Assembly Bill No. 536–Committee on Judiciary

 

(On Behalf of the Secretary of State)

 

March 24, 2003

____________

 

Referred to Committee on Judiciary

 

SUMMARY—Makes various changes to provisions pertaining to business. (BDR 7‑454)

 

FISCAL NOTE:  Effect on Local Government: No.

                           Effect on the State: No.

 

~

 

EXPLANATION – Matter in bolded italics is new; matter between brackets [omitted material] is material to be omitted.

 

AN ACT relating to business; providing for the implementation, modification and standardization of certain filing requirements for business entities; 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; increasing certain fees and establishing new fees; providing for the issuance of an order to cease and desist for failure to comply with certain provisions pertaining to business licenses; providing that persons selling or soliciting the sale of products in certain circumstances are exempt from business tax provisions; repealing the exemption from business tax provisions for a natural person who does not employ employees during a calendar quarter; 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:

 

 

 

2-1  Section 1.  The Legislature hereby declares that:

2-2  1.  Many of the fees increased pursuant to the amendatory

2-3  provisions of this act have not been increased for a substantial

2-4  length of time, and increasing these fees is necessary and

2-5  appropriate at this time.

2-6  2.  It is the intent of the Legislature that the fees increased

2-7  pursuant to the amendatory provisions of this act must not be

2-8  increased again for a period of at least 10 years following the

2-9  enactment of this act.

2-10      Sec. 1.5.  Chapter 78 of NRS is hereby amended by adding

2-11  thereto a new section to read as follows:

2-12      1.  Each document filed with the Secretary of State pursuant

2-13  to this chapter must be on or accompanied by a form prescribed by

2-14  the Secretary of State.

2-15      2.  The Secretary of State may refuse to file a document which

2-16  does not comply with subsection 1 or which does not contain all of

2-17  the information required by statute for filing the document.

2-18      3.  If the provisions of the form prescribed by the Secretary of

2-19  State conflict with the provisions of any document that is

2-20  submitted for filing with the form:

2-21      (a) The provisions of the form control for all purposes with

2-22  respect to the information that is required by statute to appear in

2-23  the document in order for the document to be filed; and

2-24      (b) Unless otherwise provided in the document, the provisions

2-25  of the document control in every other situation.

2-26      4.  The Secretary of State may by regulation provide for the

2-27  electronic filing of documents with the Office of the Secretary of

2-28  State.

2-29      Sec. 2.  NRS 78.027 is hereby amended to read as follows:

2-30      78.027  The Secretary of State may microfilm or image any

2-31  document which is filed in his office by a corporation pursuant to

2-32  this chapter and may return the original document to the

2-33  corporation.

2-34      Sec. 3.  NRS 78.0295 is hereby amended to read as follows:

2-35      78.0295  1.  A corporation may correct a document filed by

2-36  the Secretary of State with respect to the corporation if the

2-37  document contains an inaccurate record of a corporate action

2-38  described in the document or was defectively executed, attested,

2-39  sealed, verified or acknowledged.

2-40      2.  To correct a document, the corporation [shall:] must:

2-41      (a) Prepare a certificate of correction which:

2-42          (1) States the name of the corporation;

2-43          (2) Describes the document, including, without limitation, its

2-44  filing date;

2-45          (3) Specifies the inaccuracy or defect;

3-1       (4) Sets forth the inaccurate or defective portion of the

3-2  document in an accurate or corrected form; and

3-3       (5) Is signed by an officer of the corporation[.] or, if no

3-4  stock has been issued by the corporation, by the incorporator or a

3-5  director of the corporation.

3-6  (b) Deliver the certificate to the Secretary of State for filing.

3-7  (c) Pay a filing fee of [$150] $175 to the Secretary of State.

3-8  3.  A certificate of correction is effective on the effective date

3-9  of the document it corrects except as to persons relying on the

3-10  uncorrected document and adversely affected by the correction. As

3-11  to those persons, the certificate is effective when filed.

3-12      Sec. 4.  NRS 78.035 is hereby amended to read as follows:

3-13      78.035  The articles of incorporation must set forth:

3-14      1.  The name of the corporation. A name appearing to be that of

3-15  a natural person and containing a given name or initials must not be

3-16  used as a corporate name except with an additional word or words

3-17  such as “Incorporated,” “Limited,” “Inc.,” “Ltd.,” “Company,”

3-18  “Co.,” “Corporation,” “Corp.,” or other word which identifies it as

3-19  not being a natural person.

3-20      2.  The name of the person designated as the corporation’s

3-21  resident agent, the street address of the resident agent where process

3-22  may be served upon the corporation, and the mailing address of the

3-23  resident agent if different from the street address.

3-24      3.  The number of shares the corporation is authorized to issue

3-25  and, if more than one class or series of stock is authorized, the

3-26  classes, the series and the number of shares of each class or series

3-27  which the corporation is authorized to issue, unless the articles

3-28  authorize the board of directors to fix and determine in a resolution

3-29  the classes, series and numbers of each class or series as provided in

3-30  NRS 78.195 and 78.196.

3-31      4.  The [number,] names and [post office box or street]

3-32  addresses, either residence or business, of the first board of directors

3-33  or trustees, together with any desired provisions relative to the right

3-34  to change the number of directors as provided in NRS 78.115.

3-35      5.  The name and [post office box or street] address, either

3-36  residence or business , of each of the incorporators executing the

3-37  articles of incorporation.

3-38      Sec. 5.  NRS 78.045 is hereby amended to read as follows:

3-39      78.045  1.  The Secretary of State shall not accept for filing

3-40  any articles of incorporation or any certificate of amendment of

3-41  articles of incorporation of any corporation formed pursuant to the

3-42  laws of this state which provides that the name of the corporation

3-43  contains the word “bank” or “trust,” unless:

3-44      (a) It appears from the articles or the certificate of amendment

3-45  that the corporation proposes to carry on business as a banking or

4-1  trust company, exclusively or in connection with its business as a

4-2  bank , [or] savings and loan association[;] or thrift company; and

4-3  (b) The articles or certificate of amendment is first approved by

4-4  the Commissioner of Financial Institutions.

4-5  2.  The Secretary of State shall not accept for filing any articles

4-6  of incorporation or any certificate of amendment of articles of

4-7  incorporation of any corporation formed pursuant to the provisions

4-8  of this chapter if it appears from the articles or the certificate of

4-9  amendment that the business to be carried on by the corporation is

4-10  subject to supervision by the Commissioner of Insurance or by the

4-11  Commissioner of Financial Institutions, unless the articles or

4-12  certificate of amendment is approved by the Commissioner who will

4-13  supervise the business of the corporation.

4-14      3.  Except as otherwise provided in subsection [5,] 6, the

4-15  Secretary of State shall not accept for filing any articles of

4-16  incorporation or any certificate [or] of amendment of articles of

4-17  incorporation of any corporation formed pursuant to the laws of this

4-18  state if the name of the corporation contains the words “engineer,”

4-19  “engineered,” “engineering,” “professional engineer,” “registered

4-20  engineer” or “licensed engineer” unless:

4-21      (a) The State Board of Professional Engineers and Land

4-22  Surveyors certifies that the principals of the corporation are licensed

4-23  to practice engineering pursuant to the laws of this state; or

4-24      (b) The State Board of Professional Engineers and Land

4-25  Surveyors certifies that the corporation is exempt from the

4-26  prohibitions of NRS 625.520.

4-27      4.  The Secretary of State shall not accept for filing any articles

4-28  of incorporation or any certificate of amendment of articles of

4-29  incorporation of any corporation formed pursuant to the laws of this

4-30  state which provides that the name of the corporation contains the

4-31  words “accountant,” “accounting,” “accountancy,” “auditor” or

4-32  “auditing” unless the Nevada State Board of Accountancy certifies

4-33  that the corporation:

4-34      (a) Is registered pursuant to the provisions of chapter 628 of

4-35  NRS; or

4-36      (b) Has filed with the Nevada State Board of Accountancy

4-37  under penalty of perjury a written statement that the corporation is

4-38  not engaged in the practice of accounting and is not offering to

4-39  practice accounting in this state.

4-40      5.  The Secretary of State shall not accept for filing any

4-41  articles of incorporation or any certificate of amendment of

4-42  articles of incorporation of any corporation formed or existing

4-43  pursuant to the laws of this state which provides that the name of

4-44  the corporation contains the words “unit-owners’ association” or

4-45  “homeowners’ association” or if it appears in the articles of

5-1  incorporation or certificate of amendment that the purpose of the

5-2  corporation is to operate as a unit-owners’ association pursuant to

5-3  chapter 116 of NRS unless the Administrator of the Real Estate

5-4  Division of the Department of Business and Industry certifies that

5-5  the corporation has:

5-6  (a) Registered with the Ombudsman for Owners in Common-

5-7  Interest Communities pursuant to NRS 116.31158; and

5-8  (b) Paid to the Administrator of the Real Estate Division the

5-9  fees required pursuant to NRS 116.31155.

5-10      6.  The provisions of subsection 3 do not apply to any

5-11  corporation, whose securities are publicly traded and regulated by

5-12  the Securities Exchange Act of 1934, which does not engage in the

5-13  practice of professional engineering.

5-14      [6.] 7. The Commissioner of Financial Institutions and the

5-15  Commissioner of Insurance may approve or disapprove the articles

5-16  or amendments referred to them pursuant to the provisions of this

5-17  section.

5-18      Sec. 5.3.  NRS 78.097 is hereby amended to read as follows:

5-19      78.097  1.  A resident agent who desires to resign shall file

5-20  with the Secretary of State a signed statement , on a form provided

5-21  by the Secretary of State, for each [corporation] artificial person

5-22  formed, organized, registered or qualified pursuant to the

5-23  provisions of this title that he is unwilling to continue to act as the

5-24  resident agent of the [corporation] artificial person for the service

5-25  of process. The fee for filing a statement of resignation is $100 for

5-26  the first artificial person that the resident agent is unwilling to

5-27  continue to act as the agent of and $1 for each additional artificial

5-28  person listed on the statement of resignation. A resignation is not

5-29  effective until the signed statement is filed with the Secretary of

5-30  State.

5-31      2.  The statement of resignation may contain a statement of the

5-32  affected corporation appointing a successor resident agent for that

5-33  corporation. A certificate of acceptance executed by the new

5-34  resident agent, stating the full name, complete street address and, if

5-35  different from the street address, mailing address of the new resident

5-36  agent, must accompany the statement appointing a successor

5-37  resident agent.

5-38      3.  Upon the filing of the statement of resignation with the

5-39  Secretary of State the capacity of the resigning person as resident

5-40  agent terminates. If the statement of resignation contains no

5-41  statement by the corporation appointing a successor resident agent,

5-42  the resigning resident agent shall immediately give written notice,

5-43  by mail, to the corporation of the filing of the statement and its

5-44  effect. The notice must be addressed to any officer of the

5-45  corporation other than the resident agent.

6-1  4.  If a resident agent dies, resigns or removes from the State,

6-2  the corporation, within 30 days thereafter, shall file with the

6-3  Secretary of State a certificate of acceptance executed by the new

6-4  resident agent. The certificate must set forth the full name and

6-5  complete street address of the new resident agent for the service of

6-6  process, and may have a separate mailing address, such as a post

6-7  office box, which may be different from the street address.

6-8  5.  A corporation that fails to file a certificate of acceptance

6-9  executed by the new resident agent within 30 days after the death,

6-10  resignation or removal of its former resident agent shall be deemed

6-11  in default and is subject to the provisions of NRS 78.170 and

6-12  78.175.

6-13      Sec. 5.7.  NRS 78.110 is hereby amended to read as follows:

6-14      78.110  1.  If a corporation created pursuant to this chapter

6-15  desires to change its resident agent, the change may be effected by

6-16  filing with the Secretary of State a certificate of change of resident

6-17  agent signed by an officer of the corporation which sets forth:

6-18      (a) The name of the corporation;

6-19      (b) The name and street address of its present resident agent; and

6-20      (c) The name and street address of the new resident agent.

6-21      2.  The new resident agent’s certificate of acceptance must be a

6-22  part of or attached to the certificate of change [.] of resident agent.

6-23      3.  If the name of a resident agent is changed as a result of a

6-24  merger, conversion, exchange, sale, reorganization or

6-25  amendment, the resident agent shall:

6-26      (a) File with the Secretary of State a certificate of name

6-27  change of resident agent that includes:

6-28          (1) The current name of the resident agent as filed with the

6-29  Secretary of State;

6-30          (2) The new name of the resident agent; and

6-31          (3) The name and file number of each artificial person

6-32  formed, organized, registered or qualified pursuant to the

6-33  provisions of this title that the resident agent represents; and

6-34      (b) Pay to the Secretary of State a filing fee of $100.

6-35      4.  A change authorized by this section becomes effective upon

6-36  the filing of the proper certificate of change.

6-37      Sec. 6.  NRS 78.150 is hereby amended to read as follows:

6-38      78.150  1.  A corporation organized pursuant to the laws of

6-39  this state shall, on or before the [first] last day of the [second] first

6-40  month after the filing of its articles of incorporation with the

6-41  Secretary of State, file with the Secretary of State a list, on a form

6-42  furnished by him, containing:

6-43      (a) The name of the corporation;

6-44      (b) The file number of the corporation, if known;

7-1  (c) The names and titles of the president, secretary[,] and

7-2  treasurer , or the equivalent thereof, and of all the directors of the

7-3  corporation;

7-4  (d) The [mailing or street] address, either residence or business,

7-5  of each officer and director listed, following the name of the officer

7-6  or director;

7-7  (e) The name and [street] address of the lawfully designated

7-8  resident agent of the corporation; and

7-9  (f) The signature of an officer of the corporation certifying that

7-10  the list is true, complete and accurate.

7-11      2.  The corporation shall annually thereafter, on or before the

7-12  last day of the month in which the anniversary date of incorporation

7-13  occurs in each year, file with the Secretary of State, on a form

7-14  furnished by him, an annual list containing all of the information

7-15  required in subsection 1.

7-16      3.  Each list required by subsection 1 or 2 must be accompanied

7-17  by a declaration under penalty of perjury that the corporation [has] :

7-18      (a) Has complied with the provisions of chapter 364A of NRS

7-19  [.] ; and

7-20      (b) Acknowledges that pursuant to NRS 239.330 it is a

7-21  category C felony to knowingly offer any false or forged

7-22  instrument for filing with the Office of the Secretary of State.

7-23      4.  Upon filing the list required by:

7-24      (a) Subsection 1, the corporation shall pay to the Secretary of

7-25  State a fee of [$165.] $125.

7-26      (b) Subsection 2, the corporation shall pay to the Secretary of

7-27  State [a fee of $85.] , if the amount represented by the total

7-28  number of shares provided for in the articles is:

 

7-29  $75,000 or less................................. $125

7-30  Over $75,000 and not over $200,000175

7-31  Over $200,000 and not over $500,000275

7-32  Over $500,000 and not over $1,000,000.. 375

7-33  Over $1,000,000:

7-34      For the first $1,000,000................ 375

7-35      For each additional $500,000 or fraction thereof   275

7-36  The maximum fee which may be charged pursuant to paragraph

7-37  (b) for filing the annual list is $11,100.

 

7-38      5.  If a director or officer of a corporation resigns and the

7-39  resignation is not made in conjunction with the filing of an

7-40  annual or amended list of directors and officers, the corporation

7-41  shall pay to the Secretary of State a fee of $75 to file the

7-42  resignation of the director or officer.

8-1  6.  The Secretary of State shall, 60 days before the last day for

8-2  filing each annual list required by subsection 2, cause to be mailed

8-3  to each corporation which is required to comply with the provisions

8-4  of NRS 78.150 to 78.185, inclusive, and which has not become

8-5  delinquent, a notice of the fee due pursuant to subsection 4 and a

8-6  reminder to file the annual list required by subsection 2. Failure of

8-7  any corporation to receive a notice or form does not excuse it from

8-8  the penalty imposed by law.

8-9  [6.] 7. If the list to be filed pursuant to the provisions of

8-10  subsection 1 or 2 is defective in any respect or the fee required by

8-11  subsection 4 [or 8]is not paid, the Secretary of State may return the

8-12  list for correction or payment.

8-13      [7.] 8. An annual list for a corporation not in default which is

8-14  received by the Secretary of State more than [60] 90 days before its

8-15  due date shall be deemed an amended list for the previous year and

8-16  must be accompanied by [a fee of $85] the appropriate fee as

8-17  provided in subsection 4 for filing. A payment submitted pursuant

8-18  to this subsection does not satisfy the requirements of subsection 2

8-19  for the year to which the due date is applicable.

8-20      [8.  If the corporation is an association as defined in NRS

8-21  116.110315, the Secretary of State shall not accept the filing

8-22  required by this section unless it is accompanied by evidence of the

8-23  payment of the fee required to be paid pursuant to NRS 116.31155

8-24  that is provided to the association pursuant to subsection 4 of that

8-25  section.]

8-26      Sec. 7.  NRS 78.155 is hereby amended to read as follows:

8-27      78.155  If a corporation has filed the initial or annual list in

8-28  compliance with NRS 78.150 and has paid the appropriate fee for

8-29  the filing, the cancelled check or other proof of payment received

8-30  by the corporation constitutes a certificate authorizing it to transact

8-31  its business within this state until the last day of the month in which

8-32  the anniversary of its incorporation occurs in the next succeeding

8-33  calendar year. [If the corporation desires a formal certificate upon its

8-34  payment of the initial or annual fee, its payment must be

8-35  accompanied by a self-addressed, stamped envelope.]

8-36      Sec. 8.  NRS 78.165 is hereby amended to read as follows:

8-37      78.165  1.  [Every] Each list required to be filed under the

8-38  provisions of NRS 78.150 to 78.185, inclusive, must, after the name

8-39  of each officer and director listed thereon, set forth the [post office

8-40  box or street] address, either residence or business, of each officer

8-41  and director.

8-42      2.  If the addresses are not stated for each person on any list

8-43  offered for filing, the Secretary of State may refuse to file the list,

8-44  and the corporation for which the list has been offered for filing is

8-45  subject to all the provisions of NRS 78.150 to 78.185, inclusive,

9-1  relating to failure to file the list within or at the times therein

9-2  specified, unless a list is subsequently submitted for filing which

9-3  conforms to the provisions of NRS 78.150 to 78.185, inclusive.

9-4  Sec. 9.  NRS 78.170 is hereby amended to read as follows:

9-5  78.170  1.  Each corporation required to make a filing and pay

9-6  the fee prescribed in NRS 78.150 to 78.185, inclusive, which refuses

9-7  or neglects to do so within the time provided shall be deemed in

9-8  default.

9-9  2.  Upon notification from the Administrator of the Real

9-10  Estate Division of the Department of Business and Industry that a

9-11  corporation which is a unit-owners’ association as defined in NRS

9-12  116.110315 has failed to register pursuant to NRS 116.31158 or

9-13  failed to pay the fees pursuant to NRS 116.31155, the Secretary of

9-14  State shall deem the corporation to be in default. If, after the

9-15  corporation is deemed to be in default, the Administrator notifies

9-16  the Secretary of State that the corporation has registered pursuant

9-17  to NRS 116.31158 and paid the fees pursuant to NRS 116.31155,

9-18  the Secretary of State shall reinstate the corporation if the

9-19  corporation complies with the requirements for reinstatement as

9-20  provided in this section and NRS 78.150 to 78.185, inclusive.

9-21      3.  For default there must be added to the amount of the fee a

9-22  penalty of [$50.] $75. The fee and penalty must be collected as

9-23  provided in this chapter.

