Quadro& Associates, LLP

Registered office: - 05, Vishal Bhawan, 95, Nehru Place Flyover, Nehru Place, New Delhi, Delhi 110019
Telephone: - 011 2622 3694,011 26224680
Email id: -Quadro.associates@gmail.com

Memorandum To: Edu Software Pvt Ltd.

(Date: 1 November,2019)

TOPIC-Setting up a co-operation/Branch Office in the state of Nevada

As per Edu Software Pvt Ltd (the “ESPL”) request, this document contains the procedures of
opening a Branch Office and setting up a Co-operation in the state of Nevada.
In order to open a Branch Office or to set up a co-operation the company must comply with the
provisions of Nevada Revised Statues (NRS) and follow the rules and regulations as given on the
Nevada secretary of state website. Also all the documents related to the above two procedures
would be filed on the website i.e. https://www.nvsilverflume.gov/startBusiness.
We have been asked to analyze the following issues: -
1. Procedure for opening a Branch Office in the state of Nevada
2. Procedure of setting up a Co-operation in the state of Nevada
3. Comparing between first and second option which one is beneficial for ESPL

OPENING A BRANCH OFFICE: -

 Procedure before commencing the business:

Before commencing or doing any business in this state every corporation organized pursuant
to the laws of a foreign country, must file in the Office of the Secretary of State:
• The attached Qualification to do Business in Nevada form. (For specimen of Form please
see Annexure I to this study)
• A file stamped copy of the document most recently filed by the corporation in its home
jurisdiction verifying the entity name and total authorized stock.

 Check Name Availability:

The corporate name will be registered in Nevada exactly as it appears on the documents
issued by the country that are submitted with the Qualification to do Business in Nevada.
The name must be distinguishable from the names of corporations on file, in the office of
the Secretary of State. If the name is not available, a modified name resolution adopting a
name for use in conducting business in Nevada may be submitted along with the
Qualification to do Business in Nevada. The modified name resolution form is for use only
 if the name of your corporation is not available for use in Nevada. (For specimen of Form
Modified Name Resolution please see Annexure II to this study)

 Registered Agent:

Every Foreign corporation must have an agent for service of process in the state. This is an
individual or corporation that agrees to accept legal papers on the corporation's behalf if it
is sued. The registered agent must be a Nevada resident, or a business entity authorized to
do business in Nevada. The registered agent must have a physical street address in Nevada.
The agent should agree to accept service of process on your corporation's behalf prior to
designation

 Filing of amendatory records after qualification.

Each foreign corporation admitted to do business in this State shall, within 90 days after
the filing of any record relating to the original articles in the place of its creation, file in the
Office of the Secretary of State:
(a) A copy of the record certified by an authorized officer of the place of its creation, or a
certificate evidencing the filing, issued by the authorized officer of the place of its
creation with whom the record was filed; and
(b) A statement of an officer of the corporation of the change reflected by the filing of the
record, showing its relation to the name, authorized capital stock, or general purposes.

 Initial list of officers and state business license:

Pursuant to NRS 80.110, each corporation qualified under the laws

of this state shall, at the time of filing its Qualification to do Business in Nevada, and
annually thereafter, file its list of officers, directors and state business license. An amended
list of officers may be filed within 60 days of filing the Articles of Incorporation at no
charge.
 SETTING UP A CO-OPERATION: -

1. Choose a Corporate Name

A name appearing to be that of a natural person and containing a given name or

initials may not be used as a corporate name except with the addition of a corporate
ending such as Incorporated, "Inc.," "Limited," "Ltd.," Company," "Co.,"
"Corporation," "Corp." or other words that identify it as not being a natural person.
The corporation's name must be distinguishable from the names of other business
entities already on file with the Nevada Secretary of State. Names may be checked
for availability by at the Nevada Secretary of State business name databasei. We
may reserve a name for 90 days by filing a Name Reservation Request(For
specimen of Form Name Reservation Request please see Annexure II to this
study) form with the Nevada Secretary of State. The application may be
filed online through the Nevada Silver Flume Business Portal website or by mail.
The filing fee is $25.

2. Prepare and File Articles of Incorporation

The corporation is legally created by filing Articles of Incorporation with the

Nevada Secretary of State. The articles must include the corporate name and
address; the name, address, and signature of an agent for service of process; the
number of shares with or without par value the corporation is authorized to issue;
the names and addresses of the board of directors; and the name and address of the
incorporator. The registered agent must complete and sign a certificate of
acceptance, which is included with the Articles of Incorporation form (For
specimen of Articles of Incorporation form please see Annexure III to this study.)
The articles and initial list form may be filed online or by mail. The filing fee is
based on the number of shares the corporation is authorized to issue with an initial
minimum of $75 for $75,000 or less of authorized shares. The initial list fee is $150
plus a $500 business license fee.

