Senate Bill No. 2–Committee of the Whole

 

CHAPTER..........

 

AN ACT relating to business; providing for the implementation, modification and standardization of certain filing requirements for business entities; requiring a defaulting business entity that wants to reinstate its right to transact business in this state to file with the Secretary of State a certificate of acceptance of appointment signed by its resident agent; changing the exclusive remedy by which a judgment creditor of a member of a limited-liability company or a limited partnership may satisfy a judgment; allowing a limited partnership to register as a limited-liability limited partnership; increasing certain fees and establishing new fees; requiring a resident agent to file with the Secretary of State a certificate of name change of resident agent under certain circumstances; making various other changes to provisions pertaining to business entities; and providing other matters properly relating thereto.

 

THE PEOPLE OF THE STATE OF NEVADA, REPRESENTED IN

SENATE AND ASSEMBLY, DO ENACT AS FOLLOWS:

 

    Section 1. The Legislature hereby declares that:

    1.  Many of the fees increased pursuant to the amendatory

 provisions of this act have not been increased for a substantial

 length of time, and increasing these fees is necessary and

 appropriate at this time.

    2.  It is the intent of the Legislature that the fees increased

 pursuant to the amendatory provisions of this act must not be

 increased again for a period of at least 10 years following the

 enactment of this act.

    Sec. 2.  Chapter 78 of NRS is hereby amended by adding

 thereto a new section to read as follows:

    1.  Each document 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 document which

 does not comply with subsection 1 or which does not contain all

 of the information required by statute for filing the document.

    3.  If the provisions of the form prescribed by the Secretary of

 State conflict with the provisions of any document 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 document in order for the document to be filed; and


    (b) Unless otherwise provided in the document, the provisions

of the document control in every other situation.

    4.  The Secretary of State may by regulation provide for the

 electronic filing of documents with the Office of the Secretary of

 State.

    Sec. 3.  NRS 78.027 is hereby amended to read as follows:

    78.027  The Secretary of State may microfilm or image any

 document which is filed in his office by a corporation pursuant to

 this chapter and may return the original document to the

 corporation.

    Sec. 4.  NRS 78.0295 is hereby amended to read as follows:

    78.0295  1.  A corporation may correct a document filed by

 the Secretary of State with respect to the corporation if the

 document contains an inaccurate record of a corporate action

 described in the document or was defectively executed, attested,

 sealed, verified or acknowledged.

    2.  To correct a document, the corporation [shall:] must:

    (a) Prepare a certificate of correction which:

        (1) States the name of the corporation;

        (2) Describes the document, including, without limitation, its

 filing date;

        (3) Specifies the inaccuracy or defect;

        (4) Sets forth the inaccurate or defective portion of the

 document 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 [$150] $175 to the Secretary of State.

    3.  A certificate of correction is effective on the effective date

 of the document it corrects except as to persons relying on the

 uncorrected document and adversely affected by the correction. As

 to those persons, the certificate is effective when filed.

    Sec. 5.  NRS 78.035 is hereby amended to read as follows:

    78.035  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 [number,] names and [post office box or street]

 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 [post office box or street] address, either

 residence or business , of each of the incorporators executing the

 articles of incorporation.

    Sec. 6.  NRS 78.045 is hereby amended to read as follows:

    78.045  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 , [or] 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 [5,] 6, the

 Secretary of State shall not accept for filing any articles of

 incorporation or any certificate [or] 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.  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

 [words] 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.

    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 or existing

 pursuant to the laws of this state which provides that the name of

 the corporation contains the words “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.

    6.  The provisions of subsection 3 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.

    [6.] 7. 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.

    Sec. 7.  NRS 78.097 is hereby amended to read as follows:

    78.097  1.  A resident agent who desires to resign shall file

 with the Secretary of State a signed statement , on a form provided

 by the Secretary of State, for each [corporation] artificial person

 formed, organized, registered or qualified pursuant to the

 provisions of this title that he is unwilling to continue to act as the

 resident agent of the [corporation] artificial person for the service


of process. The fee for filing a statement of resignation is $100 for

the first artificial person for whom the resident agent is unwilling

 to continue to act as the agent and $1 for each additional

 artificial person listed on the statement of resignation. A

 resignation is not effective until the signed statement is filed with

 the Secretary of State.

    2.  The statement of resignation may contain a statement of the

 affected corporation appointing a successor resident agent for that

 corporation. A certificate of acceptance executed by the new

 resident agent, stating the full name, complete street address and, if

 different from the street address, mailing address of the new

 resident agent, must accompany the statement appointing a

 successor resident agent.

    3.  Upon the filing of the statement of resignation with the

 Secretary of State the capacity of the resigning person as resident

 agent terminates. If the statement of resignation contains no

 statement by the corporation appointing a successor resident agent,

 the resigning resident agent shall immediately give written notice,

 by mail, to the corporation of the filing of the statement and its

 effect. The notice must be addressed to any officer of the

 corporation other than the resident agent.

    4.  If a resident agent dies, resigns or removes from the State,

 the corporation, within 30 days thereafter, shall file with the

 Secretary of State a certificate of acceptance executed by the new

 resident agent. The certificate must set forth the full name and

 complete street address of the new resident agent for the service of

 process, and may have a separate mailing address, such as a post

 office box, which may be different from the street address.

    5.  A corporation that fails to file a certificate of acceptance

 executed by the new resident agent within 30 days after the death,

 resignation or removal of its former resident agent shall be deemed

 in default and is subject to the provisions of NRS 78.170 and

 78.175.

    Sec. 8.  NRS 78.110 is hereby amended to read as follows:

    78.110  1.  If a corporation created pursuant to this chapter

 desires to change its resident agent, the change may be effected by

 filing with the Secretary of State a certificate of change of resident

 agent signed by an officer of the corporation which sets forth:

    (a) The name of the corporation;

    (b) The name and street address of its present resident agent; and

    (c) The name and street address of the new resident agent.

    2.  The new resident agent’s certificate of acceptance must be a

 part of or attached to the certificate of change [.] of resident agent.

    3.  If the name of a resident agent is changed as a result of a

 merger, conversion, exchange, sale, reorganization or

 amendment, the resident agent shall:


    (a) File with the Secretary of State a certificate of name

change of resident agent that includes:

        (1) The current name of the resident agent as filed with the

 Secretary of State;

        (2) The new name of the resident agent; and

        (3) The name and file number of each artificial person

 formed, organized, registered or qualified pursuant to the

 provisions of this title that the resident agent represents; and

    (b) Pay to the Secretary of State a filing fee of $100.

    4.  A change authorized by this section becomes effective upon

 the filing of the proper certificate of change.

    Sec. 9.  NRS 78.150 is hereby amended to read as follows:

    78.150  1.  A corporation organized pursuant to the laws of

 this state shall, on or before the [first] last day of the [second] first

 month after the filing of its articles of incorporation with the

 Secretary of State, file with the Secretary of State a list, on a form

 furnished by him, containing:

    (a) The name of the corporation;

    (b) The file number of the corporation, if known;

    (c) The names and titles of the president, secretary[,] and

 treasurer , or the equivalent thereof, and of all the directors of the

 corporation;

    (d) The [mailing or street] address, either residence or business,

 of each officer and director listed, following the name of the officer

 or director;

    (e) The name and [street] address of the lawfully designated

 resident agent of the corporation; and

    (f) The signature of an officer of the corporation certifying that

 the list is true, complete and accurate.

    2.  The corporation shall annually thereafter, on or before the

 last day of the month in which the anniversary date of incorporation

 occurs in each year, file with the Secretary of State, on a form

 furnished by him, an annual list containing all of the information

 required in subsection 1.

    3.  Each list required by subsection 1 or 2 must be accompanied

 by a declaration under penalty of perjury that the corporation [has] :

    (a) Has complied with the provisions of chapter 364A of NRS

 [.] ; and

    (b) Acknowledges that pursuant to NRS 239.330, it is a

 category C felony to knowingly offer any false or forged

 instrument for filing with the Office of the Secretary of State.

    4.  Upon filing the list required by:

    (a) Subsection 1, the corporation shall pay to the Secretary of

 State a fee of [$165.] $125.


    (b) Subsection 2, the corporation shall pay to the Secretary of

State [a fee of $85.] , if the amount represented by the total

 number of shares provided for in the articles is:

 

$75,000 or less..................................... $125

Over $75,000 and not over $200,000.. 175

Over $200,000 and not over $500,000275

Over $500,000 and not over $1,000,000375

Over $1,000,000:

    For the first $1,000,000.................... 375

    For each additional $500,000 or fraction thereof   275

The maximum fee which may be charged pursuant to paragraph

 (b) for filing the annual list is $11,100.

 

    5.  If a director or officer of a corporation resigns and the

 resignation is not made in conjunction with the filing of an

 annual or amended list of directors and officers, the corporation

 shall pay to the Secretary of State a fee of $75 to file the

 resignation of the director or officer.

    6.  The Secretary of State shall, 60 days before the last day for

 filing each annual list required by subsection 2, cause to be mailed

 to each corporation which is required to comply with the provisions

 of NRS 78.150 to 78.185, inclusive, and which has not become

 delinquent, a notice of the fee due pursuant to subsection 4 and a

 reminder to file the annual list required by subsection 2. Failure of

 any corporation to receive a notice or form does not excuse it from

 the penalty imposed by law.

    [6.] 7. If the list to be filed pursuant to the provisions of

 subsection 1 or 2 is defective in any respect or the fee required by

 subsection 4 [or 8]is not paid, the Secretary of State may return the

 list for correction or payment.

    [7.] 8. An annual list for a corporation not in default which is

 received by the Secretary of State more than [60] 90 days before its

 due date shall be deemed an amended list for the previous year and

 must be accompanied by [a fee of $85] the appropriate fee as

 provided in subsection 4 for filing. A payment submitted pursuant

 to this subsection does not satisfy the requirements of subsection 2

 for the year to which the due date is applicable.

    [8.  If the corporation is an association as defined in NRS

 116.110315, the Secretary of State shall not accept the filing

 required by this section unless it is accompanied by evidence of the

 payment of the fee required to be paid pursuant to NRS 116.31155

 that is provided to the association pursuant to subsection 4 of that

 section.]


    Sec. 10.  NRS 78.155 is hereby amended to read as follows:

    78.155  If a corporation has filed the initial or annual list in

 compliance with NRS 78.150 and has paid the appropriate fee for

 the filing, the cancelled check or other proof of payment received

 by the corporation constitutes a certificate authorizing it to transact

 its business within this state until the last day of the month in which

 the anniversary of its incorporation occurs in the next succeeding

 calendar year. [If the corporation desires a formal certificate upon

 its payment of the initial or annual fee, its payment must be

 accompanied by a self-addressed, stamped envelope.]

    Sec. 11.  NRS 78.165 is hereby amended to read as follows:

    78.165  1.  [Every] Each list required to be filed under the

 provisions of NRS 78.150 to 78.185, inclusive, must, after the name

 of each officer and director listed thereon, set forth the [post office

 box or street] address, either residence or business, of each officer

 and director.

    2.  If the addresses are not stated for each person on any list

 offered for filing, the Secretary of State may refuse to file the list,

 and the corporation for which the list has been offered for filing is

 subject to all the provisions of NRS 78.150 to 78.185, inclusive,

 relating to failure to file the list within or at the times therein

 specified, unless a list is subsequently submitted for filing which

 conforms to the provisions of NRS 78.150 to 78.185, inclusive.

    Sec. 12.  NRS 78.170 is hereby amended to read as follows:

    78.170  1.  Each corporation which is required to make a filing

 and pay the fee prescribed in NRS 78.150 to 78.185, inclusive, and

 which refuses or neglects to do so within the time provided shall be

 deemed in default.

    2.  Upon notification from the Administrator of the Real

 Estate Division of the Department of Business and Industry that a

 corporation which is a unit-owners’ association as defined in

 NRS 116.110315 has failed to register pursuant to NRS

 116.31158 or failed to pay the fees pursuant to NRS 116.31155,

 the Secretary of State shall deem the corporation to be in default.

 If, after the corporation is deemed to be in default, the

 Administrator notifies the Secretary of State that the corporation

 has registered pursuant to NRS 116.31158 and paid the fees

 pursuant to NRS 116.31155, the Secretary of State shall reinstate

 the corporation if the corporation complies with the requirements

 for reinstatement as provided in this section and NRS 78.180 and

 78.185.

    3.  For default there must be added to the amount of the fee a

 penalty of [$50.] $75. The fee and penalty must be collected as

 provided in this chapter.


    Sec. 13.  NRS 78.175 is hereby amended to read as follows:

    78.175  1.  The Secretary of State shall notify, by [letter

 addressed] providing written notice to its resident agent, each

 corporation deemed in default pursuant to NRS 78.170. The written

 notice [must be accompanied by] :

    (a) Must include a statement indicating the amount of the filing

 fee, penalties incurred and costs remaining unpaid.

    (b) At the request of the resident 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 [do]

 transact business has been forfeited.

    4.  The Secretary of State shall forthwith notify, by [letter

 addressed] providing written notice to its resident agent, each

 [such] corporation specified in subsection 3 of the forfeiture of its

 charter. The written notice [must be accompanied by] :

    (a) Must include a statement indicating the amount of the filing

 fee, penalties incurred and costs remaining unpaid.

    [4.] (b) At the request of the resident 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 [of] 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.

    [5.] 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 [to] the State;

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

    (c) Any balance remaining , to distribution among the

 stockholders.

    Sec. 14.  NRS 78.180 is hereby amended to read as follows:

    78.180  1.  Except as otherwise provided in subsections 3 and

 4, the Secretary of State shall reinstate a corporation which has

 forfeited or which forfeits its right to transact business pursuant to

 the provisions of this chapter and shall restore to the corporation its


right to carry on business in this state, and to exercise its corporate

privileges and immunities, if it:

    (a) Files with the Secretary of State [the] :

        (1) The list required by NRS 78.150;

        (2) The statement required by section 1 of Senate Bill No.

 124 of the 72nd Session of the Nevada Legislature, if applicable;

 and

        (3) A certificate of acceptance of appointment signed by its

 resident agent; and

    (b) Pays to the Secretary of State:

        (1) The filing fee and penalty set forth in NRS 78.150 and

 78.170 for each year or portion thereof during which it failed to file

 each required annual list in a timely manner; [and]

        (2) The fee set forth in section 1 of Senate Bill No. 124 of

 the 72nd Session of the Nevada Legislature, if applicable; and

        (3) A fee of [$200] $300 for reinstatement.

    2.  When the Secretary of State reinstates the corporation, he

 shall[:

    (a) Immediately issue and deliver to the corporation a certificate

 of reinstatement authorizing it to transact business as if the filing

 fee or fees had been paid when due; and

    (b) Upon demand,] issue to the corporation [one or more

 certified copies of the] a certificate of reinstatement[.] if the

 corporation:

    (a) Requests a certificate of reinstatement; and

    (b) Pays the required fees pursuant to subsection 8 of

NRS 78.785.

    3.  The Secretary of State shall not order a reinstatement unless

 all delinquent fees and penalties have been paid, and the revocation

 of the charter occurred only by reason of failure to pay the fees and

 penalties.

    4.  If a corporate charter has been revoked pursuant to the

 provisions of this chapter and has remained revoked for a period of

 5 consecutive years, the charter must not be reinstated.

    Sec. 15.  NRS 78.185 is hereby amended to read as follows:

    78.185  1.  Except as otherwise provided in subsection 2, if a

 corporation applies to reinstate or revive its charter but its name has

 been legally reserved or acquired by another artificial person

 formed, organized, registered or qualified pursuant to the provisions

 of this title whose name is on file with the Office of the Secretary of

 State or reserved in the Office of the Secretary of State pursuant to

 the provisions of this title, the corporation shall in its application

 for reinstatement submit in writing to the Secretary of State some

 other name under which it desires its corporate existence to be

 reinstated or revived. If that name is distinguishable from all other

 names reserved or otherwise on file, the Secretary of State shall

 [issue to


the applying corporation a certificate of reinstatement or revival]

reinstate the corporation under that new name.

    2.  If the applying corporation submits the written,

 acknowledged consent of the artificial person having a name, or the

 person who has reserved a name, which is not distinguishable from

 the old name of the applying corporation or a new name it has

 submitted, it may be reinstated or revived under that name.

    3.  For the purposes of this section, 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.

    4.  The Secretary of State may adopt regulations that interpret

 the requirements of this section.

    Sec. 16.  NRS 78.390 is hereby amended to read as follows:

    78.390  1.  Every amendment adopted pursuant to the

 provisions of NRS 78.385 must be made in the following manner:

    (a) The board of directors must adopt a resolution setting forth

 the amendment proposed and declaring its advisability, and either

 call a special meeting of the stockholders entitled to vote on the

 amendment or direct that the proposed amendment be considered at

 the next annual meeting of the stockholders entitled to vote on the

 amendment.

    (b) At the meeting, of which notice must be given to each

 stockholder entitled to vote pursuant to the provisions of this

 section, a vote of the stockholders entitled to vote in person or by

 proxy must be taken for and against the proposed amendment. If it

 appears upon the canvassing of the votes that stockholders holding

 shares in the corporation entitling them to exercise at least a

 majority of the voting power, or such greater proportion of the

 voting power as may be required in the case of a vote by classes or

 series, as provided in subsections 2 and 4, or as may be required by

 the provisions of the articles of incorporation, have voted in favor

 of the amendment, an officer of the corporation shall sign a

 certificate setting forth the amendment, or setting forth the articles

 of incorporation as amended, and the vote by which the amendment

 was adopted.

    (c) The certificate so signed must be filed with the Secretary of

 State.

    2.  If any proposed amendment would adversely alter or change

 any preference or any relative or other right given to any class or

 series of outstanding shares, then the amendment must be approved

 by the vote, in addition to the affirmative vote otherwise required,

 of the holders of shares representing a majority of the voting power

 of each class or series adversely affected by the amendment

 regardless of limitations or restrictions on the voting power thereof.


    3.  Provision may be made in the articles of incorporation

requiring, in the case of any specified amendments, a larger

 proportion of the voting power of stockholders than that required by

 this section.

    4.  Different series of the same class of shares do not constitute

 different classes of shares for the purpose of voting by classes

 except when the series is adversely affected by an amendment in a

 different manner than other series of the same class.

    5.  The resolution of the stockholders approving the proposed

 amendment may provide that at any time before the effective date

 of the amendment, notwithstanding approval of the proposed

 amendment by the stockholders, the board of directors may, by

 resolution, abandon the proposed amendment without further action

 by the stockholders.

    6.  A certificate filed pursuant to subsection 1 becomes

 effective upon filing with the Secretary of State or upon a later date

 specified in the certificate, which must not be later than 90 days

 after the certificate is filed.

    7.  If a certificate filed pursuant to subsection 1 specifies an

 effective date and if the resolution of the stockholders approving

 the proposed amendment provides that the board of directors may

 abandon the proposed amendment pursuant to subsection 5, the

 board of directors may terminate the effectiveness of the certificate

 by resolution and by filing a certificate of termination with the

 Secretary of State that:

    (a) Is filed before the effective date specified in the certificate

 filed pursuant to subsection 1;

    (b) Identifies the certificate being terminated;

    (c) States that, pursuant to the resolution of the stockholders, the

 board of directors is authorized to terminate the effectiveness of the

 certificate;

    (d) States that the effectiveness of the certificate has been

 terminated;

    (e) Is signed by an officer of the corporation; and

    (f) Is accompanied by a filing fee of [$150.] $175.

    Sec. 17.  NRS 78.403 is hereby amended to read as follows:

    78.403  1.  A corporation may restate, or amend and restate, in

 a single certificate the entire text of its articles of incorporation as

 amended by filing with the Secretary of State a certificate [signed

 by an officer of the corporation which must set forth the articles as

 amended to the date of the certificate.] in the manner provided in

 this section. If the certificate alters or amends the articles in any

 manner, it must comply with the provisions of NRS 78.380, 78.385

 and 78.390, as applicable . [, and must be accompanied by:

    (a) A resolution; or

    (b) A form prescribed by the Secretary of State,


setting forth which provisions of the articles of incorporation on file

with the Secretary of State are being altered or amended.]

    2.  If the certificate does not alter or amend the articles, it must

 be signed by an officer of the corporation and state that he has been

 authorized to execute the certificate by resolution of the board of

 directors adopted on the date stated, and that the certificate

 correctly sets forth the text of the articles of incorporation as

 amended to the date of the certificate.

    3.  The following may be omitted from the restated articles:

    (a) The names, addresses, signatures and acknowledgments of

 the incorporators;

    (b) The names and addresses of the members of the past and

 present boards of directors; and

    (c) The name and address of the resident agent.

    4.  Whenever a corporation is required to file a certified copy of

 its articles, in lieu thereof it may file a certified copy of the most

 recent certificate restating its articles as amended, subject to the

 provisions of subsection 2, together with certified copies of all

 certificates of amendment filed subsequent to the restated articles

 and certified copies of all certificates supplementary to the original

 articles.

    Sec. 18.  NRS 78.580 is hereby amended to read as follows:

    78.580  1.  If the board of directors of any corporation

 organized under this chapter, after the issuance of stock or the

 beginning of business, decides that the corporation should be

 dissolved, the board may adopt a resolution to that effect. If the

 corporation has issued no stock, only the directors need to approve

 the dissolution. If the corporation has issued stock, the directors

 must recommend the dissolution to the stockholders. The

 corporation shall notify each stockholder entitled to vote on

 dissolution , and the stockholders entitled to vote must approve the

 dissolution.

    2.  If the dissolution is approved by the directors or both the

 directors and stockholders, as respectively provided in subsection 1,

 the corporation shall file with the Office of the Secretary of State a

 certificate signed by an officer of the corporation setting forth that

 the dissolution has been approved by the directors, or by the

 directors and the stockholders, and a list of the names and [post

 office box or street] addresses, either residence or business, of the

 corporation’s president, secretary and treasurer , or the equivalent

 thereof, and all of its directors . [, certified by the president, or a

 vice president, and the secretary, or an assistant secretary, in the

 Office of the Secretary of State.]

    Sec. 19.  NRS 78.622 is hereby amended to read as follows:

    78.622  1.  If a corporation is under reorganization in a federal

 court pursuant to Title 11 of U.S.C., it may take any action


necessary to carry out any proceeding and do any act directed by the

court relating to reorganization, without further action by its

 directors or stockholders. This authority may be exercised by:

    (a) The trustee in bankruptcy appointed by the court;

    (b) Officers of the corporation designated by the court; or

    (c) Any other representative appointed by the court,

with the same effect as if exercised by the directors and stockholders

 of the corporation.

    2.  By filing a confirmed plan or order of reorganization,

 certified by the bankruptcy court, with the Secretary of State, the

 corporation may:

    (a) Alter, amend or repeal its bylaws;

    (b) Constitute or reconstitute and classify or reclassify its board

 of directors;

    (c) Name, constitute or appoint directors and officers in place of

 or in addition to all or some of the directors or officers then in

 office;

    (d) Amend its articles of incorporation;

    (e) Make any change in its authorized and issued stock;

    (f) Make any other amendment, change, alteration or provision

 authorized by this chapter; and

    (g) Be dissolved, transfer all or part of its assets , or merge or

 consolidate , or make any other change authorized by this chapter.

    3.  In any action taken pursuant to subsections 1 and 2, a

 stockholder has no right to demand payment for his stock.

    4.  Any amendment of the articles of incorporation made

 pursuant to subsection 2 must be signed under penalty of perjury by

 the person authorized by the court and filed with the Secretary of

 State. If the amendment is filed in accordance with the order of

 reorganization, it becomes effective when it is filed unless

 otherwise ordered by the court.

    5.  Any filing with the Secretary of State pursuant to this

 section must be accompanied by the appropriate fee, if any.

    Sec. 20.  NRS 78.730 is hereby amended to read as follows:

    78.730  1.  Any corporation which did exist or is existing

 under the laws of this state may, upon complying with the

 provisions of NRS 78.180, procure a renewal or revival of its

 charter for any period, together with all the rights, franchises,

 privileges and immunities, and subject to all its existing and

 preexisting debts, duties and liabilities secured or imposed by its

 original charter and amendments thereto, or existing charter, by

 filing:

    (a) A certificate with the Secretary of State, which must set

 forth:

        (1) The name of the corporation, which must be the name of

 the corporation at the time of the renewal or revival, or its name at

 the time its original charter expired.


        (2) The name of the person designated as the resident agent

of the corporation, his street address for the service of process, and

 his mailing address if different from his street address.

        (3) The date when the renewal or revival of the charter is to

 commence or be effective, which may be, in cases of a revival,

 before the date of the certificate.

        (4) Whether or not the renewal or revival is to be perpetual,

 and, if not perpetual, the time for which the renewal or revival is to

 continue.

        (5) That the corporation desiring to renew or revive its

 charter is, or has been, organized and carrying on the business

 authorized by its existing or original charter and amendments

 thereto, and desires to renew or continue through revival its

 existence pursuant to and subject to the provisions of this chapter.

    (b) A list of its president, secretary and treasurer , or the

 equivalent thereof, and all of its directors and their [post office box

 or street] addresses, either residence or business.

    2.  A corporation whose charter has not expired and is being

 renewed shall cause the certificate to be signed by its president or

 vice president and secretary or assistant secretary. The certificate

 must be approved by a majority of the voting power of the shares.