9-24      Sec. 10.  NRS 78.175 is hereby amended to read as follows:

9-25      78.175  1.  The Secretary of State shall notify, by [letter

9-26  addressed] providing written notice to its resident agent, each

9-27  corporation deemed in default pursuant to NRS 78.170. The written

9-28  notice [must be accompanied by] :

9-29      (a) Must include a statement indicating the amount of the filing

9-30  fee, penalties incurred and costs remaining unpaid.

9-31      (b) At the request of the resident agent, may be provided

9-32  electronically.

9-33      2.  On the first day of the first anniversary of the month

9-34  following the month in which the filing was required, the charter of

9-35  the corporation is revoked and its right to transact business is

9-36  forfeited.

9-37      3.  The Secretary of State shall compile a complete list

9-38  containing the names of all corporations whose right to [do]

9-39  transact business has been forfeited.

9-40      4.  The Secretary of State shall forthwith notify, by [letter

9-41  addressed] providing written notice to its resident agent, each [such]

9-42  corporation specified in subsection 3 of the forfeiture of its charter.

9-43  The written notice [must be accompanied by] :

9-44      (a) Must include a statement indicating the amount of the filing

9-45  fee, penalties incurred and costs remaining unpaid.

10-1      [4.] (b) At the request of the resident agent, may be provided

10-2  electronically.

10-3      5. If the charter of a corporation is revoked and the right to

10-4  transact business is forfeited as provided in subsection 2, all of the

10-5  property and assets of the defaulting domestic corporation must be

10-6  held in trust by the directors of the corporation as for insolvent

10-7  corporations, and the same proceedings may be had with respect

10-8  thereto as are applicable to insolvent corporations. Any person

10-9  interested may institute proceedings at any time after a forfeiture has

10-10  been declared, but if the Secretary of State reinstates the charter , the

10-11  proceedings must at once be dismissed and all property restored to

10-12  the officers of the corporation.

10-13     [5.] 6. Where the assets are distributed , they must be applied

10-14  in the following manner:

10-15     (a) To the payment of the filing fee, penalties incurred and costs

10-16  due [to] the State;

10-17     (b) To the payment of the creditors of the corporation; and

10-18     (c) Any balance remaining , to distribution among the

10-19  stockholders.

10-20     Sec. 11.  NRS 78.180 is hereby amended to read as follows:

10-21     78.180  1.  Except as otherwise provided in subsections 3 and

10-22  4, the Secretary of State shall reinstate a corporation which has

10-23  forfeited or which forfeits its right to transact business pursuant to

10-24  the provisions of this chapter and shall restore to the corporation its

10-25  right to carry on business in this state, and to exercise its corporate

10-26  privileges and immunities, if it:

10-27     (a) Files with the Secretary of State [the] :

10-28         (1) The list required by NRS 78.150; and

10-29         (2) A certificate of acceptance of appointment signed by its

10-30  resident agent; and

10-31     (b) Pays to the Secretary of State:

10-32         (1) The filing fee and penalty set forth in NRS 78.150 and

10-33  78.170 for each year or portion thereof during which it failed to file

10-34  each required annual list in a timely manner; and

10-35         (2) A fee of [$200] $300 for reinstatement.

10-36     2.  When the Secretary of State reinstates the corporation, he

10-37  shall[:

10-38     (a) Immediately issue and deliver to the corporation a certificate

10-39  of reinstatement authorizing it to transact business as if the filing fee

10-40  or fees had been paid when due; and

10-41     (b) Upon demand,] issue to the corporation [one or more

10-42  certified copies of the] a certificate of reinstatement[.] if the

10-43  corporation:

10-44     (a) Requests a certificate of reinstatement; and

11-1      (b) Pays the required fees pursuant to subsection 8 of

11-2  NRS 78.785.

11-3      3.  The Secretary of State shall not order a reinstatement unless

11-4  all delinquent fees and penalties have been paid, and the revocation

11-5  of the charter occurred only by reason of failure to pay the fees and

11-6  penalties.

11-7      4.  If a corporate charter has been revoked pursuant to the

11-8  provisions of this chapter and has remained revoked for a period of

11-9  5 consecutive years, the charter must not be reinstated.

11-10     Sec. 11.3.  NRS 78.185 is hereby amended to read as follows:

11-11     78.185  1.  Except as otherwise provided in subsection 2, if a

11-12  corporation applies to reinstate or revive its charter but its name has

11-13  been legally reserved or acquired by another artificial person

11-14  formed, organized, registered or qualified pursuant to the provisions

11-15  of this title whose name is on file with the Office of the Secretary of

11-16  State or reserved in the Office of the Secretary of State pursuant to

11-17  the provisions of this title, the corporation shall in its application for

11-18  reinstatement submit in writing to the Secretary of State some other

11-19  name under which it desires its corporate existence to be reinstated

11-20  or revived. If that name is distinguishable from all other names

11-21  reserved or otherwise on file, the Secretary of State shall [issue to

11-22  the applying corporation a certificate of reinstatement or revival]

11-23  reinstate the corporation under that new name.

11-24     2.  If the applying corporation submits the written,

11-25  acknowledged consent of the artificial person having a name, or the

11-26  person who has reserved a name, which is not distinguishable from

11-27  the old name of the applying corporation or a new name it has

11-28  submitted, it may be reinstated or revived under that name.

11-29     3.  For the purposes of this section, a proposed name is not

11-30  distinguishable from a name on file or reserved name solely because

11-31  one or the other contains distinctive lettering, a distinctive mark, a

11-32  trademark or a trade name, or any combination of these.

11-33     4.  The Secretary of State may adopt regulations that interpret

11-34  the requirements of this section.

11-35     Sec. 11.7.  NRS 78.390 is hereby amended to read as follows:

11-36     78.390  1.  Every amendment adopted pursuant to the

11-37  provisions of NRS 78.385 must be made in the following manner:

11-38     (a) The board of directors must adopt a resolution setting forth

11-39  the amendment proposed and declaring its advisability, and either

11-40  call a special meeting of the stockholders entitled to vote on the

11-41  amendment or direct that the proposed amendment be considered at

11-42  the next annual meeting of the stockholders entitled to vote on the

11-43  amendment.

11-44     (b) At the meeting, of which notice must be given to each

11-45  stockholder entitled to vote pursuant to the provisions of this

12-1  section, a vote of the stockholders entitled to vote in person or by

12-2  proxy must be taken for and against the proposed amendment. If it

12-3  appears upon the canvassing of the votes that stockholders holding

12-4  shares in the corporation entitling them to exercise at least a

12-5  majority of the voting power, or such greater proportion of the

12-6  voting power as may be required in the case of a vote by classes or

12-7  series, as provided in subsections 2 and 4, or as may be required by

12-8  the provisions of the articles of incorporation, have voted in favor of

12-9  the amendment, an officer of the corporation shall sign a certificate

12-10  setting forth the amendment, or setting forth the articles of

12-11  incorporation as amended, and the vote by which the amendment

12-12  was adopted.

12-13     (c) The certificate so signed must be filed with the Secretary of

12-14  State.

12-15     2.  If any proposed amendment would adversely alter or change

12-16  any preference or any relative or other right given to any class or

12-17  series of outstanding shares, then the amendment must be approved

12-18  by the vote, in addition to the affirmative vote otherwise required, of

12-19  the holders of shares representing a majority of the voting power of

12-20  each class or series adversely affected by the amendment regardless

12-21  of limitations or restrictions on the voting power thereof.

12-22     3.  Provision may be made in the articles of incorporation

12-23  requiring, in the case of any specified amendments, a larger

12-24  proportion of the voting power of stockholders than that required by

12-25  this section.

12-26     4.  Different series of the same class of shares do not constitute

12-27  different classes of shares for the purpose of voting by classes

12-28  except when the series is adversely affected by an amendment in a

12-29  different manner than other series of the same class.

12-30     5.  The resolution of the stockholders approving the proposed

12-31  amendment may provide that at any time before the effective date of

12-32  the amendment, notwithstanding approval of the proposed

12-33  amendment by the stockholders, the board of directors may, by

12-34  resolution, abandon the proposed amendment without further action

12-35  by the stockholders.

12-36     6.  A certificate filed pursuant to subsection 1 becomes

12-37  effective upon filing with the Secretary of State or upon a later date

12-38  specified in the certificate, which must not be later than 90 days

12-39  after the certificate is filed.

12-40     7.  If a certificate filed pursuant to subsection 1 specifies an

12-41  effective date and if the resolution of the stockholders approving the

12-42  proposed amendment provides that the board of directors may

12-43  abandon the proposed amendment pursuant to subsection 5, the

12-44  board of directors may terminate the effectiveness of the certificate

13-1  by resolution and by filing a certificate of termination with the

13-2  Secretary of State that:

13-3      (a) Is filed before the effective date specified in the certificate

13-4  filed pursuant to subsection 1;

13-5      (b) Identifies the certificate being terminated;

13-6      (c) States that, pursuant to the resolution of the stockholders, the

13-7  board of directors is authorized to terminate the effectiveness of the

13-8  certificate;

13-9      (d) States that the effectiveness of the certificate has been

13-10  terminated;

13-11     (e) Is signed by an officer of the corporation; and

13-12     (f) Is accompanied by a filing fee of [$150.] $175.

13-13     Sec. 12.  NRS 78.403 is hereby amended to read as follows:

13-14     78.403  1.  A corporation may restate, or amend and restate, in

13-15  a single certificate the entire text of its articles of incorporation as

13-16  amended by filing with the Secretary of State a certificate [signed by

13-17  an officer of the corporation which must set forth the articles as

13-18  amended to the date of the certificate.] in the manner provided in

13-19  this section. If the certificate alters or amends the articles in any

13-20  manner, it must comply with the provisions of NRS 78.380, 78.385

13-21  and 78.390, as applicable . [, and must be accompanied by:

13-22     (a) A resolution; or

13-23     (b) A form prescribed by the Secretary of State,

13-24  setting forth which provisions of the articles of incorporation on file

13-25  with the Secretary of State are being altered or amended.]

13-26     2.  If the certificate does not alter or amend the articles, it must

13-27  be signed by an officer of the corporation and state that he has been

13-28  authorized to execute the certificate by resolution of the board of

13-29  directors adopted on the date stated, and that the certificate correctly

13-30  sets forth the text of the articles of incorporation as amended to the

13-31  date of the certificate.

13-32     3.  The following may be omitted from the restated articles:

13-33     (a) The names, addresses, signatures and acknowledgments of

13-34  the incorporators;

13-35     (b) The names and addresses of the members of the past and

13-36  present boards of directors; and

13-37     (c) The name and address of the resident agent.

13-38     4.  Whenever a corporation is required to file a certified copy of

13-39  its articles, in lieu thereof it may file a certified copy of the most

13-40  recent certificate restating its articles as amended, subject to the

13-41  provisions of subsection 2, together with certified copies of all

13-42  certificates of amendment filed subsequent to the restated articles

13-43  and certified copies of all certificates supplementary to the original

13-44  articles.

 

14-1      Sec. 13.  NRS 78.580 is hereby amended to read as follows:

14-2      78.580  1.  If the board of directors of any corporation

14-3  organized under this chapter, after the issuance of stock or the

14-4  beginning of business, decides that the corporation should be

14-5  dissolved, the board may adopt a resolution to that effect. If the

14-6  corporation has issued no stock, only the directors need to approve

14-7  the dissolution. If the corporation has issued stock, the directors

14-8  must recommend the dissolution to the stockholders. The

14-9  corporation shall notify each stockholder entitled to vote on

14-10  dissolution , and the stockholders entitled to vote must approve the

14-11  dissolution.

14-12     2.  If the dissolution is approved by the directors or both the

14-13  directors and stockholders, as respectively provided in subsection 1,

14-14  the corporation shall file with the Office of the Secretary of State a

14-15  certificate signed by an officer of the corporation setting forth that

14-16  the dissolution has been approved by the directors, or by the

14-17  directors and the stockholders, and a list of the names and [post

14-18  office box or street] addresses, either residence or business, of the

14-19  corporation’s president, secretary and treasurer , or the equivalent

14-20  thereof, and all of its directors . [, certified by the president, or a

14-21  vice president, and the secretary, or an assistant secretary, in the

14-22  Office of the Secretary of State.]

14-23     Sec. 14.  NRS 78.622 is hereby amended to read as follows:

14-24     78.622  1.  If a corporation is under reorganization in a federal

14-25  court pursuant to title 11 of U.S.C., it may take any action necessary

14-26  to carry out any proceeding and do any act directed by the court

14-27  relating to reorganization, without further action by its directors or

14-28  stockholders. This authority may be exercised by:

14-29     (a) The trustee in bankruptcy appointed by the court;

14-30     (b) Officers of the corporation designated by the court; or

14-31     (c) Any other representative appointed by the court,

14-32  with the same effect as if exercised by the directors and stockholders

14-33  of the corporation.

14-34     2.  By filing a confirmed plan or order of reorganization,

14-35  certified by the bankruptcy court, with the Secretary of State, the

14-36  corporation may:

14-37     (a) Alter, amend or repeal its bylaws;

14-38     (b) Constitute or reconstitute and classify or reclassify its board

14-39  of directors;

14-40     (c) Name, constitute or appoint directors and officers in place of

14-41  or in addition to all or some of the directors or officers then in

14-42  office;

14-43     (d) Amend its articles of incorporation;

14-44     (e) Make any change in its authorized and issued stock;

15-1      (f) Make any other amendment, change, alteration or provision

15-2  authorized by this chapter; and

15-3      (g) Be dissolved, transfer all or part of its assets , or merge or

15-4  consolidate , or make any other change authorized by this chapter.

15-5      3.  In any action taken pursuant to subsections 1 and 2, a

15-6  stockholder has no right to demand payment for his stock.

15-7      4.  Any amendment of the articles of incorporation made

15-8  pursuant to subsection 2 must be signed under penalty of perjury by

15-9  the person authorized by the court and filed with the Secretary of

15-10  State. If the amendment is filed in accordance with the order of

15-11  reorganization, it becomes effective when it is filed unless otherwise

15-12  ordered by the court.

15-13     5.  Any filing with the Secretary of State pursuant to this

15-14  section must be accompanied by the appropriate fee, if any.

15-15     Sec. 15.  NRS 78.730 is hereby amended to read as follows:

15-16     78.730  1.  Any corporation which did exist or is existing

15-17  under the laws of this state may, upon complying with the

15-18  provisions of NRS 78.180, procure a renewal or revival of its charter

15-19  for any period, together with all the rights, franchises, privileges and

15-20  immunities, and subject to all its existing and preexisting debts,

15-21  duties and liabilities secured or imposed by its original charter and

15-22  amendments thereto, or existing charter, by filing:

15-23     (a) A certificate with the Secretary of State, which must set

15-24  forth:

15-25         (1) The name of the corporation, which must be the name of

15-26  the corporation at the time of the renewal or revival, or its name at

15-27  the time its original charter expired.

15-28         (2) The name of the person designated as the resident agent

15-29  of the corporation, his street address for the service of process, and

15-30  his mailing address if different from his street address.

15-31         (3) The date when the renewal or revival of the charter is to

15-32  commence or be effective, which may be, in cases of a revival,

15-33  before the date of the certificate.

15-34         (4) Whether or not the renewal or revival is to be perpetual,

15-35  and, if not perpetual, the time for which the renewal or revival is to

15-36  continue.

15-37         (5) That the corporation desiring to renew or revive its

15-38  charter is, or has been, organized and carrying on the business

15-39  authorized by its existing or original charter and amendments

15-40  thereto, and desires to renew or continue through revival its

15-41  existence pursuant to and subject to the provisions of this chapter.

15-42     (b) A list of its president, secretary and treasurer , or the

15-43  equivalent thereof, and all of its directors and their [post office box

15-44  or street] addresses, either residence or business.

16-1      2.  A corporation whose charter has not expired and is being

16-2  renewed shall cause the certificate to be signed by its president or

16-3  vice president and secretary or assistant secretary. The certificate

16-4  must be approved by a majority of the voting power of the shares.

16-5      3.  A corporation seeking to revive its original or amended

16-6  charter shall cause the certificate to be signed by a person or persons

16-7  designated or appointed by the stockholders of the corporation. The

16-8  execution and filing of the certificate must be approved by the

16-9  written consent of stockholders of the corporation holding at least a

16-10  majority of the voting power and must contain a recital that this

16-11  consent was secured. If no stock has been issued, the certificate

16-12  must contain a statement of that fact, and a majority of the directors

16-13  then in office may designate the person to sign the certificate. The

16-14  corporation shall pay to the Secretary of State the fee required to

16-15  establish a new corporation pursuant to the provisions of this

16-16  chapter.

16-17     4.  The filed certificate, or a copy thereof which has been

16-18  certified under the hand and seal of the Secretary of State, must be

16-19  received in all courts and places as prima facie evidence of the facts

16-20  therein stated and of the existence and incorporation of the

16-21  corporation therein named.

16-22     Sec. 15.5.  NRS 78.760 is hereby amended to read as follows:

16-23     78.760  1.  The fee for filing articles of incorporation is

16-24  prescribed in the following schedule:

 

16-25  If the amount represented by the total number of

16-26  shares provided for in the articles is:

16-27  $75,000 or less...................... [$175] $75

16-28  Over $75,000 and not over $200,000[225] 175

16-29  Over $200,000 and not over $500,000[325] 275

16-30  Over $500,000 and not over $1,000,000[425] 375

16-31  Over $1,000,000:

16-32     For the first $1,000,000....... [425] 375

16-33     For each additional $500,000 or fraction

16-34  thereof...................................... [225] 275

 

16-35     2.  The maximum fee which may be charged pursuant to this

16-36  section is [$25,000] $35,000 for:

16-37     (a) The original filing of articles of incorporation.

16-38     (b) A subsequent filing of any instrument which authorizes an

16-39  increase in stock.

16-40     3.  For the purposes of computing the filing fees according to

16-41  the schedule in subsection 1, the amount represented by the total

16-42  number of shares provided for in the articles of incorporation is:

17-1      (a) The aggregate par value of the shares, if only shares with a

17-2  par value are therein provided for;

17-3      (b) The product of the number of shares multiplied by $1,

17-4  regardless of any lesser amount prescribed as the value or

17-5  consideration for which shares may be issued and disposed of, if

17-6  only shares without par value are therein provided for; or

17-7      (c) The aggregate par value of the shares with a par value plus

17-8  the product of the number of shares without par value multiplied by

17-9  $1, regardless of any lesser amount prescribed as the value or

17-10  consideration for which the shares without par value may be issued

17-11  and disposed of, if shares with and without par value are therein

17-12  provided for.

17-13  For the purposes of this subsection, shares with no prescribed par

17-14  value shall be deemed shares without par value.

17-15     4.  The Secretary of State shall calculate filing fees pursuant to

17-16  this section with respect to shares with a par value of less than one-

17-17  tenth of a cent as if the par value were one-tenth of a cent.

17-18     Sec. 16.  NRS 78.765 is hereby amended to read as follows:

17-19     78.765  1.  The fee for filing a certificate changing the number

17-20  of authorized shares pursuant to NRS 78.209 or a certificate of

17-21  amendment to articles of incorporation that increases the

17-22  corporation’s authorized stock or a certificate of correction that

17-23  increases the corporation’s authorized stock is the difference

17-24  between the fee computed at the rates specified in NRS 78.760 upon

17-25  the total authorized stock of the corporation, including the proposed

17-26  increase, and the fee computed at the rates specified in NRS 78.760

17-27  upon the total authorized capital, excluding the proposed increase.

17-28  In no case may the amount be less than [$150.] $175.

17-29     2.  The fee for filing a certificate of amendment to articles of

17-30  incorporation that does not increase the corporation’s authorized

17-31  stock or a certificate of correction that does not increase the

17-32  corporation’s authorized stock is [$150.] $175.

17-33     3.  The fee for filing a certificate or an amended certificate

17-34  pursuant to NRS 78.1955 is [$150.] $175.