 File List of Officers

You must file an Initial List of Officers, Directors, and Registered Agent and
State Business License Application with the Secretary of State at the time you
file your articles. The form is included with the Articles of Incorporation forms
packet. The initial list fee is $150 plus a $500 business license fee.
 Appoint a Registered Agent

Every Nevada corporation must have an agent for service of process in the state.
This is an individual or corporation that agrees to accept legal papers on the
corporation's behalf if it is sued. The registered agent must be a Nevada resident,
or a business entity authorized to do business in Nevada. The registered agent
must have a physical street address in Nevada. The agent should agree to accept
service of process on your corporation's behalf prior to designation.

 Set Up a Corporate Records Book

Set up a corporate records book in which you keep all of your corporation's
important papers, including minutes of director and shareholder meetings, stock
certificates, and stock certificate stubs. Keep your corporate records book at the
principal office of your corporation. You can use a three-ring binder as the
corporate records book or you can order a special corporate records kit through a
corporate kit supplier.

6. Prepare Corporate Bylaws

Bylaws are an internal corporate document that set out the basic ground rules for
operating your corporation. They are not filed with the state. Your corporation is
not legally required to have corporate bylaws, but you should adopt them
because they (1) establish your corporation's operating rules, and (2) help show
banks, creditors, the IRS, and others that your corporation is legitimate.

7. Hold Your First Board of Directors Meeting

The first meeting of the corporation's board of directors should be held at which
the directors can appoint adopt bylaws, select a corporate bank, authorize
issuance of shares of stock, set the corporation's fiscal year, and adopt an official
stock certificate form and corporate seal. The directors' actions must be recorded
in corporate minutes prepared by the incorporator or any of the directors.

8. Issue Stock

Issue stock to each shareholder. Although not legally required in most states,
small corporations usually issue paper stock certificates. Enter each shareholder's
name and contact information in the corporation’s stock transfer ledger. A share
of stock in your corporation is classified as a security under state and federal
securities laws that regulate the offer and sale of corporate stock.
9. Comply with List of Officers Filing Requirements

All corporations doing business in Nevada must file an Annual List of Officers,
Directors, and Registered Agent and State Business License Application every
year with the Nevada Secretary of State. These can be filed online at the Nevada
Secretary of State website or by mail. The annual list fee is based on number of
authorized shares. There is also a $500 state business license fee payable with the
annual list fee.

10. Comply with Other Tax and Regulatory Requirements

Additional tax and regulatory requirements apply to your corporation. These

include:

EIN: Your corporation must obtain a federal employer identification number

(EIN). You may obtain an EIN by completing an online application on the IRS
website. There is no filing fees.

Business Licenses: Depending on its type of business and where it is located,

your corporation may need to obtain other local and state business licenses.
 ANALYSIS WHETHER ESPL SHOULD GO FOR OPENING A BRANCH
OFFICE OR SETTING UP A CO-OPERATION1: -

1. It is true that the tax rates are lower in the state of Nevada, so it is better to have a
domestic co-operation in the state of Nevada and run the business under the state
laws. If we set up a Foreign Co-operation in Nevada then the company would have
to pay negligible taxes in Nevada but would have to pay higher taxes in the home
country.

2. It is better to set-up a Domestic Co-operation as, only laws of state of Nevada would
be applicable but in Foreign Co-operation the laws of both the countries would be
applicable i.e. state of Nevada and home country.

3. It is better to have a domestic co-operation as Nevada’s co-operation law is business

friendly:

 Nevada has minimal reporting and disclosure requirements

 shareholders are not a matter of public record

 directors can change the corporate bylaws,
 no minimal capital is required to form a Nevada corporation.

CONCLUSION

As per my opinion ESPL should incorporate a Domestic Co-operation rather than

going for the first option i.e. setting up a branch office as there are more
advantages in setting up a domestic co-operation like tax benefits, document
filing benefits, lesser procedures as only one country’s laws are followed.

***

In case of any further questions or discussion you can contract always contract us
on the phone numbers and email id given on the first page.

[SIDDHARTHA BANSAL]

1
https://www.nolo.com/legal-encyclopedia/you-wont-save-taxes-incorporating-in-nevada.html