    3.  A corporation seeking to revive its original or amended

 charter shall cause the certificate to be signed by a person or

 persons designated or appointed by the stockholders of the

 corporation. The execution and filing of the certificate must be

 approved by the written consent of stockholders of the corporation

 holding at least a majority of the voting power and must contain a

 recital that this consent was secured. If no stock has been issued,

 the certificate must contain a statement of that fact, and a majority

 of the directors then in office may designate the person to sign the

 certificate. The corporation shall pay to the Secretary of State the

 fee required to establish a new corporation pursuant to the

 provisions of this chapter.

    4.  The filed certificate, or a copy thereof which has been

 certified under the hand and seal of the Secretary of State, must be

 received in all courts and places as prima facie evidence of the facts

 therein stated and of the existence and incorporation of the

 corporation therein named.

    Sec. 21.  NRS 78.760 is hereby amended to read as follows:

    78.760  1.  The fee for filing articles of incorporation is

 prescribed in the following schedule:

 

If the amount represented by the total number of

 shares provided for in the articles is:

$75,000 or less........................... [$175] $75

Over $75,000 and not over $200,000[225] 175


Over $200,000 and not over $500,000[325] $275

Over $500,000 and not over $1,000,000[425] 375

Over $1,000,000:

    For the first $1,000,000.......... [425] 375

    For each additional $500,000 or fraction

 thereof.......................................... [225] 275

 

    2.  The maximum fee which may be charged pursuant to this

 section is [$25,000] $35,000 for:

    (a) The original filing of articles of incorporation.

    (b) A subsequent filing of any instrument which authorizes an

 increase in stock.

    3.  For the purposes of computing the filing fees according to

 the schedule in subsection 1, the amount represented by the total

 number of shares provided for in the articles of incorporation is:

    (a) The aggregate par value of the shares, if only shares with a

 par value are therein provided for;

    (b) The product of the number of shares multiplied by $1,

 regardless of any lesser amount prescribed as the value or

 consideration for which shares may be issued and disposed of, if

 only shares without par value are therein provided for; or

    (c) The aggregate par value of the shares with a par value plus

 the product of the number of shares without par value multiplied by

 $1, regardless of any lesser amount prescribed as the value or

 consideration for which the shares without par value may be issued

 and disposed of, if shares with and without par value are therein

 provided for.

For the purposes of this subsection, shares with no prescribed par

 value shall be deemed shares without par value.

    4.  The Secretary of State shall calculate filing fees pursuant to

 this section with respect to shares with a par value of less than one

-tenth of a cent as if the par value were one-tenth of a cent.

    Sec. 22.  NRS 78.765 is hereby amended to read as follows:

    78.765  1.  The fee for filing a certificate changing the number

 of authorized shares pursuant to NRS 78.209 or a certificate of

 amendment to articles of incorporation that increases the

 corporation’s authorized stock or a certificate of correction that

 increases the corporation’s authorized stock is the difference

 between the fee computed at the rates specified in NRS 78.760

 upon the total authorized stock of the corporation, including the

 proposed increase, and the fee computed at the rates specified in

 NRS 78.760 upon the total authorized capital, excluding the

 proposed increase. In no case may the amount be less than [$150.]

 $175.

    2.  The fee for filing a certificate of amendment to articles of

 incorporation that does not increase the corporation’s authorized


stock or a certificate of correction that does not increase the

corporation’s authorized stock is [$150.] $175.

    3.  The fee for filing a certificate or an amended certificate

 pursuant to NRS 78.1955 is [$150.] $175.

    4.  The fee for filing a certificate of termination pursuant to

 NRS [78.1955, 78.209 or] 78.209, 78.380 or 78.390 or a certificate

 of withdrawal pursuant to NRS 78.1955 is [$150.] $175.

    Sec. 23.  NRS 78.767 is hereby amended to read as follows:

    78.767  1.  The fee for filing a certificate of restated articles of

 incorporation that does not increase the corporation’s authorized

 stock is [$150.] $175.

    2.  The fee for filing a certificate of restated articles of

 incorporation that increases the corporation’s authorized stock is

 the difference between the fee computed pursuant to NRS 78.760

 based upon the total authorized stock of the corporation, including

 the proposed increase, and the fee computed pursuant to NRS

 78.760 based upon the total authorized stock of the corporation,

 excluding the proposed increase. In no case may the amount be less

 than [$150.] $175.

    Sec. 24.  NRS 78.780 is hereby amended to read as follows:

    78.780  1.  The fee for filing a certificate of extension of

 corporate existence of any corporation is an amount equal to one

-fourth of the fee computed at the rates specified in NRS 78.760 for

 filing articles of incorporation.

    2.  The fee for filing a certificate of dissolution whether it

 occurs before or after payment of capital and beginning of business

 is [$60.] $75.

    Sec. 25.  NRS 78.785 is hereby amended to read as follows:

    78.785  1.  The fee for filing a certificate of change of location

 of a corporation’s registered office and resident agent, or a new

 designation of resident agent, is [$30.] $60.

    2.  The fee for certifying articles of incorporation where a copy

 is provided is [$20.] $30.

    3.  The fee for certifying a copy of an amendment to articles of

 incorporation, or to a copy of the articles as amended, where a copy

 is furnished, is [$20.] $30.

    4.  The fee for certifying an authorized printed copy of the

 general corporation law as compiled by the Secretary of State is

 [$20.] $30.

    5.  The fee for reserving a corporate name is [$20.] $25.

    6.  The fee for executing a certificate of corporate existence

 which does not list the previous documents relating to the

 corporation, or a certificate of change in a corporate name, is [$40.]

 $50.


    7.  The fee for executing a certificate of corporate existence

which lists the previous documents relating to the corporation is

 [$40.] $50.

    8.  The fee for executing, certifying or filing any certificate or

 document not provided for in NRS 78.760 to 78.785, inclusive, is

 [$40.] $50.

    9.  The fee for copies made at the Office of the Secretary of

 State is [$1] $2 per page.

    10.  The fees for filing articles of incorporation, articles of

 merger, or certificates of amendment increasing the basic surplus of

 a mutual or reciprocal insurer must be computed pursuant to NRS

 78.760, 78.765 and 92A.210, on the basis of the amount of basic

 surplus of the insurer.

    11.  The fee for examining and provisionally approving any

 document at any time before the document is presented for filing is

 [$100.] $125.

    Sec. 26.  NRS 78.795 is hereby amended to read as follows:

    78.795  1.  Any natural person or corporation residing or

 located in this state may [, on or after January 1 of any year but

 before January 31 of that year,] register for that calendar year his

 willingness to serve as the resident agent of a domestic or foreign

 corporation, limited-liability company or limited partnership with

 the Secretary of State. The registration must state the full, legal

 name of the person or corporation willing to serve as the resident

 agent and be accompanied by a fee of [$250] $500 per office

 location of the resident agent.

    2.  The Secretary of State shall maintain a list of those persons

 who are registered pursuant to subsection 1 and make the list

 available to persons seeking to do business in this state.

    3.  The Secretary of State may amend any information

 provided in the list if a person who is included in the list:

    (a) Requests the amendment; and

    (b) Pays a fee of $50.

    4.  The Secretary of State may adopt regulations prescribing

 the content, maintenance and presentation of the list.

    Sec. 27.  Chapter 78A of NRS is hereby amended by adding

 thereto a new section to read as follows:

    1.  Each document 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 document which

 does not comply with subsection 1 or which does not contain all

 the information required by statute for filing the document.

    3.  If the provisions of the form prescribed by the Secretary of

 State conflict with the provisions of any document 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 document in order for the document to be filed; and

    (b) Unless otherwise provided in the document, the provisions

 of the document control in every other situation.

    4.  The Secretary of State may by regulation provide for the

 electronic filing of documents with the Office of the Secretary of

 State.

    Sec. 28.  Chapter 80 of NRS is hereby amended by adding

 thereto the provisions set forth as sections 29 and 30 of this act.

    Sec. 29.  1.  Each document 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 document which

 does not comply with subsection 1 or which does not contain all

 the information required by statute for filing the document.

    3.  If the provisions of the form prescribed by the Secretary of

 State conflict with the provisions of any document 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 document in order for the document to be filed; and

    (b) Unless otherwise provided in the document, the provisions

 of the document control in every other situation.

    4.  The Secretary of State may by regulation provide for the

 electronic filing of documents with the Office of the Secretary of

 State.

    Sec. 30.  1.  Except as otherwise provided in subsection 2, if

 a foreign corporation applies to reinstate its charter but its name

 has been legally reserved or acquired by another artificial person

 formed, organized, registered or qualified pursuant to the

 provisions of this title whose name is on file with the Office of the

 Secretary of State or reserved in the Office of the Secretary of

 State pursuant to the provisions of this title, the foreign

 corporation must in its application for reinstatement submit in

 writing to the Secretary of State some other name under which it

 desires its existence to be reinstated. If that name is

 distinguishable from all other names reserved or otherwise on

 file, the Secretary of State shall reinstate the foreign corporation

 under that new name.

    2.  If the applying foreign corporation submits the written,

 acknowledged consent of the artificial person having a name, or

 the person who has reserved a name, which is not distinguishable

 from the old name of the applying foreign corporation or a new

 name it has submitted, it may be reinstated under that name.


    3.  For the purposes of this section, a proposed name is not

distinguishable from a name on file or reserved solely because one

 or the other contains distinctive lettering, a distinctive mark, a

 trademark or a trade name, or any combination thereof.

    4.  The Secretary of State may adopt regulations that interpret

 the requirements of this section.

    Sec. 31.  NRS 80.005 is hereby amended to read as follows:

    80.005  The Secretary of State may microfilm or image any

 document which is filed in his office by a foreign corporation

 pursuant to this chapter and may return the original document to the

 corporation.

    Sec. 32.  NRS 80.007 is hereby amended to read as follows:

    80.007  1.  A foreign corporation may correct a document filed

 by the Secretary of State if the document contains an incorrect

 statement or was defectively executed, attested, sealed or verified.

    2.  To correct a document, the corporation [shall:] must:

    (a) Prepare a certificate of correction which:

        (1) States the name of the corporation;

        (2) Describes the document, including, without limitation, its

 filing date;

        (3) Specifies the [incorrect statement and the reason it is

 incorrect or the manner in which the execution was defective;

        (4) Corrects the incorrect statement or defective execution;]

 inaccuracy or defect;

        (4) Sets forth the inaccurate or defective portion of the

 document in an accurate or corrected form; and

        (5) Is signed by an officer of the corporation[; and] 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 document it corrects except as to persons relying on the

 uncorrected document and adversely affected by the correction. As

 to those persons, the certificate is effective when filed.

    Sec. 33.  NRS 80.010 is hereby amended to read as follows:

    80.010  1.  Before commencing or doing any business in this

 state, each corporation organized pursuant to the laws of another

 state, territory, the District of Columbia, a possession of the United

 States or a foreign country, that enters this state to do business

 must:

    (a) File in the Office of the Secretary of State of this state:

        (1) A certificate of corporate existence issued not more than

 90 days before the date of filing by an authorized officer of the

 jurisdiction of its incorporation setting forth the filing of documents

 and instruments related to the articles of incorporation, or the

 governmental acts or other instrument or authority by which the


corporation was created. If the certificate is in a language other than

English, a translation, together with the oath of the translator and his

 attestation of its accuracy, must be attached to the certificate.

        (2) A certificate of acceptance of appointment executed by

 its resident agent, who must be a resident or located in this state.

 The certificate must set forth the name of the resident agent, his

 street address for the service of process, and his mailing address if

 different from his street address. The street address of the resident

 agent is the registered office of the corporation in this state.

        (3) A statement executed by an officer of the corporation

 setting forth:

            (I) A general description of the purposes of the

 corporation; and

            (II) The authorized stock of the corporation and the

 number and par value of shares having par value and the number of

 shares having no par value.

    (b) Lodge in the Office of the Secretary of State a copy of the

 document most recently filed by the corporation in the jurisdiction

 of its incorporation setting forth the authorized stock of the

 corporation, the number of par-value shares and their par value, and

 the number of no-par-value shares.

    2.  The Secretary of State shall not file the documents required

 by subsection 1 for any foreign corporation whose name is not

 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, 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.

    3.  For the purposes of this section and NRS 80.012, a

 proposed name is not distinguishable from a name on file or

 reserved solely because one or the other names contains

 distinctive lettering, a distinctive mark, a trademark or trade

 name, or any combination thereof.

    4.  The name of a foreign 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.

    5.  The Secretary of State shall not accept for filing the

 documents required by subsection 1 or NRS 80.110 for any foreign

 corporation if the name of the corporation contains the words

 “engineer,” “engineered,” “engineering,” “professional engineer,”

 “registered engineer” or “licensed engineer” unless the State Board

 of Professional Engineers and Land Surveyors certifies that:


    (a) The principals of the corporation are licensed to practice

engineering pursuant to the laws of this state; or

    (b) The corporation is exempt from the prohibitions of

NRS 625.520.

    [4.] 6. The Secretary of State shall not accept for filing the

 documents required by subsection 1 or NRS 80.110 for any foreign

 corporation if it appears from the documents that the business to be

 carried on by the corporation is subject to supervision by the

 Commissioner of Financial Institutions, unless the Commissioner

 certifies that:

    (a) The corporation has obtained the authority required to do

 business in this state; or

    (b) The corporation is not subject to or is exempt from the

 requirements for obtaining such authority.

    [5.] 7. The Secretary of State shall not accept for filing the

 documents required by subsection 1 or NRS 80.110 for any foreign

 corporation if the name of the corporation contains the [words]

 word “accountant,” “accounting,” “accountancy,” “auditor” or

 “auditing” unless the Nevada State Board of Accountancy certifies

 that the foreign 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 foreign

 corporation is not engaged in the practice of accounting and is not

 offering to practice accounting in this state.

    [6.] 8. The Secretary of State may adopt regulations that

 interpret the requirements of this section.

    Sec. 34.  NRS 80.025 is hereby amended to read as follows:

    80.025  1.  If a foreign corporation cannot qualify to do

 business in this state because its name does not meet the

 requirements of [subsection 2 or 3 of] NRS 80.010, it may apply for

 a certificate to do business by having its board of directors adopt a

 resolution setting forth the name under which the corporation elects

 to do business in this state. The resolution may:

    (a) Add to the existing corporate name a word, abbreviation or

 other distinctive element; or

    (b) Adopt a name different from its existing corporate name that

 is available for use in this state.

    2.  In addition to the documents required by subsection 1 of

 NRS 80.010, the corporation shall file a resolution certifying the

 adoption of the modified name.

    3.  If the Secretary of State determines that the modified

 corporate name complies with the provisions of [subsection 2 or 3]

 of NRS 80.010, he shall issue the certificate in the foreign


corporation’s modified name if the foreign corporation otherwise

qualifies to do business in this state.

    4.  A foreign corporation doing business in this state under a

 modified corporate name approved by the Secretary of State shall

 use the modified name in its dealings and communications with the

 Secretary of State.

    Sec. 35.  NRS 80.050 is hereby amended to read as follows:

    80.050  1.  Except as otherwise provided in subsection 3,

 foreign corporations shall pay the same fees to the Secretary of

 State as are required to be paid by corporations organized pursuant

 to the laws of this state, but the amount of fees to be charged must

 not exceed:

    (a) The sum of [$25,000] $35,000 for filing documents for

 initial qualification; or

    (b) The sum of [$25,000] $35,000 for each subsequent filing of

 a certificate increasing authorized capital stock.

    2.  If the corporate documents required to be filed set forth only

 the total number of shares of stock the corporation is authorized to

 issue without reference to value, the authorized shares shall be

 deemed to be without par value and the filing fee must be computed

 pursuant to paragraph (b) of subsection 3 of NRS 78.760.

    3.  Foreign corporations which are nonprofit corporations and

 which do not have or issue shares of stock shall pay the same fees

 to the Secretary of State as are required to be paid by nonprofit

 corporations organized pursuant to the laws of this state.

    4.  The fee for filing a notice of withdrawal from the State of

 Nevada by a foreign corporation is [$60.] $75.

    Sec. 36.  NRS 80.070 is hereby amended to read as follows:

    80.070  1.  A foreign corporation may change its resident

 agent by filing with the Secretary of State:

    (a) A certificate of change [,] of resident agent, signed by an

 officer of the corporation, setting forth:

        (1) The name of the corporation;

        (2) The name and street address of the present resident agent;

 and

        (3) The name and street address of the new resident agent;

 and

    (b) A certificate of acceptance executed by the new resident

 agent, which must be a part of or attached to the certificate of

 change [. The change authorized by this subsection becomes

 effective upon the filing of the certificate of change.] of resident

 agent.

    2.  If the name of a resident agent is changed as a result of a

 merger, conversion, exchange, sale, reorganization or

 amendment, the resident agent shall:


    (a) File with the Secretary of State a certificate of name

change of resident agent that includes:

        (1) The current name of the resident agent as filed with the

 Secretary of State;

        (2) The new name of the resident agent; and

        (3) The name and file number of each artificial person

 formed, organized, registered or qualified pursuant to the

 provisions of this title that the resident agent represents; and

    (b) Pay to the Secretary of State a filing fee of $100.

    3.  A change authorized by subsection 1 or 2 becomes effective

 upon the filing of the proper certificate of change.

    4.  A [person who has been designated by a foreign corporation

 as] resident agent [may file] who desires to resign shall:

    (a) File with the Secretary of State a signed statement in the

 manner provided pursuant to subsection 1 of NRS 78.097 that he

 is unwilling to continue to act as the resident agent of the

 corporation for the service of process [.

    3.] ; and

    (b) Pay to the Secretary of State the filing fee set forth in

 subsection 1 of NRS 78.097.

A resignation is not effective until the signed statement is filed

 with the Secretary of State.

    5. Upon the filing of the statement of resignation with the

 Secretary of State, the capacity of the resigning person as resident

 agent terminates. If the statement of resignation is not accompanied

 by a statement of the corporation appointing a successor resident

 agent, the resigning resident agent shall give written notice, by

 mail, to the corporation, of the filing of the statement and its effect.

 The notice must be addressed to any officer of the corporation other

 than the resident agent.

    [4.] 6. If a resident agent dies, resigns or moves from the State,

 the corporation, within 30 days thereafter, shall file with the

 Secretary of State a certificate of acceptance executed by the new

 resident agent. The certificate must set forth the name of the new

 resident agent, his street address for the service of process, and his

 mailing address if different from his street address.

    [5.] 7. A corporation that fails to file a certificate of acceptance

 executed by a new resident agent within 30 days after the death,

 resignation or removal of its resident agent shall be deemed in

 default and is subject to the provisions of NRS 80.150 and 80.160.

    Sec. 37.  NRS 80.110 is hereby amended to read as follows:

    80.110  1.  Each foreign corporation doing business in this

 state shall, on or before the [first] last day of the [second] first

 month after the filing of its certificate of corporate existence with

 the Secretary of State, and annually thereafter on or before the last

 day of the month in which the anniversary date of its qualification

 to


do business in this state occurs in each year, file with the Secretary

of State a list, on a form furnished by him, that contains:

    (a) The names and addresses, either residence or business, of

 its president, secretary and treasurer , or [their equivalent,] the

 equivalent thereof, and all of its directors;

    (b) [A designation of its] The name and street address of the

 lawfully designated resident agent of the corporation in this state;

 and

    (c) The signature of an officer of the corporation.

Each list filed pursuant to this subsection must be accompanied by a

 declaration under penalty of perjury that the foreign corporation has

 complied with the provisions of chapter 364A of NRS[.] and

 which acknowledges that pursuant to NRS 239.330, it is a

 category C felony to knowingly offer any false or forged

 instrument for filing with the Office of the Secretary of State.

    2.  Upon filing:

    (a) The initial list required by subsection 1, the corporation shall

 pay to the Secretary of State a fee of [$165.] $125.

    (b) Each annual list required by subsection 1, the corporation

 shall pay to the Secretary of State [a fee of $85.] , if the amount

 represented by the total number of shares provided for in the

 articles is:

 

$75,000 or less..................................... $125

Over $75,000 and not over $200,000.. 175

Over $200,000 and not over $500,000275

Over $500,000 and not over $1,000,000375

Over $1,000,000:

    For the first $1,000,000.................... 375

    For each additional $500,000 or fraction thereof   275

The maximum fee which may be charged pursuant to paragraph

 (b) for filing the annual list is $11,100.

 

    3.  If a director or officer of a corporation resigns and the

 resignation is not made in conjunction with the filing of an

 annual or amended list of directors and officers, the corporation

 shall pay to the Secretary of State a fee of $75 to file the

 resignation of the director or officer.

    4.  The Secretary of State shall, 60 days before the last day for

 filing each annual list required by subsection 1, cause to be mailed

 to each corporation which is required to comply with the provisions

 of NRS 80.110 to 80.170, inclusive, and which has not become

 delinquent, the blank forms to be completed and filed with him.

 Failure of any corporation to receive the forms does not excuse it

 from the penalty imposed by the provisions of NRS 80.110 to

 80.170, inclusive.


    [4.] 5. An annual list for a corporation not in default which is

received by the Secretary of State more than [60] 90 days before its

 due date shall be deemed an amended list for the previous year and

 does not satisfy the requirements of subsection 1 for the year to

 which the due date is applicable.

    Sec. 38.  NRS 80.120 is hereby amended to read as follows:

    80.120  If a corporation has filed the initial or annual list in

 compliance with NRS 80.110 and has paid the appropriate fee for

 the filing, the cancelled check or other proof of payment received

 by the corporation constitutes a certificate authorizing it to transact

 its business within this state until the last day of the month in which

 the anniversary of its qualification to transact business occurs in the

 next succeeding calendar year. [If the corporation desires a formal

 certificate upon its payment of the initial or annual fee, its payment

 must be accompanied by a self-addressed, stamped envelope.]

    Sec. 39.  NRS 80.140 is hereby amended to read as follows:

    80.140  1.  [Every] Each list required to be filed under the

 provisions of NRS 80.110 to 80.170, inclusive, must, after the name

 of each officer and director listed thereon, set forth the [post office

 box or street] address, either residence or business, of each officer

 and director.

    2.  If the addresses are not stated for each person on any list

 offered for filing, the Secretary of State may refuse to file the list,

 and the corporation for which the list has been offered for filing is

 subject to all the provisions of NRS 80.110 to 80.170, inclusive,

 relating to failure to file the list within or at the times therein

 specified, unless a list is subsequently submitted for filing which

 conforms to the provisions of this section.

    Sec. 40.  NRS 80.150 is hereby amended to read as follows:

    80.150  1.  Any corporation which is required to make a filing

 and pay the fee prescribed in NRS 80.110 to 80.170, inclusive, and

 which refuses or neglects to do so within the time provided[,] is in

 default.

    2.  For default there must be added to the amount of the fee a

 penalty of [$50,] $75 and unless the filing is made and the fee and

 penalty are paid on or before the [first day of the ninth month

 following] last day of the month in which the anniversary date of

 incorporation occurs in which filing was required, the defaulting

 corporation by reason of its default forfeits its right to transact any

 business within this state. The fee and penalty must be collected as

 provided in this chapter.

    Sec. 41.  NRS 80.160 is hereby amended to read as follows:

    80.160  1.  The Secretary of State shall notify, by [letter

 addressed] providing written notice to its resident agent, each

 corporation deemed in default pursuant to NRS 80.150. The written

 notice [must be accompanied by] :


    (a) Must include a statement indicating the amount of the filing

fee, penalties incurred and costs remaining unpaid.

    (b) At the request of the resident agent, may be provided

 electronically.

    2.  Immediately after the [first day of the ninth month following

 the month in which filing was required,] last day of the month in

 which the anniversary date of incorporation occurs, the Secretary

 of State shall compile a [full and] complete list containing the

 names of all corporations whose right to [do] transact business has

 been forfeited.

    3.  The Secretary of State shall notify, by [letter addressed]

 providing written notice to its resident agent, each corporation

 specified in subsection 2 of the forfeiture of its right to do business.

 The written notice [must be accompanied by] :

    (a) Must include a statement indicating the amount of the filing

 fee, penalties incurred and costs remaining unpaid.

    (b) At the request of the resident agent, may be provided

 electronically.

    Sec. 42.  NRS 80.170 is hereby amended to read as follows:

    80.170  1.  Except as otherwise provided in subsections 3 and

 4, the Secretary of State shall reinstate a corporation which has

 forfeited or which forfeits its right to transact business under the

 provisions of this chapter and shall restore to the corporation its

 right to transact business in this state, and to exercise its corporate

 privileges and immunities , if it:

    (a) Files with the Secretary of State [a] :

        (1) The list as provided in NRS 80.110 and 80.140;

        (2) The statement required by section 4 of Senate Bill No.

 124 of the 72nd Session of the Nevada Legislature, if applicable;

 and

        (3) A certificate of acceptance of appointment signed by its

 resident agent; and

    (b) Pays to the Secretary of State:

        (1) The filing fee and penalty set forth in NRS 80.110 and

 80.150 for each year or portion thereof that its right to transact

 business was forfeited; [and]

        (2) The fee set forth in section 4 of Senate Bill No. 124 of

 the 72nd Session of the Nevada Legislature, if applicable; and

        (3) A fee of [$200] $300 for reinstatement.

    2.  [If payment is made and] When the Secretary of State

 reinstates the corporation , [to its former rights,] he shall[:

    (a) Immediately issue and deliver to the corporation so

 reinstated a certificate of reinstatement authorizing it to transact

 business in the same manner as if the filing fee had been paid when

 due; and


    (b) Upon demand,] issue to the corporation [one or more

certified copies of the] a certificate of reinstatement [.] if the

 corporation:

    (a) Requests a certificate of reinstatement; and

    (b) Pays the required fees pursuant to subsection 8 of

NRS 78.785.