17-35     4.  The fee for filing a certificate of termination pursuant to

17-36  NRS [78.1955, 78.209 or] 78.209, 78.380 or 78.390 or a certificate

17-37  of withdrawal pursuant to NRS 78.1955 is [$150.] $175.

17-38     Sec. 16.2.  NRS 78.767 is hereby amended to read as follows:

17-39     78.767  1.  The fee for filing a certificate of restated articles of

17-40  incorporation that does not increase the corporation’s authorized

17-41  stock is [$150.] $175.

17-42     2.  The fee for filing a certificate of restated articles of

17-43  incorporation that increases the corporation’s authorized stock is the

17-44  difference between the fee computed pursuant to NRS 78.760 based

17-45  upon the total authorized stock of the corporation, including the

18-1  proposed increase, and the fee computed pursuant to NRS 78.760

18-2  based upon the total authorized stock of the corporation, excluding

18-3  the proposed increase. In no case may the amount be less than

18-4  [$150.] $175.

18-5      Sec. 16.4.  NRS 78.780 is hereby amended to read as follows:

18-6      78.780  1.  The fee for filing a certificate of extension of

18-7  corporate existence of any corporation is an amount equal to one-

18-8  fourth of the fee computed at the rates specified in NRS 78.760 for

18-9  filing articles of incorporation.

18-10     2.  The fee for filing a certificate of dissolution whether it

18-11  occurs before or after payment of capital and beginning of business

18-12  is [$60.] $75.

18-13     Sec. 16.6.  NRS 78.785 is hereby amended to read as follows:

18-14     78.785  1.  The fee for filing a certificate of change of location

18-15  of a corporation’s registered office and resident agent, or a new

18-16  designation of resident agent, is [$30.] $60.

18-17     2.  The fee for certifying articles of incorporation where a copy

18-18  is provided is [$20.] $30.

18-19     3.  The fee for certifying a copy of an amendment to articles of

18-20  incorporation, or to a copy of the articles as amended, where a copy

18-21  is furnished, is [$20.] $30.

18-22     4.  The fee for certifying an authorized printed copy of the

18-23  general corporation law as compiled by the Secretary of State is

18-24  [$20.] $30.

18-25     5.  The fee for reserving a corporate name is [$20.] $25.

18-26     6.  The fee for executing a certificate of corporate existence

18-27  which does not list the previous documents relating to the

18-28  corporation, or a certificate of change in a corporate name, is [$40.]

18-29  $50.

18-30     7.  The fee for executing a certificate of corporate existence

18-31  which lists the previous documents relating to the corporation is

18-32  [$40.] $50.

18-33     8.  The fee for executing, certifying or filing any certificate or

18-34  document not provided for in NRS 78.760 to 78.785, inclusive, is

18-35  [$40.] $50.

18-36     9.  The fee for copies made at the Office of the Secretary of

18-37  State is [$1] $2 per page.

18-38     10.  The fees for filing articles of incorporation, articles of

18-39  merger, or certificates of amendment increasing the basic surplus of

18-40  a mutual or reciprocal insurer must be computed pursuant to NRS

18-41  78.760, 78.765 and 92A.210, on the basis of the amount of basic

18-42  surplus of the insurer.

18-43     11.  The fee for examining and provisionally approving any

18-44  document at any time before the document is presented for filing is

18-45  [$100.] $125.

19-1      Sec. 16.8.  NRS 78.795 is hereby amended to read as follows:

19-2      78.795  1.  Any natural person or corporation residing or

19-3  located in this state may [, on or after January 1 of any year but

19-4  before January 31 of that year,] register for that calendar year his

19-5  willingness to serve as the resident agent of a domestic or foreign

19-6  corporation, limited-liability company or limited partnership with

19-7  the Secretary of State. The registration must state the full, legal

19-8  name of the person or corporation willing to serve as the resident

19-9  agent and be accompanied by a fee of [$250] $500 per office

19-10  location of the resident agent.

19-11     2.  The Secretary of State shall maintain a list of those persons

19-12  who are registered pursuant to subsection 1 and make the list

19-13  available to persons seeking to do business in this state.

19-14     3.  The Secretary of State may amend any information

19-15  provided in the list if a person who is included in the list:

19-16     (a) Requests the amendment; and

19-17     (b) Pays a fee of $50.

19-18     4.  The Secretary of State may adopt regulations prescribing

19-19  the content, maintenance and presentation of the list.

19-20     Sec. 17.  Chapter 78A of NRS is hereby amended by adding

19-21  thereto a new section to read as follows:

19-22     1.  Each document filed with the Secretary of State pursuant

19-23  to this chapter must be on or accompanied by a form prescribed by

19-24  the Secretary of State.

19-25     2.  The Secretary of State may refuse to file a document which

19-26  does not comply with subsection 1 or which does not contain all of

19-27  the information required by statute for filing the document.

19-28     3.  If the provisions of the form prescribed by the Secretary of

19-29  State conflict with the provisions of any document that is

19-30  submitted for filing with the form:

19-31     (a) The provisions of the form control for all purposes with

19-32  respect to the information that is required by statute to appear in

19-33  the document in order for the document to be filed; and

19-34     (b) Unless otherwise provided in the document, the provisions

19-35  of the document control in every other situation.

19-36     4.  The Secretary of State may by regulation provide for the

19-37  electronic filing of documents with the Office of the Secretary of

19-38  State.

19-39     Sec. 18.  Chapter 80 of NRS is hereby amended by adding

19-40  thereto the provisions set forth as sections 19 and 20 of this act.

19-41     Sec. 19.  1.  Each document filed with the Secretary of State

19-42  pursuant to this chapter must be on or accompanied by a form

19-43  prescribed by the Secretary of State.

20-1      2.  The Secretary of State may refuse to file a document which

20-2  does not comply with subsection 1 or which does not contain all of

20-3  the information required by statute for filing the document.

20-4      3.  If the provisions of the form prescribed by the Secretary of

20-5  State conflict with the provisions of any document that is

20-6  submitted for filing with the form:

20-7      (a) The provisions of the form control for all purposes with

20-8  respect to the information that is required by statute to appear in

20-9  the document in order for the document to be filed; and

20-10     (b) Unless otherwise provided in the document, the provisions

20-11  of the document control in every other situation.

20-12     4.  The Secretary of State may by regulation provide for the

20-13  electronic filing of documents with the Office of the Secretary of

20-14  State.

20-15     Sec. 20.  1.  Except as otherwise provided in subsection 2, if

20-16  a foreign corporation applies to reinstate its charter but its name

20-17  has been legally reserved or acquired by another artificial person

20-18  formed, organized, registered or qualified pursuant to the

20-19  provisions of this title whose name is on file with the Office of the

20-20  Secretary of State or reserved in the Office of the Secretary of

20-21  State pursuant to the provisions of this title, the foreign

20-22  corporation must in its application for reinstatement submit in

20-23  writing to the Secretary of State some other name under which it

20-24  desires its existence to be reinstated. If that name is

20-25  distinguishable from all other names reserved or otherwise on file,

20-26  the Secretary of State shall reinstate the foreign corporation under

20-27  that new name.

20-28     2.  If the applying foreign corporation submits the written,

20-29  acknowledged consent of the artificial person having a name, or

20-30  the person who has reserved a name, which is not distinguishable

20-31  from the old name of the applying foreign corporation or a new

20-32  name it has submitted, it may be reinstated under that name.

20-33     3.  For the purposes of this section, a proposed name is not

20-34  distinguishable from a name on file or reserved solely because one

20-35  or the other contains distinctive lettering, a distinctive mark, a

20-36  trademark or a trade name, or any combination thereof.

20-37     4.  The Secretary of State may adopt regulations that interpret

20-38  the requirements of this section.

20-39     Sec. 21.  NRS 80.005 is hereby amended to read as follows:

20-40     80.005  The Secretary of State may microfilm or image any

20-41  document which is filed in his office by a foreign corporation

20-42  pursuant to this chapter and may return the original document to the

20-43  corporation.

 

 

21-1      Sec. 22.  NRS 80.007 is hereby amended to read as follows:

21-2      80.007  1.  A foreign corporation may correct a document filed

21-3  by the Secretary of State if the document contains an incorrect

21-4  statement or was defectively executed, attested, sealed or verified.

21-5      2.  To correct a document, the corporation [shall:] must:

21-6      (a) Prepare a certificate of correction which:

21-7          (1) States the name of the corporation;

21-8          (2) Describes the document, including, without limitation, its

21-9  filing date;

21-10         (3) Specifies the [incorrect statement and the reason it is

21-11  incorrect or the manner in which the execution was defective;

21-12         (4) Corrects the incorrect statement or defective execution;]

21-13  inaccuracy or defect;

21-14         (4) Sets forth the inaccurate or defective portion of the

21-15  document in an accurate or corrected form; and

21-16         (5) Is signed by an officer of the corporation[; and] or, if no

21-17  stock has been issued by the corporation, by the incorporator or a

21-18  director of the corporation.

21-19     (b) Deliver the certificate to the Secretary of State for filing.

21-20     (c) Pay a filing fee of $175 to the Secretary of State.

21-21     3.  A certificate of correction is effective on the effective date

21-22  of the document it corrects except as to persons relying on the

21-23  uncorrected document and adversely affected by the correction. As

21-24  to those persons, the certificate is effective when filed.

21-25     Sec. 23.  NRS 80.010 is hereby amended to read as follows:

21-26     80.010  1.  Before commencing or doing any business in this

21-27  state, each corporation organized pursuant to the laws of another

21-28  state, territory, the District of Columbia, a possession of the United

21-29  States or a foreign country, that enters this state to do business must:

21-30     (a) File in the Office of the Secretary of State of this state:

21-31         (1) A certificate of corporate existence issued not more than

21-32  90 days before the date of filing by an authorized officer of the

21-33  jurisdiction of its incorporation setting forth the filing of documents

21-34  and instruments related to the articles of incorporation, or the

21-35  governmental acts or other instrument or authority by which the

21-36  corporation was created. If the certificate is in a language other than

21-37  English, a translation, together with the oath of the translator and his

21-38  attestation of its accuracy, must be attached to the certificate.

21-39         (2) A certificate of acceptance of appointment executed by

21-40  its resident agent, who must be a resident or located in this state.

21-41  The certificate must set forth the name of the resident agent, his

21-42  street address for the service of process, and his mailing address if

21-43  different from his street address. The street address of the resident

21-44  agent is the registered office of the corporation in this state.

22-1          (3) A statement executed by an officer of the corporation

22-2  setting forth:

22-3              (I) A general description of the purposes of the

22-4  corporation; and

22-5              (II) The authorized stock of the corporation and the

22-6  number and par value of shares having par value and the number of

22-7  shares having no par value.

22-8      (b) Lodge in the Office of the Secretary of State a copy of the

22-9  document most recently filed by the corporation in the jurisdiction

22-10  of its incorporation setting forth the authorized stock of the

22-11  corporation, the number of par-value shares and their par value, and

22-12  the number of no-par-value shares.

22-13     2.  The Secretary of State shall not file the documents required

22-14  by subsection 1 for any foreign corporation whose name is not

22-15  distinguishable on the records of the Secretary of State from the

22-16  names of all other artificial persons formed, organized, registered or

22-17  qualified pursuant to the provisions of this title that are on file in the

22-18  Office of the Secretary of State and all names that are reserved in

22-19  the Office of the Secretary of State pursuant to the provisions of this

22-20  title, unless the written, acknowledged consent of the holder of the

22-21  name on file or reserved name to use the same name or the

22-22  requested similar name accompanies the articles of incorporation.

22-23     3.  For the purposes of this section and NRS 80.012, a

22-24  proposed name is not distinguishable from a name on file or

22-25  reserved solely because one or the other names contains distinctive

22-26  lettering, a distinctive mark, a trademark or trade name, or any

22-27  combination thereof.

22-28     4.  The name of a foreign corporation whose charter has been

22-29  revoked, which has merged and is not the surviving entity or

22-30  whose existence has otherwise terminated is available for use by

22-31  any other artificial person.

22-32     5.  The Secretary of State shall not accept for filing the

22-33  documents required by subsection 1 or NRS 80.110 for any foreign

22-34  corporation if the name of the corporation contains the words

22-35  “engineer,” “engineered,” “engineering,” “professional engineer,”

22-36  “registered engineer” or “licensed engineer” unless the State Board

22-37  of Professional Engineers and Land Surveyors certifies that:

22-38     (a) The principals of the corporation are licensed to practice

22-39  engineering pursuant to the laws of this state; or

22-40     (b) The corporation is exempt from the prohibitions of

22-41  NRS 625.520.

22-42     [4.] 6. The Secretary of State shall not accept for filing the

22-43  documents required by subsection 1 or NRS 80.110 for any foreign

22-44  corporation if it appears from the documents that the business to be

22-45  carried on by the corporation is subject to supervision by the

23-1  Commissioner of Financial Institutions, unless the Commissioner

23-2  certifies that:

23-3      (a) The corporation has obtained the authority required to do

23-4  business in this state; or

23-5      (b) The corporation is not subject to or is exempt from the

23-6  requirements for obtaining such authority.

23-7      [5.] 7. The Secretary of State shall not accept for filing the

23-8  documents required by subsection 1 or NRS 80.110 for any foreign

23-9  corporation if the name of the corporation contains the words

23-10  “accountant,” “accounting,” “accountancy,” “auditor” or “auditing”

23-11  unless the Nevada State Board of Accountancy certifies that the

23-12  foreign corporation:

23-13     (a) Is registered pursuant to the provisions of chapter 628 of

23-14  NRS; or

23-15     (b) Has filed with the Nevada State Board of Accountancy

23-16  under penalty of perjury a written statement that the foreign

23-17  corporation is not engaged in the practice of accounting and is not

23-18  offering to practice accounting in this state.

23-19     [6.] 8. The Secretary of State may adopt regulations that

23-20  interpret the requirements of this section.

23-21     Sec. 24.  NRS 80.025 is hereby amended to read as follows:

23-22     80.025  1.  If a foreign corporation cannot qualify to do

23-23  business in this state because its name does not meet the

23-24  requirements of [subsection 2 or 3 of] NRS 80.010, it may apply for

23-25  a certificate to do business by having its board of directors adopt a

23-26  resolution setting forth the name under which the corporation elects

23-27  to do business in this state. The resolution may:

23-28     (a) Add to the existing corporate name a word, abbreviation or

23-29  other distinctive element; or

23-30     (b) Adopt a name different from its existing corporate name that

23-31  is available for use in this state.

23-32     2.  In addition to the documents required by subsection 1 of

23-33  NRS 80.010, the corporation shall file a resolution certifying the

23-34  adoption of the modified name.

23-35     3.  If the Secretary of State determines that the modified

23-36  corporate name complies with the provisions of [subsection 2 or 3]

23-37  of NRS 80.010, he shall issue the certificate in the foreign

23-38  corporation’s modified name if the foreign corporation otherwise

23-39  qualifies to do business in this state.

23-40     4.  A foreign corporation doing business in this state under a

23-41  modified corporate name approved by the Secretary of State shall

23-42  use the modified name in its dealings and communications with the

23-43  Secretary of State.

 

 

24-1      Sec. 24.3.  NRS 80.050 is hereby amended to read as follows:

24-2      80.050  1.  Except as otherwise provided in subsection 3,

24-3  foreign corporations shall pay the same fees to the Secretary of State

24-4  as are required to be paid by corporations organized pursuant to the

24-5  laws of this state, but the amount of fees to be charged must not

24-6  exceed:

24-7      (a) The sum of [$25,000] $35,000 for filing documents for

24-8  initial qualification; or

24-9      (b) The sum of [$25,000] $35,000 for each subsequent filing of

24-10  a certificate increasing authorized capital stock.

24-11     2.  If the corporate documents required to be filed set forth only

24-12  the total number of shares of stock the corporation is authorized to

24-13  issue without reference to value, the authorized shares shall be

24-14  deemed to be without par value and the filing fee must be computed

24-15  pursuant to paragraph (b) of subsection 3 of NRS 78.760.

24-16     3.  Foreign corporations which are nonprofit corporations and

24-17  do not have or issue shares of stock shall pay the same fees to the

24-18  Secretary of State as are required to be paid by nonprofit

24-19  corporations organized pursuant to the laws of this state.

24-20     4.  The fee for filing a notice of withdrawal from the State of

24-21  Nevada by a foreign corporation is [$60.] $75.

24-22     Sec. 24.7.  NRS 80.070 is hereby amended to read as follows:

24-23     80.070  1.  A foreign corporation may change its resident

24-24  agent by filing with the Secretary of State:

24-25     (a) A certificate of change [,] of resident agent, signed by an

24-26  officer of the corporation, setting forth:

24-27         (1) The name of the corporation;

24-28         (2) The name and street address of the present resident agent;

24-29  and

24-30         (3) The name and street address of the new resident agent;

24-31  and

24-32     (b) A certificate of acceptance executed by the new resident

24-33  agent, which must be a part of or attached to the certificate of

24-34  change [. The change authorized by this subsection becomes

24-35  effective upon the filing of the certificate of change.] of resident

24-36  agent.

24-37     2.  If the name of a resident agent is changed as a result of a

24-38  merger, conversion, exchange, sale, reorganization or

24-39  amendment, the resident agent shall:

24-40     (a) File with the Secretary of State a certificate of name

24-41  change of resident agent that includes:

24-42         (1) The current name of the resident agent as filed with the

24-43  Secretary of State;

24-44         (2) The new name of the resident agent; and

25-1          (3) The name and file number of each artificial person

25-2  formed, organized, registered or qualified pursuant to the

25-3  provisions of this title that the resident agent represents; and

25-4      (b) Pay to the Secretary of State a filing fee of $100.

25-5      3.  A change authorized by subsection 1 or 2 becomes effective

25-6  upon the filing of the proper certificate of change.

25-7      4.  A [person who has been designated by a foreign corporation

25-8  as] resident agent [may file] who desires to resign shall:

25-9      (a) File with the Secretary of State a signed statement in the

25-10  manner provided pursuant to subsection 1 of NRS 78.097 that he is

25-11  unwilling to continue to act as the resident agent of the corporation

25-12  for the service of process [.

25-13     3.] ; and

25-14     (b) Pay to the Secretary of State the filing fee set forth in

25-15  subsection 1 of NRS 78.097.

25-16  A resignation is not effective until the signed statement is filed

25-17  with the Secretary of State.

25-18     5. Upon the filing of the statement of resignation with the

25-19  Secretary of State, the capacity of the resigning person as resident

25-20  agent terminates. If the statement of resignation is not accompanied

25-21  by a statement of the corporation appointing a successor resident

25-22  agent, the resigning resident agent shall give written notice, by mail,

25-23  to the corporation, of the filing of the statement and its effect. The

25-24  notice must be addressed to any officer of the corporation other than

25-25  the resident agent.

25-26     [4.] 6. If a resident agent dies, resigns or moves from the State,

25-27  the corporation, within 30 days thereafter, shall file with the

25-28  Secretary of State a certificate of acceptance executed by the new

25-29  resident agent. The certificate must set forth the name of the new

25-30  resident agent, his street address for the service of process, and his

25-31  mailing address if different from his street address.

25-32     [5.] 7. A corporation that fails to file a certificate of acceptance

25-33  executed by a new resident agent within 30 days after the death,

25-34  resignation or removal of its resident agent shall be deemed in

25-35  default and is subject to the provisions of NRS 80.150 and 80.160.

