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[Rev. 10/2/2007 5:14:23 PM]

CHAPTER 78 - PRIVATE CORPORATIONS

GENERAL PROVISIONS

NRS 7 8.010 Definitions; construction. [Effective through June 30, 2008.]

NRS 78.010 Definitions; construction. [Effective July 1, 2008.]

NRS 78.015 Applicability of chapter; effect on corporations existing before April 1, 1925.

NRS 78.020 Limitations on incorporation under chapter; compliance with other laws.

NRS 78.025 Reserved power of State to amend or repeal chapter; chapter part of corporation’s charter.

NRS 78.026 Form required for filing of records.

NRS 78.027 Corporate records: Microfilming; imaging; return.

NRS 78.028 Filing of records written in language other than English.

NRS 78.029 Procedure to submit replacement page to Secretary of State before actual filing of record.

NRS 78.0295 Correction of inaccurate or defective record filed with Secretary of State.

NRS 78.0297 Corporate records: Manner of storage; conversion into clear and legible paper form; admissibility in evidence.

NRS 78.0298 Records or signatures maintained by corporation.

FORMATION

NRS 78.030 Filing requirements. [Effective through June 30, 2008.]

NRS 78.030 Filing requirements. [Effective July 1, 2008.]

NRS 78.035 Articles of incorporation: Required provisions. [Effective through June 30, 2008.]

NRS 78.035 Articles of incorporation: Required provisions. [Effective July 1, 2008.]

NRS 78.037 Articles of incorporation: Optional provisions.

NRS 78.039 Name of corporation: Distinguishable name required; availability of name of revoked, merged or otherwise terminated corporation; regulations.

NRS 78.040 Name of corporation: Reservation; injunctive relief.

NRS 78.045 Articles of incorporation: Approval or certification required before filing of certain articles or amendments. [Effective through December 31, 2007.]

NRS 78.045 Articles of incorporation: Approval or certification required before filing of certain articles or amendments. [Effective January 1, 2008.]

_________

GENERAL PROVISIONS

NRS 78.010 Definitions; construction. [Effective through June 30, 2008.]

1. As used in this chapter:

(a) “Approval” and “vote” as describing action by the directors or stockholders mean the vote of directors in person or by written consent or of stockholders in person, by proxy or by written consent.

(b) “Articles,” “articles of incorporation” and “certificate of incorporation” are synonymous terms and, unless the context otherwise requires, include all certificates filed pursuant to NRS 78.030, 78.180, 78.185, 78.1955, 78.209, 78.380, 78.385, 78.390, 78.725 and 78.730 and any articles of merger, conversion, exchange or domestication filed pursuant to NRS 92A.200 to 92A.240, inclusive, or 92A.270. Unless the context otherwise requires, these terms include restated articles and certificates of incorporation.

(c) “Directors” and “trustees” are synonymous terms.

(d) “Receiver” includes receivers and trustees appointed by a court as provided in this chapter or in chapter 32 of NRS.

(e) “Record” means information that is inscribed on a tangible medium or that is stored in an electronic or other medium and is retrievable in perceivable form.

(f) “Registered office” means the office maintained at the street address of the resident agent.

(g) “Resident agent” means the agent appointed by the corporation upon whom process or a notice or demand authorized by law to be served upon the corporation may be served.

(h) “Sign” means to affix a signature to a record.

(i) “Signature” means a name, word, symbol or mark executed or otherwise adopted, or a record encrypted or similarly processed in whole or in part, by a person with the present intent to identify himself and adopt or accept a record. The term includes, without limitation, an electronic signature as defined in NRS 719.100.

(j) “Stockholder of record” means a person whose name appears on the stock ledger of the corporation.

(k) “Street address” of a resident agent means the actual physical location in this State at which a resident agent is available for service of process.

2. General terms and powers given in this chapter are not restricted by the use of special terms, or by any grant of special powers contained in this chapter.

[Part 47:177:1925; NCL § 1646] + [83:177:1925; A 1931, 415; 1931 NCL § 1682]—(NRS A 1965, 216; 1977, 184; 1989, 871; 1991, 1207; 1993, 944; 1995, 2093; 1997, 695; 1999, 1576; 2001, 101, 138, 2722, 3199; 2003, 48, 3077)

NRS 78.010 Definitions; construction. [Effective July 1, 2008.]