    3.  The Secretary of State shall not order a reinstatement unless

 all delinquent fees and penalties have been paid[,] and the

 revocation of the right to transact business occurred only by reason

 of failure to pay the fees and penalties.

    4.  If the right of a corporation to transact business in this state

 has been forfeited pursuant to the provisions of [NRS 80.160] this

 chapter and has remained forfeited for a period of 5 consecutive

 years, the right is not subject to reinstatement.

    Sec. 43.  NRS 80.190 is hereby amended to read as follows:

    80.190  1.  Except as otherwise provided in subsection 2, each

 foreign corporation doing business in this state shall, not later than

 the month of March in each year, publish a statement of its last

 calendar year’s business in two numbers or issues of a newspaper

 published in this state [.] that has a total weekly circulation of at

 least 1,000. The statement must include:

    (a) The name of the corporation.

    (b) The name and title of the corporate officer submitting the

 statement.

    (c) The mailing or street address of the corporation’s principal

 office.

    (d) The mailing or street address of the corporation’s office in

 this state, if one exists.

    (e) The total assets and liabilities of the corporation at the end

 of the year.

    2.  If the corporation keeps its records on the basis of a fiscal

 year other than the calendar, the statement required by subsection 1

 must be published not later than the end of the third month

 following the close of each fiscal year.

    3.  A corporation which neglects or refuses to publish a

 statement as required by this section is liable to a penalty of $100

 for each month that the statement remains unpublished.

    4.  Any district attorney in the State or the Attorney General

 may sue to recover the penalty. The first county suing through its

 district attorney shall recover the penalty, and if no suit is brought

 for the penalty by any district attorney, the State may recover

 through the Attorney General.


    Sec. 44.  Chapter 81 of NRS is hereby amended by adding

thereto the provisions set forth as sections 45 and 46 of this act.

    Sec. 45.  1.  Each document 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 document which

 does not comply with subsection 1 or which does not contain all

 of the information required by statute for filing the document.

    3.  If the provisions of the form prescribed by the Secretary of

 State conflict with the provisions of any document 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 document in order for the document to be filed; and

    (b) Unless otherwise provided in the document, the provisions

 of the document control in every other situation.

    4.  The Secretary of State may by regulation provide for the

 electronic filing of documents with the Office of the Secretary of

 State.

    Sec. 46.  1.  A nonprofit cooperative corporation, a

 cooperative association, a charitable organization or any other

 entity formed under the provisions of this chapter may correct a

 document filed by the Secretary of State with respect to the entity

 if the document contains an inaccurate record of an action

 described in the document or was defectively executed, attested,

 sealed, verified or acknowledged.

    2.  To correct a document, the entity must:

    (a) Prepare a certificate of correction which:

        (1) States the name of the entity;

        (2) Describes the document, including, without limitation,

 its filing date;

        (3) Specifies the inaccuracy or defect;

        (4) Sets forth the inaccurate or defective portion of the

 document in an accurate or corrected form; and

        (5) Is signed by an officer of the entity or, if the certificate

 is filed before the first meeting of the board of directors, by an

 incorporator or director.

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

    (c) Pay a filing fee of $25 to the Secretary of State.

    3.  A certificate of correction is effective on the effective date

 of the document it corrects except as to persons relying on the

 uncorrected document and adversely affected by the correction.

 As to those persons, the certificate is effective when filed.


    Sec. 47.  NRS 81.200 is hereby amended to read as follows:

    81.200  1.  [Every] Each association formed under NRS

 81.170 to 81.270, inclusive, shall prepare articles of association in

 writing, setting forth:

    (a) The name of the association.

    (b) The purpose for which it is formed.

    (c) The name of the person designated as the resident agent, the

 street address for service of process, and the mailing address if

 different from the street address.

    (d) The term for which it is to exist, which may be perpetual.

    (e) The [number of the directors thereof, and the] names and

 [residences of those] addresses, either residence or business, of the

 directors selected for the first year.

    (f) The amount which each member is to pay upon admission as

 a fee for membership, and that each member signing the articles has

 actually paid the fee.

    (g) That the interest and right of each member therein is to be

 equal.

    (h) The name and [post office box or street] address, either

 residence or business, of each of the persons executing the articles

 of association.

    2.  The articles of association must be subscribed by the

 original associates or members.

    3.  The articles so subscribed must be filed, together with a

 certificate of acceptance of appointment executed by the resident

 agent for the association, in the Office of the Secretary of State,

 who shall furnish a certified copy thereof. From the time of the

 filing in the Office of the Secretary of State, the association may

 exercise all the powers for which it was formed.

    Sec. 48.  Chapter 82 of NRS is hereby amended by adding

 thereto the provisions set forth as sections 49 to 57, inclusive, of

 this act.

    Sec. 49.  1.  Each document 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 document which

 does not comply with subsection 1 or which does not contain all

 of the information required by statute for filing the document.

    3.  If the provisions of the form prescribed by the Secretary of

 State conflict with the provisions of any document 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 document in order for the document to be filed; and

    (b) Unless otherwise provided in the document, the provisions

 of the document control in every other situation.


    4.  The Secretary of State may by regulation provide for the

electronic filing of documents with the Office of the Secretary of

 State.

    Sec. 50.  1.  A corporation may correct a document filed by

 the Secretary of State with respect to the corporation if the

 document contains an inaccurate record of a corporate action

 described in the document or was defectively executed, attested,

 sealed, verified or acknowledged.

    2.  To correct a document, the corporation must:

    (a) Prepare a certificate of correction which:

        (1) States the name of the corporation;

        (2) Describes the document, including, without limitation,

 its filing date;

        (3) Specifies the inaccuracy or defect;

        (4) Sets forth the inaccurate or defective portion of the

 document in an accurate or corrected form; and

        (5) Is signed by an officer of the corporation or, if the

 certificate is filed before the first meeting of the board of

 directors, by an incorporator or director.

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

    (c) Pay a filing fee of $25 to the Secretary of State.

    3.  A certificate of correction is effective on the effective date

 of the document it corrects except as to persons relying on the

 uncorrected document and adversely affected by the correction.

 As to those persons, the certificate is effective when filed.

    Sec. 51.  1.  Each foreign nonprofit corporation doing

 business in this state shall, on or before the last day of the first

 month after the filing of its application for registration as a

 foreign nonprofit corporation with the Secretary of State, and

 annually thereafter on or before the last day of the month in

 which the anniversary date of its qualification to do business in

 this state occurs in each year, file with the Secretary of State a

 list, on a form furnished by him, that contains:

    (a) The name of the foreign nonprofit corporation;

    (b) The file number of the foreign nonprofit corporation, if

 known;

    (c) The names and titles of the president, the secretary and the

 treasurer, or the equivalent thereof, and all the directors of the

 foreign nonprofit corporation;

    (d) The address, either residence or business, of the president,

 secretary and treasurer, or the equivalent thereof, and each

 director of the foreign nonprofit corporation;

    (e) The name and address of its lawfully designated resident

 agent in this state; and

    (f) The signature of an officer of the foreign nonprofit

 corporation certifying that the list is true, complete and accurate.


    2.  Each list filed pursuant to this section must be

accompanied by a declaration under penalty of perjury that the

 foreign nonprofit corporation:

    (a) Has complied with the provisions of chapter 364A of NRS;

 and

    (b) Acknowledges that pursuant to NRS 239.330, it is a

 category C felony to knowingly offer any false or forged

 instrument for filing with the Office of the Secretary of State.

    3.  Upon filing the initial list and each annual list pursuant to

 this section, the foreign nonprofit corporation must pay to the

 Secretary of State a fee of $25.

    4.  The Secretary of State shall, 60 days before the last day for

 filing each annual list, cause to be mailed to each foreign

 nonprofit corporation which is required to comply with the

 provisions of sections 51 to 57, inclusive, of this act, and which

 has not become delinquent, the blank forms to be completed and

 filed with him. Failure of any foreign nonprofit corporation to

 receive the forms does not excuse it from the penalty imposed by

 the provisions of sections 51 to 57, inclusive, of this act.

    5.  If the list to be filed pursuant to the provisions of

 subsection 1 is defective or the fee required by subsection 3 is not

 paid, the Secretary of State may return the list for correction or

 payment.

    6.  An annual list for a foreign nonprofit corporation not in

 default that is received by the Secretary of State more than 90

 days before its due date shall be deemed an amended list for the

 previous year and does not satisfy the requirements of subsection

 1 for the year to which the due date is applicable.

    Sec. 52.  If a foreign nonprofit corporation has filed the

 initial or annual list in compliance with section 51 of this act and

 has paid the appropriate fee for the filing, the cancelled check or

 other proof of payment received by the foreign nonprofit

 corporation constitutes a certificate authorizing it to transact its

 business within this state until the last day of the month in which

 the anniversary of its qualification to transact business occurs in

 the next succeeding calendar year.

    Sec. 53.  1.  Each list required to be filed under the

 provisions of sections 51 to 57, inclusive, of this act must, after

 the name of each officer listed thereon, set forth the address,

 either residence or business, of each officer.

    2.  If the addresses are not stated for each person on any list

 offered for filing, the Secretary of State may refuse to file the list,

 and the foreign nonprofit corporation for which the list has been

 offered for filing is subject to all the provisions of sections 51 to

 57, inclusive, of this act relating to failure to file the list within or

 at the times therein specified, unless a list is subsequently


submitted for filing which conforms to the provisions of this

section.

    Sec. 54.  1.  Each foreign nonprofit corporation which is

 required to make a filing and pay the fee prescribed in sections 51

 to 57, inclusive, of this act and which refuses or neglects to do so

 within the time provided is in default.

    2.  For default there must be added to the amount of the fee a

 penalty of $50, and unless the filing is made and the fee and

 penalty are paid on or before the last day of the month in which

 the anniversary date of the foreign nonprofit corporation occurs,

 the defaulting foreign nonprofit corporation forfeits its right to

 transact any business within this state. The fee and penalty must

 be collected as provided in this chapter.

    Sec. 55.  1.  The Secretary of State shall notify, by providing

 written notice to its resident agent, each foreign nonprofit

 corporation deemed in default pursuant to section 54 of this act.

 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 resident agent, may be provided

 electronically.

    2.  Immediately after the last day of the month in which the

 anniversary date of incorporation occurs, the Secretary of State

 shall compile a complete list containing the names of all foreign

 nonprofit corporations whose right to transact business has been

 forfeited.

    3.  The Secretary of State shall notify, by providing written

 notice to its resident agent, each foreign nonprofit corporation

 specified in subsection 2 of the forfeiture of its right to transact

 business. 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 resident agent, may be provided

 electronically.

    Sec. 56.  1.  Except as otherwise provided in subsections 3

 and 4, the Secretary of State shall reinstate a foreign nonprofit

 corporation which has forfeited or which forfeits its right to

 transact business pursuant to the provisions of sections 51 to 57,

 inclusive, of this act and restore to the foreign nonprofit

 corporation its right to transact business in this state, and to

 exercise its corporate privileges and immunities, if it:

    (a) Files with the Secretary of State a list as provided in section

 51 of this act; and

    (b) Pays to the Secretary of State:


        (1) The filing fee and penalty set forth in sections 51 and 54

of this act for each year or portion thereof that its right to transact

 business was forfeited; and

        (2) A fee of $100 for reinstatement.

    2.  When the Secretary of State reinstates the foreign

 nonprofit corporation, he shall issue to the foreign nonprofit

 corporation a certificate of reinstatement if the foreign nonprofit

 corporation:

    (a) Requests a certificate of reinstatement; and

    (b) Pays the fees as provided in subsection 8 of NRS 78.785.

    3.  The Secretary of State shall not order a reinstatement

 unless all delinquent fees and penalties have been paid and the

 revocation of the right to transact business occurred only by

 reason of failure to pay the fees and penalties.

    4.  If the right of a foreign nonprofit corporation to transact

 business in this state has been forfeited pursuant to the provisions

 of this chapter and has remained forfeited for a period of 5

 consecutive years, the right to transact business must not be

 reinstated.

    Sec. 57.  1.  Except as otherwise provided in subsection 2, if

 a foreign nonprofit corporation applies to reinstate its charter but

 its name has been legally reserved or acquired by another

 artificial person formed, organized, registered or qualified

 pursuant to the provisions of this title and that name is on file

 with the Office of the Secretary of State or reserved in the Office

 of the Secretary of State pursuant to the provisions of this title,

 the foreign nonprofit corporation must in its application for

 reinstatement submit in writing to the Secretary of State some

 other name under which it desires its existence to be reinstated. If

 that name is distinguishable from all other names reserved or

 otherwise on file, the Secretary of State shall reinstate the foreign

 nonprofit corporation under that new name.

    2.  If the applying foreign nonprofit corporation submits the

 written, acknowledged consent of the artificial person having a

 name, or who has reserved a name, which is not distinguishable

 from the old name of the applying foreign nonprofit corporation

 or a new name it has submitted, it may be reinstated under that

 name.

    3.  For the purposes of this section, a proposed name is not

 distinguishable from a name on file or reserved solely because

 one or the other contains distinctive lettering, a distinctive mark,

 a trademark or a trade name, or any combination thereof.

    4.  The Secretary of State may adopt regulations that interpret

 the requirements of this section.


    Sec. 58.  NRS 82.106 is hereby amended to read as follows:

    82.106  1.  The Secretary of State shall not accept for filing

 pursuant to this chapter any articles of incorporation or any

 certificate of amendment of articles of incorporation of any

 corporation formed or existing pursuant to this chapter if the name

 of the corporation contains the words “trust,” “engineer,”

 “engineered,” “engineering,” “professional engineer” or “licensed

 engineer.”

    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 or existing under this

 chapter when 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.

    3.  The Secretary of State shall not accept for filing pursuant to

 this chapter any articles of incorporation or any certificate of

 amendment of articles of incorporation of any corporation formed

 or existing pursuant to this chapter if the name of the corporation

 contains the [words] word “accountant,” “accounting,”

 “accountancy,” “auditor” or “auditing.”

    4.  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 “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.

    Sec. 59.  NRS 82.193 is hereby amended to read as follows:

    82.193  1.  A corporation shall have a resident agent in the

 manner provided in NRS 78.090, 78.095, 78.097 and 78.110. The

 resident agent and the corporation shall comply with the provisions

 of those sections.

    2.  Upon notification from the Administrator of the Real

 Estate Division of the Department of Business and Industry that a

 corporation which is a unit-owners’ association as defined in

 NRS 116.110315 has failed to register pursuant to NRS

 116.31158 or failed to pay the fees pursuant to NRS 116.31155,

 the Secretary of State shall deem the corporation to be in default.

 If, after the


corporation is deemed to be in default, the Administrator notifies

the Secretary of State that the corporation has registered pursuant

 to NRS 116.31158 and paid the fees pursuant to NRS 116.31155,

 the Secretary of State shall reinstate the corporation if the

 corporation complies with the requirements for reinstatement as

 provided in this section and NRS 78.180 and 78.185.

    3.  A corporation is subject to the provisions of NRS 78.150 to

 78.185, inclusive, except that:

    (a) The fee for filing a list is [$15;] $25;

    (b) The penalty added for default is [$5;] $50; and

    (c) The fee for reinstatement is [$25.] $100.

    Sec. 60.  NRS 82.356 is hereby amended to read as follows:

    82.356  1.  [Every] Each amendment adopted pursuant to the

 provisions of NRS 82.351 must be made in the following manner:

    (a) The board of directors must adopt a resolution setting forth

 the amendment proposed, approve it and, if the corporation has

 members entitled to vote on an amendment to the articles, call a

 meeting, either annual or special, of the members. The amendment

 must also be approved by [every] each public official or other

 person whose approval of an amendment of articles is required by

 the articles.

    (b) At the meeting of members, of which notice must be given

 to each member entitled to vote pursuant to the provisions of this

 section, a vote of the members entitled to vote in person or by

 proxy must be taken for and against the proposed amendment. A

 majority of a quorum of the voting power of the members or such

 greater proportion of the voting power of members as may be

 required in the case of a vote by classes, as provided in subsection

 3, or as may be required by the articles, must vote in favor of the

 amendment.

    (c) Upon approval of the amendment by the directors, or if the

 corporation has members entitled to vote on an amendment to the

 articles, by both the directors and those members, and such other

 persons or public officers, if any, as are required to do so by the

 articles, [the chairman of the board or the president or vice

 president, and the secretary or assistant secretary,] an officer of the

 corporation must execute a certificate setting forth the amendment,

 or setting forth the articles as amended, that the public officers or

 other persons, if any, required by the articles have approved the

 amendment, and the vote of the members and directors by which

 the amendment was adopted.

    (d) The certificate so executed must be filed in the Office of the

 Secretary of State.

    2.  Upon filing the certificate, the articles of incorporation are

 amended accordingly.

    3.  If any proposed amendment would alter or change any

 preference or any relative or other right given to any class of


members, then the amendment must be approved by the vote, in

addition to the affirmative vote otherwise required, of the holders of

 a majority of a quorum of the voting power of each class of

 members affected by the amendment regardless of limitations or

 restrictions on their voting power.

    4.  In the case of any specified amendments, the articles may

 require a larger vote of members than that required by this section.

    Sec. 61.  NRS 82.451 is hereby amended to read as follows:

    82.451  1.  A corporation may be dissolved and its affairs

 wound up voluntarily if the board of directors adopts a resolution to

 that effect and calls a meeting of the members entitled to vote to

 take action upon the resolution. The resolution must also be

 approved by any person or superior organization whose approval is

 required by a provision of the articles authorized by NRS 82.091.

 The meeting of the members must be held with due notice. If at the

 meeting the members entitled to exercise a majority of all the

 voting power consent by resolution to the dissolution, a certificate

 signed by an officer of the corporation setting forth that the

 dissolution has been approved in compliance with this section,

 together with a list of the names and [residences] addresses, either

 residence or business, of the [directors and officers, executed by

 the chairman of the board, president or vice president, and the

 secretary or an assistant secretary,] president, the secretary and the

 treasurer, or the equivalent thereof, and all the directors of the

 corporation, must be filed in the Office of the Secretary of State.

    2.  If a corporation has no members entitled to vote upon a

 resolution calling for the dissolution of the corporation, the

 corporation may be dissolved and its affairs wound up voluntarily

 by the board of directors if it adopts a resolution to that effect. The

 resolution must also be approved by any person or superior

 organization whose approval is required by a provision of the

 articles authorized by NRS 82.091. A certificate setting forth that

 the dissolution has been approved in compliance with this section

 and a list of the officers and directors, [executed] signed as

 provided in subsection 1, must be filed in the Office of the

 Secretary of State.

    3.  Upon the dissolution of any corporation under the provisions

 of this section or upon the expiration of its period of corporate

 existence, the directors are the trustees of the corporation in

 liquidation and in winding up the affairs of the corporation. The act

 of a majority of the directors as trustees remaining in office is the

 act of the directors as trustees.

    Sec. 62.  NRS 82.526 is hereby amended to read as follows:

    82.526  The Secretary of State may microfilm or image any

 document which is filed in his office by a corporation pursuant to

 this chapter and may return the original document to the

 corporation.


    Sec. 63.  NRS 82.531 is hereby amended to read as follows:

    82.531  1.  The fee for filing articles of incorporation,

 amendments to or restatements of articles of incorporation,

 certificates pursuant to NRS 82.061 and 82.063 and documents for

 dissolution is [$25] $50 for each document.

    2.  Except as otherwise provided in NRS 82.193 and subsection

 1, the fees for filing documents are those set forth in NRS 78.765 to

 78.785, inclusive.

    Sec. 64.  NRS 82.546 is hereby amended to read as follows:

    82.546  1.  Any corporation which did exist or is existing

 pursuant to the laws of this state may, upon complying with the

 provisions of NRS 78.150 and 82.193, procure a renewal or revival

 of its charter for any period, together with all the rights, franchises,

 privileges and immunities, and subject to all its existing and

 preexisting debts, duties and liabilities secured or imposed by its

 original charter and amendments thereto, or its existing charter, by

 filing:

    (a) A certificate with the Secretary of State, which must set

 forth:

        (1) The name of the corporation, which must be the name of

 the corporation at the time of the renewal or revival, or its name at

 the time its original charter expired.

        (2) The name and street address of the lawfully designated

 resident agent of the filing corporation, and his mailing address if

 different from his street address.

        (3) The date when the renewal or revival of the charter is to

 commence or be effective, which may be, in cases of a revival,

 before the date of the certificate.

        (4) Whether or not the renewal or revival is to be perpetual,

 and, if not perpetual, the time for which the renewal or revival is to

 continue.

        (5) That the corporation desiring to renew or revive its

 charter is, or has been, organized and carrying on the business

 authorized by its existing or original charter and amendments

 thereto, and desires to renew or continue through revival its

 existence pursuant to and subject to the provisions of this chapter.

    (b) A list of its president, secretary and treasurer and all of its

 directors and their post office box and street addresses, either

 residence or business.

    2.  A corporation whose charter has not expired and is being

 renewed shall cause the certificate to be signed by its president or

 vice president and secretary or assistant secretary. The certificate

 must be approved by a majority of the last-appointed surviving

 directors.

    3.  A corporation seeking to revive its original or amended

 charter shall cause the certificate to be signed by its president or


vice president and secretary or assistant secretary. The execution

and filing of the certificate must be approved unanimously by the

 last-appointed surviving directors of the corporation and must

 contain a recital that unanimous consent was secured. The

 corporation shall pay to the Secretary of State the fee required to

 establish a new corporation pursuant to the provisions of this

 chapter.

    4.  The filed certificate, or a copy thereof which has been

 certified under the hand and seal of the Secretary of State, must be

 received in all courts and places as prima facie evidence of the facts

 therein stated and of the existence and incorporation of the

 corporation named therein.

    Sec. 65.  Chapter 84 of NRS is hereby amended by adding

 thereto the provisions set forth as sections 66 and 67 of this act.

    Sec. 66.  1.  Each document 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 document which

 does not comply with subsection 1 or which does not contain all

 the information required by statute for filing the document.

    3.  If the provisions of the form prescribed by the Secretary of

 State conflict with the provisions of any document 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 document in order for the document to be filed; and

    (b) Unless otherwise provided in the document, the provisions

 of the document control in every other situation.

    4.  The Secretary of State may by regulation provide for the

 electronic filing of documents with the Office of the Secretary of

 State.

    Sec. 67.  1.  A corporation sole may correct a document filed

 by the Secretary of State with respect to the corporation sole if the

 document contains an inaccurate record of an action of the

 corporation sole described in the document or was defectively

 executed, attested, sealed, verified or acknowledged.

    2.  To correct a document, the corporation sole must:

    (a) Prepare a certificate of correction which:

        (1) States the name of the corporation sole;

        (2) Describes the document, including, without limitation,

 its filing date;

        (3) Specifies the inaccuracy or defect;

        (4) Sets forth the inaccurate or defective portion of the

 document in an accurate or corrected form; and

        (5) Is signed by an archbishop, bishop, president, trustee in

 trust, president of stake, president of congregation, overseer,


presiding elder, district superintendent or other presiding officer

or clergyman of a church, religious society or denomination, who

 has been chosen, elected or appointed in conformity with the

 constitution, canons, rites, regulations or discipline of the church,

 religious society or denomination, and in whom is vested the legal

 title to the property held for the purpose, use or benefit of the

 church or religious society or denomination.

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

    (c) Pay a filing fee of $25 to the Secretary of State.

    3.  A certificate of correction is effective on the effective date

 of the document it corrects except as to persons relying on the

 uncorrected document and adversely affected by the correction.

 As to those persons, the certificate is effective when filed.

    Sec. 68.  NRS 84.090 is hereby amended to read as follows:

    84.090  1.  The fee for filing articles of incorporation,

 amendments to or restatements of articles of incorporation [,

 certificates of reinstatement] and documents for dissolution is [$25]

 $50 for each document.

    2.  Except as otherwise provided in this chapter, the fees set

 forth in NRS 78.785 apply to this chapter.

    Sec. 69.  NRS 84.110 is hereby amended to read as follows:

    84.110  1.  Every corporation sole must have a resident agent

 in the manner provided in NRS 78.090 and 78.095, subsections 1 to

 4, inclusive, of NRS 78.097 and NRS 78.110. The resident agent

 shall comply with the provisions of those sections.

    2.  A corporation sole that fails to file a certificate of acceptance

 executed by the new resident agent within 30 days after the death,

 resignation or removal of its former resident agent shall be deemed

 in default and is subject to the provisions of NRS 84.130 and

 84.140.

    3.  [No] A corporation sole [may be required to file an annual

 list of officers, directors and designation of resident agent.] is

 subject to the provisions of NRS 78.150 to 78.185, inclusive,

 except that:

    (a) The fee for filing a list is $25;

    (b) The penalty added for default is $50; and

    (c) The fee for reinstatement is $100.

    Sec. 70.  NRS 84.120 is hereby amended to read as follows:

    84.120  1.  A resident agent who wishes to resign shall [file] :

    (a) File with the Secretary of State a signed statement [for each

 corporation sole] in the manner provided pursuant to subsection 1

 of NRS 78.097 that he is unwilling to continue to act as the resident

 agent of the corporation for the service of process [.] ; and

    (b) Pay to the Secretary of State the filing fee set forth in

 subsection 1 of NRS 78.097.