25-36     Sec. 25.  NRS 80.110 is hereby amended to read as follows:

25-37     80.110  1.  Each foreign corporation doing business in this

25-38  state shall, on or before the [first] last day of the [second] first

25-39  month after the filing of its certificate of corporate existence with

25-40  the Secretary of State, and annually thereafter on or before the last

25-41  day of the month in which the anniversary date of its qualification to

25-42  do business in this state occurs in each year, file with the Secretary

25-43  of State a list, on a form furnished by him, that contains:

26-1      (a) The names and addresses, either residence or business, of

26-2  its president, secretary and treasurer , or [their equivalent,] the

26-3  equivalent thereof, and all of its directors;

26-4      (b) [A designation of its] The name and street address of the

26-5  lawfully designated resident agent of the corporation in this state;

26-6  and

26-7      (c) The signature of an officer of the corporation.

26-8  Each list filed pursuant to this subsection must be accompanied by a

26-9  declaration under penalty of perjury that the foreign corporation has

26-10  complied with the provisions of chapter 364A of NRS[.] and which

26-11  acknowledges that pursuant to NRS 239.330 it is a category C

26-12  felony to knowingly offer any false or forged instrument for filing

26-13  with the Office of the Secretary of State.

26-14     2.  Upon filing:

26-15     (a) The initial list required by subsection 1, the corporation shall

26-16  pay to the Secretary of State a fee of [$165.] $125.

26-17     (b) Each annual list required by subsection 1, the corporation

26-18  shall pay to the Secretary of State [a fee of $85.] , if the amount

26-19  represented by the total number of shares provided for in the

26-20  articles is:

 

26-21  $75,000 or less................................ $125

26-22  Over $75,000 and not over $200,000175

26-23  Over $200,000 and not over $500,000275

26-24  Over $500,000 and not over $1,000,000   375

26-25  Over $1,000,000:

26-26     For the first $1,000,000................ 375

26-27     For each additional $500,000 or fraction thereof   275

26-28  The maximum fee which may be charged pursuant to paragraph

26-29  (b) for filing the annual list is $11,100.

 

26-30     3.  If a director or officer of a corporation resigns and the

26-31  resignation is not made in conjunction with the filing of an

26-32  annual or amended list of directors and officers, the corporation

26-33  shall pay to the Secretary of State a fee of $75 to file the

26-34  resignation of the director or officer.

26-35     4.  The Secretary of State shall, 60 days before the last day for

26-36  filing each annual list required by subsection 1, cause to be mailed

26-37  to each corporation which is required to comply with the provisions

26-38  of NRS 80.110 to 80.170, inclusive, and which has not become

26-39  delinquent, the blank forms to be completed and filed with him.

26-40  Failure of any corporation to receive the forms does not excuse it

26-41  from the penalty imposed by the provisions of NRS 80.110 to

26-42  80.170, inclusive.

27-1      [4.] 5. An annual list for a corporation not in default which is

27-2  received by the Secretary of State more than [60] 90 days before its

27-3  due date shall be deemed an amended list for the previous year and

27-4  does not satisfy the requirements of subsection 1 for the year to

27-5  which the due date is applicable.

27-6      Sec. 26.  NRS 80.120 is hereby amended to read as follows:

27-7      80.120  If a corporation has filed the initial or annual list in

27-8  compliance with NRS 80.110 and has paid the appropriate fee for

27-9  the filing, the cancelled check or other proof of payment received

27-10  by the corporation constitutes a certificate authorizing it to transact

27-11  its business within this state until the last day of the month in which

27-12  the anniversary of its qualification to transact business occurs in the

27-13  next succeeding calendar year. [If the corporation desires a formal

27-14  certificate upon its payment of the initial or annual fee, its payment

27-15  must be accompanied by a self-addressed, stamped envelope.]

27-16     Sec. 27.  NRS 80.140 is hereby amended to read as follows:

27-17     80.140  1.  [Every] Each list required to be filed under the

27-18  provisions of NRS 80.110 to 80.170, inclusive, must, after the name

27-19  of each officer and director listed thereon, set forth the [post office

27-20  box or street] address, either residence or business, of each officer

27-21  and director.

27-22     2.  If the addresses are not stated for each person on any list

27-23  offered for filing, the Secretary of State may refuse to file the list,

27-24  and the corporation for which the list has been offered for filing is

27-25  subject to all the provisions of NRS 80.110 to 80.170, inclusive,

27-26  relating to failure to file the list within or at the times therein

27-27  specified, unless a list is subsequently submitted for filing which

27-28  conforms to the provisions of this section.

27-29     Sec. 28.  NRS 80.150 is hereby amended to read as follows:

27-30     80.150  1.  Any corporation required to make a filing and pay

27-31  the fee prescribed in NRS 80.110 to 80.170, inclusive, which refuses

27-32  or neglects to do so within the time provided[,] is in default.

27-33     2.  For default there must be added to the amount of the fee a

27-34  penalty of [$50,] $75 and unless the filing is made and the fee and

27-35  penalty are paid on or before the [first day of the ninth month

27-36  following the month] last day of the month in which the

27-37  anniversary date of incorporation occurs in which filing was

27-38  required, the defaulting corporation by reason of its default forfeits

27-39  its right to transact any business within this state. The fee and

27-40  penalty must be collected as provided in this chapter.

27-41     Sec. 29.  NRS 80.160 is hereby amended to read as follows:

27-42     80.160  1.  The Secretary of State shall notify, by [letter

27-43  addressed] providing written notice to its resident agent, each

27-44  corporation deemed in default pursuant to NRS 80.150. The written

27-45  notice [must be accompanied by] :

28-1      (a) Must include a statement indicating the amount of the filing

28-2  fee, penalties incurred and costs remaining unpaid.

28-3      (b) At the request of the resident agent, may be provided

28-4  electronically.

28-5      2.  Immediately after the [first day of the ninth month following

28-6  the month in which filing was required,] last day of the month in

28-7  which the anniversary date of incorporation occurs, the Secretary

28-8  of State shall compile a [full and] complete list containing the names

28-9  of all corporations whose right to [do] transact business has been

28-10  forfeited.

28-11     3.  The Secretary of State shall notify, by [letter addressed]

28-12  providing written notice to its resident agent, each corporation

28-13  specified in subsection 2 of the forfeiture of its right to do business.

28-14  The written notice [must be accompanied by] :

28-15     (a) Must include a statement indicating the amount of the filing

28-16  fee, penalties incurred and costs remaining unpaid.

28-17     (b) At the request of the resident agent, may be provided

28-18  electronically.

28-19     Sec. 30.  NRS 80.170 is hereby amended to read as follows:

28-20     80.170  1.  Except as otherwise provided in subsections 3 and

28-21  4, the Secretary of State shall reinstate a corporation which has

28-22  forfeited or which forfeits its right to transact business under the

28-23  provisions of this chapter and shall restore to the corporation its

28-24  right to transact business in this state, and to exercise its corporate

28-25  privileges and immunities , if it:

28-26     (a) Files with the Secretary of State [a] :

28-27         (1) The list as provided in NRS 80.110 and 80.140; and

28-28         (2) A certificate of acceptance of appointment signed by its

28-29  resident agent; and

28-30     (b) Pays to the Secretary of State:

28-31         (1) The filing fee and penalty set forth in NRS 80.110 and

28-32  80.150 for each year or portion thereof that its right to transact

28-33  business was forfeited; and

28-34         (2) A fee of [$200] $300 for reinstatement.

28-35     2.  [If payment is made and] When the Secretary of State

28-36  reinstates the corporation , [to its former rights,] he shall[:

28-37     (a) Immediately issue and deliver to the corporation so

28-38  reinstated a certificate of reinstatement authorizing it to transact

28-39  business in the same manner as if the filing fee had been paid when

28-40  due; and

28-41     (b) Upon demand,] issue to the corporation [one or more

28-42  certified copies of the] a certificate of reinstatement [.] if the

28-43  corporation:

28-44     (a) Requests a certificate of reinstatement; and

29-1      (b) Pays the required fees pursuant to subsection 8 of

29-2  NRS 78.785.

29-3      3.  The Secretary of State shall not order a reinstatement unless

29-4  all delinquent fees and penalties have been paid[,] and the

29-5  revocation of the right to transact business occurred only by reason

29-6  of failure to pay the fees and penalties.

29-7      4.  If the right of a corporation to transact business in this state

29-8  has been forfeited pursuant to the provisions of NRS 80.160 and has

29-9  remained forfeited for a period of 5 consecutive years, the right is

29-10  not subject to reinstatement.

29-11     Sec. 30.5.  NRS 80.190 is hereby amended to read as follows:

29-12     80.190  1.  Except as otherwise provided in subsection 2, each

29-13  foreign corporation doing business in this state shall, not later than

29-14  the month of March in each year, publish a statement of its last

29-15  calendar year’s business in two numbers or issues of a newspaper

29-16  published in this state [.] that has a total weekly circulation of at

29-17  least 1,000. The statement must include:

29-18     (a) The name of the corporation.

29-19     (b) The name and title of the corporate officer submitting the

29-20  statement.

29-21     (c) The mailing or street address of the corporation’s principal

29-22  office.

29-23     (d) The mailing or street address of the corporation’s office in

29-24  this state, if one exists.

29-25     (e) The total assets and liabilities of the corporation at the end

29-26  of the year.

29-27     2.  If the corporation keeps its records on the basis of a fiscal

29-28  year other than the calendar, the statement required by subsection 1

29-29  must be published not later than the end of the third month

29-30  following the close of each fiscal year.

29-31     3.  A corporation which neglects or refuses to publish a

29-32  statement as required by this section is liable to a penalty of $100

29-33  for each month that the statement remains unpublished.

29-34     4.  Any district attorney in the State or the Attorney General

29-35  may sue to recover the penalty. The first county suing through its

29-36  district attorney shall recover the penalty, and if no suit is brought

29-37  for the penalty by any district attorney, the State may recover

29-38  through the Attorney General.

29-39     Sec. 31.  Chapter 81 of NRS is hereby amended by adding

29-40  thereto the provisions set forth as sections 32 and 33 of this act.

29-41     Sec. 32.  1.  Each document filed with the Secretary of State

29-42  pursuant to this chapter must be on or accompanied by a form

29-43  prescribed by the Secretary of State.

30-1      2.  The Secretary of State may refuse to file a document which

30-2  does not comply with subsection 1 or which does not contain all of

30-3  the information required by statute for filing the document.

30-4      3.  If the provisions of the form prescribed by the Secretary of

30-5  State conflict with the provisions of any document that is

30-6  submitted for filing with the form:

30-7      (a) The provisions of the form control for all purposes with

30-8  respect to the information that is required by statute to appear in

30-9  the document in order for the document to be filed; and

30-10     (b) Unless otherwise provided in the document, the provisions

30-11  of the document control in every other situation.

30-12     4.  The Secretary of State may by regulation provide for the

30-13  electronic filing of documents with the Office of the Secretary of

30-14  State.

30-15     Sec. 33.  1.  A nonprofit cooperative corporation, a

30-16  cooperative association, a charitable organization or any other

30-17  entity formed under the provisions of this chapter may correct a

30-18  document filed by the Secretary of State with respect to the entity if

30-19  the document contains an inaccurate record of an action

30-20  described in the document or was defectively executed, attested,

30-21  sealed, verified or acknowledged.

30-22     2.  To correct a document, the entity must:

30-23     (a) Prepare a certificate of correction which:

30-24         (1) States the name of the entity;

30-25         (2) Describes the document, including, without limitation,

30-26  its filing date;

30-27         (3) Specifies the inaccuracy or defect;

30-28         (4) Sets forth the inaccurate or defective portion of the

30-29  document in an accurate or corrected form; and

30-30         (5) Is signed by an officer of the entity or, if the certificate

30-31  is filed before the first meeting of the board of directors, by an

30-32  incorporator or director.

30-33     (b) Deliver the certificate to the Secretary of State for filing.

30-34     (c) Pay a filing fee of $25 to the Secretary of State.

30-35     3.  A certificate of correction is effective on the effective date

30-36  of the document it corrects except as to persons relying on the

30-37  uncorrected document and adversely affected by the correction. As

30-38  to those persons, the certificate is effective when filed.

30-39     Sec. 34.  NRS 81.200 is hereby amended to read as follows:

30-40     81.200  1.  [Every] Each association formed under NRS

30-41  81.170 to 81.270, inclusive, shall prepare articles of association in

30-42  writing, setting forth:

30-43     (a) The name of the association.

30-44     (b) The purpose for which it is formed.

31-1      (c) The name of the person designated as the resident agent, the

31-2  street address for service of process, and the mailing address if

31-3  different from the street address.

31-4      (d) The term for which it is to exist, which may be perpetual.

31-5      (e) The [number of the directors thereof, and the] names and

31-6  [residences of those] addresses, either residence or business, of the

31-7  directors selected for the first year.

31-8      (f) The amount which each member is to pay upon admission as

31-9  a fee for membership, and that each member signing the articles has

31-10  actually paid the fee.

31-11     (g) That the interest and right of each member therein is to be

31-12  equal.

31-13     (h) The name and [post office box or street] address, either

31-14  residence or business, of each of the persons executing the articles

31-15  of association.

31-16     2.  The articles of association must be subscribed by the

31-17  original associates or members.

31-18     3.  The articles so subscribed must be filed, together with a

31-19  certificate of acceptance of appointment executed by the resident

31-20  agent for the association, in the Office of the Secretary of State, who

31-21  shall furnish a certified copy thereof. From the time of the filing in

31-22  the Office of the Secretary of State, the association may exercise all

31-23  the powers for which it was formed.

31-24     Sec. 35.  Chapter 82 of NRS is hereby amended by adding

31-25  thereto the provisions set forth as sections 36 to 44, inclusive, of this

31-26  act.

31-27     Sec. 36.  1.  Each document filed with the Secretary of State

31-28  pursuant to this chapter must be on or accompanied by a form

31-29  prescribed by the Secretary of State.

31-30     2.  The Secretary of State may refuse to file a document which

31-31  does not comply with subsection 1 or which does not contain all of

31-32  the information required by statute for filing the document.

31-33     3.  If the provisions of the form prescribed by the Secretary of

31-34  State conflict with the provisions of any document that is

31-35  submitted for filing with the form:

31-36     (a) The provisions of the form control for all purposes with

31-37  respect to the information that is required by statute to appear in

31-38  the document in order for the document to be filed; and

31-39     (b) Unless otherwise provided in the document, the provisions

31-40  of the document control in every other situation.

31-41     4.  The Secretary of State may by regulation provide for the

31-42  electronic filing of documents with the Office of the Secretary of

31-43  State.

31-44     Sec. 37.  1.  A corporation may correct a document filed by

31-45  the Secretary of State with respect to the corporation if the

32-1  document contains an inaccurate record of a corporate action

32-2  described in the document or was defectively executed, attested,

32-3  sealed, verified or acknowledged.

32-4      2.  To correct a document, the corporation must:

32-5      (a) Prepare a certificate of correction which:

32-6          (1) States the name of the corporation;

32-7          (2) Describes the document, including, without limitation,

32-8  its filing date;

32-9          (3) Specifies the inaccuracy or defect;

32-10         (4) Sets forth the inaccurate or defective portion of the

32-11  document in an accurate or corrected form; and

32-12         (5) Is signed by an officer of the corporation or, if the

32-13  certificate is filed before the first meeting of the board of directors,

32-14  by an incorporator or director.

32-15     (b) Deliver the certificate to the Secretary of State for filing.

32-16     (c) Pay a filing fee of $25 to the Secretary of State.

32-17     3.  A certificate of correction is effective on the effective date

32-18  of the document it corrects except as to persons relying on the

32-19  uncorrected document and adversely affected by the correction. As

32-20  to those persons, the certificate is effective when filed.

32-21     Sec. 38.  1.  Each foreign nonprofit corporation doing

32-22  business in this state shall, on or before the last day of the first

32-23  month after the filing of its application for registration as a

32-24  foreign nonprofit corporation with the Secretary of State, and

32-25  annually thereafter on or before the last day of the month in

32-26  which the anniversary date of its qualification to do business in

32-27  this state occurs in each year, file with the Secretary of State a list,

32-28  on a form furnished by him, that contains:

32-29     (a) The name of the foreign nonprofit corporation;

32-30     (b) The file number of the foreign nonprofit corporation, if

32-31  known;

32-32     (c) The names and titles of the president, secretary and

32-33  treasurer, or the equivalent thereof, and all of the directors of the

32-34  foreign nonprofit corporation;

32-35     (d) The address, either residence or business, of the president,

32-36  secretary and treasurer, or the equivalent thereof, and each

32-37  director of the foreign nonprofit corporation;

32-38     (e) The name and address of its resident agent in this state;

32-39  and

32-40     (f) The signature of an officer of the foreign nonprofit

32-41  corporation certifying that the list is true, complete and accurate.

32-42     2.  Each list filed pursuant to this section must be

32-43  accompanied by a declaration under penalty of perjury that the

32-44  foreign nonprofit corporation:

33-1      (a) Has complied with the provisions of chapter 364A of NRS;

33-2  and

33-3      (b) Acknowledges that pursuant to NRS 239.330 it is a

33-4  category C felony to knowingly offer any false or forged

33-5  instrument for filing with the Office of the Secretary of State.

33-6      3.  Upon filing the initial list and each annual list pursuant to

33-7  this section, the foreign nonprofit corporation must pay to the

33-8  Secretary of State a fee of $25.

33-9      4.  The Secretary of State shall, 60 days before the last day for

33-10  filing each annual list, cause to be mailed to each foreign

33-11  nonprofit corporation which is required to comply with the

33-12  provisions of sections 38 to 44, inclusive, of this act, and which

33-13  has not become delinquent, the blank forms to be completed and

33-14  filed with him. Failure of any foreign nonprofit corporation to

33-15  receive the forms does not excuse it from the penalty imposed by

33-16  the provisions of sections 38 to 44, inclusive, of this act.

33-17     5.  An annual list for a foreign nonprofit corporation not in

33-18  default that is received by the Secretary of State more than 90 days

33-19  before its due date shall be deemed an amended list for the

33-20  previous year and does not satisfy the requirements of subsection 1

33-21  for the year to which the due date is applicable.

33-22     Sec. 39.  If a foreign nonprofit corporation has filed the

33-23  initial or annual list in compliance with section 38 of this act and

33-24  has paid the appropriate fee for the filing, the cancelled check or

33-25  other proof of payment received by the foreign nonprofit

33-26  corporation constitutes a certificate authorizing it to transact its

33-27  business within this state until the last day of the month in which

33-28  the anniversary of its qualification to transact business occurs in

33-29  the next succeeding calendar year.

33-30     Sec. 40.  1.  Each list required to be filed under the

33-31  provisions of sections 38 to 44, inclusive, of this act must, after the

33-32  name of each officer listed thereon, set forth the address, either

33-33  residence or business, of each officer.

33-34     2.  If the addresses are not stated for each person on any list

33-35  offered for filing, the Secretary of State may refuse to file the list,

33-36  and the foreign nonprofit corporation for which the list has been

33-37  offered for filing is subject to all the provisions of sections 38 to

33-38  44, inclusive, of this act relating to failure to file the list within or

33-39  at the times therein specified, unless a list is subsequently

33-40  submitted for filing which conforms to the provisions of this

33-41  section.

33-42     Sec. 41.  1.  Each foreign nonprofit corporation required to

33-43  make a filing and pay the fee prescribed in sections 38 to 44,

33-44  inclusive, of this act that refuses or neglects to do so within the

33-45  time provided is in default.

34-1      2.  For default there must be added to the amount of the fee a

34-2  penalty of $50, and unless the filing is made and the fee and

34-3  penalty are paid on or before the last day of the month in which

34-4  the anniversary date of the foreign nonprofit corporation occurs,

34-5  the defaulting foreign nonprofit corporation forfeits its right to

34-6  transact any business within this state. The fee and penalty must

34-7  be collected as provided in this chapter.

34-8      Sec. 42.  1.  The Secretary of State shall notify, by providing

34-9  written notice to its resident agent, each foreign nonprofit

34-10  corporation deemed in default pursuant to section 41 of this act.