1. As used in this chapter:

(a) “Approval” and “vote” as describing action by the directors or stockholders mean the vote of directors in person or by written consent or of stockholders in person, by proxy or by written consent.

(b) “Articles,” “articles of incorporation” and “certificate of incorporation” are synonymous terms and, unless the context otherwise requires, include all certificates filed pursuant to NRS 78.030, 78.180, 78.185, 78.1955,78.209, 78.380, 78.385, 78.390,78.725 and 78.730 and any articles of merger, conversion, exchange or domestication filed pursuant to NRS 92A.200 to 92A.240, inclusive, or 92A.270. Unless the context otherwise requires, these terms include restated articles and certificates of incorporation.

(c) “Directors” and “trustees” are synonymous terms.

(d) “Principal office” means the office, in or out of this State, where the principal executive offices of a domestic or foreign corporation are located.

(e) “Receiver” includes receivers and trustees appointed by a court as provided in this chapter or in chapter 32 of NRS.

(f) “Record” means information that is inscribed on a tangible medium or that is stored in an electronic or other medium and is retrievable in perceivable form.

(g) “Registered agent” has the meaning ascribed to it in NRS 77.230.

(h) “Registered office” means the office maintained at the street address of the registered agent.

(i) “Sign” means to affix a signature to a record.

(j) “Signature” means a name, word, symbol or mark executed or otherwise adopted, or a record encrypted or similarly processed in whole or in part, by a person with the present intent to identify himself and adopt or accept a record. The term includes, without limitation, an electronic signature as defined in NRS 719100.

(k) “Stockholder of record” means a person whose name appears on the stock ledger of the corporation.

(l) “Street address” of a registered agent means the actual physical location in this State at which a registered agent is available for service of process.

2. General terms and powers given in this chapter are not restricted by the use of special terms, or by any grant of special powers contained in this chapter.

[Part 47:177:1925; NCL § 1646] + [83:177:1925; A 1931, 415; 1931 NCL § 1682]—(NRS A 1965, 216; 1977, 184; 1989, 871; 1991, 1207; 1993, 944; 1995, 2093; 1997, 695; 1999, 1576; 2001, 101, 1358, 2722, 3199; 2003, 48, 3077; 2007, 2639, effective July 1, 2008)

NRS 78.015 Applicability of chapter; effect on corporations existing before April 1, 1925.

1. The provisions of this chapter apply to:

(a) Corporations organized in this State on or after October 1, 1991, except:

(1) Where the provisions of chapters 80, 84 and 89 of NRS are inconsistent with the provisions of this chapter;

(2) Corporations expressly excluded by the provisions of this chapter; and

(3) Corporations governed by the provisions of NRS 81.170 to 81.540, inclusive, and chapter 82 of NRS.

(b) Corporations whose charters are renewed or revived in the manner provided in NRS 78.730.

(c) Corporations organized and still existing under this chapter before October 1, 1991, or any prior act or any amendment thereto.

(d) Close corporations, unless otherwise provided in chapter 78A of NRS.

(e) All insurance companies, mutual fire insurance companies, surety companies, express companies, railroad companies, and public utility companies now existing and formed before October 1, 1991, under any other act or law of this State, subject to any special provisions concerning any class of corporations inconsistent with the provisions of this chapter, in which case the special provisions continue to apply.

2. Neither the existence of corporations formed or existing before April 1, 1925, nor any liability, cause of action, right, privilege or immunity validly existing in favor of or against any such corporation on April 1, 1925, are affected, abridged, taken away or impaired by this chapter, or by any change in the requirements for the formation of corporations provided by this chapter, nor by the amendment or repeal of any laws under which such prior existing corporations were formed or created.

[1:177:1925; A 1935, 146; 1937, 4; 1945, 196; 1943 NCL § 1600]—(NRS A 1989, 948; 1991, 1207; 1995, 2094)

NRS 78.020 Limitations on incorporation under chapter; compliance with other laws.

1. Insurance companies, mutual fire insurance companies, surety companies, express companies and railroad companies may be formed under this chapter, but such a corporation may not:

(a) Transact any such business within this State until it has first complied with all laws concerning or affecting the right to engage in such business.

(b) Infringe the laws of any other state or country in which it may intend to engage in business, by so incorporating under this chapter.

2. No trust company, savings and loan association, thrift company or corporation organized for the purpose of conducting a banking business may be organized under this chapter.