A resignation is not effective until the signed statement is filed with

the Secretary of State.

    2.  The statement of resignation may contain a statement of the

 affected corporation sole appointing a successor resident agent for

 that corporation. A certificate of acceptance executed by the new

 resident agent, stating the full name, complete street address and, if

 different from the street address, mailing address of the new

 resident agent, must accompany the statement appointing a

 successor resident agent.

    3.  Upon the filing of the statement of resignation with the

 Secretary of State, the capacity of the resigning person as resident

 agent terminates. If the statement of resignation contains no

 statement by the corporation sole appointing a successor resident

 agent, the resigning resident agent shall immediately give written

 notice, by mail, to the corporation of the filing of the statement and

 its effect. The notice must be addressed to the person in whom is

 vested the legal title to property specified in NRS 84.020.

    4.  If a resident agent dies, resigns or removes from the State,

 the corporation sole, within 30 days thereafter, shall file with the

 Secretary of State a certificate of acceptance executed by the new

 resident agent. The certificate must set forth the full name and

 complete street address of the new resident agent for the service of

 process, and may have a separate mailing address, such as a post

 office box, which may be different from the street address.

    5.  A corporation sole that fails to file a certificate of acceptance

 executed by the new resident agent within 30 days after the death,

 resignation or removal of its former resident agent shall be deemed

 in default and is subject to the provisions of NRS 84.130 and

 84.140.

    Sec. 71.  NRS 84.140 is hereby amended to read as follows:

    84.140  1.  The Secretary of State shall notify, by [letter

 addressed] providing written notice to its resident agent, each

 corporation sole deemed in default pursuant to the provisions of this

 chapter. The notice [must be accompanied by] :

    (a) Must include a statement indicating the amount of the filing

 fee, penalties incurred and costs remaining unpaid.

    (b) At the request of the resident agent, may be provided

 electronically.

    2.  On the first day of the [ninth] first anniversary of the month

 following the month in which the filing was required, the charter of

 the corporation sole 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 sole whose right to [do]

 transact business has been forfeited.


    4.  The Secretary of State shall forthwith notify, by [letter

addressed] providing written notice to its resident agent, each [such]

 corporation specified in subsection 3 of the forfeiture of its charter.

 The written notice [must be accompanied by] :

    (a) Must include a statement indicating the amount of the filing

 fee, penalties incurred and costs remaining unpaid.

    (b) At the request of the resident agent, may be provided

 electronically.

    Sec. 72.  Chapter 86 of NRS is hereby amended by adding

 thereto the provisions set forth assections 73 to 82, inclusive, of

 this act.

    Sec. 73.  1.  At the time of submitting any list required

 pursuant to NRS 86.263, a limited-liability company that meets

 the criteria set forth in subsection 2 must submit:

    (a) The statement required pursuant to subsection 3,

 accompanied by a declaration under penalty of perjury attesting

 that the statement does not contain any material

 misrepresentation of fact; and

    (b) A fee of $100,000, to be distributed in the manner provided

 pursuant to subsection 4.

    2.  A limited-liability company must submit a statement

 pursuant to this section if the limited-liability company, including

 its parent and all subsidiaries:

    (a) Holds 25 percent or more of the share of the market within

 this state for any product sold or distributed by the limited-liability

 company within this state; and

    (b) Has had, during the previous 5-year period, a total of five

 or more investigations commenced against the limited-liability

 company, its parent or its subsidiaries in any jurisdiction within

 the United States, including all state and federal investigations:

        (1) Which concern any alleged contract, combination or

 conspiracy in restraint of trade, as described in subsection 1 of

 NRS 598A.060, or which concern similar activities prohibited by a

 substantially similar law of another jurisdiction; and

        (2) Which resulted in the limited-liability company being

 fined or otherwise penalized or which resulted in the limited

-liability company being required to divest any holdings or being

 unable to acquire any holdings as a condition for the settlement,

 dismissal or resolution of those investigations.

    3.  A limited-liability company that meets the criteria set forth

 in subsection 2 shall submit a statement which includes the

 following information with respect to each investigation:

    (a) The jurisdiction in which the investigation was commenced.

    (b) A summary of the nature of the investigation and the facts

 and circumstances surrounding the investigation.


    (c) If the investigation resulted in criminal or civil litigation, a

copy of all pleadings filed in the investigation by any party to the

 litigation.

    (d) A summary of the outcome of the investigation, including

 specific information concerning whether any fine or penalty was

 imposed against the limited-liability company and whether the

 limited-liability company was required to divest any holdings or

 was unable to acquire any holdings as a condition for the

 settlement, dismissal or resolution of the investigation.

    4.  The fee collected pursuant to subsection 1 must be

 deposited in the Attorney General’s Administration Budget

 Account and used solely for the purpose of investigating any

 alleged contract, combination or conspiracy in restraint of trade,

 as described in subsection 1 of NRS 598A.060.

    Sec. 74.  1.  Each document 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 document which

 does not comply with subsection 1 or which does not contain all

 of the information required by statute for filing the document.

    3.  If the provisions of the form prescribed by the Secretary of

 State conflict with the provisions of any document 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 document in order for the document to be filed; and

    (b) Unless otherwise provided in the document, the provisions

 of the document control in every other situation.

    4.  The Secretary of State may by regulation provide for the

 electronic filing of documents with the Office of the Secretary of

 State.

    Sec. 75.  1.  Each foreign limited-liability company doing

 business in this state shall, on or before the last day of the first

 month after the filing of its application for registration as a

 foreign limited-liability company with the Secretary of State, and

 annually thereafter on or before the last day of the month in

 which the anniversary date of its qualification to do business in

 this state occurs in each year, file with the Secretary of State a list

 on a form furnished by him that contains:

    (a) The name of the foreign limited-liability company;

    (b) The file number of the foreign limited-liability company, if

 known;

    (c) The names and titles of all its managers or, if there is no

 manager, all its managing members;

    (d) The address, either residence or business, of each manager

 or managing member listed pursuant to paragraph (c);


    (e) The name and address of its lawfully designated resident

agent in this state; and

    (f) The signature of a manager or managing member of the

 foreign limited-liability company certifying that the list is true,

 complete and accurate.

    2.  Each list filed pursuant to this section must be

 accompanied by a declaration under penalty of perjury that the

 foreign limited-liability company:

    (a) Has complied with the provisions of chapter 364A of NRS;

 and

    (b) Acknowledges that pursuant to NRS 239.330, it is a

 category C felony to knowingly offer any false or forged

 instrument for filing with the Office of the Secretary of State.

    3.  Upon filing:

    (a) The initial list required by this section, the foreign limited

-liability company shall pay to the Secretary of State a fee of $125.

    (b) Each annual list required by this section, the foreign

 limited-liability company shall pay to the Secretary of State a fee

 of $125.

    4.  If a manager or managing member of a foreign limited

-liability company resigns and the resignation is not made in

 conjunction with the filing of an annual or amended list of

 managers and managing members, the foreign limited-liability

 company shall pay to the Secretary of State a fee of $75 to file the

 resignation of the manager or managing member.

    5.  The Secretary of State shall, 60 days before the last day for

 filing each annual list required by this section, cause to be mailed

 to each foreign limited-liability company which is required to

 comply with the provisions of sections 75 to 82, inclusive, of this

 act, and which has not become delinquent, the blank forms to be

 completed and filed with him. Failure of any foreign limited

-liability company to receive the forms does not excuse it from the

 penalty imposed by the provisions of sections 75 to 82, inclusive,

 of this act.

    6.  If the list to be filed pursuant to the provisions of

 subsection 1 is defective or the fee required by subsection 3 is not

 paid, the Secretary of State may return the list for correction or

 payment.

    7.  An annual list for a foreign limited-liability company not

 in default which is received by the Secretary of State more than

 90 days before its due date must be deemed an amended list for

 the previous year and does not satisfy the requirements of this

 section for the year to which the due date is applicable.

    Sec. 76.  1.  At the time of submitting any list required

 pursuant to section 75 of this act, a foreign limited-liability


company that meets the criteria set forth in subsection 2 must

submit:

    (a) The statement required pursuant to subsection 3,

 accompanied by a declaration under penalty of perjury attesting

 that the statement does not contain any material

 misrepresentation of fact; and

    (b) A fee of $100,000, to be distributed in the manner provided

 pursuant to subsection 4.

    2.  A foreign limited-liability company must submit a

 statement pursuant to this section if the foreign limited-liability

 company, including its parent and all subsidiaries:

    (a) Holds 25 percent or more of the share of the market within

 this state for any product sold or distributed by the foreign

 limited-liability company within this state; and

    (b) Has had, during the previous 5-year period, a total of five

 or more investigations commenced against the foreign limited

-liability company, its parent or its subsidiaries in any jurisdiction

 within the United States, including all state and federal

 investigations:

        (1) Which concern any alleged contract, combination or

 conspiracy in restraint of trade, as described in subsection 1 of

 NRS 598A.060, or which concern similar activities prohibited by a

 substantially similar law of another jurisdiction; and

        (2) Which resulted in the foreign limited-liability company

 being fined or otherwise penalized or which resulted in the

 foreign limited-liability company being required to divest any

 holdings or being unable to acquire any holdings as a condition

 for the settlement, dismissal or resolution of those investigations.

    3.  A foreign limited-liability company that meets the criteria

 set forth in subsection 2 shall submit a statement which includes

 the following information with respect to each investigation:

    (a) The jurisdiction in which the investigation was commenced.

    (b) A summary of the nature of the investigation and the facts

 and circumstances surrounding the investigation.

    (c) If the investigation resulted in criminal or civil litigation, a

 copy of all pleadings filed in the investigation by any party to the

 litigation.

    (d) A summary of the outcome of the investigation, including

 specific information concerning whether any fine or penalty was

 imposed against the foreign limited-liability company and

 whether the foreign limited-liability company was required to

 divest any holdings or was unable to acquire any holdings as a

 condition for the settlement, dismissal or resolution of the

 investigation.

    4.  The fee collected pursuant to subsection 1 must be

 deposited in the Attorney General’s Administration Budget

 Account and used solely for the purpose of investigating any


alleged contract, combination or conspiracy in restraint of trade,

as described in subsection 1 of NRS 598A.060.

    Sec. 77.  If a foreign limited-liability company has filed the

 initial or annual list in compliance with section 75 of this act and

 has paid the appropriate fee for the filing, the cancelled check or

 other proof of payment received by the foreign limited-liability

 company constitutes a certificate authorizing it to transact its

 business within this state until the last day of the month in which

 the anniversary of its qualification to transact business occurs in

 the next succeeding calendar year.

    Sec. 78.  1.  Each list required to be filed under the

 provisions of sections 75 to 82, inclusive, of this act must, after

 the name of each manager or, if there is no manager, each of its

 managing members listed thereon, set forth the address, either

 residence or business, of each manager or managing member.

    2.  If the addresses are not stated for each person on any list

 offered for filing, the Secretary of State may refuse to file the list,

 and the foreign limited-liability company for which the list has

 been offered for filing is subject to all the provisions of sections

 75 to 82, inclusive, of this act relating to failure to file the list

 within or at the times therein specified, unless a list is

 subsequently submitted for filing which conforms to the

 provisions of this section.

    Sec. 79.  1.  Each foreign limited-liability company which is

 required to make a filing and pay the fee prescribed in sections 75

 to 82, inclusive, of this act and which refuses or neglects to do so

 within the time provided is in default.

    2.  For default there must be added to the amount of the fee a

 penalty of $75, and unless the filing is made and the fee and

 penalty are paid on or before the last day of the month in which

 the anniversary date of the foreign limited-liability company

 occurs, the defaulting foreign limited-liability company by reason

 of its default forfeits its right to transact any business within this

 state. The fee and penalty must be collected as provided in this

 chapter.

    Sec. 80.  1.  The Secretary of State shall notify, by providing

 written notice to its resident agent, each foreign limited-liability

 company deemed in default pursuant to section 79 of this act. 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 resident agent, may be provided

 electronically.

    2.  Immediately after the last day of the month in which the

 anniversary date of its organization occurs, the Secretary of State

 shall compile a complete list containing the names of all foreign


limited-liability companies whose right to transact business has

been forfeited.

    3.  The Secretary of State shall notify, by providing written

 notice to its resident agent, each foreign limited-liability company

 specified in subsection 2 of the forfeiture of its right to transact

 business. 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 resident agent, may be provided

 electronically.

    Sec. 81.  1.  Except as otherwise provided in subsections 3

 and 4, the Secretary of State shall reinstate a foreign limited

-liability company which has forfeited or which forfeits its right to

 transact business under the provisions of this chapter and shall

 restore to the foreign limited-liability company its right to transact

 business in this state, and to exercise its privileges and

 immunities, if it:

    (a) Files with the Secretary of State:

        (1) The list required by section 75 of this act;

        (2) The statement required by section 76 of this act, if

 applicable; and

        (3) A certificate of acceptance of appointment signed by its

 resident agent; and

    (b) Pays to the Secretary of State:

        (1) The filing fee and penalty set forth in sections 75 and 79

 of this act for each year or portion thereof that its right to transact

 business was forfeited;

        (2) The fee set forth in section 76 of this act, if applicable;

 and

        (3) A fee of $300 for reinstatement.

    2.  When the Secretary of State reinstates the foreign limited

-liability company, he shall issue to the foreign limited-liability

 company a certificate of reinstatement if the foreign limited

-liability company:

    (a) Requests a certificate of reinstatement; and

    (b) Pays the required fees pursuant to NRS 86.561.

    3.  The Secretary of State shall not order a reinstatement

 unless all delinquent fees and penalties have been paid and the

 revocation of the right to transact business occurred only by

 reason of failure to pay the fees and penalties.

    4.  If the right of a foreign limited-liability company to

 transact business in this state has been forfeited pursuant to the

 provisions of this chapter and has remained forfeited for a period

 of 5 consecutive years, the right must not be reinstated.

    Sec. 82.  1.  Except as otherwise provided in subsection 2, if

 a foreign limited-liability company applies to reinstate its


registration but its name has been legally reserved or acquired by

another artificial person formed, organized, registered or qualified

 pursuant to the provisions of this title whose name is on file with

 the Office of the Secretary of State or reserved in the Office of the

 Secretary of State pursuant to the provisions of this title, the

 foreign limited-liability company must in its application for

 reinstatement submit in writing to the Secretary of State some

 other name under which it desires its existence to be reinstated. If

 that name is distinguishable from all other names reserved or

 otherwise on file, the Secretary of State shall reinstate the foreign

 limited-liability company under that new name.

    2.  If the applying foreign limited-liability company submits

 the written, acknowledged consent of the artificial person having

 a name, or the person who has reserved a name, which is not

 distinguishable from the old name of the applying foreign limited

-liability company or a new name it has submitted, it may be

 reinstated under that name.

    3.  For the purposes of this section, a proposed name is not

 distinguishable from a name on file or reserved solely because

 one or the other contains distinctive lettering, a distinctive mark,

 a trademark or a trade name, or any combination thereof.

    4.  The Secretary of State may adopt regulations that interpret

 the requirements of this section.

    Sec. 83.  NRS 86.161 is hereby amended to read as follows:

    86.161  1.  The articles of organization must set forth:

    (a) The name of the limited-liability company;

    (b) The name and complete street address of its resident agent,

 and the mailing address of the resident agent if different from the

 street address;

    (c) The name and [post office or street] address, either residence

 or business, of each of the organizers executing the articles; and

    (d) If the company is to be managed by:

        (1) One or more managers, the name and [post office or

 street] address, either residence or business, of each manager; or

        (2) The members, the name and [post office or street]

 address, either residence or business, of each member.

    2.  The articles may set forth any other provision, not

 inconsistent with law, which the members elect to set out in the

 articles of organization for the regulation of the internal affairs of

 the company, including any provisions which under this chapter are

 required or permitted to be set out in the operating agreement of the

 company.

    3.  It is not necessary to set out in the articles of organization:

    (a) The rights, if any, of the members to contract debts on behalf

 of the limited-liability company; or

    (b) Any of the powers enumerated in this chapter.


    Sec. 84.  NRS 86.171 is hereby amended to read as follows:

    86.171  1.  The name of a limited-liability company formed

 under the provisions of this chapter must contain the words

 “Limited-Liability Company,” “Limited Company,” or “Limited”

 or the abbreviations “Ltd.,” “L.L.C.,” “L.C.,” “LLC” or “LC.” The

 word “Company” may be abbreviated as “Co.”

    2.  The name proposed for a limited-liability company 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 organization to the organizer,

 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 organization.

    3.  For the purposes of this section and NRS 86.176, 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.] thereof.

    4.  The name of a limited-liability company 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.

    5.  The Secretary of State shall not accept for filing any articles

 of organization for any limited-liability company if the name of the

 limited-liability company contains the [words] word “accountant,”

 “accounting,” “accountancy,” “auditor” or “auditing” unless the

 Nevada State Board of Accountancy certifies that the limited

-liability company:

    (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 limited

-liability company 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 organization or certificate of amendment of articles of

 organization of any limited-liability company formed or existing

 pursuant to the laws of this state which provides that the name of

 the limited-liability company contains the word “bank” or “trust”

 unless:

    (a) It appears from the articles of organization or the

 certificate of amendment that the limited-liability company


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 of organization or certificate of amendment is

 first approved by the Commissioner of Financial Institutions.

    7.  The Secretary of State shall not accept for filing any

 articles of organization or certificate of amendment of articles of

 organization of any limited-liability company formed or existing

 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 limited-liability company 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 foreign limited-liability

 company.

    8.  Except as otherwise provided in subsection 7, the Secretary

 of State shall not accept for filing any articles of organization or

 certificate of amendment of articles of organization of any

 limited-liability company formed or existing pursuant to the laws

 of this state which provides that the name of the limited-liability

 company 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 limited-liability

 company 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 limited-liability company is exempt

 from the prohibitions of NRS 625.520.

    9.  The Secretary of State may adopt regulations that interpret

 the requirements of this section.

    Sec. 85.  NRS 86.221 is hereby amended to read as follows:

    86.221  1.  The articles of organization of a limited-liability

 company may be amended for any purpose, not inconsistent with

 law, as determined by all of the members or permitted by the

 articles or an operating agreement.

    2.  An amendment must be made in the form of a certificate

 setting forth:

    (a) The name of the limited-liability company;

    (b) Whether the limited-liability company is managed by [one or

 more] managers or members; and

    (c) The amendment to the articles of organization.

    3.  The certificate of amendment must be signed by a manager

 of the company or, if management is not vested in a manager, by a

 member.


    4.  Restated articles of organization may be executed and filed

in the same manner as a certificate of amendment. If the certificate

 alters or amends the articles in any manner, it must be accompanied

 by:

    (a) A resolution; or

    (b) A form prescribed by the Secretary of State,

setting forth which provisions of the articles of organization on file

 with the Secretary of State are being altered or amended.

    Sec. 86.  NRS 86.226 is hereby amended to read as follows:

    86.226  1.  A signed certificate of amendment, or a certified

 copy of a judicial decree of amendment, must be filed with the

 Secretary of State. A person who executes a certificate as an agent,

 officer or fiduciary of the limited-liability company need not

 exhibit evidence of his authority as a prerequisite to filing. Unless

 the Secretary of State finds that a certificate does not conform to

 law, upon his receipt of all required filing fees he shall file the

 certificate.

    2.  A certificate of amendment or judicial decree of amendment

 is effective upon filing with the Secretary of State or upon a later

 date specified in the certificate or judicial decree, which must not

 be more than 90 days after the certificate or judicial decree is filed.

    3.  If a certificate specifies an effective date and if the

 resolution of the members approving the proposed amendment

 provides that one or more managers or, if management is not vested

 in a manager, one or more members may abandon the proposed

 amendment, then those managers or members may terminate the

 effectiveness of the certificate by filing a certificate of termination

 with the Secretary of State that:

    (a) Is filed before the effective date specified in the certificate or

 judicial decree filed pursuant to subsection 1;

    (b) Identifies the certificate being terminated;

    (c) States that, pursuant to the resolution of the members, the

 manager of the company or, if management is not vested in a

 manager, a designated member is authorized to terminate the

 effectiveness of the certificate;

    (d) States that the effectiveness of the certificate has been

 terminated;

    (e) Is signed by a manager of the company or, if management is

 not vested in a manager, a designated member; and

    (f) Is accompanied by a filing fee of [$150.] $175.

    Sec. 87.  NRS 86.235 is hereby amended to read as follows:

    86.235  1.  If a limited-liability company formed pursuant to

 this chapter desires to change its resident agent, the change may be

 effected by filing with the Secretary of State a certificate of change

 of resident agent signed by a manager of the company or, if

 management is not vested in a manager, by a member, that sets

 forth:


    (a) The name of the limited-liability company;

    (b) The name and street address of its present resident agent; and

    (c) The name and street address of the new resident agent.

    2.  The new resident agent’s certificate of acceptance must be a

 part of or attached to the certificate of change [.

    3.  The] of resident agent.

    3.  If the name of a resident agent is changed as a result of a

 merger, conversion, exchange, sale, reorganization or

 amendment, the resident agent shall:

    (a) File with the Secretary of State a certificate of name

 change of resident agent that includes:

        (1) The current name of the resident agent as filed with the

 Secretary of State;

        (2) The new name of the resident agent; and

        (3) The name and file number of each artificial person

 formed, organized, registered or qualified pursuant to the

 provisions of this title that the resident agent represents; and

    (b) Pay to the Secretary of State a filing fee of $100.

    4.  A change authorized by this section becomes effective upon

 the filing of the proper certificate of change.

    Sec. 88.  NRS 86.251 is hereby amended to read as follows:

    86.251  1.  A resident agent who desires to resign shall [file] :

    (a) File with the Secretary of State a signed statement [for each

 limited-liability company] in the manner provided pursuant to

 subsection 1 of NRS 78.097 that he is unwilling to continue to act

 as the resident agent of the limited-liability company for the service

 of process [.] ; and

    (b) Pay to the Secretary of State the filing fee set forth in

 subsection 1 of NRS 78.097.

A resignation is not effective until the signed statement is filed with

 the Secretary of State.

    2.  The statement of resignation may contain a statement of the

 affected limited-liability company appointing a successor resident

 agent for that limited-liability company, giving the agent’s full

 name, street address for the service of process, and mailing address

 if different from the street address. A certificate of acceptance

 executed by the new resident agent must accompany the statement

 appointing a successor resident agent.

    3.  Upon the filing of the statement of resignation with the

 Secretary of State the capacity of the resigning person as resident

 agent terminates. If the statement of resignation contains no

 statement by the limited-liability company appointing a successor

 resident agent, the resigning agent shall immediately give written

 notice, by mail, to the limited-liability company of the filing of the

 statement and its effect. The notice must be addressed to any


manager or, if none, to any member, of the limited-liability

company other than the resident agent.

    4.  If a resident agent dies, resigns or moves from the State, the

 limited-liability company, within 30 days thereafter, shall file with

 the Secretary of State a certificate of acceptance executed by the

 new resident agent. The certificate must set forth the name,

 complete street address and mailing address, if different from the

 street address, of the new resident agent.

    5.  Each limited-liability company which fails to file a

 certificate of acceptance executed by the new resident agent within

 30 days after the death, resignation or removal of its resident agent

 as provided in subsection 4, shall be deemed in default and is

 subject to the provisions of NRS 86.272 and 86.274.

    Sec. 89.  NRS 86.263 is hereby amended to read as follows:

    86.263  1.  A limited-liability company shall, on or before the

 [first] last day of the [second] first month after the filing of its

 articles of organization with the Secretary of State, file with the

 Secretary of State, on a form furnished by him, a list that contains:

    (a) The name of the limited-liability company;

    (b) The file number of the limited-liability company, if known;

    (c) The names and titles of all of its managers or, if there is no

 manager, all of its managing members;

    (d) The [mailing or street] address, either residence or business,

 of each manager or managing member listed, following the name of

 the manager or managing member;

    (e) The name and [street] address of the lawfully designated

 resident agent of the limited-liability company; and

    (f) The signature of a manager or managing member of the

 limited-liability company certifying that the list is true, complete

 and accurate.

    2.  The limited-liability company shall annually thereafter, on

 or before the last day of the month in which the anniversary date of

 its organization occurs, file with the Secretary of State, on a form

 furnished by him, an amended list containing all of the information

 required in subsection 1. [If the limited-liability company has had

 no changes in its managers or, if there is no manager, its managing

 members, since its previous list was filed, no amended list need be

 filed if a manager or managing member of the limited-liability

 company certifies to the Secretary of State as a true and accurate

 statement that no changes in the managers or managing members

 have occurred.]

    3.  Each list required by [subsection 1 and each list or

 certification required by subsection] subsections 1 and 2 must be

 accompanied by a declaration under penalty of perjury that the

 limited-liability company [has] :


    (a) Has complied with the provisions of chapter 364A of NRS

[.] ; and

    (b) Acknowledges that pursuant to NRS 239.330, it is a

 category C felony to knowingly offer any false or forged

 instrument for filing in the Office of the Secretary of State.

    4.  Upon filing:

    (a) The initial list required by subsection 1, the limited-liability

 company shall pay to the Secretary of State a fee of [$165.] $125.

    (b) Each annual list required by subsection 2 , [or certifying that

 no changes have occurred,] the limited-liability company shall pay

 to the Secretary of State a fee of [$85.] $125.