34-11  The written notice:

34-12     (a) Must include a statement indicating the amount of the

34-13  filing fee, penalties incurred and costs remaining unpaid.

34-14     (b) At the request of the resident agent, may be provided

34-15  electronically.

34-16     2.  Immediately after the last day of the month in which the

34-17  anniversary date of incorporation occurs, the Secretary of State

34-18  shall compile a complete list containing the names of all foreign

34-19  nonprofit corporations whose right to transact business has been

34-20  forfeited.

34-21     3.  The Secretary of State shall notify, by providing written

34-22  notice to its resident agent, each foreign nonprofit corporation

34-23  specified in subsection 2 of the forfeiture of its right to transact

34-24  business. The written notice:

34-25     (a) Must include a statement indicating the amount of the

34-26  filing fee, penalties incurred and costs remaining unpaid.

34-27     (b) At the request of the resident agent, may be provided

34-28  electronically.

34-29     Sec. 43.  1.  Except as otherwise provided in subsections 3

34-30  and 4, the Secretary of State shall reinstate a foreign nonprofit

34-31  corporation which has forfeited or which forfeits its right to

34-32  transact business pursuant to the provisions of sections 38 to 44,

34-33  inclusive, of this act and restore to the foreign nonprofit

34-34  corporation its right to transact business in this state, and to

34-35  exercise its corporate privileges and immunities, if it:

34-36     (a) Files with the Secretary of State a list as provided in

34-37  sections 38 and 40 of this act; and

34-38     (b) Pays to the Secretary of State:

34-39         (1) The filing fee and penalty set forth in sections 38 and 41

34-40  of this act for each year or portion thereof that its right to transact

34-41  business was forfeited; and

34-42         (2) A fee of $100 for reinstatement.

34-43     2.  When the Secretary of State reinstates the foreign

34-44  nonprofit corporation, he shall issue to the foreign nonprofit

35-1  corporation a certificate of reinstatement if the foreign nonprofit

35-2  corporation:

35-3      (a) Requests a certificate of reinstatement; and

35-4      (b) Pays the fees as provided in subsection 8 of NRS 78.785.

35-5      3.  The Secretary of State shall not order a reinstatement

35-6  unless all delinquent fees and penalties have been paid and the

35-7  revocation of the right to transact business occurred only by

35-8  reason of failure to pay the fees and penalties.

35-9      4.  If the right of a foreign nonprofit corporation to transact

35-10  business in this state has been forfeited pursuant to the provisions

35-11  of section 42 of this act and has remained forfeited for a period of

35-12  5 consecutive years, the right to transact business must not be

35-13  reinstated.

35-14     Sec. 44.  1.  Except as otherwise provided in subsection 2, if

35-15  a foreign nonprofit corporation applies to reinstate its charter but

35-16  its name has been legally reserved or acquired by another artificial

35-17  person formed, organized, registered or qualified pursuant to the

35-18  provisions of this title and that name is on file with the Office of

35-19  the Secretary of State or reserved in the Office of the Secretary of

35-20  State pursuant to the provisions of this title, the foreign nonprofit

35-21  corporation must in its application for reinstatement submit in

35-22  writing to the Secretary of State some other name under which it

35-23  desires its existence to be reinstated. If that name is

35-24  distinguishable from all other names reserved or otherwise on file,

35-25  the Secretary of State shall reinstate the foreign nonprofit

35-26  corporation under that new name.

35-27     2.  If the applying foreign nonprofit corporation submits the

35-28  written, acknowledged consent of the artificial person having a

35-29  name, or who has reserved a name, which is not distinguishable

35-30  from the old name of the applying foreign nonprofit corporation

35-31  or a new name it has submitted, it may be reinstated under that

35-32  name.

35-33     3.  For the purposes of this section, a proposed name is not

35-34  distinguishable from a name on file or reserved solely because one

35-35  or the other contains distinctive lettering, a distinctive mark, a

35-36  trademark or a trade name, or any combination thereof.

35-37     4.  The Secretary of State may adopt regulations that interpret

35-38  the requirements of this section.

35-39     Sec. 45.  NRS 82.106 is hereby amended to read as follows:

35-40     82.106  1.  The Secretary of State shall not accept for filing

35-41  pursuant to this chapter any articles of incorporation or any

35-42  certificate of amendment of articles of incorporation of any

35-43  corporation formed or existing pursuant to this chapter if the name

35-44  of the corporation contains the words “trust,” “engineer,”

36-1  “engineered,” “engineering,” “professional engineer” or “licensed

36-2  engineer.”

36-3      2.  The Secretary of State shall not accept for filing any articles

36-4  of incorporation or any certificate of amendment of articles of

36-5  incorporation of any corporation formed or existing under this

36-6  chapter when it appears from the articles or the certificate of

36-7  amendment that the business to be carried on by the corporation is

36-8  subject to supervision by the Commissioner of Insurance.

36-9      3.  The Secretary of State shall not accept for filing pursuant to

36-10  this chapter any articles of incorporation or any certificate of

36-11  amendment of articles of incorporation of any corporation formed or

36-12  existing pursuant to this chapter if the name of the corporation

36-13  contains the words “accountant,” “accounting,” “accountancy,”

36-14  “auditor” or “auditing.”

36-15     4.  The Secretary of State shall not accept for filing any

36-16  articles of incorporation or any certificate of amendment of

36-17  articles of incorporation of any corporation formed or existing

36-18  pursuant to the laws of this state which provides that the name of

36-19  the corporation contains the words “unit-owners’ association” or

36-20  “homeowners’ association” or if it appears in the articles of

36-21  incorporation or certificate of amendment that the purpose of the

36-22  corporation is to operate as a unit-owners’ association pursuant to

36-23  chapter 116 of NRS unless the Administrator of the Real Estate

36-24  Division of the Department of Business and Industry certifies that

36-25  the corporation has:

36-26     (a) Registered with the Ombudsman for Owners in Common-

36-27  Interest Communities pursuant to NRS 116.31158; and

36-28     (b) Paid to the Administrator of the Real Estate Division the

36-29  fees required pursuant to NRS 116.31155.

36-30     Sec. 46.  NRS 82.193 is hereby amended to read as follows:

36-31     82.193  1.  A corporation shall have a resident agent in the

36-32  manner provided in NRS 78.090, 78.095, 78.097 and 78.110. The

36-33  resident agent and the corporation shall comply with the provisions

36-34  of those sections.

36-35     2.  Upon notification from the Administrator of the Real

36-36  Estate Division of the Department of Business and Industry that a

36-37  corporation which is a unit-owners’ association as defined in NRS

36-38  116.110315 has failed to register pursuant to NRS 116.31158 or

36-39  failed to pay the fees pursuant to NRS 116.31155, the Secretary of

36-40  State shall deem the corporation to be in default. If, after the

36-41  corporation is deemed to be in default, the Administrator notifies

36-42  the Secretary of State that the corporation has registered pursuant

36-43  to NRS 116.31158 and paid the fees pursuant to NRS 116.31155,

36-44  the Secretary of State shall reinstate the corporation if the

37-1  corporation complies with the requirements for reinstatement as

37-2  provided in this section and NRS 78.150 to 78.185, inclusive.

37-3      3.  A corporation is subject to the provisions of NRS 78.150 to

37-4  78.185, inclusive, except that:

37-5      (a) The fee for filing a list is [$15;] $25;

37-6      (b) The penalty added for default is [$5;] $50; and

37-7      (c) The fee for reinstatement is [$25.] $100.

37-8      Sec. 47.  NRS 82.356 is hereby amended to read as follows:

37-9      82.356  1.  [Every] Each amendment adopted pursuant to the

37-10  provisions of NRS 82.351 must be made in the following manner:

37-11     (a) The board of directors must adopt a resolution setting forth

37-12  the amendment proposed, approve it and, if the corporation has

37-13  members entitled to vote on an amendment to the articles, call a

37-14  meeting, either annual or special, of the members. The amendment

37-15  must also be approved by [every] each public official or other

37-16  person whose approval of an amendment of articles is required by

37-17  the articles.

37-18     (b) At the meeting of members, of which notice must be given

37-19  to each member entitled to vote pursuant to the provisions of this

37-20  section, a vote of the members entitled to vote in person or by proxy

37-21  must be taken for and against the proposed amendment. A majority

37-22  of a quorum of the voting power of the members or such greater

37-23  proportion of the voting power of members as may be required in

37-24  the case of a vote by classes, as provided in subsection 3, or as may

37-25  be required by the articles, must vote in favor of the amendment.

37-26     (c) Upon approval of the amendment by the directors, or if the

37-27  corporation has members entitled to vote on an amendment to the

37-28  articles, by both the directors and those members, and such other

37-29  persons or public officers, if any, as are required to do so by the

37-30  articles, [the chairman of the board or the president or vice

37-31  president, and the secretary or assistant secretary,] an officer of the

37-32  corporation must execute a certificate setting forth the amendment,

37-33  or setting forth the articles as amended, that the public officers or

37-34  other persons, if any, required by the articles have approved the

37-35  amendment, and the vote of the members and directors by which the

37-36  amendment was adopted.

37-37     (d) The certificate so executed must be filed in the Office of the

37-38  Secretary of State.

37-39     2.  Upon filing the certificate, the articles of incorporation are

37-40  amended accordingly.

37-41     3.  If any proposed amendment would alter or change any

37-42  preference or any relative or other right given to any class of

37-43  members, then the amendment must be approved by the vote, in

37-44  addition to the affirmative vote otherwise required, of the holders of

37-45  a majority of a quorum of the voting power of each class of

38-1  members affected by the amendment regardless of limitations or

38-2  restrictions on their voting power.

38-3      4.  In the case of any specified amendments, the articles may

38-4  require a larger vote of members than that required by this section.

38-5      Sec. 48.  NRS 82.451 is hereby amended to read as follows:

38-6      82.451  1.  A corporation may be dissolved and its affairs

38-7  wound up voluntarily if the board of directors adopts a resolution to

38-8  that effect and calls a meeting of the members entitled to vote to

38-9  take action upon the resolution. The resolution must also be

38-10  approved by any person or superior organization whose approval is

38-11  required by a provision of the articles authorized by NRS 82.091.

38-12  The meeting of the members must be held with due notice. If at the

38-13  meeting the members entitled to exercise a majority of all the voting

38-14  power consent by resolution to the dissolution, a certificate signed

38-15  by an officer of the corporation setting forth that the dissolution has

38-16  been approved in compliance with this section, together with a list

38-17  of the names and [residences] addresses, either residence or

38-18  business, of the [directors and officers, executed by the chairman of

38-19  the board, president or vice president, and the secretary or an

38-20  assistant secretary,] president, secretary and treasurer, or the

38-21  equivalent thereof, and all of the directors of the corporation, must

38-22  be filed in the Office of the Secretary of State.

38-23     2.  If a corporation has no members entitled to vote upon a

38-24  resolution calling for the dissolution of the corporation, the

38-25  corporation may be dissolved and its affairs wound up voluntarily

38-26  by the board of directors if it adopts a resolution to that effect. The

38-27  resolution must also be approved by any person or superior

38-28  organization whose approval is required by a provision of the

38-29  articles authorized by NRS 82.091. A certificate setting forth that

38-30  the dissolution has been approved in compliance with this section

38-31  and a list of the officers and directors, [executed] signed as provided

38-32  in subsection 1, must be filed in the Office of the Secretary of State.

38-33     3.  Upon the dissolution of any corporation under the provisions

38-34  of this section or upon the expiration of its period of corporate

38-35  existence, the directors are the trustees of the corporation in

38-36  liquidation and in winding up the affairs of the corporation. The act

38-37  of a majority of the directors as trustees remaining in office is the

38-38  act of the directors as trustees.

38-39     Sec. 49.  NRS 82.526 is hereby amended to read as follows:

38-40     82.526  The Secretary of State may microfilm or image any

38-41  document which is filed in his office by a corporation pursuant to

38-42  this chapter and may return the original document to the

38-43  corporation.

 

 

39-1      Sec. 49.3.  NRS 82.531 is hereby amended to read as follows:

39-2      82.531  1.  The fee for filing articles of incorporation,

39-3  amendments to or restatements of articles of incorporation,

39-4  certificates pursuant to NRS 82.061 and 82.063 and documents for

39-5  dissolution is [$25] $50 for each document.

39-6      2.  Except as otherwise provided in NRS 82.193 and subsection

39-7  1, the fees for filing documents are those set forth in NRS 78.765 to

39-8  78.785, inclusive.

39-9      Sec. 49.7.  NRS 82.546 is hereby amended to read as follows:

39-10     82.546  1.  Any corporation which did exist or is existing

39-11  pursuant to the laws of this state may, upon complying with the

39-12  provisions of NRS 78.150 and 82.193, procure a renewal or revival

39-13  of its charter for any period, together with all the rights, franchises,

39-14  privileges and immunities, and subject to all its existing and

39-15  preexisting debts, duties and liabilities secured or imposed by its

39-16  original charter and amendments thereto, or its existing charter, by

39-17  filing:

39-18     (a) A certificate with the Secretary of State, which must set

39-19  forth:

39-20         (1) The name of the corporation, which must be the name of

39-21  the corporation at the time of the renewal or revival, or its name at

39-22  the time its original charter expired.

39-23         (2) The name and street address of the lawfully designated

39-24  resident agent of the filing corporation, and his mailing address if

39-25  different from his street address.

39-26         (3) The date when the renewal or revival of the charter is to

39-27  commence or be effective, which may be, in cases of a revival,

39-28  before the date of the certificate.

39-29         (4) Whether or not the renewal or revival is to be perpetual,

39-30  and, if not perpetual, the time for which the renewal or revival is to

39-31  continue.

39-32         (5) That the corporation desiring to renew or revive its

39-33  charter is, or has been, organized and carrying on the business

39-34  authorized by its existing or original charter and amendments

39-35  thereto, and desires to renew or continue through revival its

39-36  existence pursuant to and subject to the provisions of this chapter.

39-37     (b) A list of its president, secretary and treasurer and all of its

39-38  directors and their post office box and street addresses, either

39-39  residence or business.

39-40     2.  A corporation whose charter has not expired and is being

39-41  renewed shall cause the certificate to be signed by its president or

39-42  vice president and secretary or assistant secretary. The certificate

39-43  must be approved by a majority of the last-appointed surviving

39-44  directors.

40-1      3.  A corporation seeking to revive its original or amended

40-2  charter shall cause the certificate to be signed by its president or

40-3  vice president and secretary or assistant secretary. The execution

40-4  and filing of the certificate must be approved unanimously by the

40-5  last-appointed surviving directors of the corporation and must

40-6  contain a recital that unanimous consent was secured. The

40-7  corporation shall pay to the Secretary of State the fee required to

40-8  establish a new corporation pursuant to the provisions of this

40-9  chapter.

40-10     4.  The filed certificate, or a copy thereof which has been

40-11  certified under the hand and seal of the Secretary of State, must be

40-12  received in all courts and places as prima facie evidence of the facts

40-13  therein stated and of the existence and incorporation of the

40-14  corporation named therein.

40-15     Sec. 50.  Chapter 84 of NRS is hereby amended by adding

40-16  thereto the provisions set forth as sections 51 and 52 of this act.

40-17     Sec. 51.  1.  Each document filed with the Secretary of State

40-18  pursuant to this chapter must be on or accompanied by a form

40-19  prescribed by the Secretary of State.

40-20     2.  The Secretary of State may refuse to file a document which

40-21  does not comply with subsection 1 or which does not contain all of

40-22  the information required by statute for filing the document.

40-23     3.  If the provisions of the form prescribed by the Secretary of

40-24  State conflict with the provisions of any document that is

40-25  submitted for filing with the form:

40-26     (a) The provisions of the form control for all purposes with

40-27  respect to the information that is required by statute to appear in

40-28  the document in order for the document to be filed; and

40-29     (b) Unless otherwise provided in the document, the provisions

40-30  of the document control in every other situation.

40-31     4.  The Secretary of State may by regulation provide for the

40-32  electronic filing of documents with the Office of the Secretary of

40-33  State.

40-34     Sec. 52.  1.  A corporation sole may correct a document filed

40-35  by the Secretary of State with respect to the corporation sole if the

40-36  document contains an inaccurate record of an action of the

40-37  corporation sole described in the document or was defectively

40-38  executed, attested, sealed, verified or acknowledged.

40-39     2.  To correct a document, the corporation sole must:

40-40     (a) Prepare a certificate of correction which:

40-41         (1) States the name of the corporation sole;

40-42         (2) Describes the document, including, without limitation,

40-43  its filing date;

40-44         (3) Specifies the inaccuracy or defect;

41-1          (4) Sets forth the inaccurate or defective portion of the

41-2  document in an accurate or corrected form; and

41-3          (5) Is signed by an archbishop, bishop, president, trustee in

41-4  trust, president of stake, president of congregation, overseer,

41-5  presiding elder, district superintendent or other presiding officer

41-6  or clergyman of a church, religious society or denomination, who

41-7  has been chosen, elected or appointed in conformity with the

41-8  constitution, canons, rites, regulations or discipline of the church,

41-9  religious society or denomination, and in whom is vested the legal

41-10  title to the property held for the purpose, use or benefit of the

41-11  church or religious society or denomination.

41-12     (b) Deliver the certificate to the Secretary of State for filing.

41-13     (c) Pay a filing fee of $25 to the Secretary of State.

41-14     3.  A certificate of correction is effective on the effective date

41-15  of the document it corrects except as to persons relying on the

41-16  uncorrected document and adversely affected by the correction. As

41-17  to those persons, the certificate is effective when filed.

41-18     Sec. 52.3.  NRS 84.090 is hereby amended to read as follows:

41-19     84.090  1.  The fee for filing articles of incorporation,

41-20  amendments to or restatements of articles of incorporation [,

41-21  certificates of reinstatement] and documents for dissolution is [$25]

41-22  $50 for each document.

41-23     2.  Except as otherwise provided in this chapter, the fees set

41-24  forth in NRS 78.785 apply to this chapter.

41-25     Sec. 52.5.  NRS 84.110 is hereby amended to read as follows:

41-26     84.110  1.  Every corporation sole must have a resident agent

41-27  in the manner provided in NRS 78.090 and 78.095, subsections 1 to

41-28  4, inclusive, of NRS 78.097 and NRS 78.110. The resident agent

41-29  shall comply with the provisions of those sections.

41-30     2.  A corporation sole that fails to file a certificate of acceptance

41-31  executed by the new resident agent within 30 days after the death,

41-32  resignation or removal of its former resident agent shall be deemed

41-33  in default and is subject to the provisions of NRS 84.130 and

41-34  84.140.

41-35     3.  [No] A corporation sole [may be required to file an annual

41-36  list of officers, directors and designation of resident agent.] is

41-37  subject to the provisions of NRS 78.150 to 78.185, inclusive, except

41-38  that:

41-39     (a) The fee for filing a list is $25;

41-40     (b) The penalty added for default is $50; and

41-41     (c) The fee for reinstatement is $100.

41-42     Sec. 52.7.  NRS 84.120 is hereby amended to read as follows:

41-43     84.120  1.  A resident agent who wishes to resign shall [file] :

41-44     (a) File with the Secretary of State a signed statement [for each

41-45  corporation sole] in the manner provided pursuant to subsection 1

42-1  of NRS 78.097 that he is unwilling to continue to act as the resident

42-2  agent of the corporation for the service of process [.] ; and

42-3      (b) Pay to the Secretary of State the filing fee set forth in

42-4  subsection 1 of NRS 78.097.

42-5  A resignation is not effective until the signed statement is filed with

42-6  the Secretary of State.

42-7      2.  The statement of resignation may contain a statement of the

42-8  affected corporation sole appointing a successor resident agent for

42-9  that corporation. A certificate of acceptance executed by the new

42-10  resident agent, stating the full name, complete street address and, if

42-11  different from the street address, mailing address of the new resident

42-12  agent, must accompany the statement appointing a successor

42-13  resident agent.