[Part 4:177:1925; A 1929, 413; 1931, 415; 1949, 158; 1955, 402]—(NRS A 1975, 1; 1983, 117; 1997, 1014)

NRS 78.025 Reserved power of State to amend or repeal chapter; chapter part of corporation’s charter. This chapter may be amended or repealed at the pleasure of the Legislature, and every corporation created under this chapter, or availing itself of any of the provisions of this chapter, and all stockholders of such corporation shall be bound by such amendment; but such amendment or repeal shall not take away or impair any remedy against any corporation, or its officers, for any liability which shall have been previously incurred. This chapter, and all amendments thereof, shall be a part of the charter of every corporation, except so far as the same are inapplicable and inappropriate to the objects of the corporation.

[2:177:1925; NCL § 1601]

NRS 78.026 Form required for filing of records.

1. Each record filed with the Secretary of State pursuant to this chapter must be on or accompanied by a form prescribed by the Secretary of State.

2. The Secretary of State may refuse to file a record which does not comply with subsection 1 or which does not contain all of the information required by statute for filing the record.

3. If the provisions of the form prescribed by the Secretary of State conflict with the provisions of any record that is submitted for filing with the form:

(a) The provisions of the form control for all purposes with respect to the information that is required by statute to appear in the record in order for the record to be filed; and

(b) Unless otherwise provided in the record, the provisions of the record control in every other situation.

4. The Secretary of State may by regulation provide for the electronic filing of records with the Office of the Secretary of State.

NRS 78.027 Corporate records: Microfilming; imaging; return. The Secretary of State may microfilm or image any record which is filed in his office with respect to a corporation pursuant to this chapter and may return the original record to the corporation.

NRS 78.028 Filing of records written in language other than English. No record which is written in a language other than English may be filed or submitted for filing in the Office of the Secretary of State pursuant to the provisions of this chapter unless it is accompanied by a verified translation of that record into the English language.

NRS 78.029 Procedure to submit replacement page to Secretary of State before actual filing of record. Before the issuance of stock an incorporator, and after the issuance of stock an officer, of a corporation may authorize the Secretary of State in writing to replace any page of a record submitted for filing on an expedited basis, before the actual filing, and to accept the page as if it were part of the original record.

NRS 78.0295 Correction of inaccurate or defective record filed with Secretary of State.

1. A corporation may correct a record filed in the Office of the Secretary of State with respect to the corporation if the record contains an inaccurate description of a corporate action or if the record was defectively signed, attested, sealed, verified or acknowledged.

2. To correct a record, the corporation must:

(a) Prepare a certificate of correction which:

(1) States the name of the corporation;

(2) Describes the record, including, without limitation, its filing date;

(3) Specifies the inaccuracy or defect;

(4) Sets forth the inaccurate or defective portion of the record in an accurate or corrected form; and

(5) Is signed by an officer of the corporation or, if no stock has been issued by the corporation, by the incorporator or a director of the corporation.

(b) Deliver the certificate to the Secretary of State for filing.

(c) Pay a filing fee of $175 to the Secretary of State.

3. A certificate of correction is effective on the effective date of the record it corrects except as to persons relying on the uncorrected record and adversely affected by the correction. As to those persons, the certificate is effective when filed.

NRS 78.0297 Corporate records: Manner of storage; conversion into clear and legible paper form; admissibility in evidence.

1. Except as otherwise provided by federal or state law, any records maintained by a corporation in its regular course of business, including, without limitation, its stock ledger, books of account and minute books, may be kept on, by means of or be in the form of, any information processing system or other information storage device or medium.

2. A corporation shall convert within a reasonable time any records kept in the manner described in subsection 1 into clear and legible paper form upon the request of any person entitled to inspect the records maintained by the corporation pursuant to any provision of this chapter.

3. A clear and legible paper form produced from records kept in the manner described in subsection 1 is admissible in evidence and accepted for all other purposes to the same extent as an original paper record with the same information provided that the paper form portrays the record accurately.

NRS 78.0298 Records or signatures maintained by corporation.

1. No record or signature maintained by a corporation is required to be created, generated, sent, communicated, received, stored or otherwise processed or used by electronic means or in electronic form.

2. The corporation may refuse to accept or conduct any transaction or create, generate, send, communicate, receive, store or otherwise process, use or accept any record or signature by electronic means or in electronic form.

FORMATION

NRS 78.030 Filing requirements. [Effective through June 30, 2008.]