    5.  If a manager or managing member of a limited-liability

 company resigns and the resignation is not made in conjunction

 with the filing of an annual or amended list of managers and

 managing members, the limited-liability company shall pay to the

 Secretary of State a fee of $75 to file the resignation of the

 manager or managing member.

    6.  The Secretary of State shall, 60 days before the last day for

 filing each list required by subsection 2, cause to be mailed to each

 limited-liability company which is required to comply with the

 provisions of this section, and which has not become delinquent, a

 notice of the fee due under subsection 4 and a reminder to file a list

 required by subsection 2 . [or a certification of no change.] Failure

 of any company to receive a notice or form does not excuse it from

 the penalty imposed by law.

    [6.] 7.  If the list to be filed pursuant to the provisions of

 subsection 1 or 2 is defective or the fee required by subsection 4 is

 not paid, the Secretary of State may return the list for correction or

 payment.

    [7.] 8.  An annual list for a limited-liability company not in

 default received by the Secretary of State more than [60] 90 days

 before its due date shall be deemed an amended list for the previous

 year.

    Sec. 90.  NRS 86.266 is hereby amended to read as follows:

    86.266  If a limited-liability company has filed the initial or

 annual list in compliance with NRS 86.263 and has paid the

 appropriate fee for the filing, the cancelled check or other proof of

 payment received by the limited-liability company constitutes a

 certificate authorizing it to transact its business within this state

 until the last day of the month in which the anniversary of its

 formation occurs in the next succeeding calendar year. [If the

 company desires a formal certificate upon its payment of the annual

 fee, its payment must be accompanied by a self-addressed, stamped

 envelope.]

    Sec. 91.  NRS 86.269 is hereby amended to read as follows:

    86.269  1.  [Every] Each list required to be filed under the

 provisions of NRS 86.263 must, after the name of each manager

 and


member listed thereon, set forth the [post office box or street]

address, either residence or business, of each manager or member.

    2.  If the addresses are not stated for each person on any list

 offered for filing, the Secretary of State may refuse to file the list,

 and the limited-liability company for which the list has been offered

 for filing is subject to the provisions of NRS 86.272 and 86.274

 relating to failure to file the list within or at the times therein

 specified, unless a list is subsequently submitted for filing which

 conforms to the provisions of this section.

    Sec. 92.  NRS 86.272 is hereby amended to read as follows:

    86.272  1.  Each limited-liability company which is required

 to make a filing and pay the fee prescribed in NRS 86.263 and

 section 73 of this act and which refuses or neglects to do so within

 the time provided is in default.

    2.  For default there must be added to the amount of the fee a

 penalty of [$50.] $75. The fee and penalty must be collected as

 provided in this chapter.

    Sec. 93.  NRS 86.274 is hereby amended to read as follows:

    86.274  1.  The Secretary of State shall notify, by [letter

 addressed] providing written notice to its resident agent, each

 limited-liability company deemed in default pursuant to the

 provisions of this chapter. The written notice [must be accompanied

 by] :

    (a) Must include a statement indicating the amount of the filing

 fee, penalties incurred and costs remaining unpaid.

    (b) At the request of the resident 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 company 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 limited-liability companies whose right

 to [do] transact business has been forfeited.

    4.  The Secretary of State shall forthwith notify [each limited

-liability company by letter addressed] , by providing written notice

 to its resident agent , each limited-liability company specified in

 subsection 3 of the forfeiture of its charter. The written notice

 [must be accompanied by] :

    (a) Must include a statement indicating the amount of the filing

 fee, penalties incurred and costs remaining unpaid.

    [4.] (b) At the request of the resident agent, may be provided

 electronically.

    5.  If the charter of a limited-liability company is revoked and

 the right to transact business is forfeited, all of the property and

 assets of the defaulting company must be held in trust by the

 managers or, if none, by the members of the company, and the

 same


proceedings may be had with respect to its property and assets as

apply to the dissolution of a limited-liability company pursuant to

 NRS 86.505 and 86.521. 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

 be dismissed and all property restored to the company.

    [5.] 6.  If 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 to the State; and

    (b) To the payment of the creditors of the company.

Any balance remaining must be distributed among the members as

 provided in subsection 1 of NRS 86.521.

    Sec. 94.  NRS 86.276 is hereby amended to read as follows:

    86.276  1.  Except as otherwise provided in subsections 3 and

 4, the Secretary of State shall reinstate any limited-liability

 company which has forfeited or which forfeits its right to transact

 business pursuant to the provisions of this chapter and shall restore

 to the company its right to carry on business in this state, and to

 exercise its privileges and immunities, if it:

    (a) Files with the Secretary of State [the] :

        (1) The list required by NRS 86.263;

        (2) The statement required by section 73 of this act, if

 applicable; and

        (3) A certificate of acceptance of appointment signed by its

 resident agent; and

    (b) Pays to the Secretary of State:

        (1) The filing fee and penalty set forth in NRS 86.263 and

 86.272 for each year or portion thereof during which it failed to file

 in a timely manner each required annual list; [and]

        (2) The fee set forth in section 73 of this act, if applicable;

 and

        (3) A fee of [$200] $300 for reinstatement.

    2.  When the Secretary of State reinstates the limited-liability

 company, he shall[:

    (a) Immediately issue and deliver to the company a certificate of

 reinstatement authorizing it to transact business as if the filing fee

 had been paid when due; and

    (b) Upon demand,] issue to the company [one or more certified

 copies of the] a certificate of reinstatement [.]if the limited-liability

 company:

    (a) Requests a certificate of reinstatement; and

    (b) Pays the required fees pursuant to NRS 86.561.

    3.  The Secretary of State shall not order a reinstatement unless

 all delinquent fees and penalties have been paid, and the revocation


of the charter occurred only by reason of failure to pay the fees and

penalties.

    4.  If a company’s charter has been revoked pursuant to the

 provisions of this chapter and has remained revoked for a period of

 5 consecutive years, the charter must not be reinstated.

    Sec. 95.  NRS 86.278 is hereby amended to read as follows:

    86.278  1.  Except as otherwise provided in subsection 2, if a

 limited-liability company applies to reinstate its charter but its

 name has been legally acquired or reserved by any other artificial

 person formed, organized, registered or qualified pursuant to the

 provisions of this title whose name is on file with the Office of the

 Secretary of State or reserved in the Office of the Secretary of State

 pursuant to the provisions of this title, the company shall submit in

 writing to the Secretary of State some other name under which it

 desires its existence to be reinstated. If that name is distinguishable

 from all other names reserved or otherwise on file, the Secretary of

 State shall [issue to the applying] reinstate the limited-liability

 company [a certificate of reinstatement] under that new name.

    2.  If the applying limited-liability company submits the

 written, acknowledged consent of the artificial person having the

 name, or the person reserving the name, which is not

 distinguishable from the old name of the applying company or a

 new name it has submitted, it may be reinstated under that name.

    3.  For the purposes of this section, 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.

    4.  The Secretary of State may adopt regulations that interpret

 the requirements of this section.

    Sec. 96.  NRS 86.401 is hereby amended to read as follows:

    86.401  1.  On application to a court of competent jurisdiction

 by a judgment creditor of a member, the court may charge the

 member’s interest with payment of the unsatisfied amount of the

 judgment with interest. To the extent so charged, the judgment

 creditor has only the rights of an assignee of the member’s interest.

    2.  [The court may appoint a receiver of the share of the

 distributions due or to become due to the judgment debtor in

 respect of the limited-liability company. The receiver has only the

 rights of an assignee. The court may make all other orders,

 directions, accounts and inquiries that the judgment debtor might

 have made or which the circumstances of the case may require.

    3.  A charging order constitutes a lien on the member’s interest

 of the judgment debtor. The court may order a foreclosure of the

 member’s interest subject to the charging order at any time. The

 purchaser at the foreclosure sale has only the rights of an assignee.


    4.  Unless otherwise provided in the articles of organization or

operating agreement, at any time before foreclosure, a member’s

 interest charged may be redeemed:

    (a) By the judgment debtor;

    (b) With property other than property of the limited-liability

 company, by one or more of the other members; or

    (c) By the limited-liability company with the consent of all of

 the members whose interests are not so charged.

    5.]This section [provides] :

    (a) Provides the exclusive remedy by which a judgment creditor

 of a member or an assignee of a member may satisfy a judgment

 out of the member’s interest of the judgment debtor.

    [6.  No creditor of a member has any right to obtain possession

 of, or otherwise exercise legal or equitable remedies with respect to,

 the property of the limited-liability company.

    7.  This section does]

    (b) Does not deprive any member of the benefit of any

 exemption applicable to his interest.

    Sec. 97.  NRS 86.547 is hereby amended to read as follows:

    86.547  1.  A foreign limited-liability company may cancel its

 registration by filing with the Secretary of State a certificate of

 cancellation signed by a manager of the company or, if

 management is not vested in a manager, a member of the company.

 The certificate, which must be accompanied by the required fees,

 must set forth:

    (a) The name of the foreign limited-liability company;

    (b) [The date upon which its certificate of registration was filed;

    (c)] The effective date of the cancellation if other than the date

 of the filing of the certificate of cancellation; and

    [(d)] (c) Any other information deemed necessary by the

 manager of the company or, if management is not vested in a

 manager, a member of the company.

    2.  A cancellation pursuant to this section does not terminate the

 authority of the Secretary of State to accept service of process on

 the foreign limited-liability company with respect to causes of

 action arising from the transaction of business in this state by the

 foreign limited-liability company.

    Sec. 98.  NRS 86.561 is hereby amended to read as follows:

    86.561  1.  The Secretary of State shall charge and collect for:

    (a) Filing the original articles of organization, or for registration

 of a foreign company, [$175;] $75;

    (b) Amending or restating the articles of organization, amending

 the registration of a foreign company or filing a certificate of

 correction, [$150;] $175;

    (c) Filing the articles of dissolution of a domestic or foreign

 company, [$60;] $75;


    (d) Filing a statement of change of address of a records or

registered office, or change of the resident agent, [$30;] $60;

    (e) Certifying articles of organization or an amendment to the

 articles, in both cases where a copy is provided, [$20;] $30;

    (f) Certifying an authorized printed copy of this chapter, [$20;]

 $30;

    (g) Reserving a name for a limited-liability company, [$20;]

 $25;

    (h) Filing a certificate of cancellation, [$60;] $75;

    (i) Executing, filing or certifying any other document, [$40;]

 $50; and

    (j) Copies made at the Office of the Secretary of State, [$1] $2

 per page.

    2.  The Secretary of State shall charge and collect , at the time

 of any service of process on him as agent for service of process of a

 limited-liability company, [$10] $100 which may be recovered as

 taxable costs by the party to the action causing the service to be

 made if the party prevails in the action.

    3.  Except as otherwise provided in this section, the fees set

 forth in NRS 78.785 apply to this chapter.

    Sec. 99.  NRS 86.568 is hereby amended to read as follows:

    86.568  1.  A limited-liability company may correct a

 document filed by the Secretary of State with respect to the limited

-liability company if the document contains an inaccurate record of

 a company action described in the document or was defectively

 executed, attested, sealed, verified or acknowledged.

    2.  To correct a document, the limited-liability company must:

    (a) Prepare a certificate of correction that:

        (1) States the name of the limited-liability company;

        (2) Describes the document, including, without limitation, its

 filing date;

        (3) Specifies the inaccuracy or defect;

        (4) Sets forth the inaccurate or defective portion of the

 document in an accurate or corrected form; and

        (5) Is signed by a manager of the company[,] or , if

 management is not vested in a manager, by a member of the

 company.

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

    (c) Pay a filing fee of [$150] $175 to the Secretary of State.

    3.  A certificate of correction is effective on the effective date

 of the document it corrects except as to persons relying on the

 uncorrected document and adversely affected by the correction. As

 to those persons, the certificate is effective when filed.

    Sec. 100.  NRS 86.580 is hereby amended to read as follows:

    86.580  1.  A limited-liability company which did exist or is

 existing pursuant to the laws of this state may, upon complying

 with


the provisions of NRS 86.276, procure a renewal or revival of its

charter for any period, together with all the rights, franchises,

 privileges and immunities, and subject to all its existing and

 preexisting debts, duties and liabilities secured or imposed by its

 original charter and amendments thereto, or existing charter, by

 filing:

    (a) A certificate with the Secretary of State, which must set

 forth:

        (1) The name of the limited-liability company, which must

 be the name of the limited-liability company at the time of the

 renewal or revival, or its name at the time its original charter

 expired.

        (2) The name of the person lawfully designated as the

 resident agent of the limited-liability company, his street address

 for the service of process, and his mailing address if different from

 his street address.

        (3) The date when the renewal or revival of the charter is to

 commence or be effective, which may be, in cases of a revival,

 before the date of the certificate.

        (4) Whether or not the renewal or revival is to be perpetual,

 and, if not perpetual, the time for which the renewal or revival is to

 continue.

        (5) That the limited-liability company desiring to renew or

 revive its charter is, or has been, organized and carrying on the

 business authorized by its existing or original charter and

 amendments thereto, and desires to renew or continue through

 revival its existence pursuant to and subject to the provisions of this

 chapter.

    (b) A list of its managers, or if there are no managers, all its

 managing members and their post office box or street addresses,

 either residence or business.

    2.  A limited-liability company whose charter has not expired

 and is being renewed shall cause the certificate to be signed by its

 manager, or if there is no manager, by a person designated by its

 members. The certificate must be approved by a majority in

 interest.

    3.  A limited-liability company seeking to revive its original or

 amended charter shall cause the certificate to be signed by a person

 or persons designated or appointed by the members. The execution

 and filing of the certificate must be approved by the written consent

 of a majority in interest and must contain a recital that this consent

 was secured. The limited-liability company shall pay to the

 Secretary of State the fee required to establish a new limited

-liability company pursuant to the provisions of this chapter.

    4.  The filed certificate, or a copy thereof which has been

 certified under the hand and seal of the Secretary of State, must be

 received in all courts and places as prima facie evidence of the facts


therein stated and of the existence of the limited-liability company

therein named.

    Sec. 101.  Chapter 87 of NRS is hereby amended by adding

 thereto the provisions set forth as sections 102 to 109, inclusive, of

 this act.

    Sec. 102.  1.  Each document 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 document which

 does not comply with subsection 1 or which does not contain all

 of the information required by statute for filing the document.

    3.  If the provisions of the form prescribed by the Secretary of

 State conflict with the provisions of any document 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 document in order for the document to be filed; and

    (b) Unless otherwise provided in the document, the provisions

 of the document control in every other situation.

    4.  The Secretary of State may by regulation provide for the

 electronic filing of documents with the Office of the Secretary of

 State.

    Sec. 103.  1.  Each foreign registered limited-liability

 partnership doing business in this state shall, on or before the last

 day of the first month after the filing of its application for

 registration as a foreign registered limited-liability partnership

 with the Secretary of State, and annually thereafter on or before

 the last day of the month in which the anniversary date of its

 qualification to do business in this state occurs in each year, file

 with the Secretary of State a list, on a form furnished by him, that

 contains:

    (a) The name of the foreign registered limited-liability

 partnership;

    (b) The file number of the foreign registered limited-liability

 partnership, if known;

    (c) The names of all its managing partners;

    (d) The address, either residence or business, of each

 managing partner;

    (e) The name and address of the lawfully designated resident

 agent of the foreign registered limited-liability partnership; and

    (f) The signature of a managing partner of the foreign

 registered limited-liability partnership certifying that the list is

 true, complete and accurate.

    2.  Each list filed pursuant to this section must be

 accompanied by a declaration under penalty of perjury that the

 foreign registered limited-liability partnership:


    (a) Has complied with the provisions of chapter 364A of NRS;

and

    (b) Acknowledges that pursuant to NRS 239.330, it is a

 category C felony to knowingly offer any false or forged

 instrument for filing in the Office of the Secretary of State.

    3.  Upon filing:

    (a) The initial list required by this section, the foreign

 registered limited-liability partnership shall pay to the Secretary

 of State a fee of $125.

    (b) Each annual list required by this section, the foreign

 registered limited-liability partnership shall pay to the Secretary

 of State a fee of $125.

    4.  If a managing partner of a foreign registered limited

-liability partnership resigns and the resignation is not made in

 conjunction with the filing of an annual or amended list of

 managing partners, the foreign registered limited-liability

 partnership shall pay to the Secretary of State a fee of $75 to file

 the resignation of the managing partner.

    5.  The Secretary of State shall, 60 days before the last day for

 filing each annual list required by subsection 1, cause to be

 mailed to each foreign registered limited-liability partnership

 which is required to comply with the provisions of sections 103 to

 109, inclusive, of this act, and which has not become delinquent,

 the blank forms to be completed and filed with him. Failure of

 any foreign registered limited-liability partnership to receive the

 forms does not excuse it from the penalty imposed by the

 provisions of sections 103 to 109, inclusive, of this act.

    6.  If the list to be filed pursuant to the provisions of

 subsection 1 is defective or the fee required by subsection 3 is not

 paid, the Secretary of State may return the list for correction or

 payment.

    7.  An annual list for a foreign registered limited-liability

 partnership not in default which is received by the Secretary of

 State more than 90 days before its due date must be deemed an

 amended list for the previous year and does not satisfy the

 requirements of subsection 1 for the year to which the due date is

 applicable.

    Sec. 104.  If a foreign registered limited-liability partnership

 has filed the initial or annual list in compliance with section 103

 of this act and has paid the appropriate fee for the filing, the

 cancelled check or other proof of payment received by the foreign

 registered limited-liability partnership constitutes a certificate

 authorizing it to transact its business within this state until the

 last day of the month in which the anniversary of its qualification

 to transact business occurs in the next succeeding calendar year.


    Sec. 105.  1.  Each list required to be filed under the

provisions of sections 103 to 109, inclusive, of this act must, after

 the name of each managing partner listed thereon, set forth the

 address, either residence or business, of each managing partner.

    2.  If the addresses are not stated for each person on any list

 offered for filing, the Secretary of State may refuse to file the list,

 and the foreign registered limited-liability partnership for which

 the list has been offered for filing is subject to all the provisions of

 sections 103 to 109, inclusive, of this act relating to failure to file

 the list within or at the times therein specified, unless a list is

 subsequently submitted for filing which conforms to the

 provisions of this section.

    Sec. 106.  1.  Each foreign registered limited-liability

 partnership which is required to make a filing and pay the fee

 prescribed in sections 103 to 109, inclusive, of this act and which

 refuses or neglects to do so within the time provided is in default.

    2.  For default there must be added to the amount of the fee a

 penalty of $75, and unless the filing is made and the fee and

 penalty are paid on or before the last day of the month in which

 the anniversary date of the foreign registered limited-liability

 partnership occurs, the defaulting foreign registered limited

-liability partnership by reason of its default forfeits its right to

 transact any business within this state. The fee and penalty must

 be collected as provided in this chapter.

    Sec. 107.  1.  The Secretary of State shall notify, by

 providing written notice to its resident agent, each foreign

 registered limited-liability partnership deemed in default pursuant

 to section 106 of this act. 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 resident agent, may be provided

 electronically.

    2.  Immediately after the last day of the month in which the

 anniversary date of its registration occurs, the Secretary of State

 shall compile a complete list containing the names of all foreign

 registered limited-liability partnerships whose right to transact

 business has been forfeited.

    3.  The Secretary of State shall notify, by providing written

 notice to its resident agent, each foreign registered limited

-liability partnership specified in subsection 2 of the forfeiture of

 its right to transact business. 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 resident agent, may be provided

 electronically.


    Sec. 108.  1.  Except as otherwise provided in subsections 3

and 4, the Secretary of State shall reinstate a foreign registered

 limited-liability partnership which has forfeited or which forfeits

 its right to transact business under the provisions of this chapter

 and shall restore to the foreign registered limited-liability

 partnership its right to transact business in this state, and to

 exercise its privileges and immunities, if it:

    (a) Files with the Secretary of State:

        (1) The list required by section 103 of this act; and

        (2) A certificate of acceptance of appointment signed by its

 resident agent; and

    (b) Pays to the Secretary of State:

        (1) The filing fee and penalty set forth in sections 103 and

 106 of this act for each year or portion thereof that its right to

 transact business was forfeited; and

        (2) A fee of $300 for reinstatement.

    2.  When the Secretary of State reinstates the foreign

 registered limited-liability partnership, he shall issue to the

 foreign registered limited-liability partnership a certificate of

 reinstatement if the foreign registered limited-liability

 partnership:

    (a) Requests a certificate of reinstatement; and

    (b) Pays the required fees pursuant to NRS 87.550.

    3.  The Secretary of State shall not order a reinstatement

 unless all delinquent fees and penalties have been paid and the

 revocation of the right to transact business occurred only by

 reason of failure to pay the fees and penalties.

    4.  If the right of a foreign registered limited-liability

 partnership to transact business in this state has been forfeited

 pursuant to the provisions of this chapter and has remained

 forfeited for a period of 5 consecutive years, the right to transact

 business must not be reinstated.

    Sec. 109.  1.  Except as otherwise provided in subsection 2, if

 a foreign registered limited-liability partnership applies to

 reinstate its certificate of registration and its name has been

 legally reserved or acquired by another artificial person formed,

 organized, registered or qualified pursuant to the provisions of

 this title whose name is on file with the Office of the Secretary of

 State or reserved in the Office of the Secretary of State pursuant

 to the provisions of this title, the foreign registered limited

-liability partnership must submit in writing in its application for

 reinstatement to the Secretary of State some other name under

 which it desires its existence to be reinstated. If that name is

 distinguishable from all other names reserved or otherwise on

 file, the Secretary of State shall reinstate the foreign registered

 limited-liability partnership under that new name.


    2.  If the applying foreign registered limited-liability

partnership submits the written, acknowledged consent of the

 artificial person having a name, or the person who has reserved a

 name, which is not distinguishable from the old name of the

 applying foreign registered limited-liability partnership or a new

 name it has submitted, it may be reinstated under that name.

    3.  For the purposes of this section, a proposed name is not

 distinguishable from a name on file or reserved solely because

 one or the other contains distinctive lettering, a distinctive mark,

 a trademark or a trade name, or any combination thereof.

    4.  The Secretary of State may adopt regulations that interpret

 the requirements of this section.

    Sec. 110.  NRS 87.450 is hereby amended to read as follows:

    87.450  1.  The name proposed for a registered limited

-liability partnership must contain the words “Limited-Liability

 Partnership” or “Registered Limited-Liability Partnership” or the

 abbreviation “L.L.P.” or “LLP” as the last words or letters of the

 name and 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 the name of the registered

 limited-liability partnership on a certificate of registration of

 limited-liability partnership submitted to the Secretary of State is

 not distinguishable from a name on file or reserved name, the

 Secretary of State shall return the certificate to the person who

 signed it unless the written, acknowledged consent of the holder of

 the name on file or reserved name to use the name accompanies the

 certificate.

    2.  For the purposes of this section, 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.]

 thereof.

    3.  The Secretary of State shall not accept for filing any

 certificate of registration or certificate of amendment of a

 certificate of registration of any registered limited-liability

 partnership formed or existing pursuant to the laws of this state

 which provides that the name of the registered limited-liability

 partnership contains the word “accountant,” “accounting,”

 “accountancy,” “auditor” or “auditing” unless the Nevada State

 Board of Accountancy certifies that the registered limited-liability

 partnership:

    (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 registered


limited-liability partnership is not engaged in the practice of

accounting and is not offering to practice accounting in this state.

    4.  The Secretary of State shall not accept for filing any

 certificate of registration or certificate of amendment of a

 certificate of registration of any registered limited-liability

 partnership formed or existing pursuant to the laws of this state

 which provides that the name of the registered limited-liability

 partnership contains the word “bank” or “trust” unless:

    (a) It appears from the certificate of registration or the

 certificate of amendment that the registered limited-liability

 partnership 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 certificate of registration or certificate of amendment

 is first approved by the Commissioner of Financial Institutions.

    5.  The Secretary of State shall not accept for filing any

 certificate of registration or certificate of amendment of a

 certificate of registration of any registered limited-liability

 partnership formed or existing pursuant to the provisions of this

 chapter if it appears from the certificate of registration or the

 certificate of amendment that the business to be carried on by the

 registered limited-liability partnership is subject to supervision by

 the Commissioner of Insurance or by the Commissioner of

 Financial Institutions, unless the certificate of registration or

 certificate of amendment is approved by the Commissioner who

 will supervise the business of the registered limited-liability

 partnership.

    6.  Except as otherwise provided in subsection 5, the Secretary

 of State shall not accept for filing any certificate of registration or

 certificate of amendment of a certificate of registration of any

 registered limited-liability partnership formed or existing

 pursuant to the laws of this state which provides that the name of

 the registered limited-liability partnership 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 registered limited

-liability partnership 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 registered limited-liability partnership

 is exempt from the prohibitions of NRS 625.520.

    7.  The Secretary of State shall not accept for filing any

 certificate of registration or certificate of amendment of a

 certificate of registration of any registered limited-liability

 partnership formed or existing pursuant to the laws of this state


which provides that the name of the registered limited-liability

partnership contains the words “unit-owners’ association” or

 “homeowners’ association” or if it appears in the certificate of

 registration or certificate of amendment that the purpose of the

 registered limited-liability partnership 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 registered limited-liability

 partnership 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.

    8.  The name of a registered limited-liability partnership whose

 right to transact business has been forfeited, 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.] 9.  The Secretary of State may adopt regulations that

 interpret the requirements of this section.