42-14     3.  Upon the filing of the statement of resignation with the

42-15  Secretary of State, the capacity of the resigning person as resident

42-16  agent terminates. If the statement of resignation contains no

42-17  statement by the corporation sole appointing a successor resident

42-18  agent, the resigning resident agent shall immediately give written

42-19  notice, by mail, to the corporation of the filing of the statement and

42-20  its effect. The notice must be addressed to the person in whom is

42-21  vested the legal title to property specified in NRS 84.020.

42-22     4.  If a resident agent dies, resigns or removes from the State,

42-23  the corporation sole, within 30 days thereafter, shall file with the

42-24  Secretary of State a certificate of acceptance executed by the new

42-25  resident agent. The certificate must set forth the full name and

42-26  complete street address of the new resident agent for the service of

42-27  process, and may have a separate mailing address, such as a post

42-28  office box, which may be different from the street address.

42-29     5.  A corporation sole that fails to file a certificate of acceptance

42-30  executed by the new resident agent within 30 days after the death,

42-31  resignation or removal of its former resident agent shall be deemed

42-32  in default and is subject to the provisions of NRS 84.130 and

42-33  84.140.

42-34     Sec. 53.  NRS 84.140 is hereby amended to read as follows:

42-35     84.140  1.  The Secretary of State shall notify, by [letter

42-36  addressed] providing written notice to its resident agent, each

42-37  corporation sole deemed in default pursuant to the provisions of this

42-38  chapter. The notice [must be accompanied by] :

42-39     (a) Must include a statement indicating the amount of the filing

42-40  fee, penalties incurred and costs remaining unpaid.

42-41     (b) At the request of the resident agent, may be provided

42-42  electronically.

42-43     2.  On the first day of the [ninth] first anniversary of the month

42-44  following the month in which the filing was required, the charter of

43-1  the corporation sole is revoked and its right to transact business is

43-2  forfeited.

43-3      3.  The Secretary of State shall compile a complete list

43-4  containing the names of all corporations sole whose right to [do]

43-5  transact business has been forfeited.

43-6      4.  The Secretary of State shall forthwith notify, by [letter

43-7  addressed] providing written notice to its resident agent, each [such]

43-8  corporation specified in subsection 3 of the forfeiture of its charter.

43-9  The written notice [must be accompanied by] :

43-10     (a) Must include a statement indicating the amount of the filing

43-11  fee, penalties incurred and costs remaining unpaid.

43-12     (b) At the request of the resident agent, may be provided

43-13  electronically.

43-14     Sec. 54.  Chapter 86 of NRS is hereby amended by adding

43-15  thereto the provisions set forth as sections 55 to 62, inclusive, of this

43-16  act.

43-17     Sec. 55.  1.  Each document filed with the Secretary of State

43-18  pursuant to this chapter must be on or accompanied by a form

43-19  prescribed by the Secretary of State.

43-20     2.  The Secretary of State may refuse to file a document which

43-21  does not comply with subsection 1 or which does not contain all of

43-22  the information required by statute for filing the document.

43-23     3.  If the provisions of the form prescribed by the Secretary of

43-24  State conflict with the provisions of any document that is

43-25  submitted for filing with the form:

43-26     (a) The provisions of the form control for all purposes with

43-27  respect to the information that is required by statute to appear in

43-28  the document in order for the document to be filed; and

43-29     (b) Unless otherwise provided in the document, the provisions

43-30  of the document control in every other situation.

43-31     4.  The Secretary of State may by regulation provide for the

43-32  electronic filing of documents with the Office of the Secretary of

43-33  State.

43-34     Sec. 56.  1.  Each foreign limited-liability company doing

43-35  business in this state shall, on or before the last day of the first

43-36  month after the filing of its application for registration as a

43-37  foreign limited-liability company with the Secretary of State, and

43-38  annually thereafter on or before the last day of the month in

43-39  which the anniversary date of its qualification to do business in

43-40  this state occurs in each year, file with the Secretary of State a list

43-41  on a form furnished by him that contains:

43-42     (a) The name of the foreign limited-liability company;

43-43     (b) The file number of the foreign limited-liability company, if

43-44  known;

44-1      (c) The names and titles of all its managers or, if there is no

44-2  manager, all of its managing members;

44-3      (d) The address, either residence or business, of each manager

44-4  or managing member listed pursuant to paragraph (c);

44-5      (e) The name and address of its resident agent in this state;

44-6  and

44-7      (f) The signature of a manager or managing member of the

44-8  foreign limited-liability company certifying that the list is true,

44-9  complete and accurate.

44-10     2.  Each list filed pursuant to this section must be

44-11  accompanied by a declaration under penalty of perjury that the

44-12  foreign limited-liability company:

44-13     (a) Has complied with the provisions of chapter 364A of NRS;

44-14  and

44-15     (b) Acknowledges that pursuant to NRS 239.330 it is a

44-16  category C felony to knowingly offer any false or forged

44-17  instrument for filing with the Office of the Secretary of State.

44-18     3.  Upon filing:

44-19     (a) The initial list required by this section, the foreign limited-

44-20  liability company shall pay to the Secretary of State a fee of $125.

44-21     (b) Each annual list required by this section, the foreign

44-22  limited-liability company shall pay to the Secretary of State a fee

44-23  of $125.

44-24     4.  The Secretary of State shall, 60 days before the last day for

44-25  filing each annual list required by this section, cause to be mailed

44-26  to each foreign limited-liability company which is required to

44-27  comply with the provisions of sections 56 to 62, inclusive, of this

44-28  act, and which has not become delinquent, the blank forms to be

44-29  completed and filed with him. Failure of any foreign limited-

44-30  liability company to receive the forms does not excuse it from the

44-31  penalty imposed by the provisions of sections 56 to 62, inclusive, of

44-32  this act.

44-33     5.  An annual list for a foreign limited-liability company not

44-34  in default which is received by the Secretary of State more than 90

44-35  days before its due date must be deemed an amended list for the

44-36  previous year and does not satisfy the requirements of this section

44-37  for the year to which the due date is applicable.

44-38     Sec. 57.  If a foreign limited-liability company has filed the

44-39  initial or annual list in compliance with section 56 of this act and

44-40  has paid the appropriate fee for the filing, the cancelled check or

44-41  other proof of payment received by the foreign limited-liability

44-42  company constitutes a certificate authorizing it to transact its

44-43  business within this state until the last day of the month in which

44-44  the anniversary of its qualification to transact business occurs in

44-45  the next succeeding calendar year.

45-1      Sec. 58.  1.  Each list required to be filed under the

45-2  provisions of sections 56 to 62, inclusive, of this act must, after the

45-3  name of each manager or, if there is no manager, each of its

45-4  managing members listed thereon, set forth the address, either

45-5  residence or business, of each manager or managing member.

45-6      2.  If the addresses are not stated for each person on any list

45-7  offered for filing, the Secretary of State may refuse to file the list,

45-8  and the foreign limited-liability company for which the list has

45-9  been offered for filing is subject to all the provisions of sections 56

45-10  to 62, inclusive, of this act relating to failure to file the list within

45-11  or at the times therein specified, unless a list is subsequently

45-12  submitted for filing which conforms to the provisions of this

45-13  section.

45-14     Sec. 59.  1.  Each foreign limited-liability company required

45-15  to make a filing and pay the fee prescribed in sections 56 to 62,

45-16  inclusive, of this act which refuses or neglects to do so within the

45-17  time provided is in default.

45-18     2.  For default there must be added to the amount of the fee a

45-19  penalty of $50, and unless the filing is made and the fee and

45-20  penalty are paid on or before the last day of the month in which

45-21  the anniversary date of the foreign limited-liability company

45-22  occurs, the defaulting foreign limited-liability company by reason

45-23  of its default forfeits its right to transact any business within this

45-24  state. The fee and penalty must be collected as provided in this

45-25  chapter.

45-26     Sec. 60.  1.  The Secretary of State shall notify, by providing

45-27  written notice to its resident agent, each foreign limited-liability

45-28  company deemed in default pursuant to section 59 of this act. The

45-29  written notice:

45-30     (a) Must include a statement indicating the amount of the

45-31  filing fee, penalties incurred and costs remaining unpaid.

45-32     (b) At the request of the resident agent, may be provided

45-33  electronically.

45-34     2.  Immediately after the last day of the month in which the

45-35  anniversary date of its organization occurs, the Secretary of State

45-36  shall compile a complete list containing the names of all foreign

45-37  limited-liability companies whose right to transact business has

45-38  been forfeited.

45-39     3.  The Secretary of State shall notify, by providing written

45-40  notice to its resident agent, each foreign limited-liability company

45-41  specified in subsection 2 of the forfeiture of its right to transact

45-42  business. The written notice:

45-43     (a) Must include a statement indicating the amount of the

45-44  filing fee, penalties incurred and costs remaining unpaid.

46-1      (b) At the request of the resident agent, may be provided

46-2  electronically.

46-3      Sec. 61.  1.  Except as otherwise provided in subsections 3

46-4  and 4, the Secretary of State shall reinstate a foreign limited-

46-5  liability company which has forfeited or which forfeits its right to

46-6  transact business under the provisions of this chapter and shall

46-7  restore to the foreign limited-liability company its right to transact

46-8  business in this state, and to exercise its privileges and immunities,

46-9  if it:

46-10     (a) Files with the Secretary of State a list as provided in

46-11  sections 56 and 58 of this act; and

46-12     (b) Pays to the Secretary of State:

46-13         (1) The filing fee and penalty set forth in sections 56 and 59

46-14  of this act for each year or portion thereof that its right to transact

46-15  business was forfeited; and

46-16         (2) A fee of $300 for reinstatement.

46-17     2.  When the Secretary of State reinstates the foreign limited-

46-18  liability company, he shall issue to the foreign limited-liability

46-19  company a certificate of reinstatement if the foreign limited-

46-20  liability company:

46-21     (a) Requests a certificate of reinstatement; and

46-22     (b) Pays the required fees pursuant to NRS 86.561.

46-23     3.  The Secretary of State shall not order a reinstatement

46-24  unless all delinquent fees and penalties have been paid and the

46-25  revocation of the right to transact business occurred only by

46-26  reason of failure to pay the fees and penalties.

46-27     4.  If the right of a foreign limited-liability company to

46-28  transact business in this state has been forfeited pursuant to the

46-29  provisions of section 60 of this act and has remained forfeited for

46-30  a period of 5 consecutive years, the right must not be reinstated.

46-31     Sec. 62.  1.  Except as otherwise provided in subsection 2, if

46-32  a foreign limited-liability company applies to reinstate its

46-33  registration but its name has been legally reserved or acquired by

46-34  another artificial person formed, organized, registered or qualified

46-35  pursuant to the provisions of this title whose name is on file with

46-36  the Office of the Secretary of State or reserved in the Office of the

46-37  Secretary of State pursuant to the provisions of this title, the

46-38  foreign limited-liability company must in its application for

46-39  reinstatement submit in writing to the Secretary of State some

46-40  other name under which it desires its existence to be reinstated. If

46-41  that name is distinguishable from all other names reserved or

46-42  otherwise on file, the Secretary of State shall reinstate the foreign

46-43  limited-liability company under that new name.

46-44     2.  If the applying foreign limited-liability company submits

46-45  the written, acknowledged consent of the artificial person having a

47-1  name, or the person who has reserved a name, which is not

47-2  distinguishable from the old name of the applying foreign limited-

47-3  liability company or a new name it has submitted, it may be

47-4  reinstated under that name.

47-5      3.  For the purposes of this section, a proposed name is not

47-6  distinguishable from a name on file or reserved solely because one

47-7  or the other contains distinctive lettering, a distinctive mark, a

47-8  trademark or a trade name, or any combination thereof.

47-9      4.  The Secretary of State may adopt regulations that interpret

47-10  the requirements of this section.

47-11     Sec. 63.  NRS 86.161 is hereby amended to read as follows:

47-12     86.161  1.  The articles of organization must set forth:

47-13     (a) The name of the limited-liability company;

47-14     (b) The name and complete street address of its resident agent,

47-15  and the mailing address of the resident agent if different from the

47-16  street address;

47-17     (c) The name and [post office or street] address, either residence

47-18  or business, of each of the organizers executing the articles; and

47-19     (d) If the company is to be managed by:

47-20         (1) One or more managers, the name and [post office or

47-21  street] address, either residence or business, of each manager; or

47-22         (2) The members, the name and [post office or street]

47-23  address, either residence or business, of each member.

47-24     2.  The articles may set forth any other provision, not

47-25  inconsistent with law, which the members elect to set out in the

47-26  articles of organization for the regulation of the internal affairs of

47-27  the company, including any provisions which under this chapter are

47-28  required or permitted to be set out in the operating agreement of the

47-29  company.

47-30     3.  It is not necessary to set out in the articles of organization:

47-31     (a) The rights, if any, of the members to contract debts on behalf

47-32  of the limited-liability company; or

47-33     (b) Any of the powers enumerated in this chapter.

47-34     Sec. 64.  NRS 86.171 is hereby amended to read as follows:

47-35     86.171  1.  The name of a limited-liability company formed

47-36  under the provisions of this chapter must contain the words

47-37  “Limited-Liability Company,” “Limited Company,” or “Limited” or

47-38  the abbreviations “Ltd.,” “L.L.C.,” “L.C.,” “LLC” or “LC.” The

47-39  word “Company” may be abbreviated as “Co.”

47-40     2.  The name proposed for a limited-liability company must be

47-41  distinguishable on the records of the Secretary of State from the

47-42  names of all other artificial persons formed, organized, registered or

47-43  qualified pursuant to the provisions of this title that are on file in the

47-44  Office of the Secretary of State and all names that are reserved in

47-45  the Office of the Secretary of State pursuant to the provisions of this

48-1  title. If a proposed name is not so distinguishable, the Secretary of

48-2  State shall return the articles of organization to the organizer, unless

48-3  the written, acknowledged consent of the holder of the name on file

48-4  or reserved name to use the same name or the requested similar

48-5  name accompanies the articles of organization.

48-6      3.  For the purposes of this section and NRS 86.176, a proposed

48-7  name is not distinguishable from a name on file or reserved name

48-8  solely because one or the other contains distinctive lettering, a

48-9  distinctive mark, a trademark or a trade name, or any combination

48-10  [of these.] thereof.

48-11     4.  The name of a limited-liability company whose charter has

48-12  been revoked, which has merged and is not the surviving entity or

48-13  whose existence has otherwise terminated is available for use by any

48-14  other artificial person.

48-15     5.  The Secretary of State shall not accept for filing any articles

48-16  of organization for any limited-liability company if the name of the

48-17  limited-liability company contains the words “accountant,”

48-18  “accounting,” “accountancy,” “auditor” or “auditing” unless the

48-19  Nevada State Board of Accountancy certifies that the limited-

48-20  liability company:

48-21     (a) Is registered pursuant to the provisions of chapter 628 of

48-22  NRS; or

48-23     (b) Has filed with the Nevada State Board of Accountancy

48-24  under penalty of perjury a written statement that the limited-liability

48-25  company is not engaged in the practice of accounting and is not

48-26  offering to practice accounting in this state.

48-27     6.  The Secretary of State shall not accept for filing any

48-28  articles of organization or certificate of amendment of articles of

48-29  organization of any limited-liability company formed or existing

48-30  pursuant to the laws of this state which provides that the name of

48-31  the limited-liability company contains the word “bank” or “trust”

48-32  unless:

48-33     (a) It appears from the articles of organization or the

48-34  certificate of amendment that the limited-liability company

48-35  proposes to carry on business as a banking or trust company,

48-36  exclusively or in connection with its business as a bank, savings

48-37  and loan association or thrift company; and

48-38     (b) The articles of organization or certificate of amendment is

48-39  first approved by the Commissioner of Financial Institutions.

48-40     7.  The Secretary of State shall not accept for filing any

48-41  articles of organization or certificate of amendment of articles of

48-42  organization of any limited-liability company formed or existing

48-43  pursuant to the provisions of this chapter if it appears from the

48-44  articles or the certificate of amendment that the business to be

48-45  carried on by the limited-liability company is subject to

49-1  supervision by the Commissioner of Insurance or by the

49-2  Commissioner of Financial Institutions unless the articles or

49-3  certificate of amendment is approved by the Commissioner who

49-4  will supervise the business of the foreign limited-liability company.

49-5      8.  Except as otherwise provided in subsection 7, the Secretary

49-6  of State shall not accept for filing any articles of organization or

49-7  certificate of amendment of articles of organization of any limited-

49-8  liability company formed or existing pursuant to the laws of this

49-9  state which provides that the name of the limited-liability company

49-10  contains the words “engineer,” “engineered,” “engineering,”

49-11  “professional engineer,” “registered engineer” or “licensed

49-12  engineer” unless:

49-13     (a) The State Board of Professional Engineers and Land

49-14  Surveyors certifies that the principals of the limited-liability

49-15  company are licensed to practice engineering pursuant to the laws

49-16  of this state; or

49-17     (b) The State Board of Professional Engineers and Land

49-18  Surveyors certifies that the limited-liability company is exempt

49-19  from the prohibitions of NRS 625.520.

49-20     9.  The Secretary of State may adopt regulations that interpret

49-21  the requirements of this section.

49-22     Sec. 65.  NRS 86.221 is hereby amended to read as follows:

49-23     86.221  1.  The articles of organization of a limited-liability

49-24  company may be amended for any purpose, not inconsistent with

49-25  law, as determined by all of the members or permitted by the articles

49-26  or an operating agreement.

49-27     2.  An amendment must be made in the form of a certificate

49-28  setting forth:

49-29     (a) The name of the limited-liability company;

49-30     (b) Whether the limited-liability company is managed by [one or

49-31  more] managers or members; and

49-32     (c) The amendment to the articles of organization.

49-33     3.  The certificate of amendment must be signed by a manager

49-34  of the company or, if management is not vested in a manager, by a

49-35  member.

49-36     4.  Restated articles of organization may be executed and filed

49-37  in the same manner as a certificate of amendment. If the certificate

49-38  alters or amends the articles in any manner, it must be accompanied

49-39  by:

49-40     (a) A resolution; or

49-41     (b) A form prescribed by the Secretary of State,

49-42  setting forth which provisions of the articles of organization on file

49-43  with the Secretary of State are being altered or amended.

 

 

50-1      Sec. 65.3.  NRS 86.226 is hereby amended to read as follows:

50-2      86.226  1.  A signed certificate of amendment, or a certified

50-3  copy of a judicial decree of amendment, must be filed with the

50-4  Secretary of State. A person who executes a certificate as an agent,

50-5  officer or fiduciary of the limited-liability company need not exhibit

50-6  evidence of his authority as a prerequisite to filing. Unless the

50-7  Secretary of State finds that a certificate does not conform to law,

50-8  upon his receipt of all required filing fees he shall file the certificate.

50-9      2.  A certificate of amendment or judicial decree of amendment

50-10  is effective upon filing with the Secretary of State or upon a later

50-11  date specified in the certificate or judicial decree, which must not be

50-12  more than 90 days after the certificate or judicial decree is filed.

50-13     3.  If a certificate specifies an effective date and if the

50-14  resolution of the members approving the proposed amendment

50-15  provides that one or more managers or, if management is not vested

50-16  in a manager, one or more members may abandon the proposed

50-17  amendment, then those managers or members may terminate the

50-18  effectiveness of the certificate by filing a certificate of termination

50-19  with the Secretary of State that:

50-20     (a) Is filed before the effective date specified in the certificate or

50-21  judicial decree filed pursuant to subsection 1;

50-22     (b) Identifies the certificate being terminated;

50-23     (c) States that, pursuant to the resolution of the members, the

50-24  manager of the company or, if management is not vested in a

50-25  manager, a designated member is authorized to terminate the

50-26  effectiveness of the certificate;

50-27     (d) States that the effectiveness of the certificate has been

50-28  terminated;

50-29     (e) Is signed by a manager of the company or, if management is

50-30  not vested in a manager, a designated member; and

50-31     (f) Is accompanied by a filing fee of [$150.] $175.