1. One or more persons may establish a corporation for the transaction of any lawful business, or to promote or conduct any legitimate object or purpose, pursuant and subject to the requirements of this chapter, by:

(a) Signing and filing in the Office of the Secretary of State articles of incorporation; and

(b) Filing a certificate of acceptance of appointment, signed by the resident agent of the corporation, in the Office of the Secretary of State.

2. The articles of incorporation must be as provided in NRS 78.035, and the Secretary of State shall require them to be in the form prescribed. If any articles are defective in this respect, the Secretary of State shall return them for correction.

[3:177:1925; A 1931, 415; 1931 NCL § 1602]—(NRS A 1963, 70; 1979, 394; 1981, 1888; 1989, 948; 1991, 1208; 1995, 2095; 1999, 1577; 2003, 3078)

NRS 78.030 Filing requirements. [Effective July 1, 2008.]

1. One or more persons may establish a corporation for the transaction of any lawful business, or to promote or conduct any legitimate object or purpose, pursuant and subject to the requirements of this chapter, by signing and filing in the Office of the Secretary of State articles of incorporation.

2. The articles of incorporation must be as provided in NRS 78.035, and the Secretary of State shall require them to be in the form prescribed. If any articles are defective in this respect, the Secretary of State shall return them for correction.

[3:177:1925; A 1931, 415; 1931 NCL § 1602]—(NRS A 1963, 70; 1979, 394; 1981, 1888; 1989, 948; 1991, 1208; 1995, 2095; 1999, 1577; 2003, 3078; 2007, 2640, effective July 1, 2008)

NRS 78.035 Articles of incorporation: Required provisions. [Effective through June 30, 2008.] The articles of incorporation must set forth:

1. The name of the corporation. A name appearing to be that of a natural person and containing a given name or initials must not be used as a corporate name except with an additional word or words such as “Incorporated,” “Limited,” “Inc.,” “Ltd.,” “Company,” “Co.,” “Corporation,” “Corp.,” or other word which identifies it as not being a natural person.

2. The name of the person designated as the corporation’s resident agent, the street address of the resident agent where process may be served upon the corporation, and the mailing address of the resident agent if different from the street address.

3. The number of shares the corporation is authorized to issue and, if more than one class or series of stock is authorized, the classes, the series and the number of shares of each class or series which the corporation is authorized to issue, unless the articles authorize the board of directors to fix and determine in a resolution the classes, series and numbers of each class or series as provided in NRS 78.195 and 78.196.

4. The names and addresses, either residence or business, of the first board of directors or trustees, together with any desired provisions relative to the right to change the number of directors as provided in NRS 78.115.

5. The name and address, either residence or business, of each of the incorporators signing the articles of incorporation.

[Part 4:177:1925; A 1929, 413; 1931, 415; 1949, 158; 1955, 402]—(NRS A 1957, 75; 1967, 769; 1981, 1888; 1985, 1785; 1987, 81, 574, 1054; 1991, 1208; 1993, 945; 1995, 2095; 1999, 1577; 2003, 3078; 2003, 20th Special Session, 27)

NRS 78.035 Articles of incorporation: Required provisions. [Effective July 1, 2008.] The articles of incorporation must set forth:

1. The name of the corporation. A name appearing to be that of a natural person and containing a given name or initials must not be used as a corporate name except with an additional word or words such as “Incorporated,” “Limited,” “Inc.,” “Ltd.,” “Company,” “Co.,” “Corporation,” “Corp.,” or other word which identifies it as not being a natural person.

2. The information required pursuant to NRS 77.310.

3. The number of shares the corporation is authorized to issue and, if more than one class or series of stock is authorized, the classes, the series and the number of shares of each class or series which the corporation is authorized to issue, unless the articles authorize the board of directors to fix and determine in a resolution the classes, series and numbers of each class or series as provided in NRS 78. and 78.196.

4. The names and addresses, either residence or business, of the first board of directors or trustees, together with any desired provisions relative to the right to change the number of directors as provided in NRS 78.115.

5. The name and address, either residence or business, of each of the incorporators signing the articles of incorporation.