    Sec. 111.  NRS 87.455 is hereby amended to read as follows:

    87.455  1.  Except as otherwise provided in subsection 2, if a

 registered limited-liability partnership applies to reinstate its right

 to transact business but its name has been legally acquired by any

 other artificial person formed, organized, registered or qualified

 pursuant to the provisions of this title whose name is on file with

 the Office of the Secretary of State or reserved in the Office of the

 Secretary of State pursuant to the provisions of this title, the

 applying registered limited-liability partnership shall submit in

 writing to the Secretary of State some other name under which it

 desires its right to transact business to be reinstated. If that name is

 distinguishable from all other names reserved or otherwise on file,

 the Secretary of State shall [issue to the applying] reinstate the

 registered limited-liability partnership [a certificate of

 reinstatement] under that new name.

    2.  If the applying registered limited-liability partnership

 submits the written, acknowledged consent of the artificial person

 having the name, or the person who has reserved the name, that is

 not distinguishable from the old name of the applying registered

 limited-liability partnership or a new name it has submitted, it may

 be reinstated under that name.

    3.  For the purposes of this section, 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.

    4.  The Secretary of State may adopt regulations that interpret

 the requirements of this section.

 


    Sec. 112.  NRS 87.460 is hereby amended to read as follows:

    87.460  1.  A certificate of registration of a registered limited

-liability partnership may be amended by filing with the Secretary of

 State a certificate of amendment. The certificate of amendment

 must set forth:

    (a) The name of the registered limited-liability partnership; and

    (b) [The dates on which the registered limited-liability

 partnership filed its original certificate of registration and any other

 certificates of amendment; and

    (c)] The change to the information contained in the original

 certificate of registration or any other certificates of amendment.

    2.  The certificate of amendment must be:

    (a) Signed by a managing partner of the registered limited

-liability partnership; and

    (b) Accompanied by a fee of [$150.] $175.

    Sec. 113.  NRS 87.470 is hereby amended to read as follows:

    87.470  The registration of a registered limited-liability

 partnership is effective until:

    1.  Its certificate of registration is revoked pursuant to NRS

 87.520; or

    2.  The registered limited-liability partnership files with the

 Secretary of State a written notice of withdrawal executed by a

 managing partner. The notice must be accompanied by a fee of

 [$60.] $75.

    Sec. 114.  NRS 87.490 is hereby amended to read as follows:

    87.490  1.  If a registered limited-liability partnership wishes

 to change the location of its principal office in this state or its

 resident agent, it shall first file with the Secretary of State a

 certificate of change of principal office or resident agent that sets

 forth:

    (a) The name of the registered limited-liability partnership;

    (b) The street address of its principal office;

    (c) If the location of its principal office will be changed, the

 street address of its new principal office;

    (d) The name of its resident agent; and

    (e) If its resident agent will be changed, the name of its new

 resident agent.

[The]

    2.  A certificate of acceptance [of its] signed by the new

 resident agent must accompany the certificate of change [.

    2.] of resident agent.

    3.  A certificate of change of principal office or resident agent

 filed pursuant to this section must be:

    (a) Signed by a managing partner of the registered limited

-liability partnership; and

    (b) Accompanied by a fee of [$30.] $60.


    4.  If the name of a resident agent is changed as a result of a

merger, conversion, exchange, sale, reorganization or

 amendment, the resident agent shall:

    (a) File with the Secretary of State a certificate of name

 change of resident agent that includes:

        (1) The current name of the resident agent as filed with the

 Secretary of State;

        (2) The new name of the resident agent; and

        (3) The name and file number of each artificial person

 formed, organized, registered or qualified pursuant to the

 provisions of this title that the resident agent represents; and

    (b) Pay to the Secretary of State a filing fee of $100.

    5.  A change authorized by this section becomes effective upon

 the filing of the proper certificate of change.

    Sec. 115.  NRS 87.500 is hereby amended to read as follows:

    87.500  1.  A resident agent [of a registered limited-liability

 partnership] who wishes to resign shall [file] :

    (a) File with the Secretary of State a signed statement in the

 manner provided pursuant to subsection 1 of NRS 78.097 that he

 is unwilling to continue to act as the resident agent of the registered

 limited-liability partnership for the service of process [.] ; and

    (b) Pay to the Secretary of State the filing fee set forth in

 subsection 1 of NRS 78.097.

A resignation is not effective until the signed statement is filed with

 the Secretary of State.

    2.  The statement of resignation may contain a statement by the

 affected registered limited-liability partnership appointing a

 successor resident agent. A certificate of acceptance signed by the

 new agent, stating the full name, complete street address and, if

 different from the street address, the mailing address of the new

 agent, must accompany the statement appointing the new resident

 agent.

    3.  Upon the filing of the statement with the Secretary of State,

 the capacity of the person as resident agent terminates. If the

 statement of resignation contains no statement by the registered

 limited-liability partnership appointing a successor resident agent,

 the resigning agent shall immediately give written notice, by

 certified mail, to the registered limited-liability partnership of the

 filing of the statement and its effect. The notice must be addressed

 to a managing partner in this state.

    4.  If a resident agent dies, resigns or removes himself from the

 State, the registered limited-liability partnership shall, within 30

 days thereafter, file with the Secretary of State a certificate of

 acceptance, executed by the new resident agent. The certificate

 must set forth the full name, complete street address and, if

 different from


the street address, the mailing address of the newly designated

resident agent.

    5.  If a registered limited-liability partnership fails to file a

 certificate of acceptance within the period required by [this

 subsection,] subsection 4, it is in default and is subject to the

 provisions of NRS 87.520.

    Sec. 116.  NRS 87.510 is hereby amended to read as follows:

    87.510  1.  A registered limited-liability partnership shall, on

 or before the [first] last day of the [second] first month after the

 filing of its certificate of registration with the Secretary of State,

 and annually thereafter on or before the last day of the month in

 which the anniversary date of the filing of its certificate of

 registration with the Secretary of State occurs, file with the

 Secretary of State, on a form furnished by him, a list that contains:

    (a) The name of the registered limited-liability partnership;

    (b) The file number of the registered limited-liability

 partnership, if known;

    (c) The names of all of its managing partners;

    (d) The [mailing or street] address, either residence or business,

 of each managing partner;

    (e) The name and [street] address of the lawfully designated

 resident agent of the registered limited-liability partnership; and

    (f) The signature of a managing partner of the registered limited

-liability partnership certifying that the list is true, complete and

 accurate.

Each list filed pursuant to this subsection must be accompanied by a

 declaration under penalty of perjury that the registered limited

-liability partnership has complied with the provisions of chapter

 364A of NRS[.] and which acknowledges that pursuant to NRS

 239.330 it is a category C felony to knowingly offer any false or

 forged instrument for filing in the Office of the Secretary of State.

    2.  Upon filing:

    (a) The initial list required by subsection 1, the registered

 limited-liability partnership shall pay to the Secretary of State a fee

 of [$165.] $125.

    (b) Each annual list required by subsection 1, the registered

 limited-liability partnership shall pay to the Secretary of State a fee

 of [$85.] $125.

    3.  If a managing partner of a registered limited-liability

 partnership resigns and the resignation is not made in

 conjunction with the filing of an annual or amended list of

 managing partners, the registered limited-liability partnership

 shall pay to the Secretary of State a fee of $75 to file the

 resignation of the managing partner.

    4.  The Secretary of State shall, at least 60 days before the last

 day for filing each annual list required by subsection 1, cause to be


mailed to the registered limited-liability partnership a notice of the

fee due pursuant to subsection 2 and a reminder to file the annual

 list required by subsection 1. The failure of any registered limited

-liability partnership to receive a notice or form does not excuse it

 from complying with the provisions of this section.

    [4.] 5.  If the list to be filed pursuant to the provisions of

 subsection 1 is defective, or the fee required by subsection 2 is not

 paid, the Secretary of State may return the list for correction or

 payment.

    [5.] 6.  An annual list that is filed by a registered limited

-liability partnership which is not in default more than [60] 90 days

 before it is due shall be deemed an amended list for the previous

 year and does not satisfy the requirements of subsection 1 for the

 year to which the due date is applicable.

    Sec. 117.  NRS 87.520 is hereby amended to read as follows:

    87.520  1.  A registered limited-liability partnership that fails

 to comply with the provisions of NRS 87.510 is in default.

    2.  Upon notification from the Administrator of the Real

 Estate Division of the Department of Business and Industry that a

 registered limited-liability partnership which is a unit-owners’

 association as defined in NRS 116.110315 has failed to register

 pursuant to NRS 116.31158 or failed to pay the fees pursuant to

 NRS 116.31155, the Secretary of State shall deem the registered

 limited-liability partnership to be in default. If, after the registered

 limited-liability partnership is deemed to be in default, the

 Administrator notifies the Secretary of State that the registered

 limited-liability partnership has registered pursuant to NRS

 116.31158 and paid the fees pursuant to NRS 116.31155, the

 Secretary of State shall reinstate the registered limited-liability

 partnership if the registered limited-liability partnership complies

 with the requirements for reinstatement as provided in this section

 and NRS 87.530.

    3.  Any registered limited-liability partnership that is in default

 pursuant to [subsection 1] this section must, in addition to the fee

 required to be paid pursuant to NRS 87.510, pay a penalty of [$50.

    3.  On or before the 15th day of the third month after the month

 in which the fee required to be paid pursuant to NRS 87.510 is due,

 the] $75.

    4.  The Secretary of State shall [notify, by certified mail,]

 provide written notice to the resident agent of any registered

 limited-liability partnership that is in default. The written notice

 [must] :

    (a) Must include the amount of any payment that is due from the

 registered limited-liability partnership.

    [4.] (b) At the request of the resident agent, may be provided

 electronically.


    5.  If a registered limited-liability partnership fails to pay the

amount that is due, the certificate of registration of the registered

 limited-liability partnership shall be deemed revoked [on the first

 day of the ninth month after the month in which the fee required to

 be paid pursuant to NRS 87.510 was due. The] immediately after

 the last day of the month in which the anniversary date of the

 filing of the certificate of registration occurs, and the Secretary of

 State shall notify [a] the registered limited-liability partnership, by

 [certified mail, addressed] providing written notice to its resident

 agent or, if the registered limited-liability partnership does not have

 a resident agent, to a managing partner, that its certificate of

 registration is revoked . [and] The written notice:

    (a) Must include the amount of any fees and penalties incurred

 that are due.

    (b) At the request of the resident agent or managing partner,

 may be provided electronically.

    Sec. 118.  NRS 87.530 is hereby amended to read as follows:

    87.530  1.  Except as otherwise provided in subsection 3, the

 Secretary of State shall reinstate the certificate of registration of a

 registered limited-liability partnership that is revoked pursuant to

 NRS 87.520 if the registered limited-liability partnership:

    (a) Files with the Secretary of State [the] :

        (1) The information required by NRS 87.510; and

        (2) A certificate of acceptance of appointment signed by its

 resident agent; and

    (b) Pays to the Secretary of State:

        (1) The fee required to be paid [by that section;] pursuant to

 NRS 87.510;

        (2) Any penalty required to be paid pursuant to NRS 87.520;

 and

        (3) A reinstatement fee of [$200.

    2.  Upon reinstatement of a certificate of registration pursuant

 to this section,] $300.

    2.  When the Secretary of State reinstates the registered

 limited-liability partnership, he shall[:

    (a) Deliver to the registered limited-liability partnership a

 certificate of reinstatement authorizing it to transact business

 retroactively from the date the fee required by NRS 87.510 was

 due; and

    (b) Upon request,]issue to the registered limited-liability

 partnership [one or more certified copies of the] a certificate of

 reinstatement [.] if the registered limited-liability partnership:

    (a) Requests a certificate of reinstatement; and

    (b) Pays the required fees pursuant to NRS 87.550.

    3.  The Secretary of State shall not reinstate the certificate of

 registration of a registered limited-liability partnership if the


certificate was revoked pursuant to [NRS 87.520] the provisions of

this chapter at least 5 years before the date of the proposed

 reinstatement.

    Sec. 119.  NRS 87.547 is hereby amended to read as follows:

    87.547  1.  A registered limited-liability partnership may

 correct a document filed by the Secretary of State with respect to

 the registered limited-liability partnership if the document contains

 an inaccurate record of a partnership action described in the

 document or was defectively executed, attested, sealed, verified or

 acknowledged.

    2.  To correct a document, the registered limited-liability

 partnership must:

    (a) Prepare a certificate of correction that:

        (1) States the name of the registered limited-liability

 partnership;

        (2) Describes the document, including, without limitation, its

 filing date;

        (3) Specifies the inaccuracy or defect;

        (4) Sets forth the inaccurate or defective portion of the

 document in an accurate or corrected form; and

        (5) Is signed by a managing partner of the registered limited

-liability partnership.

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

    (c) Pay a filing fee of [$150] $175 to the Secretary of State.

    3.  A certificate of correction is effective on the effective date

 of the document it corrects except as to persons relying on the

 uncorrected document and adversely affected by the correction. As

 to those persons, the certificate is effective when filed.

    Sec. 120.  NRS 87.550 is hereby amended to read as follows:

    87.550  In addition to any other fees required by NRS 87.440 to

 87.540, inclusive, and 87.560, the Secretary of State shall charge

 and collect the following fees for services rendered pursuant to

 those sections:

    1.  For certifying documents required by NRS 87.440 to 87.540,

 inclusive, and 87.560, [$20] $30 per certification.

    2.  For executing a certificate verifying the existence of a

 registered limited-liability partnership, if the registered limited

-liability partnership has not filed a certificate of amendment, [$40.]

 $50.

    3.  For executing a certificate verifying the existence of a

 registered limited-liability partnership, if the registered limited

-liability partnership has filed a certificate of amendment, [$40.]

 $50.

    4.  For executing, certifying or filing any certificate or

 document not required by NRS 87.440 to 87.540, inclusive, and

 87.560, [$40.] $50.


    5.  For any copies made by the Office of the Secretary of State,

[$1] $2 per page.

    6.  For examining and provisionally approving any document

 before the document is presented for filing, [$100.] $125.

    Sec. 121.  Chapter 88 of NRS is hereby amended by adding

 thereto the provisions set forth as sections 122 to 139, inclusive, of

 this act.

    Sec. 122.  1.  At the time of submitting any list required

 pursuant to NRS 88.395, a limited partnership that meets the

 criteria set forth in subsection 2 must submit:

    (a) The statement required pursuant to subsection 3,

 accompanied by a declaration under penalty of perjury attesting

 that the statement does not contain any material

 misrepresentation of fact; and

    (b) A fee of $100,000, to be distributed in the manner provided

 pursuant to subsection 4.

    2.  A limited partnership must submit a statement pursuant to

 this section if the limited partnership, including its parent and all

 subsidiaries:

    (a) Holds 25 percent or more of the share of the market within

 this state for any product sold or distributed by the limited

 partnership within this state; and

    (b) Has had, during the previous 5-year period, a total of five

 or more investigations commenced against the limited

 partnership, its parent or its subsidiaries in any jurisdiction

 within the United States, including all state and federal

 investigations:

        (1) Which concern any alleged contract, combination or

 conspiracy in restraint of trade, as described in subsection 1 of

 NRS 598A.060, or which concern similar activities prohibited by a

 substantially similar law of another jurisdiction; and

        (2) Which resulted in the limited partnership being fined or

 otherwise penalized or which resulted in the limited partnership

 being required to divest any holdings or being unable to acquire

 any holdings as a condition for the settlement, dismissal or

 resolution of those investigations.

    3.  A limited partnership that meets the criteria set forth in

 subsection 2 shall submit a statement which includes the

 following information with respect to each investigation:

    (a) The jurisdiction in which the investigation was commenced.

    (b) A summary of the nature of the investigation and the facts

 and circumstances surrounding the investigation.

    (c) If the investigation resulted in criminal or civil litigation, a

 copy of all pleadings filed in the investigation by any party to the

 litigation.

    (d) A summary of the outcome of the investigation, including

 specific information concerning whether any fine or penalty was


imposed against the limited partnership and whether the limited

partnership was required to divest any holdings or was unable to

 acquire any holdings as a condition for the settlement, dismissal

 or resolution of the investigation.

    4.  The fee collected pursuant to subsection 1 must be

 deposited in the Attorney General’s Administration Budget

 Account and used solely for the purpose of investigating any

 alleged contract, combination or conspiracy in restraint of trade,

 as described in subsection 1 of NRS 598A.060.

    Sec. 123.  1.  To become a registered limited-liability limited

 partnership, a limited partnership shall file with the Secretary of

 State a certificate of registration stating each of the following:

    (a) The name of the limited partnership.

    (b) The street address of its principal office.

    (c) The name of the person designated as the resident agent of

 the limited partnership, the street address of the resident agent

 where process may be served upon the partnership and the

 mailing address of the resident agent if it is different from his

 street address.

    (d) The name and business address of each organizer

executing the certificate.

    (e) The name and business address of each initial general

 partner.

    (f) That the limited partnership thereafter will be a registered

 limited-liability limited partnership.

    (g) Any other information that the limited partnership wishes

 to include.

    2.  The certificate of registration must be executed by the vote

 necessary to amend the partnership agreement or, in the case of a

 partnership agreement that expressly considers contribution

 obligations, the vote necessary to amend those provisions.

    3.  The Secretary of State shall register as a registered limited

-liability limited partnership any limited partnership that submits a

 completed certificate of registration with the required fee.

    4.  The registration of a registered limited-liability limited

 partnership is effective at the time of the filing of the certificate of

 registration.

    Sec. 124.  1.  The name proposed for a registered limited

-liability limited partnership must contain the words “Limited

-Liability Limited Partnership” or “Registered Limited-Liability

 Limited Partnership” or the abbreviation “L.L.L.P.” or “LLLP”

 as the last words or letters of the name and 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 the name of the registered limited

-liability limited partnership on a certificate of registration of

 limited-liability limited partnership submitted to the Secretary of

 State is not distinguishable from any name on file or reserved

 name, the Secretary of State shall return the certificate to the

 person who signed it, unless the written, acknowledged consent to

 the same name of the holder of the name on file or reserved name

 to use the name accompanies the certificate.

    2.  The Secretary of State shall not accept for filing any

 certificate of registration or any certificate of amendment of a

 certificate of registration of any registered limited-liability limited

 partnership formed or existing pursuant to the laws of this state

 which provides that the name of the registered limited-liability

 limited partnership contains the words “unit-owners’ association”

 or “homeowners’ association” or if it appears in the certificate of

 registration or certificate of amendment that the purpose of the

 registered limited-liability limited partnership 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 registered limited

-liability limited partnership 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.

    3.  For the purposes of this section, 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 thereof.

    4.  The name of a registered limited-liability limited

 partnership whose right to transact business has been forfeited,

 which has merged and is not the surviving entity or whose

 existence has otherwise terminated is available for use by any

 other artificial person.

    5.  The Secretary of State may adopt regulations that interpret

 the requirements of this section.

    Sec. 125.  The registration of a registered limited-liability

 limited partnership is effective until:

    1.  Its certificate of registration is revoked pursuant to

NRS 88.405; or

    2.  The registered limited-liability limited partnership files

 with the Secretary of State a written notice of withdrawal

 executed by a general partner. The notice must be accompanied

 by a fee of $60.


    Sec. 126.  The status of a limited partnership as a registered

limited-liability limited partnership, and the liability of its

 partners, are not affected by errors in the information contained

 in a certificate of registration or an annual list required to be filed

 with the Secretary of State, or by changes after the filing of such

 a certificate or list in the information contained in the certificate

 or list.

    Sec. 127.  1.  Unless otherwise provided by the articles of

 organization or partnership agreement, a partner of a registered

 limited-liability limited partnership is not personally liable for a

 debt or liability of the registered limited-liability limited

 partnership unless the trier of fact determines that adherence to

 the fiction of a separate entity would sanction fraud or promote a

 manifest injustice.

    2.  For purposes of this section, the failure of a registered

 limited-liability limited partnership to observe the formalities or

 requirements relating to the management of the registered

 limited-liability limited partnership, in and of itself, is not

 sufficient to establish grounds for imposing personal liability on a

 partner for a debt or liability of the registered limited-liability

 limited partnership.

    Sec. 128.  All persons who assume to act on behalf of a

 registered limited-liability limited partnership without the

 authority to act on behalf of the registered limited-liability limited

 partnership are jointly and severally liable for all debts and

 liabilities of the registered limited-liability limited partnership.

    Sec. 129.  To the extent permitted by the law of that

 jurisdiction:

    1.  A limited partnership, including a registered limited

-liability limited partnership, formed and existing under this

 chapter, may conduct its business, carry on its operations, and

 exercise the powers granted by this chapter in any state, territory,

 district or possession of the United States or in any foreign

 country.

    2.  The internal affairs of a limited partnership, including a

 registered limited-liability limited partnership, formed and

 existing under this chapter, including the liability of partners for

 debts, obligations and liabilities of or chargeable to the

 partnership, are governed by the laws of this state.

    Sec. 130.  The name of a foreign registered limited-liability

 limited partnership that is doing business in this state must

 contain the words “Limited-Liability Limited Partnership” or

 “Registered Limited-Liability Limited Partnership” or the

 abbreviations “L.L.L.P.” or “LLLP,” or such other words or

 abbreviations as may be required or authorized by the laws of the

 other jurisdiction, as the last words or letters of the name.


    Sec. 131.  1.  Each document 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 document which

 does not comply with subsection 1 or which does not contain all

 of the information required by statute for filing the document.

    3.  If the provisions of the form prescribed by the Secretary of

 State conflict with the provisions of any document 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 document in order for the document to be filed; and

    (b) Unless otherwise provided in the document, the provisions

 of the document control in every other situation.

    4.  The Secretary of State may by regulation provide for the

 electronic filing of documents with the Office of the Secretary of

 State.

    Sec. 132.  1.  Each foreign limited partnership doing

 business in this state shall, on or before the last day of the first

 month after the filing of its application for registration as a

 foreign limited partnership with the Secretary of State, and

 annually thereafter on or before the last day of the month in

 which the anniversary date of its qualification to do business in

 this state occurs in each year, file with the Secretary of State a

 list, on a form furnished by him, that contains:

    (a) The name of the foreign limited partnership;

    (b) The file number of the foreign limited partnership, if

 known;

    (c) The names of all its general partners;

    (d) The address, either residence or business, of each general

 partner;

    (e) The name and address of its lawfully designated resident

 agent in this state; and

    (f) The signature of a general partner of the foreign limited

 partnership certifying that the list is true, complete and accurate.

    2.  Each list filed pursuant to this section must be

 accompanied by a declaration under penalty of perjury that the

 foreign limited partnership:

    (a) Has complied with the provisions of chapter 364A of NRS;

 and

    (b) Acknowledges that pursuant to NRS 239.330 it is a

 category C felony to knowingly offer any false or forged

 instrument for filing in the Office of the Secretary of State.

    3.  Upon filing:

    (a) The initial list required by this section, the foreign limited

 partnership shall pay to the Secretary of State a fee of $125.


    (b) Each annual list required by this section, the foreign

limited partnership shall pay to the Secretary of State a fee of

 $125.

    4.  If a general partner of a foreign limited partnership

 resigns and the resignation is not made in conjunction with the

 filing of an annual or amended list of general partners, the

 foreign limited partnership shall pay to the Secretary of State a

 fee of $75 to file the resignation of the general partner.

    5.  The Secretary of State shall, 60 days before the last day for

 filing each annual list required by subsection 1, cause to be

 mailed to each foreign limited partnership, which is required to

 comply with the provisions of sections 132 to 139, inclusive, of

 this act, and which has not become delinquent, the blank forms to

 be completed and filed with him. Failure of any foreign limited

 partnership to receive the forms does not excuse it from the

 penalty imposed by the provisions of sections 132 to 139,

 inclusive, of this act.

    6.  If the list to be filed pursuant to the provisions of

 subsection 1 is defective or the fee required by subsection 3 is not

 paid, the Secretary of State may return the list for correction or

 payment.

    7.  An annual list for a foreign limited partnership not in

 default which is received by the Secretary of State more than 90

 days before its due date must be deemed an amended list for the

 previous year and does not satisfy the requirements of subsection

 1 for the year to which the due date is applicable.

    Sec. 133.  1.  At the time of submitting any list required

 pursuant to section 132 of this act, a foreign limited partnership

 that meets the criteria set forth in subsection 2 must submit:

    (a) The statement required pursuant to subsection 3,

 accompanied by a declaration under penalty of perjury attesting

 that the statement does not contain any material

 misrepresentation of fact; and

    (b) A fee of $100,000, to be distributed in the manner provided

 pursuant to subsection 4.

    2.  A foreign limited partnership must submit a statement

 pursuant to this section if the foreign limited partnership,

 including its parent and all subsidiaries:

    (a) Holds 25 percent or more of the share of the market within

 this state for any product sold or distributed by the foreign limited

 partnership within this state; and

    (b) Has had, during the previous 5-year period, a total of five

 or more investigations commenced against the foreign limited

 partnership, its parent or its subsidiaries in any jurisdiction

 within the United States, including all state and federal

 investigations:


        (1) Which concern any alleged contract, combination or

conspiracy in restraint of trade, as described in subsection 1 of

 NRS 598A.060, or which concern similar activities prohibited by a

 substantially similar law of another jurisdiction; and

        (2) Which resulted in the foreign limited partnership being

 fined or otherwise penalized or which resulted in the foreign

 limited partnership being required to divest any holdings or being

 unable to acquire any holdings as a condition for the settlement,

 dismissal or resolution of those investigations.