50-32     Sec. 65.5.  NRS 86.235 is hereby amended to read as follows:

50-33     86.235  1.  If a limited-liability company formed pursuant to

50-34  this chapter desires to change its resident agent, the change may be

50-35  effected by filing with the Secretary of State a certificate of change

50-36  of resident agent signed by a manager of the company or, if

50-37  management is not vested in a manager, by a member, that sets

50-38  forth:

50-39     (a) The name of the limited-liability company;

50-40     (b) The name and street address of its present resident agent; and

50-41     (c) The name and street address of the new resident agent.

50-42     2.  The new resident agent’s certificate of acceptance must be a

50-43  part of or attached to the certificate of change [.

50-44     3.  The] of resident agent.

51-1      3.  If the name of a resident agent is changed as a result of a

51-2  merger, conversion, exchange, sale, reorganization or

51-3  amendment, the resident agent shall:

51-4      (a) File with the Secretary of State a certificate of name

51-5  change of resident agent that includes:

51-6          (1) The current name of the resident agent as filed with the

51-7  Secretary of State;

51-8          (2) The new name of the resident agent; and

51-9          (3) The name and file number of each artificial person

51-10  formed, organized, registered or qualified pursuant to the

51-11  provisions of this title that the resident agent represents; and

51-12     (b) Pay to the Secretary of State a filing fee of $100.

51-13     4.  A change authorized by this section becomes effective upon

51-14  the filing of the proper certificate of change.

51-15     Sec. 65.7.  NRS 86.251 is hereby amended to read as follows:

51-16     86.251  1.  A resident agent who desires to resign shall [file] :

51-17     (a) File with the Secretary of State a signed statement [for each

51-18  limited-liability company] in the manner provided pursuant to

51-19  subsection 1 of NRS 78.097 that he is unwilling to continue to act

51-20  as the resident agent of the limited-liability company for the service

51-21  of process [.] ; and

51-22     (b) Pay to the Secretary of State the filing fee set forth in

51-23  subsection 1 of NRS 78.097.

51-24  A resignation is not effective until the signed statement is filed with

51-25  the Secretary of State.

51-26     2.  The statement of resignation may contain a statement of the

51-27  affected limited-liability company appointing a successor resident

51-28  agent for that limited-liability company, giving the agent’s full

51-29  name, street address for the service of process, and mailing address

51-30  if different from the street address. A certificate of acceptance

51-31  executed by the new resident agent must accompany the statement

51-32  appointing a successor resident agent.

51-33     3.  Upon the filing of the statement of resignation with the

51-34  Secretary of State the capacity of the resigning person as resident

51-35  agent terminates. If the statement of resignation contains no

51-36  statement by the limited-liability company appointing a successor

51-37  resident agent, the resigning agent shall immediately give written

51-38  notice, by mail, to the limited-liability company of the filing of the

51-39  statement and its effect. The notice must be addressed to any

51-40  manager or, if none, to any member, of the limited-liability

51-41  company other than the resident agent.

51-42     4.  If a resident agent dies, resigns or moves from the State, the

51-43  limited-liability company, within 30 days thereafter, shall file with

51-44  the Secretary of State a certificate of acceptance executed by the

51-45  new resident agent. The certificate must set forth the name,

52-1  complete street address and mailing address, if different from the

52-2  street address, of the new resident agent.

52-3      5.  Each limited-liability company which fails to file a

52-4  certificate of acceptance executed by the new resident agent within

52-5  30 days after the death, resignation or removal of its resident agent

52-6  as provided in subsection 4, shall be deemed in default and is

52-7  subject to the provisions of NRS 86.272 and 86.274.

52-8      Sec. 66.  NRS 86.263 is hereby amended to read as follows:

52-9      86.263  1.  A limited-liability company shall, on or before the

52-10  [first] last day of the [second] first month after the filing of its

52-11  articles of organization with the Secretary of State, file with the

52-12  Secretary of State, on a form furnished by him, a list that contains:

52-13     (a) The name of the limited-liability company;

52-14     (b) The file number of the limited-liability company, if known;

52-15     (c) The names and titles of all of its managers or, if there is no

52-16  manager, all of its managing members;

52-17     (d) The [mailing or street] address, either residence or business,

52-18  of each manager or managing member listed, following the name of

52-19  the manager or managing member;

52-20     (e) The name and [street] address of the lawfully designated

52-21  resident agent of the limited-liability company; and

52-22     (f) The signature of a manager or managing member of the

52-23  limited-liability company certifying that the list is true, complete

52-24  and accurate.

52-25     2.  The limited-liability company shall annually thereafter, on

52-26  or before the last day of the month in which the anniversary date of

52-27  its organization occurs, file with the Secretary of State, on a form

52-28  furnished by him, an amended list containing all of the information

52-29  required in subsection 1. [If the limited-liability company has had no

52-30  changes in its managers or, if there is no manager, its managing

52-31  members, since its previous list was filed, no amended list need be

52-32  filed if a manager or managing member of the limited-liability

52-33  company certifies to the Secretary of State as a true and accurate

52-34  statement that no changes in the managers or managing members

52-35  have occurred.]

52-36     3.  Each list required by [subsection 1 and each list or

52-37  certification required by subsection] subsections 1 and 2 must be

52-38  accompanied by a declaration under penalty of perjury that the

52-39  limited-liability company [has] :

52-40     (a) Has complied with the provisions of chapter 364A of NRS

52-41  [.] ; and

52-42     (b) Acknowledges that pursuant to NRS 239.330 it is a

52-43  category C felony to knowingly offer any false or forged

52-44  instrument for filing in the Office of the Secretary of State.

52-45     4.  Upon filing:

53-1      (a) The initial list required by subsection 1, the limited-liability

53-2  company shall pay to the Secretary of State a fee of [$165.] $125.

53-3      (b) Each annual list required by subsection 2 , [or certifying that

53-4  no changes have occurred,] the limited-liability company shall pay

53-5  to the Secretary of State a fee of [$85.] $125.

53-6      5.  If a manager or managing member of a limited-liability

53-7  company resigns and the resignation is not made in conjunction

53-8  with the filing of an annual or amended list of managers and

53-9  managing members, the limited-liability company shall pay to the

53-10  Secretary of State a fee of $75 to file the resignation of the

53-11  manager or managing member.

53-12     6.  The Secretary of State shall, 60 days before the last day for

53-13  filing each list required by subsection 2, cause to be mailed to each

53-14  limited-liability company which is required to comply with the

53-15  provisions of this section, and which has not become delinquent, a

53-16  notice of the fee due under subsection 4 and a reminder to file a list

53-17  required by subsection 2 . [or a certification of no change.] Failure

53-18  of any company to receive a notice or form does not excuse it from

53-19  the penalty imposed by law.

53-20     [6.] 7.  If the list to be filed pursuant to the provisions of

53-21  subsection 1 or 2 is defective or the fee required by subsection 4 is

53-22  not paid, the Secretary of State may return the list for correction or

53-23  payment.

53-24     [7.] 8.  An annual list for a limited-liability company not in

53-25  default received by the Secretary of State more than [60] 90 days

53-26  before its due date shall be deemed an amended list for the previous

53-27  year.

53-28     Sec. 67.  NRS 86.266 is hereby amended to read as follows:

53-29     86.266  If a limited-liability company has filed the initial or

53-30  annual list in compliance with NRS 86.263 and has paid the

53-31  appropriate fee for the filing, the cancelled check or other proof of

53-32  payment received by the limited-liability company constitutes a

53-33  certificate authorizing it to transact its business within this state until

53-34  the last day of the month in which the anniversary of its formation

53-35  occurs in the next succeeding calendar year. [If the company desires

53-36  a formal certificate upon its payment of the annual fee, its payment

53-37  must be accompanied by a self-addressed, stamped envelope.]

53-38     Sec. 68.  NRS 86.269 is hereby amended to read as follows:

53-39     86.269  1.  [Every] Each list required to be filed under the

53-40  provisions of NRS 86.263 must, after the name of each manager and

53-41  member listed thereon, set forth the [post office box or street]

53-42  address, either residence or business, of each manager or member.

53-43     2.  If the addresses are not stated for each person on any list

53-44  offered for filing, the Secretary of State may refuse to file the list,

53-45  and the limited-liability company for which the list has been offered

54-1  for filing is subject to the provisions of NRS 86.272 and 86.274

54-2  relating to failure to file the list within or at the times therein

54-3  specified, unless a list is subsequently submitted for filing which

54-4  conforms to the provisions of this section.

54-5      Sec. 68.5.  NRS 86.272 is hereby amended to read as follows:

54-6      86.272  1.  Each limited-liability company required to make a

54-7  filing and pay the fee prescribed in NRS 86.263 which refuses or

54-8  neglects to do so within the time provided is in default.

54-9      2.  For default there must be added to the amount of the fee a

54-10  penalty of [$50.] $75. The fee and penalty must be collected as

54-11  provided in this chapter.

54-12     Sec. 69.  NRS 86.274 is hereby amended to read as follows:

54-13     86.274  1.  The Secretary of State shall notify, by [letter

54-14  addressed] providing written notice to its resident agent, each

54-15  limited-liability company deemed in default pursuant to the

54-16  provisions of this chapter. The written notice [must be accompanied

54-17  by] :

54-18     (a) Must include a statement indicating the amount of the filing

54-19  fee, penalties incurred and costs remaining unpaid.

54-20     (b) At the request of the resident agent, may be provided

54-21  electronically.

54-22     2.  On the first day of the first anniversary of the month

54-23  following the month in which the filing was required, the charter of

54-24  the company is revoked and its right to transact business is forfeited.

54-25     3.  The Secretary of State shall compile a complete list

54-26  containing the names of all limited-liability companies whose right

54-27  to [do] transact business has been forfeited.

54-28     4.  The Secretary of State shall forthwith notify [each limited-

54-29  liability company by letter addressed] , by providing written notice

54-30  to its resident agent , each limited-liability company specified in

54-31  subsection 3 of the forfeiture of its charter. The written notice [must

54-32  be accompanied by] :

54-33     (a) Must include a statement indicating the amount of the filing

54-34  fee, penalties incurred and costs remaining unpaid.

54-35     [4.] (b) At the request of the resident agent, may be provided

54-36  electronically.

54-37     5.  If the charter of a limited-liability company is revoked and

54-38  the right to transact business is forfeited, all of the property and

54-39  assets of the defaulting company must be held in trust by the

54-40  managers or, if none, by the members of the company, and the same

54-41  proceedings may be had with respect to its property and assets as

54-42  apply to the dissolution of a limited-liability company pursuant to

54-43  NRS 86.505 and 86.521. Any person interested may institute

54-44  proceedings at any time after a forfeiture has been declared, but if

55-1  the Secretary of State reinstates the charter , the proceedings must

55-2  be dismissed and all property restored to the company.

55-3      [5.] 6.  If the assets are distributed , they must be applied in the

55-4  following manner:

55-5      (a) To the payment of the filing fee, penalties incurred and costs

55-6  due to the State; and

55-7      (b) To the payment of the creditors of the company.

55-8  Any balance remaining must be distributed among the members as

55-9  provided in subsection 1 of NRS 86.521.

55-10     Sec. 70.  NRS 86.276 is hereby amended to read as follows:

55-11     86.276  1.  Except as otherwise provided in subsections 3 and

55-12  4, the Secretary of State shall reinstate any limited-liability company

55-13  which has forfeited or which forfeits its right to transact business

55-14  pursuant to the provisions of this chapter and shall restore to the

55-15  company its right to carry on business in this state, and to exercise

55-16  its privileges and immunities, if it:

55-17     (a) Files with the Secretary of State [the] :

55-18         (1) The list required by NRS 86.263; and

55-19         (2) A certificate of acceptance of appointment signed by its

55-20  resident agent; and

55-21     (b) Pays to the Secretary of State:

55-22         (1) The filing fee and penalty set forth in NRS 86.263 and

55-23  86.272 for each year or portion thereof during which it failed to file

55-24  in a timely manner each required annual list; and

55-25         (2) A fee of [$200] $300 for reinstatement.

55-26     2.  When the Secretary of State reinstates the limited-liability

55-27  company, he shall[:

55-28     (a) Immediately issue and deliver to the company a certificate of

55-29  reinstatement authorizing it to transact business as if the filing fee

55-30  had been paid when due; and

55-31     (b) Upon demand,] issue to the company [one or more certified

55-32  copies of the] a certificate of reinstatement [.]if the limited-liability

55-33  company:

55-34     (a) Requests a certificate of reinstatement; and

55-35     (b) Pays the required fees pursuant to NRS 86.561.

55-36     3.  The Secretary of State shall not order a reinstatement unless

55-37  all delinquent fees and penalties have been paid, and the revocation

55-38  of the charter occurred only by reason of failure to pay the fees and

55-39  penalties.

55-40     4.  If a company’s charter has been revoked pursuant to the

55-41  provisions of this chapter and has remained revoked for a period of

55-42  5 consecutive years, the charter must not be reinstated.

55-43     Sec. 70.3.  NRS 86.278 is hereby amended to read as follows:

55-44     86.278  1.  Except as otherwise provided in subsection 2, if a

55-45  limited-liability company applies to reinstate its charter but its name

56-1  has been legally acquired or reserved by any other artificial person

56-2  formed, organized, registered or qualified pursuant to the provisions

56-3  of this title whose name is on file with the Office of the Secretary of

56-4  State or reserved in the Office of the Secretary of State pursuant to

56-5  the provisions of this title, the company shall submit in writing to

56-6  the Secretary of State some other name under which it desires its

56-7  existence to be reinstated. If that name is distinguishable from all

56-8  other names reserved or otherwise on file, the Secretary of State

56-9  shall [issue to the applying] reinstate the limited-liability company

56-10  [a certificate of reinstatement] under that new name.

56-11     2.  If the applying limited-liability company submits the

56-12  written, acknowledged consent of the artificial person having the

56-13  name, or the person reserving the name, which is not distinguishable

56-14  from the old name of the applying company or a new name it has

56-15  submitted, it may be reinstated under that name.

56-16     3.  For the purposes of this section, a proposed name is not

56-17  distinguishable from a name on file or reserved name solely because

56-18  one or the other contains distinctive lettering, a distinctive mark, a

56-19  trademark or a trade name or any combination of these.

56-20     4.  The Secretary of State may adopt regulations that interpret

56-21  the requirements of this section.

56-22     Sec. 70.7.  NRS 86.401 is hereby amended to read as follows:

56-23     86.401  1.  On application to a court of competent jurisdiction

56-24  by a judgment creditor of a member, the court may charge the

56-25  member’s interest with payment of the unsatisfied amount of the

56-26  judgment with interest. To the extent so charged, the judgment

56-27  creditor has only the rights of an assignee of the member’s interest.

56-28     2.  [The court may appoint a receiver of the share of the

56-29  distributions due or to become due to the judgment debtor in respect

56-30  of the limited-liability company. The receiver has only the rights of

56-31  an assignee. The court may make all other orders, directions,

56-32  accounts and inquiries that the judgment debtor might have made or

56-33  which the circumstances of the case may require.

56-34     3.  A charging order constitutes a lien on the member’s interest

56-35  of the judgment debtor. The court may order a foreclosure of the

56-36  member’s interest subject to the charging order at any time. The

56-37  purchaser at the foreclosure sale has only the rights of an assignee.

56-38     4.  Unless otherwise provided in the articles of organization or

56-39  operating agreement, at any time before foreclosure, a member’s

56-40  interest charged may be redeemed:

56-41     (a) By the judgment debtor;

56-42     (b) With property other than property of the limited-liability

56-43  company, by one or more of the other members; or

56-44     (c) By the limited-liability company with the consent of all of

56-45  the members whose interests are not so charged.

57-1      5.]This section [provides] :

57-2      (a) Provides the exclusive remedy by which a judgment creditor

57-3  of a member or an assignee of a member may satisfy a judgment out

57-4  of the member’s interest of the judgment debtor.

57-5      [6.  No creditor of a member has any right to obtain possession

57-6  of, or otherwise exercise legal or equitable remedies with respect to,

57-7  the property of the limited-liability company.

57-8      7.  This section does]

57-9      (b) Does not deprive any member of the benefit of any

57-10  exemption applicable to his interest.

57-11     Sec. 71.  NRS 86.547 is hereby amended to read as follows:

57-12     86.547  1.  A foreign limited-liability company may cancel its

57-13  registration by filing with the Secretary of State a certificate of

57-14  cancellation signed by a manager of the company or, if management

57-15  is not vested in a manager, a member of the company. The

57-16  certificate, which must be accompanied by the required fees, must

57-17  set forth:

57-18     (a) The name of the foreign limited-liability company;

57-19     (b) [The date upon which its certificate of registration was filed;

57-20     (c)] The effective date of the cancellation if other than the date

57-21  of the filing of the certificate of cancellation; and

57-22     [(d)] (c) Any other information deemed necessary by the

57-23  manager of the company or, if management is not vested in a

57-24  manager, a member of the company.

57-25     2.  A cancellation pursuant to this section does not terminate the

57-26  authority of the Secretary of State to accept service of process on the

57-27  foreign limited-liability company with respect to causes of action

57-28  arising from the transaction of business in this state by the foreign

57-29  limited-liability company.

57-30     Sec. 71.3.  NRS 86.561 is hereby amended to read as follows:

57-31     86.561  1.  The Secretary of State shall charge and collect for:

57-32     (a) Filing the original articles of organization, or for registration

57-33  of a foreign company, [$175;] $75;

57-34     (b) Amending or restating the articles of organization, amending

57-35  the registration of a foreign company or filing a certificate of

57-36  correction, [$150;] $175;

57-37     (c) Filing the articles of dissolution of a domestic or foreign

57-38  company, [$60;] $75;

57-39     (d) Filing a statement of change of address of a records or

57-40  registered office, or change of the resident agent, [$30;] $60;

57-41     (e) Certifying articles of organization or an amendment to the

57-42  articles, in both cases where a copy is provided, [$20;] $30;

57-43     (f) Certifying an authorized printed copy of this chapter, [$20;]

57-44  $30;

58-1      (g) Reserving a name for a limited-liability company, [$20;]

58-2  $25;

58-3      (h) Filing a certificate of cancellation, [$60;] $75;

58-4      (i) Executing, filing or certifying any other document, [$40;]

58-5  $50; and

58-6      (j) Copies made at the Office of the Secretary of State, [$1] $2

58-7  per page.

58-8      2.  The Secretary of State shall charge and collect at the time of

58-9  any service of process on him as agent for service of process of a

58-10  limited-liability company, [$10] $100 which may be recovered as

58-11  taxable costs by the party to the action causing the service to be

58-12  made if the party prevails in the action.

58-13     3.  Except as otherwise provided in this section, the fees set

58-14  forth in NRS 78.785 apply to this chapter.

58-15     Sec. 71.5.  NRS 86.568 is hereby amended to read as follows:

58-16     86.568  1.  A limited-liability company may correct a

58-17  document filed by the Secretary of State with respect to the limited-

58-18  liability company if the document contains an inaccurate record of a

58-19  company action described in the document or was defectively

58-20  executed, attested, sealed, verified or acknowledged.

58-21     2.  To correct a document, the limited-liability company must:

58-22     (a) Prepare a certificate of correction that:

58-23         (1) States the name of the limited-liability company;

58-24         (2) Describes the document, including, without limitation, its

58-25  filing date;

58-26         (3) Specifies the inaccuracy or defect;

58-27         (4) Sets forth the inaccurate or defective portion of the

58-28  document in an accurate or corrected form; and

58-29         (5) Is signed by a manager of the company, or if

58-30  management is not vested in a manager, by a member of the

58-31  company.