[Part 4:177:1925; A 1929, 413; 1931, 415; 1949, 158; 1955, 402]—(NRS A 1957, 75; 1967, 769; 1981, 1888; 1985, 1785; 1987, 81, 574, 1054; 1991, 1208; 1993, 945; 1995, 2095; 1999, 1577; 2003, 3078; 2003, 20th Special Session, 27; 2007, 2640, effective July 1, 2008)

NRS 78.037 Articles of incorporation: Optional provisions. The articles of incorporation may also contain any provision, not contrary to the laws of this State:

1. For the management of the business and for the conduct of the affairs of the corporation;

2. Creating, defining, limiting or regulating the powers of the corporation or the rights, powers or duties of the directors, the officers or the stockholders, or any class of the stockholders, or the holders of bonds or other obligations of the corporation; or

3. Governing the distribution or division of the profits of the corporation.

NRS 78.039 Name of corporation: Distinguishable name required; availability of name of revoked, merged or otherwise terminated corporation; regulations.

1. The name proposed for a corporation must be distinguishable on the records of the Secretary of State from the names of all other artificial persons formed, organized, registered or qualified pursuant to the provisions of this title that are on file in the Office of the Secretary of State and all names that are reserved in the Office of the Secretary of State pursuant to the provisions of this title. If a proposed name is not so distinguishable, the Secretary of State shall return the articles of incorporation containing the proposed name to the incorporator, unless the written, acknowledged consent of the holder of the name on file or reserved name to use the same name or the requested similar name accompanies the articles of incorporation.

2. For the purposes of this section and NRS 78.040, a proposed name is not distinguishable from a name on file or reserved name solely because one or the other contains distinctive lettering, a distinctive mark, a trademark or a trade name, or any combination of these.

3. The name of a corporation whose charter has been revoked, which has merged and is not the surviving entity or whose existence has otherwise terminated is available for use by any other artificial person.

4. The Secretary of State may adopt regulations that interpret the requirements of this section.

NRS 78.040 Name of corporation: Reservation; injunctive relief.

1. The Secretary of State, when requested so to do, shall reserve, for a period of 90 days, the right to use any name available under NRS 78.039, for the use of any proposed corporation. During the period, a name so reserved is not available for use or reservation by any other artificial person forming, organizing, registering or qualifying in the Office of the Secretary of State pursuant to the provisions of this title without the written, acknowledged consent of the person at whose request the reservation was made.

2. The use by any other artificial person of a name in violation of subsection 1 or NRS 78.039 may be enjoined, even if the record under which the artificial person is formed, organized, registered or qualified has been filed by the Secretary of State.

NRS 78.045 Articles of incorporation: Approval or certification required before filing of certain articles or amendments. [Effective through December 31, 2007.]

1. The Secretary of State shall not accept for filing any articles of incorporation or any certificate of amendment of articles of incorporation of any corporation formed pursuant to the laws of this State which provides that the name of the corporation contains the word “bank” or “trust,” unless:

(a) It appears from the articles or the certificate of amendment that the corporation proposes to carry on business as a banking or trust company, exclusively or in connection with its business as a bank, savings and loan association or thrift company; and

(b) The articles or certificate of amendment is first approved by the Commissioner of Financial Institutions.

2. The Secretary of State shall not accept for filing any articles of incorporation or any certificate of amendment of articles of incorporation of any corporation formed pursuant to the provisions of this chapter if it appears from the articles or the certificate of amendment that the business to be carried on by the corporation is subject to supervision by the Commissioner of Insurance or by the Commissioner of Financial Institutions, unless the articles or certificate of amendment is approved by the Commissioner who will supervise the business of the corporation.

3. Except as otherwise provided in subsection 7, the Secretary of State shall not accept for filing any articles of incorporation or any certificate of amendment of articles of incorporation of any corporation formed pursuant to the laws of this State if the name of the corporation contains the words “engineer,” “engineered,” “engineering,” “professional engineer,” “registered engineer” or “licensed engineer” unless:

(a) The State Board of Professional Engineers and Land Surveyors certifies that the principals of the corporation are licensed to practice engineering pursuant to the laws of this State; or

(b) The State Board of Professional Engineers and Land Surveyors certifies that the corporation is exempt from the prohibitions of NRS 625.520.

4. Except as otherwise provided in subsection 7, the Secretary of State shall not accept for filing any articles of incorporation or any certificate of amendment of articles of incorporation of any corporation formed pursuant to the laws of this State if the name of the corporation contains the words “architect,” “architecture,” “registered architect,” “licensed architect,” “registered interior designer,” “registered interior design,” “residential designer,” “registered residential designer,” “licensed residential designer” or “residential design” unless the State Board of Architecture, Interior Design and Residential Design certifies that:

(a) The principals of the corporation are holders of a certificate of registration to practice architecture or residential design or to practice as a registered interior designer, as applicable, pursuant to the laws of this State; or

(b) The corporation is qualified to do business in this State pursuant to NRS 623.349.