    3.  A foreign limited partnership that meets the criteria set

 forth in subsection 2 shall submit a statement which includes the

 following information with respect to each investigation:

    (a) The jurisdiction in which the investigation was commenced.

    (b) A summary of the nature of the investigation and the facts

 and circumstances surrounding the investigation.

    (c) If the investigation resulted in criminal or civil litigation, a

 copy of all pleadings filed in the investigation by any party to the

 litigation.

    (d) A summary of the outcome of the investigation, including

 specific information concerning whether any fine or penalty was

 imposed against the foreign limited partnership and whether the

 foreign limited partnership was required to divest any holdings or

 was unable to acquire any holdings as a condition for the

 settlement, dismissal or resolution of the investigation.

    4.  The fee collected pursuant to subsection 1 must be

 deposited in the Attorney General’s Administration Budget

 Account and used solely for the purpose of investigating any

 alleged contract, combination or conspiracy in restraint of trade,

 as described in subsection 1 of NRS 598A.060.

    Sec. 134.  If a foreign limited partnership has filed the initial

 or annual list in compliance with section 132 of this act and has

 paid the appropriate fee for the filing, the cancelled check or

 other proof of payment received by the foreign limited partnership

 constitutes a certificate authorizing it to transact its business

 within this state until the last day of the month in which the

 anniversary of its qualification to transact business occurs in the

 next succeeding calendar year.

    Sec. 135.  1.  Each list required to be filed under the

 provisions of sections 132 to 139, inclusive, of this act must, after

 the name of each managing partner listed thereon, set forth the

 address, either residence or business, of each managing partner.

    2.  If the addresses are not stated for each person on any list

 offered for filing, the Secretary of State may refuse to file the list,

 and the foreign limited partnership for which the list has been

 offered for filing is subject to all the provisions of sections 132 to

 139, inclusive, of this act relating to failure to file the list within

 or


at the times therein specified, unless a list is subsequently

submitted for filing which conforms to the provisions of this

 section.

    Sec. 136.  1.  Each foreign limited partnership which is

 required to make a filing and pay the fee prescribed in sections

 132 to 139, inclusive, of this act and which refuses or neglects to

 do so within the time provided is in default.

    2.  For default there must be added to the amount of the fee a

 penalty of $75, and unless the filing is made and the fee and

 penalty are paid on or before the last day of the month in which

 the anniversary date of the foreign limited partnership occurs, the

 defaulting foreign limited partnership by reason of its default

 forfeits its right to transact any business within this state. The fee

 and penalty must be collected as provided in this chapter.

    Sec. 137.  1.  The Secretary of State shall notify, by

 providing written notice to its resident agent, each foreign limited

 partnership deemed in default pursuant to section 136 of this act.

 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 resident agent, may be provided

 electronically.

    2.  Immediately after the last day of the month in which the

 anniversary date of the filing of the certificate of limited

 partnership occurs, the Secretary of State shall compile a

 complete list containing the names of all foreign limited

 partnerships whose right to transact business has been forfeited.

    3.  The Secretary of State shall notify, by providing written

 notice to its resident agent, each foreign limited partnership

 specified in subsection 2 of the forfeiture of its right to transact

 business. 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 resident agent, may be provided

 electronically.

    Sec. 138.  1.  Except as otherwise provided in subsections 3

 and 4, the Secretary of State shall reinstate a foreign limited

 partnership which has forfeited or which forfeits its right to

 transact business under the provisions of this chapter and shall

 restore to the foreign limited partnership its right to transact

 business in this state, and to exercise its privileges and

 immunities, if it:

    (a) Files with the Secretary of State:

        (1) The list required by section 132 of this act;

        (2) The statement required by section 133 of this act, if

 applicable; and


        (3) A certificate of acceptance of appointment signed by its

resident agent; and

    (b) Pays to the Secretary of State:

        (1) The filing fee and penalty set forth in sections 132 and

 136 of this act for each year or portion thereof that its right to

 transact business was forfeited;

        (2) The fee set forth in section 133 of this act, if applicable;

 and

        (3) A fee of $300 for reinstatement.

    2.  When the Secretary of State reinstates the foreign limited

 partnership, he shall issue to the foreign limited partnership a

 certificate of reinstatement if the foreign limited partnership:

    (a) Requests a certificate of reinstatement; and

    (b) Pays the required fees pursuant to NRS 88.415.

    3.  The Secretary of State shall not order a reinstatement

 unless all delinquent fees and penalties have been paid and the

 revocation of the right to transact business occurred only by

 reason of failure to pay the fees and penalties.

    4.  If the right of a foreign limited partnership to transact

 business in this state has been forfeited pursuant to the provisions

 of this chapter and has remained forfeited for a period of 5

 consecutive years, the right is not subject to reinstatement.

    Sec. 139.  1.  Except as otherwise provided in subsection 2, if

 a foreign limited partnership applies to reinstate its certificate of

 registration and its name has been legally reserved or acquired by

 another artificial person formed, organized, registered or

 qualified pursuant to the provisions of this title whose name is on

 file with the Office of the Secretary of State or reserved in the

 Office of the Secretary of State pursuant to the provisions of this

 title, the foreign limited partnership must in its application for

 reinstatement submit in writing to the Secretary of State some

 other name under which it desires its existence to be reinstated. If

 that name is distinguishable from all other names reserved or

 otherwise on file, the Secretary of State shall reinstate the foreign

 limited partnership under that new name.

    2.  If the applying foreign limited partnership submits the

 written, acknowledged consent of the artificial person having a

 name, or the person who has reserved a name, which is not

 distinguishable from the old name of the applying foreign limited

 partnership or a new name it has submitted, it may be reinstated

 under that name.

    3.  For the purposes of this section, a proposed name is not

 distinguishable from a name on file or reserved solely because

 one or the other contains distinctive lettering, a distinctive mark,

 a trademark or a trade name, or any combination thereof.


    4.  The Secretary of State may adopt regulations that interpret

the requirements of this section.

    Sec. 140.  NRS 88.315 is hereby amended to read as follows:

    88.315  As used in this chapter, unless the context otherwise

 requires:

    1.  “Certificate of limited partnership” means the certificate

 referred to in NRS 88.350, and the certificate as amended or

 restated.

    2.  “Contribution” means any cash, property, services rendered,

 or a promissory note or other binding obligation to contribute cash

 or property or to perform services, which a partner contributes to a

 limited partnership in his capacity as a partner.

    3.  “Event of withdrawal of a general partner” means an event

 that causes a person to cease to be a general partner as provided in

 NRS 88.450.

    4.  “Foreign limited partnership” means a partnership formed

 under the laws of any state other than this state and having as

 partners one or more general partners and one or more limited

 partners.

    5.  “Foreign registered limited-liability limited partnership”

 means a foreign limited-liability limited partnership:

    (a) Formed pursuant to an agreement governed by the laws of

 another state; and

    (b) Registered pursuant to and complying with NRS 88.570 to

 88.605, inclusive, and section 130 of this act.

    6.  “General partner” means a person who has been admitted to

 a limited partnership as a general partner in accordance with the

 partnership agreement and named in the certificate of limited

 partnership as a general partner.

    [6.] 7.  “Limited partner” means a person who has been

 admitted to a limited partnership as a limited partner in accordance

 with the partnership agreement.

    [7.] 8.  “Limited partnership” and “domestic limited

 partnership” mean a partnership formed by two or more persons

 under the laws of this state and having one or more general partners

 and one or more limited partners.

    [8.] 9.  “Partner” means a limited or general partner.

    [9.] 10.  “Partnership agreement” means any valid agreement,

 written or oral, of the partners as to the affairs of a limited

 partnership and the conduct of its business.

    [10.] 11.  “Partnership interest” means a partner’s share of the

 profits and losses of a limited partnership and the right to receive

 distributions of partnership assets.

    [11.] 12.  “Registered limited-liability limited partnership”

 means a limited partnership:


    (a) Formed pursuant to an agreement governed by this

chapter; and

    (b) Registered pursuant to and complying with NRS 88.350 to

 88.415, inclusive, and sections 122 to 125, inclusive, of this act.

    13.  “Registered office” means the office maintained at the

 street address of the resident agent.

    [12.] 14.  “Resident agent” means the agent appointed by the

 limited partnership upon whom process or a notice or demand

 authorized by law to be served upon the limited partnership may be

 served.

    [13.] 15.  “Sign” means to affix a signature to a document.

    [14.] 16.  “Signature” means a name, word or mark executed or

 adopted by a person with the present intention to authenticate a

 document. The term includes, without limitation, an electronic

 signature as defined in NRS 719.100.

    [15.] 17.  “State” means a state, territory or possession of the

 United States, the District of Columbia or the Commonwealth of

 Puerto Rico.

    [16.] 18.  “Street address” of a resident agent means the actual

 physical location in this state at which a resident is available for

 service of process.

    Sec. 141.  NRS 88.320 is hereby amended to read as follows:

    88.320  1.  [The] Except as otherwise provided in section 124

 of this act, the name proposed for a limited partnership as set forth

 in its certificate of limited partnership:

    (a) Must contain the words “Limited Partnership,” or the

 abbreviation “LP” or “L.P.” ;

    (b) May not contain the name of a limited partner unless:

        (1) It is also the name of a general partner or the corporate

 name of a corporate general partner; or

        (2) The business of the limited partnership had been carried

 on under that name before the admission of that limited partner; and

    (c) 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 the name on the certificate

 of limited partnership submitted to the Secretary of State is not

 distinguishable from any name on file or reserved name, the

 Secretary of State shall return the certificate to the filer, unless

the written, acknowledged consent to the use of the same or the

 requested similar name of the holder of the name on file or reserved

 name accompanies the certificate of limited partnership.

    2.  For the purposes of this section, a proposed name is not

 distinguished 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.] thereof.

    3.  The Secretary of State shall not accept for filing any

 certificate of limited partnership for any limited partnership

 formed or existing pursuant to the laws of this state which

 provides that the name of the limited partnership contains the

 word “accountant,” “accounting,” “accountancy,” “auditor” or

 “auditing” unless the Nevada State Board of Accountancy

 certifies that the limited partnership:

    (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 limited

 partnership is not engaged in the practice of accounting and is

 not offering to practice accounting in this state.

    4.  The Secretary of State shall not accept for filing any

 certificate of limited partnership for any limited partnership

 formed or existing pursuant to the laws of this state which

 provides that the name of the limited partnership contains the

 word “bank” or “trust” unless:

    (a) It appears from the certificate of limited partnership that

 the limited partnership 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 certificate of limited partnership is first approved by

 the Commissioner of Financial Institutions.

    5.  The Secretary of State shall not accept for filing any

 certificate of limited partnership for any limited partnership

 formed or existing pursuant to the provisions of this chapter if it

 appears from the certificate of limited partnership that the

 business to be carried on by the limited partnership is subject to

 supervision by the Commissioner of Insurance or by the

 Commissioner of Financial Institutions, unless the certificate of

 limited partnership is approved by the Commissioner who will

 supervise the business of the limited partnership.

    6.  Except as otherwise provided in subsection 5, the Secretary

 of State shall not accept for filing any certificate of limited

 partnership for any limited partnership formed or existing

 pursuant to the laws of this state which provides that the name of

 the limited partnership 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 limited partnership

 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 limited partnership is exempt from the

 prohibitions of NRS 625.520.

    7.  The Secretary of State shall not accept for filing any

 certificate of limited partnership for any limited partnership

 formed or existing pursuant to the laws of this state which

 provides that the name of the limited partnership contains the

 words “unit-owners’ association” or “homeowners’ association”

 or if it appears in the certificate of limited partnership that the

 purpose of the limited partnership 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 limited partnership 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.

    8.  The name of a limited partnership whose right to transact

 business has been forfeited, 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.] 9.  The Secretary of State may adopt regulations that

 interpret the requirements of this section.

    Sec. 142.  NRS 88.327 is hereby amended to read as follows:

    88.327  1.  Except as otherwise provided in subsection 2, if a

 limited partnership applies to reinstate its right to transact business

 but its name has been legally reserved or acquired by any other

 artificial person formed, organized, registered or qualified pursuant

 to the provisions of this title whose name is on file with the Office

 of the Secretary of State or reserved in the Office of the Secretary

 of State pursuant to the provisions of this title, the applying limited

 partnership shall submit in writing to the Secretary of State some

 other name under which it desires its right to be reinstated. If that

 name is distinguishable from all other names reserved or otherwise

 on file, the Secretary of State shall [issue to the applying] reinstate

 the limited partnership [a certificate of reinstatement] under that

 new name.

    2.  If the applying limited partnership submits the written,

 acknowledged consent of the other artificial person having the

 name, or the person who has reserved the name, that is not

 distinguishable from the old name of the applying limited

 partnership or a new name it has submitted, it may be reinstated

 under that name.

    3.  For the purposes of this section, 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.] thereof.

    4.  The Secretary of State may adopt regulations that interpret

 the requirements of this section.

    Sec. 143.  NRS 88.331 is hereby amended to read as follows:

    88.331  1.  If a limited partnership created pursuant to this

 chapter desires to change its resident agent, the change may be

 effected by filing with the Secretary of State a certificate of change

 [,] of resident agent, signed by a general partner, which sets forth:

    (a) The name of the limited partnership;

    (b) The name and street address of its present resident agent; and

    (c) The name and street address of the new resident agent.

    2.  The new resident agent’s certificate of acceptance must be a

 part of or attached to the certificate of change [.

    3.  The] of resident agent.

    3.  If the name of a resident agent is changed as a result of a

 merger, conversion, exchange, sale, reorganization or

 amendment, the resident agent shall:

    (a) File with the Secretary of State a certificate of name

 change of resident agent that includes:

        (1) The current name of the resident agent as filed with the

 Secretary of State;

        (2) The new name of the resident agent; and

        (3) The name and file number of each artificial person

 formed, organized, registered or qualified pursuant to the

 provisions of this title that the resident agent represents; and

    (b) Pay to the Secretary of State a filing fee of $100.

    4.  A change authorized by this section becomes effective upon

 the filing of the proper certificate of change.

    Sec. 144.  NRS 88.332 is hereby amended to read as follows:

    88.332  1.  [Any person who has been designated by a limited

 partnership as its] A resident agent [and who thereafter] who desires

 to resign shall [file] :

    (a) File with the Secretary of State a signed statement in the

 manner provided pursuant to subsection 1 of NRS 78.097 that he

 is unwilling to continue to act as the resident agent of the limited

 partnership [.] for the service of process; and

    (b) Pay to the Secretary of State the filing fee set forth in

 subsection 1 of NRS 78.097.

A resignation is not effective until the signed statement is filed with

 the Secretary of State.

    2.  The statement of resignation may contain a statement by the

 affected limited partnership appointing a successor resident agent

 for the limited partnership. A certificate of acceptance executed by

 the new agent, stating the full name, complete street address and, if


different from the street address, mailing address of the new agent,

must accompany the statement appointing the new agent.

    [2.] 3.  Upon the filing of the statement with the Secretary of

 State , the capacity of the person as resident agent terminates. If the

 statement of resignation does not contain a statement by the limited

 partnership appointing a successor resident agent, the resigning

 agent shall immediately give written notice, by mail, to the limited

 partnership of the filing of the statement and the effect thereof. The

 notice must be addressed to a general partner of the partnership

 other than the resident agent.

    [3.] 4.  If a designated resident agent dies, resigns or removes

 from the State, the limited partnership, within 30 days thereafter,

 shall file with the Secretary of State a certificate of acceptance,

 executed by the new resident agent. The certificate must set forth

 the full name, complete street address and, if different from the

 street address, mailing address of the newly designated resident

 agent.

    [4.] 5.  Each limited partnership which fails to file a certificate

 of acceptance executed by the new resident agent within 30 days

 after the death, resignation or removal of its resident agent as

 provided in subsection [3] 4 shall be deemed in default and is

 subject to the provisions of NRS 88.400 and 88.405.

    Sec. 145.  NRS 88.335 is hereby amended to read as follows:

    88.335  1.  A limited partnership shall keep at the office

 referred to in paragraph (a) of subsection 1 of NRS 88.330 the

 following:

    (a) A current list of the full name and last known business

 address of each partner , separately identifying the general partners

 in alphabetical order and the limited partners in alphabetical order;

    (b) A copy of the certificate of limited partnership and all

 certificates of amendment thereto, together with executed copies of

 any powers of attorney pursuant to which any certificate has been

 executed;

    (c) Copies of the limited partnership’s federal, state, and local

 income tax returns and reports, if any, for the 3 most recent years;

    (d) Copies of any then effective written partnership agreements

 [and] ;

    (e) Copies of any financial statements of the limited partnership

 for the 3 most recent years; and

    [(e)] (f) Unless contained in a written partnership agreement, a

 writing setting out:

        (1) The amount of cash and a description and statement of

 the agreed value of the other property or services contributed by

 each partner and which each partner has agreed to contribute;


        (2) The times at which or events on the happening of which

any additional contributions agreed to be made by each partner are

 to be made;

        (3) Any right of a partner to receive, or of a general partner

 to make, distributions to a partner which include a return of all or

 any part of the partner’s contribution; and

        (4) Any events upon the happening of which the limited

 partnership is to be dissolved and its affairs wound up.

    2.  In lieu of keeping at an office in this state the information

 required in paragraphs (a), (c), (e) and (f) of subsection 1, the

 limited partnership may keep a statement with the resident agent

 setting out the name of the custodian of the information required

 in paragraphs (a), (c), (e) and (f) of subsection 1, and the present

 and complete post office address, including street and number, if

 any, where the information required in paragraphs (a), (c), (e)

 and (f) of subsection 1 is kept.

    3.  Records kept pursuant to this section are subject to

 inspection and copying at the reasonable request, and at the

 expense, of any partner during ordinary business hours.

    Sec. 146.  NRS 88.339 is hereby amended to read as follows:

    88.339  1.  A limited partnership may correct a document filed

 by the Secretary of State with respect to the limited partnership if

 the document contains an inaccurate record of a partnership action

 described in the document or was defectively executed, attested,

 sealed, verified or acknowledged.

    2.  To correct a document, the limited partnership must:

    (a) Prepare a certificate of correction that:

        (1) States the name of the limited partnership;

        (2) Describes the document, including, without limitation, its

 filing date;

        (3) Specifies the inaccuracy or defect;

        (4) Sets forth the inaccurate or defective portion of the

 document in an accurate or corrected form; and

        (5) Is signed by a general partner of the limited partnership.

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

    (c) Pay a filing fee of [$150] $175 to the Secretary of State.

    3.  A certificate of correction is effective on the effective date

 of the document it corrects except as to persons relying on the

 uncorrected document and adversely affected by the correction. As

 to those persons, the certificate is effective when filed.

    Sec. 147.  NRS 88.340 is hereby amended to read as follows:

    88.340  The Secretary of State may microfilm or image any

 document which is filed in his office by or relating to a limited

 partnership pursuant to this chapter and may return the original

 document to the filer.


    Sec. 148.  NRS 88.350 is hereby amended to read as follows:

    88.350  1.  In order to form a limited partnership, a certificate

 of limited partnership must be executed and filed in the Office of

 the Secretary of State. The certificate must set forth:

    (a) The name of the limited partnership;

    (b) The address of the office which contains records and the

 name and address of the resident agent required to be maintained by

 NRS 88.330;

    (c) The name and [the] business address of each [general

 partner;] organizer executing the certificate;

    (d) The name and business address of each initial general

 partner;

    (e) The latest date upon which the limited partnership is to

 dissolve; and

    [(e)] (f) Any other matters the [general partners] organizers

 determine to include therein.

    2.  A certificate of acceptance of appointment of a resident

 agent, executed by the agent, must be filed with the certificate of

 limited partnership.

    3.  A limited partnership is formed at the time of the filing of

 the certificate of limited partnership and the certificate of

 acceptance in the Office of the Secretary of State or at any later

 time specified in the certificate of limited partnership if, in either

 case, there has been substantial compliance with the requirements

 of this section.

    Sec. 149.  NRS 88.360 is hereby amended to read as follows:

    88.360  A certificate of limited partnership must be cancelled

 upon the dissolution and the commencement of winding up of the

 partnership or at any other time there are no limited partners. A

 certificate of cancellation must be filed in the Office of the

 Secretary of State and set forth:

    1.  The name of the limited partnership;

    2.  [The date of filing of its certificate of limited partnership;

    3.]  The reason for filing the certificate of cancellation;

    [4.] 3.  The effective date, which must be a date certain, of

 cancellation if it is not to be effective upon the filing of the

 certificate; and

    [5.] 4.  Any other information the general partners filing the

 certificate determine.

    Sec. 150.  NRS 88.395 is hereby amended to read as follows:

    88.395  1.  A limited partnership shall, on or before the [first]

 last day of the [second] first month after the filing of its certificate

 of limited partnership with the Secretary of State, and annually

 thereafter on or before the last day of the month in which the

 anniversary date of the filing of its certificate of limited partnership

 occurs, file with the Secretary of State, on a form furnished by him,

 a list that contains:


    (a) The name of the limited partnership;

    (b) The file number of the limited partnership, if known;

    (c) The names of all of its general partners;

    (d) The [mailing or street] address, either residence or business,

 of each general partner;

    (e) The name and [street] address of the lawfully designated

 resident agent of the limited partnership; and

    (f) The signature of a general partner of the limited partnership

 certifying that the list is true, complete and accurate.

Each list filed pursuant to this subsection must be accompanied by a

 declaration under penalty of perjury that the limited partnership has

 complied with the provisions of chapter 364A of NRS [.

    2.  Upon] and which acknowledges that pursuant to NRS

 239.330 it is a category C felony to knowingly offer any false or

 forged instrument for filing in the Office of the Secretary of State.

    2.  Except as otherwise provided in subsection 3, a limited

 partnership shall, upon filing:

    (a) The initial list required by subsection 1, [the limited

 partnership shall] pay to the Secretary of State a fee of [$165.]

 $125.

    (b) Each annual list required by subsection 1, [the limited

 partnership shall] pay to the Secretary of State a fee of [$85.] $125.

    3.  A registered limited-liability limited partnership shall,

 upon filing:

    (a) The initial list required by subsection 1, pay to the

 Secretary of State a fee of $125.

    (b) Each annual list required by subsection 1, pay to the

 Secretary of State a fee of $175.

    4.  If a general partner of a limited partnership resigns and

 the resignation is not made in conjunction with the filing of an

 annual or amended list of general partners, the limited

 partnership shall pay to the Secretary of State a fee of $75 to file

 the resignation of the general partner.

    5.  The Secretary of State shall, 60 days before the last day for

 filing each annual list required by subsection 1, cause to be mailed

 to each limited partnership which is required to comply with the

 provisions of this section , and which has not become delinquent , a

 notice of the fee due pursuant to the provisions of subsection 2 or 3,

 as appropriate, and a reminder to file the annual list. Failure of any

 limited partnership to receive a notice or form does not excuse it

 from the penalty imposed by NRS 88.400.

    [4.] 6.  If the list to be filed pursuant to the provisions of

 subsection 1 is defective or the fee required by subsection 2 or 3 is

 not paid, the Secretary of State may return the list for correction or

 payment.

    [5.] 7.  An annual list for a limited partnership not in default

 that is received by the Secretary of State more than [60] 90 days


before its due date shall be deemed an amended list for the previous

year and does not satisfy the requirements of subsection 1 for the

 year to which the due date is applicable.

    [6.] 8.  A filing made pursuant to this section does not satisfy

 the provisions of NRS 88.355 and may not be substituted for filings

 submitted pursuant to NRS 88.355.

    Sec. 151.  NRS 88.400 is hereby amended to read as follows:

    88.400  1.  If a limited partnership has filed the list in

 compliance with NRS 88.395 and has paid the appropriate fee for

 the filing, the cancelled check or other proof of payment received

 by the limited partnership constitutes a certificate authorizing it to

 transact its business within this state until the anniversary date of

 the filing of its certificate of limited partnership in the next

 succeeding calendar year. [If the limited partnership desires a

 formal certificate upon its payment of the annual fee, its payment

 must be accompanied by a self-addressed, stamped envelope.]

    2.  Each limited partnership which is required to make a filing

 and pay the fee prescribed in NRS 88.395 and section 122 of this

 act and which refuses or neglects to [file the list and pay the fee] do

 so within the time provided is in default.

    3.  Upon notification from the Administrator of the Real

 Estate Division of the Department of Business and Industry that a

 limited partnership which is a unit-owners’ association as defined

 in NRS 116.110315 has failed to register pursuant to NRS

 116.31158 or failed to pay the fees pursuant to NRS 116.31155,

 the Secretary of State shall deem the limited partnership to be in

 default. If, after the limited partnership is deemed to be in default,

 the Administrator notifies the Secretary of State that the limited

 partnership has registered pursuant to NRS 116.31158 and paid

 the fees pursuant to NRS 116.31155, the Secretary of State shall

 reinstate the limited partnership if the limited partnership

 complies with the requirements for reinstatement as provided in

 this section and NRS 88.410.

    4.  For default there must be added to the amount of the fee a

 penalty of [$50,] $75 and unless the filings are made and the fee

 and penalty are paid on or before the first day of the first

 anniversary of the month following the month in which filing was

 required, the defaulting limited partnership, by reason of its default,

 forfeits its right to transact any business within this state.

    Sec. 152.  NRS 88.405 is hereby amended to read as follows:

    88.405  1.  The Secretary of State shall notify, by [letter

 addressed] providing written notice to its resident agent, each

 defaulting limited partnership. The written notice [must be

 accompanied by] :

    (a) Must include a statement indicating the amount of the filing

 fee, penalties incurred and costs remaining unpaid.


