int'l, Inc. v. Case Funding Network, LP, 441 S.W.3d 612 (Tex. App. 2014). “Nev.Rev.Stat. Ann. § 78.175(2) (West 2013).”

Clipper Air Cargo, Inc. v. Aviation Prods. Int'l, Inc., 981 F. Supp. 956 (D.S.C. 1997). “See Nev. Rev. Stat § 78.175 (1995). Clipper filed its complaint against API on May 27, 1997, almost one year after its charter had been revoked.”

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