5. The Secretary of State shall not accept for filing any articles of incorporation or any certificate of amendment of articles of incorporation of any corporation formed pursuant to the laws of this State which provides that the name of the corporation contains the word “accountant,” “accounting,” “accountancy,” “auditor” or “auditing” unless the Nevada State Board of Accountancy certifies that the corporation:

(a) Is registered pursuant to the provisions of chapter 628 of NRS; or

(b) Has filed with the Nevada State Board of Accountancy under penalty of perjury a written statement that the corporation is not engaged in the practice of accounting and is not offering to practice accounting in this State.

6. The Secretary of State shall not accept for filing any articles of incorporation or any certificate of amendment of articles of incorporation of any corporation formed or existing pursuant to the laws of this State which provides that the name of the corporation contains the words “common-interest community,” “community association,” “master association,” “unit-owners’ association” or “homeowners’ association” or if it appears in the articles of incorporation or certificate of amendment that the purpose of the corporation is to operate as a unit-owners’ association pursuant to chapter 116 of NRS unless the Administrator of the Real Estate Division of the Department of Business and Industry certifies that the corporation has:

(a) Registered with the Ombudsman for Owners in Common-Interest Communities pursuant to NRS 116.31158; and

(b) Paid to the Administrator of the Real Estate Division the fees required pursuant to NRS 116.31155.

7. The provisions of subsections 3 and 4 do not apply to any corporation, whose securities are publicly traded and regulated by the Securities Exchange Act of 1934, which does not engage in the practice of professional engineering, architecture or residential design or interior design, as applicable.

8. The Commissioner of Financial Institutions and the Commissioner of Insurance may approve or disapprove the articles or amendments referred to them pursuant to the provisions of this section.

NRS 78.045 Articles of incorporation: Approval or certification required before filing of certain articles or amendments. [Effective January 1, 2008.]

1. The Secretary of State shall not accept for filing any articles of incorporation or any certificate of amendment of articles of incorporation of any corporation formed pursuant to the laws of this State which provides that the name of the corporation contains the word “bank” or “trust,” unless:

(a) It appears from the articles or the certificate of amendment that the corporation proposes to carry on business as a banking or trust company, exclusively or in connection with its business as a bank, savings and loan association or thrift company; and

(b) The articles or certificate of amendment is first approved by the Commissioner of Financial Institutions.

2. The Secretary of State shall not accept for filing any articles of incorporation or any certificate of amendment of articles of incorporation of any corporation formed pursuant to the provisions of this chapter if it appears from the articles or the certificate of amendment that the business to be carried on by the corporation is subject to supervision by the Commissioner of Insurance or by the Commissioner of Financial Institutions, unless the articles or certificate of amendment is approved by the Commissioner who will supervise the business of the corporation.

3. Except as otherwise provided in subsection 7, the Secretary of State shall not accept for filing any articles of incorporation or any certificate of amendment of articles of incorporation of any corporation formed pursuant to the laws of this State if the name of the corporation contains the words “engineer,” “engineered,” “engineering,” “professional engineer,” “registered engineer” or “licensed engineer” unless:

(a) The State Board of Professional Engineers and Land Surveyors certifies that the principals of the corporation are licensed to practice engineering pursuant to the laws of this State; or

(b) The State Board of Professional Engineers and Land Surveyors certifies that the corporation is exempt from the prohibitions of NRS 625.520.

4. Except as otherwise provided in subsection 7, the Secretary of State shall not accept for filing any articles of incorporation or any certificate of amendment of articles of incorporation of any corporation formed pursuant to the laws of this State if the name of the corporation contains the words “architect,” “architecture,” “registered architect,” “licensed architect,” “registered interior designer,” “registered interior design,” “residential designer,” “registered residential designer,” “licensed residential designer” or “residential design” unless the State Board of Architecture, Interior Design and Residential Design certifies that:

(a) The principals of the corporation are holders of a certificate of registration to practice architecture or residential design or to practice as a registered interior designer, as applicable, pursuant to the laws of this State; or

(b) The corporation is qualified to do business in this State pursuant to NRS 623.349.