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NEVADA SECRETARY OF STATE USES SECURITY STATUTES TO STOP SALE OF SHELL CORPORATIONS AND LLC’S
Investigation Looking into Possible False and Misleading Claims Regarding the Value of “Aged” Corporations
Posted Date: 9/9/2011
For Immediate Release
Contact: Bob Walsh, Deputy for Southern Nevada
(702) 486-2450
rwalsh@sos.nv.gov

(Carson City, NV; September 9, 2011) – Nevada Secretary of State Ross Miller’s Securities Division is ordering a Wyoming company that does business in Nevada and uses a Nevada address to stop selling shell corporations registered with his office because it is a securities violation. Miller says the sales of the Nevada corporations and LLC’s include the sale of stocks or shares, and is therefore regulated by Nevada’s securities statutes and regulations. The Securities Division today issued a cease and desist order to stop Companies Incorporated from selling the shell corporations.

“The sale of securities by an unlicensed broker or dealer is a clear violation of our securities statues,” said Miller. “Every corporation has stock or shares representing ownership, so in order to sell the corporation, you have to sell the stock or shares. It’s not illegal to do that, but it is illegal to do so without a license. We’re going to continue to investigate other possible criminal violations related to this type of activity.”

The Chief Administrator of the Securities Division, Carolyn Ellsworth says the Division will also be investigating possible fraudulent and misleading claims regarding the value of the shell companies in this case as well as future investigations. “Many times when these corporations or LLC’s are sold, the buyer is told that simply because the entity was formed and registered a few years ago, it has more value because it’s an ‘aged’ corporation. Buyers are sometimes told that the aged nature of the entity makes it more valuable for things like getting a line of credit, or just general credibility. It does not, and so that’s a serious misrepresentation.”

The issuance of the Cease and Desist Order is part of an ongoing effort to address abuses of the Nevada commercial filing statutes and regulations. In 2009 Secretary Miller, a former criminal prosecutor, travelled to Washington, DC to meet with leaders in the Treasury Department and the Department of Justice in order to work with federal agencies on these issues. As early as 2007, Miller’s office crafted specific legislation intended to give law enforcement additional tools to fight financial fraud. The Corporate Ownership Fraud Task Force, recently formed by Miller, will be a valuable weapon in addressing criminal activity related to corporate ownership fraud.

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