    (b) At the request of the resident agent, may be provided

electronically.

    2.  Immediately after the first day of the first anniversary of the

 month following the month in which filing was required, the

 certificate of the limited partnership is revoked.

    3.  The Secretary of State shall compile a complete list

 containing the names of all limited partnerships whose right to [do]

 transact business has been forfeited.

    4.  The Secretary of State shall notify, by [letter addressed]

 providing written notice to its resident agent, each limited

 partnership specified in subsection 3 of the revocation of its

 certificate. The written notice [must be accompanied by] :

    (a) Must include a statement indicating the amount of the filing

 fee, penalties incurred and costs remaining unpaid.

    [3.] (b) At the request of the resident agent, may be provided

 electronically.

    5.  In case of revocation of the certificate and of the forfeiture

 of the right to transact business thereunder, all the property and

 assets of the defaulting domestic limited partnership are held in

 trust by the general partners, and the same proceedings may be had

 with respect thereto as for the judicial dissolution of a limited

 partnership. Any person interested may institute proceedings at any

 time after a forfeiture has been declared, but if the Secretary of

 State reinstates the limited partnership , the proceedings must at

 once be dismissed and all property restored to the general partners.

    Sec. 153.  NRS 88.410 is hereby amended to read as follows:

    88.410  1.  Except as otherwise provided in subsections 3 and

 4, the Secretary of State [may:

    (a) Reinstate] shall reinstate any limited partnership which has

 forfeited or which forfeits its right to transact business[; and

    (b) Restore] under the provisions of this chapter and restore to

 the limited partnership its right to carry on business in this state,

 and to exercise its privileges and immunities[,

upon the filing] if it:

    (a) Files with the Secretary of State [of the] :

        (1) The list required pursuant to NRS 88.395[, and upon

 payment] ;

        (2) The statement required by section 122 of this act, if

 applicable; and

        (3) A certificate of acceptance of appointment signed by its

 resident agent; and

    (b) Pays to the Secretary of State [of the] :

        (1) The filing fee and penalty set forth in NRS 88.395 and

 88.400 for each year or portion thereof during which the certificate

 has been revoked [, and a] ;


        (2) The fee set forth in section 122 of this act, if applicable;

and

        (3) A fee of [$200] $300 for reinstatement.

    2.  When [payment is made and] the Secretary of State

 reinstates the limited partnership , [to its former rights,] he shall [:

    (a) Immediately issue and deliver to the limited partnership a

 certificate of reinstatement authorizing it to transact business as if

 the filing fee had been paid when due; and

    (b) Upon demand,] issue to the limited partnership [one or more

 certified copies of the] a certificate of reinstatement [.] if the

 limited partnership:

    (a) Requests a certificate of reinstatement; and

    (b) Pays the required fees pursuant to NRS 88.415.

    3.  The Secretary of State shall not order a reinstatement unless

 all delinquent fees and penalties have been paid, and the revocation

 occurred only by reason of failure to pay the fees and penalties.

    4.  If a limited partnership’s certificate has been revoked

 pursuant to the provisions of this chapter and has remained revoked

 for a period of 5 years, the certificate must not be reinstated.

    Sec. 154.  NRS 88.415 is hereby amended to read as follows:

    88.415  The Secretary of State, for services relating to his

 official duties and the records of his office, shall charge and collect

 the following fees:

    1.  For filing a certificate of limited partnership, or for

 registering a foreign limited partnership, [$175.] $75.

    2.  For filing a certificate of registration of limited-liability

 limited partnership, or for registering a foreign registered limited

-liability limited partnership, $100.

    3.  For filing a certificate of amendment of limited partnership

 or restated certificate of limited partnership, [$150.

    3.] $175.

    4.  For filing a certificate of a change of location of the records

 office of a limited partnership or the office of its resident agent, or a

 designation of a new resident agent, [$30.

    4.] $60.

    5.  For certifying a certificate of limited partnership, an

 amendment to the certificate, or a certificate as amended where a

 copy is provided, [$20] $30 per certification.

    [5.] 6.  For certifying an authorized printed copy of the limited

 partnership law, [$20.

    6.] $30.

    7.  For reserving a limited partnership name, or for executing,

 filing or certifying any other document, [$20.

    7.] $25.

    8.  For copies made at the Office of the Secretary of State, [$1]

 $2 per page.


    [8.] 9.  For filing a certificate of cancellation of a limited

partnership, [$60.] $75.

Except as otherwise provided in this section, the fees set forth in

 NRS 78.785 apply to this chapter.

    Sec. 155.  NRS 88.535 is hereby amended to read as follows:

    88.535  1.  On application to a court of competent jurisdiction

 by any judgment creditor of a partner, the court may charge the

 partnership interest of the partner with payment of the unsatisfied

 amount of the judgment with interest. To the extent so charged, the

 judgment creditor has only the rights of an assignee of the

 partnership interest.

    2.  [The court may appoint a receiver of the share of the

 distributions due or to become due to the judgment debtor in

 respect of the partnership. The receiver has only the rights of an

 assignee. The court may make all other orders, directions, accounts

 and inquiries that the judgment debtor might have made or which

 the circumstances of the case may require.

    3.  A charging order constitutes a lien on the partnership

 interest of the judgment debtor. The court may order a foreclosure

 of the partnership interest subject to the charging order at any time.

 The purchaser at the foreclosure sale has only the rights of an

 assignee.

    4.  Unless otherwise provided in the articles of organization or

 operating agreement, at any time before foreclosure, a partnership

 interest charged may be redeemed:

    (a) By the judgment debtor;

    (b) With property other than property of the limited partnership,

 by one or more of the other partners; or

    (c) By the limited partnership with the consent of all of the

 partners whose interests are not so charged.

    5.]  This section [provides] :

    (a) Provides the exclusive remedy by which a judgment creditor

 of a partner or an assignee of a partner may satisfy a judgment out

 of the partnership interest of the judgment debtor.

    [6.  No creditor of a partner has any right to obtain possession

 of, or otherwise exercise legal or equitable remedies with respect to,

 the property of the limited partnership.

    7.  This section does]

    (b) Does not deprive any partner of the benefit of any exemption

 laws applicable to his partnership interest.

    Sec. 156.  NRS 88.585 is hereby amended to read as follows:

    88.585  [A] Except as otherwise provided in section 130 of this

 act, a foreign limited partnership may register with the Secretary of

 State under any name, whether or not it is the name under which it

 is registered in its state of organization, that includes without


abbreviation the words “limited partnership” and that could be

registered by a domestic limited partnership.

    Sec. 157.  NRS 88.595 is hereby amended to read as follows:

    88.595  A foreign limited partnership may cancel its

 registration by filing with the Secretary of State a certificate of

 cancellation signed by a general partner. The certificate must set

 forth:

    1.  The name of the foreign limited partnership;

    2.  [The date upon which its certificate of registration was filed;

    3.]  The reason for filing the certificate of cancellation;

    [4.] 3.  The effective date of the cancellation if other than the

 date of the filing of the certificate of cancellation; and

    [5.] 4.  Any other information deemed necessary by the general

 partners of the partnership.

A cancellation does not terminate the authority of the Secretary of

 State to accept service of process on the foreign limited partnership

 with respect to causes of action arising out of the transactions of

 business in this state.

    Sec. 158.  Chapter 88A of NRS is hereby amended by adding

 thereto the provisions set forth as sections 159 to 166, inclusive, of

 this act.

    Sec. 159.  1.  Each document 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 document which

 does not comply with subsection 1 or which does not contain all

 of the information required by statute for filing the document.

    3.  If the provisions of the form prescribed by the Secretary of

 State conflict with the provisions of any document 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 document in order for the document to be filed; and

    (b) Unless otherwise provided in the document, the provisions

 of the document control in every other situation.

    4.  The Secretary of State may by regulation provide for the

 electronic filing of documents with the Office of the Secretary of

 State.

    Sec. 160.  1.  Each foreign business trust doing business in

 this state shall, on or before the last day of the first month after

 the filing of its application for registration as a foreign business

 trust with the Secretary of State, and annually thereafter on or

 before the last day of the month in which the anniversary date of

 its qualification to do business in this state occurs in each year,

 file with the Secretary of State a list, on a form furnished by him,

 that contains:


    (a) The name of the foreign business trust;

    (b) The file number of the foreign business trust, if known;

    (c) The name of at least one of its trustees;

    (d) The address, either residence or business, of the trustee

 listed pursuant to paragraph (c);

    (e) The name and address of its lawfully designated resident

 agent in this state; and

    (f) The signature of a trustee of the foreign business trust

 certifying that the list is true, complete and accurate.

    2.  Each list required to be filed pursuant to this section must

 be accompanied by a declaration under penalty of perjury that the

 foreign business trust:

    (a) Has complied with the provisions of chapter 364A of NRS;

 and

    (b) Acknowledges that pursuant to NRS 239.330 it is a

 category C felony to knowingly offer any false or forged

 instrument for filing in the Office of the Secretary of State.

    3.  Upon filing:

    (a) The initial list required by this section, the foreign business

 trust shall pay to the Secretary of State a fee of $125.

    (b) Each annual list required by this section, the foreign

 business trust shall pay to the Secretary of State a fee of $125.

    4.  If a trustee of a foreign business trust resigns and the

 resignation is not made in conjunction with the filing of an

 annual or amended list of trustees, the foreign business trust shall

 pay to the Secretary of State a fee of $75 to file the resignation of

 the trustee.

    5.  The Secretary of State shall, 60 days before the last day for

 filing each annual list required by subsection 1, cause to be

 mailed to each foreign business trust which is required to comply

 with the provisions of sections 160 to 166, inclusive, of this act,

 and which has not become delinquent, the blank forms to be

 completed and filed with him. Failure of any foreign business

 trust to receive the forms does not excuse it from the penalty

 imposed by the provisions of sections 160 to 166, inclusive, of this

 act.

    6.  If the list to be filed pursuant to the provisions of

 subsection 1 is defective or the fee required by subsection 3 is not

 paid, the Secretary of State may return the list for correction or

 payment.

    7.  An annual list for a foreign business trust not in default

 which is received by the Secretary of State more than 90 days

 before its due date must be deemed an amended list for the

 previous year and does not satisfy the requirements of subsection

 1 for the year to which the due date is applicable.

    Sec. 161.  If a foreign business trust has filed the initial or

 annual list in compliance with section 160 of this act and has paid


the appropriate fee for the filing, the cancelled check or other

proof of payment received by the foreign business trust constitutes

 a certificate authorizing it to transact its business within this state

 until the last day of the month in which the anniversary of its

 qualification to transact business occurs in the next succeeding

 calendar year.

    Sec. 162.  1.  Each list required to be filed under the

 provisions of sections 160 to 166, inclusive, of this act must, after

 the name of each trustee listed thereon, set forth the address,

 either residence or business, of each trustee.

    2.  If the addresses are not stated for each person on any list

 offered for filing, the Secretary of State may refuse to file the list,

 and the foreign business trust for which the list has been offered

 for filing is subject to all the provisions of sections 160 to 166,

 inclusive, of this act relating to failure to file the list within or at

 the times therein specified, unless a list is subsequently submitted

 for filing which conforms to the provisions of this section.

    Sec. 163.  1.  Each foreign business trust which is required

 to make a filing and pay the fee prescribed in sections 160 to 166,

 inclusive, of this act and which refuses or neglects to do so within

 the time provided is in default.

    2.  For default there must be added to the amount of the fee a

 penalty of $75, and unless the filing is made and the fee and

 penalty are paid on or before the last day of the month in which

 the anniversary date of the foreign business trust occurs, the

 defaulting foreign business trust by reason of its default forfeits

 its right to transact any business within this state. The fee and

 penalty must be collected as provided in this chapter.

    Sec. 164.  1.  The Secretary of State shall notify, by

 providing written notice to its resident agent, each foreign

 business trust deemed in default pursuant to section 163 of this

 act. 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 resident agent, may be provided

 electronically.

    2.  Immediately after the last day of the month in which the

 anniversary date of the filing of the certificate of trust occurs,

the Secretary of State shall compile a complete list containing the

 names of all foreign business trusts whose right to transact

 business has been forfeited.

    3.  The Secretary of State shall notify, by providing written

 notice to its resident agent, each foreign business trust specified

 in subsection 2 of the forfeiture of its right to transact business.

 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 resident agent, may be provided

 electronically.

    Sec. 165.  1.  Except as otherwise provided in subsections 3

 and 4, the Secretary of State shall reinstate a foreign business

 trust which has forfeited or which forfeits its right to transact

 business under the provisions of this chapter and shall restore to

 the foreign business trust its right to transact business in this

 state, and to exercise its privileges and immunities, if it:

    (a) Files with the Secretary of State:

        (1) The list required by section 160 of this act; and

        (2) A certificate of acceptance of appointment signed by its

 resident agent; and

    (b) Pays to the Secretary of State:

        (1) The filing fee and penalty set forth in sections 160 and

 163 of this act for each year or portion thereof that its right to

 transact business was forfeited; and

        (2) A fee of $300 for reinstatement.

    2.  When the Secretary of State reinstates the foreign business

 trust, he shall issue to the foreign business trust a certificate of

 reinstatement if the foreign business trust:

    (a) Requests a certificate of reinstatement; and

    (b) Pays the required fees pursuant to NRS 88A.900.

    3.  The Secretary of State shall not order a reinstatement

 unless all delinquent fees and penalties have been paid and the

 revocation of the right to transact business occurred only by

 reason of failure to pay the fees and penalties.

    4.  If the right of a foreign business trust to transact business

 in this state has been forfeited pursuant to the provisions of this

 chapter and has remained forfeited for a period of 5 consecutive

 years, the right to transact business must not be reinstated.

    Sec. 166.  1.  Except as otherwise provided in subsection 2, if

 a foreign business trust applies to reinstate its certificate of trust

 and its name has been legally reserved or acquired by another

 artificial person formed, organized, registered or qualified

 pursuant to the provisions of this title whose name is on file with

 the Office of the Secretary of State or reserved in the Office of the

 Secretary of State pursuant to the provisions of this title, the

 foreign business trust must submit in writing in its application for

 reinstatement to the Secretary of State some other name under

 which it desires its existence to be reinstated. If that name is

 distinguishable from all other names reserved or otherwise on

 file, the Secretary of State shall reinstate the foreign business

 trust under that new name.


    2.  If the applying foreign business trust submits the written,

acknowledged consent of the artificial person having a name, or

 the person who has reserved a name, which is not distinguishable

 from the old name of the applying foreign business trust or a new

 name it has submitted, it may be reinstated under that name.

    3.  For the purposes of this section, a proposed name is not

 distinguishable from a name on file or reserved solely because

 one or the other contains distinctive lettering, a distinctive mark,

 a trademark or a trade name, or any combination thereof.

    4.  The Secretary of State may adopt regulations that interpret

 the requirements of this section.

    Sec. 167.  NRS 88A.220 is hereby amended to read as follows:

    88A.220  1.  A certificate of trust may be amended by filing

 with the Secretary of State a certificate of amendment signed by at

 least one trustee. The certificate of amendment must set forth:

    (a) The name of the business trust; and

    (b) The amendment to the certificate of trust.

    2.  A certificate of trust may be restated by integrating into a

 single instrument all the provisions of the original certificate, and

 all amendments to the certificate, which are then in effect or are to

 be made by the restatement. The restated certificate of trust must be

 so designated in its heading, must be signed by at least one trustee

 and must set forth:

    (a) The present name of the business trust [and, if the name has

 been changed, the name under which the business trust was

 originally formed;

    (b) The date of filing of the original certificate of trust;

    (c)] ;

    (b) The provisions of the original certificate of trust, and all

 amendments to the certificate, which are then in effect; and

    [(d)] (c) Any further amendments to the certificate of trust.

    3.  A certificate of trust may be amended or restated at any time

 for any purpose determined by the trustees.

    Sec. 168.  NRS 88A.420 is hereby amended to read as follows:

    88A.420  A certificate of trust must be cancelled upon the

 completion or winding up of the business trust and its termination.

 A certificate of cancellation must be signed by a trustee, filed with

 the Secretary of State, and set forth:

    1.  The name of the business trust;

    2.  [The date of filing of its certificate of trust;

    3.]  A future effective date of the certificate of cancellation, if it

 is not to be effective upon filing, which may not be more than 90

 days after the certificate is filed; and

    [4.] 3.  Any other information the trustee determines to include.


    Sec. 169.  NRS 88A.530 is hereby amended to read as follows:

    88A.530  1.  A resident agent who desires to resign shall

[file] :

    (a) File with the Secretary of State a signed statement [for each

 business trust for which] in the manner provided pursuant to

 subsection 1 of NRS 78.097 that he is unwilling to continue to act

 [.] as the resident agent of the business trust for the service of

 process; and

    (b) Pay to the Secretary of State the filing fee set forth in

 subsection 1 of NRS 78.097.

A resignation is not effective until the signed statement is [so filed.]

 filed with the Secretary of State.

    2.  The statement of resignation may contain a statement of the

 affected business trust appointing a successor resident agent. A

 certificate of acceptance executed by the new resident agent, stating

 the full name, complete street address and, if different from the

 street address, mailing address of the new resident agent, must

 accompany the statement appointing a successor resident agent.

    3.  Upon the filing of the statement of resignation with the

 Secretary of State, the capacity of the resigning person as resident

 agent terminates. If the statement of resignation contains no

 statement by the business trust appointing a successor resident

 agent, the resigning agent shall immediately give written notice, by

 mail, to the business trust of the filing of the statement of

 resignation and its effect. The notice must be addressed to a trustee

 of the business trust other than the resident agent.

    4.  If its resident agent dies, resigns or removes from the State,

 a business trust, within 30 days thereafter, shall file with the

 Secretary of State a certificate of acceptance executed by a new

 resident agent. The certificate must set forth the full name and

 complete street address of the new resident agent, and may contain

 a mailing address, such as a post office box, different from the

 street address.

    5.  A business trust that fails to file a certificate of acceptance

 executed by its new resident agent within 30 days after the death,

 resignation or removal of its former resident agent shall be deemed

 in default and is subject to the provisions of NRS 88A.630 to

 88A.660, inclusive.

    Sec. 170.  NRS 88A.540 is hereby amended to read as follows:

    88A.540  1.  If a business trust formed pursuant to this chapter

 desires to change its resident agent, the change may be effected by

 filing with the Secretary of State a certificate of change [,] of

 resident agent, signed by at least one trustee of the business trust,

 setting forth:

    (a) The name of the business trust;


    (b) The name and street address of the present resident agent;

and

    (c) The name and street address of the new resident agent.

    2.  A certificate of acceptance executed by the new resident

 agent must be a part of or attached to the certificate of change [.

    3.  The] of resident agent.

    3.  If the name of a resident agent is changed as a result of a

 merger, conversion, exchange, sale, reorganization or

 amendment, the resident agent shall:

    (a) File with the Secretary of State a certificate of name

 change of resident agent that includes:

        (1) The current name of the resident agent as filed with the

 Secretary of State;

        (2) The new name of the resident agent; and

        (3) The name and file number of each artificial person

 formed, organized, registered or qualified pursuant to the

 provisions of this title that the resident agent represents; and

    (b) Pay to the Secretary of State a filing fee of $100.

    4.  A change authorized by this section becomes effective upon

 the filing of the proper certificate of change.

    Sec. 171.  NRS 88A.600 is hereby amended to read as follows:

    88A.600  1.  A business trust formed pursuant to this chapter

 shall, on or before the [first] last day of the [second] first month

 after the filing of its certificate of trust with the Secretary of State,

 and annually thereafter on or before the last day of the month in

 which the anniversary date of the filing of its certificate of trust

 with the Secretary of State occurs, file with the Secretary of State,

 on a form furnished by him, a list signed by at least one trustee that

 contains the name and mailing address of its lawfully designated

 resident agent and at least one trustee. Each list filed pursuant to

 this subsection must be accompanied by a declaration under penalty

 of perjury that the business trust [has] :

    (a) Has complied with the provisions of chapter 364A of NRS

 [.] ; and

    (b) Acknowledges that pursuant to NRS 239.330, it is a

 category C felony to knowingly offer any false or forged

 instrument for filing in the Office of the Secretary of State.

    2.  Upon filing:

    (a) The initial list required by subsection 1, the business trust

 shall pay to the Secretary of State a fee of [$165.] $125.

    (b) Each annual list required by subsection 1, the business trust

 shall pay to the Secretary of State a fee of [$85.] $125.

    3.  If a trustee of a business trust resigns and the resignation

 is not made in conjunction with the filing of an annual or

 amended list of trustees, the business trust shall pay to the

 Secretary of State a fee of $75 to file the resignation of the

 trustee.


    4.  The Secretary of State shall, 60 days before the last day for

filing each annual list required by subsection 1, cause to be mailed

 to each business trust which is required to comply with the

 provisions of NRS 88A.600 to 88A.660, inclusive, and which has

 not become delinquent, the blank forms to be completed and filed

 with him. Failure of a business trust to receive the forms does not

 excuse it from the penalty imposed by law.

    [4.] 5.  An annual list for a business trust not in default which is

 received by the Secretary of State more than [60] 90 days before its

 due date shall be deemed an amended list for the previous year.

    Sec. 172.  NRS 88A.610 is hereby amended to read as follows:

    88A.610  When the fee for filing the annual list has been paid,

 the cancelled check or other proof of payment received by the

 business trust constitutes a certificate authorizing it to transact its

 business within this state until the last day of the month in which

 the anniversary of the filing of its certificate of trust occurs in the

 next succeeding calendar year. [If the business trust desires a

 formal certificate upon its payment of the annual fee, its payment

 must be accompanied by a self-addressed, stamped envelope.]

    Sec. 173.  NRS 88A.620 is hereby amended to read as follows:

    88A.620  1.  Each list required to be filed pursuant to the

 provisions of NRS 88A.600 to 88A.660, inclusive, must, after the

 name of each trustee listed thereon, set forth his [post office box or

 street] address, either residence or business.

    2.  If the addresses are not stated on a list offered for filing, the

 Secretary of State may refuse to file the list, and the business trust

 for which the list has been offered for filing is subject to all the

 provisions of NRS 88A.600 to 88A.660, inclusive, relating to

 failure to file the list when or at the times therein specified, unless a

 list is subsequently submitted for filing which conforms to the

 provisions of those sections.

    Sec. 174.  NRS 88A.630 is hereby amended to read as follows:

    88A.630  1.  Each business trust required to file the list and

 pay the fee prescribed in NRS 88A.600 to 88A.660, inclusive,

 which refuses or neglects to do so within the time provided shall be

 deemed in default.

    2.  For default, there must be added to the amount of the fee a

 penalty of [$50.] $75. The fee and penalty must be collected as

 provided in this chapter.

    Sec. 175.  NRS 88A.640 is hereby amended to read as follows:

    88A.640  1.  The Secretary of State shall notify, by [letter

 addressed] providing written notice to its resident agent, each

 business trust deemed in default pursuant to the provisions of this

 chapter. The written notice [must be accompanied by] :

    (a) Must include a statement indicating the amount of the filing

 fee, penalties incurred and costs remaining unpaid.


    (b) At the request of the resident agent, may be provided

electronically.

    2.  Immediately after the first day of the first anniversary of the

 month following the month in which the filing was required, the

 certificate of trust of the business trust 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 business trusts whose right to [do]

 transact business has been forfeited. [He]

    4.  The Secretary of State shall forthwith notify [each such

 business trust, by letter addressed] , by providing written notice to

 its resident agent, each business trust specified in subsection 3 of

 the revocation of its certificate of trust. The written notice [must be

 accompanied by] :

    (a) Must include a statement indicating the amount of the filing

 fee, penalties incurred and costs remaining unpaid.

    [4.] (b) At the request of the resident agent, may be provided

 electronically.

    5.  If the certificate of trust is revoked and the right to

transact business is forfeited, all the property and assets of the

 defaulting business trust must be held in trust by its trustees as for

 insolvent business trusts, and the same proceedings may be had

 with respect thereto as are applicable to insolvent business trusts.

 Any person interested may institute proceedings at any time after a

 forfeiture has been declared, but if the Secretary of State reinstates

 the certificate of trust, the proceedings must at once be dismissed.

    Sec. 176.  NRS 88A.650 is hereby amended to read as follows:

    88A.650  1.  Except as otherwise provided in [subsection 3,]

 subsections 3 and 4, the Secretary of State shall reinstate a business

 trust which has forfeited or which forfeits its right to transact

 business pursuant to the provisions of this chapter and shall restore

 to the business trust its right to carry on business in this state, and to

 exercise its privileges and immunities, if it:

    (a) Files with the Secretary of State [the] :

        (1) The list required by NRS 88A.600; and

        (2) A certificate of acceptance of appointment signed by its

 resident agent; and

    (b) Pays to the Secretary of State:

        (1) The filing fee and penalty set forth in NRS 88A.600 and

 88A.630 for each year or portion thereof during which its certificate

 of trust was revoked; and

        (2) A fee of [$200] $300 for reinstatement.

    2.  When the Secretary of State reinstates the business trust, he

 shall[:


    (a) Immediately issue and deliver to the business trust a

certificate of reinstatement authorizing it to transact business as if

 the filing fee had been paid when due; and

    (b) Upon demand,] issue to the business trust [one or more

 certified copies of the] a certificate of reinstatement[.] if the

 business trust:

    (a) Requests a certificate of reinstatement; and

    (b) Pays the required fees pur