58-32     (b) Deliver the certificate to the Secretary of State for filing.

58-33     (c) Pay a filing fee of [$150] $175 to the Secretary of State.

58-34     3.  A certificate of correction is effective on the effective date

58-35  of the document it corrects except as to persons relying on the

58-36  uncorrected document and adversely affected by the correction. As

58-37  to those persons, the certificate is effective when filed.

58-38     Sec. 71.7.  NRS 86.580 is hereby amended to read as follows:

58-39     86.580  1.  A limited-liability company which did exist or is

58-40  existing pursuant to the laws of this state may, upon complying with

58-41  the provisions of NRS 86.276, procure a renewal or revival of its

58-42  charter for any period, together with all the rights, franchises,

58-43  privileges and immunities, and subject to all its existing and

58-44  preexisting debts, duties and liabilities secured or imposed by its

59-1  original charter and amendments thereto, or existing charter, by

59-2  filing:

59-3      (a) A certificate with the Secretary of State, which must set

59-4  forth:

59-5          (1) The name of the limited-liability company, which must

59-6  be the name of the limited-liability company at the time of the

59-7  renewal or revival, or its name at the time its original charter

59-8  expired.

59-9          (2) The name of the person lawfully designated as the

59-10  resident agent of the limited-liability company, his street address for

59-11  the service of process, and his mailing address if different from his

59-12  street address.

59-13         (3) The date when the renewal or revival of the charter is to

59-14  commence or be effective, which may be, in cases of a revival,

59-15  before the date of the certificate.

59-16         (4) Whether or not the renewal or revival is to be perpetual,

59-17  and, if not perpetual, the time for which the renewal or revival is to

59-18  continue.

59-19         (5) That the limited-liability company desiring to renew or

59-20  revive its charter is, or has been, organized and carrying on the

59-21  business authorized by its existing or original charter and

59-22  amendments thereto, and desires to renew or continue through

59-23  revival its existence pursuant to and subject to the provisions of this

59-24  chapter.

59-25     (b) A list of its managers, or if there are no managers, all its

59-26  managing members and their post office box or street addresses,

59-27  either residence or business.

59-28     2.  A limited-liability company whose charter has not expired

59-29  and is being renewed shall cause the certificate to be signed by its

59-30  manager, or if there is no manager, by a person designated by its

59-31  members. The certificate must be approved by a majority in interest.

59-32     3.  A limited-liability company seeking to revive its original or

59-33  amended charter shall cause the certificate to be signed by a person

59-34  or persons designated or appointed by the members. The execution

59-35  and filing of the certificate must be approved by the written consent

59-36  of a majority in interest and must contain a recital that this consent

59-37  was secured. The limited-liability company shall pay to the

59-38  Secretary of State the fee required to establish a new limited-

59-39  liability company pursuant to the provisions of this chapter.

59-40     4.  The filed certificate, or a copy thereof which has been

59-41  certified under the hand and seal of the Secretary of State, must be

59-42  received in all courts and places as prima facie evidence of the facts

59-43  therein stated and of the existence of the limited-liability company

59-44  therein named.

60-1      Sec. 72.  Chapter 87 of NRS is hereby amended by adding

60-2  thereto the provisions set forth as sections 73 to 80, inclusive, of this

60-3  act.

60-4      Sec. 73.  1.  Each document filed with the Secretary of State

60-5  pursuant to this chapter must be on or accompanied by a form

60-6  prescribed by the Secretary of State.

60-7      2.  The Secretary of State may refuse to file a document which

60-8  does not comply with subsection 1 or which does not contain all of

60-9  the information required by statute for filing the document.

60-10     3.  If the provisions of the form prescribed by the Secretary of

60-11  State conflict with the provisions of any document that is

60-12  submitted for filing with the form:

60-13     (a) The provisions of the form control for all purposes with

60-14  respect to the information that is required by statute to appear in

60-15  the document in order for the document to be filed; and

60-16     (b) Unless otherwise provided in the document, the provisions

60-17  of the document control in every other situation.

60-18     4.  The Secretary of State may by regulation provide for the

60-19  electronic filing of documents with the Office of the Secretary of

60-20  State.

60-21     Sec. 74.  1.  Each foreign limited-liability partnership doing

60-22  business in this state shall, on or before the last day of the month

60-23  after the filing of its application for registration as a foreign

60-24  limited-liability partnership with the Secretary of State, and

60-25  annually thereafter on or before the last day of the month in

60-26  which the anniversary date of its qualification to do business in

60-27  this state occurs in each year, file with the Secretary of State a list,

60-28  on a form furnished by him, that contains:

60-29     (a) The name of the foreign limited-liability partnership;

60-30     (b) The file number of the foreign limited-liability partnership,

60-31  if known;

60-32     (c) The names of all its managing partners;

60-33     (d) The address, either residence or business, of each

60-34  managing partner;

60-35     (e) The name and address of its resident agent in this state;

60-36  and

60-37     (f) The signature of a managing partner of the foreign limited-

60-38  liability partnership certifying that the list is true, complete and

60-39  accurate.

60-40     2.  Each list filed pursuant to this section must be

60-41  accompanied by a declaration under penalty of perjury that the

60-42  foreign limited-liability partnership:

60-43     (a) Has complied with the provisions of chapter 364A of NRS;

60-44  and

61-1      (b) Acknowledges that pursuant to NRS 239.330 it is a

61-2  category C felony to knowingly offer any false or forged

61-3  instrument for filing in the Office of the Secretary of State.

61-4      3.  Upon filing:

61-5      (a) The initial list required by this section, the foreign limited-

61-6  liability partnership shall pay to the Secretary of State a fee of

61-7  $125.

61-8      (b) Each annual list required by this section, the foreign

61-9  limited-liability partnership shall pay to the Secretary of State a

61-10  fee of $125.

61-11     4.  The Secretary of State shall, 60 days before the last day for

61-12  filing each annual list required by subsection 1, cause to be mailed

61-13  to each foreign limited-liability partnership which is required to

61-14  comply with the provisions of sections 74 to 80, inclusive, of this

61-15  act, and which has not become delinquent, the blank forms to be

61-16  completed and filed with him. Failure of any foreign limited-

61-17  liability partnership to receive the forms does not excuse it from

61-18  the penalty imposed by the provisions of sections 74 to 80,

61-19  inclusive, of this act.

61-20     5.  An annual list for a foreign limited-liability partnership

61-21  not in default which is received by the Secretary of State more

61-22  than 90 days before its due date must be deemed an amended list

61-23  for the previous year and does not satisfy the requirements of

61-24  subsection 1 for the year to which the due date is applicable.

61-25     Sec. 75.  If a foreign limited-liability partnership has filed the

61-26  initial or annual list in compliance with section 74 of this act and

61-27  has paid the appropriate fee for the filing, the cancelled check or

61-28  other proof of payment received by the foreign limited-liability

61-29  partnership constitutes a certificate authorizing it to transact its

61-30  business within this state until the last day of the month in which

61-31  the anniversary of its qualification to transact business occurs in

61-32  the next succeeding calendar year.

61-33     Sec. 76.  1.  Each list required to be filed under the

61-34  provisions of sections 74 to 80, inclusive, of this act must, after

61-35  the name of each managing partner listed thereon, set forth the

61-36  address, either residence or business, of each managing partner.

61-37     2.  If the addresses are not stated for each person on any list

61-38  offered for filing, the Secretary of State may refuse to file the list,

61-39  and the foreign limited-liability partnership for which the list has

61-40  been offered for filing is subject to all the provisions of sections 74

61-41  to 80, inclusive, of this act relating to failure to file the list within

61-42  or at the times therein specified, unless a list is subsequently

61-43  submitted for filing which conforms to the provisions of this

61-44  section.

62-1      Sec. 77.  1.  Each foreign limited-liability partnership

62-2  required to make a filing and pay the fee prescribed in sections 74

62-3  to 80, inclusive, of this act which refuses or neglects to do so

62-4  within the time provided is in default.

62-5      2.  For default there must be added to the amount of the fee a

62-6  penalty of $50, and unless the filing is made and the fee and

62-7  penalty are paid on or before the last day of the month in which

62-8  the anniversary date of the foreign limited-liability partnership

62-9  occurs, the defaulting foreign limited-liability partnership by

62-10  reason of its default forfeits its right to transact any business

62-11  within this state. The fee and penalty must be collected as provided

62-12  in this chapter.

62-13     Sec. 78.  1.  The Secretary of State shall notify, by providing

62-14  written notice to its resident agent, each foreign limited-liability

62-15  partnership deemed in default pursuant to section 77 of this act.

62-16  The written notice:

62-17     (a) Must include a statement indicating the amount of the

62-18  filing fee, penalties incurred and costs remaining unpaid.

62-19     (b) At the request of the resident agent, may be provided

62-20  electronically.

62-21     2.  Immediately after the last day of the month in which the

62-22  anniversary date of its registration occurs, the Secretary of State

62-23  shall compile a complete list containing the names of all foreign

62-24  limited-liability partnerships whose right to transact business has

62-25  been forfeited.

62-26     3.  The Secretary of State shall notify, by providing written

62-27  notice to its resident agent, each foreign limited-liability

62-28  partnership specified in subsection 2 of the forfeiture of its right to

62-29  transact business. The written notice:

62-30     (a) Must include a statement indicating the amount of the

62-31  filing fee, penalties incurred and costs remaining unpaid.

62-32     (b) At the request of the resident agent, may be provided

62-33  electronically.

62-34     Sec. 79.  1.  Except as otherwise provided in subsections 3

62-35  and 4, the Secretary of State shall reinstate a foreign limited-

62-36  liability partnership which has forfeited or which forfeits its right

62-37  to transact business under the provisions of this chapter and shall

62-38  restore to the foreign limited-liability partnership its right to

62-39  transact business in this state, and to exercise its privileges and

62-40  immunities, if it:

62-41     (a) Files with the Secretary of State a list as provided in

62-42  sections 74 and 76 of this act; and

62-43     (b) Pays to the Secretary of State:

63-1          (1) The filing fee and penalty set forth in sections 74 and 77

63-2  of this act for each year or portion thereof that its right to transact

63-3  business was forfeited; and

63-4          (2) A fee of $300 for reinstatement.

63-5      2.  When the Secretary of State reinstates the foreign limited-

63-6  liability partnership, he shall issue to the foreign limited-liability

63-7  partnership a certificate of reinstatement if the foreign limited-

63-8  liability partnership:

63-9      (a) Requests a certificate of reinstatement; and

63-10     (b) Pays the required fees pursuant to NRS 87.550.

63-11     3.  The Secretary of State shall not order a reinstatement

63-12  unless all delinquent fees and penalties have been paid and the

63-13  revocation of the right to transact business occurred only by

63-14  reason of failure to pay the fees and penalties.

63-15     4.  If the right of a foreign limited-liability partnership to

63-16  transact business in this state has been forfeited pursuant to the

63-17  provisions of section 78 of this act and has remained forfeited for

63-18  a period of 5 consecutive years, the right to transact business must

63-19  not be reinstated.

63-20     Sec. 80.  1.  Except as otherwise provided in subsection 2, if

63-21  a foreign limited-liability partnership applies to reinstate its

63-22  certificate of registration and its name has been legally reserved or

63-23  acquired by another artificial person formed, organized, registered

63-24  or qualified pursuant to the provisions of this title whose name is

63-25  on file with the Office of the Secretary of State or reserved in the

63-26  Office of the Secretary of State pursuant to the provisions of this

63-27  title, the foreign limited-liability partnership must submit in

63-28  writing in its application for reinstatement to the Secretary of State

63-29  some other name under which it desires its existence to be

63-30  reinstated. If that name is distinguishable from all other names

63-31  reserved or otherwise on file, the Secretary of State shall reinstate

63-32  the foreign limited-liability partnership under that new name.

63-33     2.  If the applying foreign limited-liability partnership submits

63-34  the written, acknowledged consent of the artificial person having a

63-35  name, or the person who has reserved a name, which is not

63-36  distinguishable from the old name of the applying foreign limited-

63-37  liability partnership or a new name it has submitted, it may be

63-38  reinstated under that name.

63-39     3.  For the purposes of this section, a proposed name is not

63-40  distinguishable from a name on file or reserved solely because one

63-41  or the other contains distinctive lettering, a distinctive mark, a

63-42  trademark or a trade name, or any combination thereof.

63-43     4.  The Secretary of State may adopt regulations that interpret

63-44  the requirements of this section.

 

64-1      Sec. 81.  NRS 87.450 is hereby amended to read as follows:

64-2      87.450  1.  The name proposed for a registered limited-

64-3  liability partnership must contain the words “Limited-Liability

64-4  Partnership” or “Registered Limited-Liability Partnership” or the

64-5  abbreviation “L.L.P.” or “LLP” as the last words or letters of the

64-6  name and must be distinguishable on the records of the Secretary of

64-7  State from the names of all other artificial persons formed,

64-8  organized, registered or qualified pursuant to the provisions of this

64-9  title that are on file in the Office of the Secretary of State and all

64-10  names that are reserved in the Office of the Secretary of State

64-11  pursuant to the provisions of this title. If the name of the registered

64-12  limited-liability partnership on a certificate of registration of

64-13  limited-liability partnership submitted to the Secretary of State is not

64-14  distinguishable from a name on file or reserved name, the Secretary

64-15  of State shall return the certificate to the person who signed it unless

64-16  the written, acknowledged consent of the holder of the name on file

64-17  or reserved name to use the name accompanies the certificate.

64-18     2.  For the purposes of this section, a proposed name is not

64-19  distinguishable from a name on file or reserved name solely because

64-20  one or the other contains distinctive lettering, a distinctive mark, a

64-21  trademark or a trade name, or any combination of [these.] thereof.

64-22     3.  The Secretary of State shall not accept for filing any

64-23  certificate of registration or certificate of amendment of a

64-24  certificate of registration of any registered limited-liability

64-25  partnership formed or existing pursuant to the laws of this state

64-26  which provides that the name of the registered limited-liability

64-27  partnership contains the words “accountant,” “accounting,”

64-28  “accountancy,” “auditor” or “auditing” unless the Nevada State

64-29  Board of Accountancy certifies that the registered limited-liability

64-30  partnership:

64-31     (a) Is registered pursuant to the provisions of chapter 628 of

64-32  NRS; or

64-33     (b) Has filed with the Nevada State Board of Accountancy

64-34  under penalty of perjury a written statement that the registered

64-35  limited-liability partnership is not engaged in the practice of

64-36  accounting and is not offering to practice accounting in this state.

64-37     4.  The Secretary of State shall not accept for filing any

64-38  certificate of registration or certificate of amendment of a

64-39  certificate of registration of any registered limited-liability

64-40  partnership formed or existing pursuant to the laws of this state

64-41  which provides that the name of the registered limited-liability

64-42  partnership contains the word “bank” or “trust” unless:

64-43     (a) It appears from the certificate of registration or the

64-44  certificate of amendment that the registered limited-liability

64-45  partnership proposes to carry on business as a banking or trust

65-1  company, exclusively or in connection with its business as a bank,

65-2  savings and loan association or thrift company; and

65-3      (b) The certificate of registration or certificate of amendment

65-4  is first approved by the Commissioner of Financial Institutions.

65-5      5.  The Secretary of State shall not accept for filing any

65-6  certificate of registration or certificate of amendment of a

65-7  certificate of registration of any registered limited-liability

65-8  partnership formed or existing pursuant to the provisions of this

65-9  chapter if it appears from the certificate of registration or the

65-10  certificate of amendment that the business to be carried on by the

65-11  registered limited-liability partnership is subject to supervision by

65-12  the Commissioner of Insurance or by the Commissioner of

65-13  Financial Institutions, unless the certificate of registration or

65-14  certificate of amendment is approved by the Commissioner who

65-15  will supervise the business of the registered limited-liability

65-16  partnership.

65-17     6.  Except as otherwise provided in subsection 5, the Secretary

65-18  of State shall not accept for filing any certificate of registration or

65-19  certificate of amendment of a certificate of registration of any

65-20  registered limited-liability partnership formed or existing pursuant

65-21  to the laws of this state which provides that the name of the

65-22  registered limited-liability partnership contains the words

65-23  “engineer,” “engineered,” “engineering,” “professional

65-24  engineer,” “registered engineer” or “licensed engineer” unless:

65-25     (a) The State Board of Professional Engineers and Land

65-26  Surveyors certifies that the principals of the registered limited-

65-27  liability partnership are licensed to practice engineering pursuant

65-28  to the laws of this state; or

65-29     (b) The State Board of Professional Engineers and Land

65-30  Surveyors certifies that the registered limited-liability partnership

65-31  is exempt from the prohibitions of NRS 625.520.

65-32     7.  The Secretary of State shall not accept for filing any

65-33  certificate of registration or certificate of amendment of a

65-34  certificate of registration of any registered limited-liability

65-35  partnership formed or existing pursuant to the laws of this state

65-36  which provides that the name of the registered limited-liability

65-37  partnership contains the words “unit-owners’ association” or

65-38  “homeowners’ association” or if it appears in the certificate of

65-39  registration or certificate of amendment that the purpose of the

65-40  registered limited-liability partnership is to operate as a unit-

65-41  owners’ association pursuant to chapter 116 of NRS unless the

65-42  Administrator of the Real Estate Division of the Department of

65-43  Business and Industry certifies that the registered limited-liability

65-44  partnership has:

66-1      (a) Registered with the Ombudsman for Owners in Common-

66-2  Interest Communities pursuant to NRS 116.31158; and

66-3      (b) Paid to the Administrator of the Real Estate Division the

66-4  fees required pursuant to NRS 116.31155.

66-5      8.  The name of a registered limited-liability partnership whose

66-6  right to transact business has been forfeited, which has merged and

66-7  is not the surviving entity or whose existence has otherwise

66-8  terminated is available for use by any other artificial person.

66-9      [4.] 9.  The Secretary of State may adopt regulations that

66-10  interpret the requirements of this section.

66-11     Sec. 81.5.  NRS 87.455 is hereby amended to read as follows:

66-12     87.455  1.  Except as otherwise provided in subsection 2, if a

66-13  registered limited-liability partnership applies to reinstate its right to

66-14  transact business but its name has been legally acquired by any other

66-15  artificial person formed, organized, registered or qualified pursuant

66-16  to the provisions of this title whose name is on file with the Office

66-17  of the Secretary of State or reserved in the Office of the Secretary of

66-18  State pursuant to the provisions of this title, the applying registered

66-19  limited-liability partnership shall submit in writing to the Secretary

66-20  of State some other name under which it desires its right to transact

66-21  business to be reinstated. If that name is distinguishable from all

66-22  other names reserved or otherwise on file, the Secretary of State

66-23  shall [issue to the applying] reinstate the registered limited-liability

66-24  partnership [a certificate of reinstatement] under that new name.

66-25     2.  If the applying registered limited-liability partnership

66-26  submits the written, acknowledged consent of the artificial person

66-27  having the name, or the person who has reserved the name, that is

66-28  not distinguishable from the old name of the applying registered

66-29  limited-liability partnership or a new name it has submitted, it may

66-30  be reinstated under that name.

66-31     3.  For the purposes of this section, a proposed name is not

66-32  distinguishable from a name on file or reserved name solely because

66-33  one or the other contains distinctive lettering, a distinctive mark, a

66-34  trademark or a trade name, or any combination of these.

66-35     4.  The Secretary of State may adopt regulations that interpret

66-36  the requirements of this section.

66-37     Sec. 82.  NRS 87.460 is hereby amended to read as follows:

66-38     87.460  1.  A certificate of registration of a registered limited-

66-39  liability partnership may be amended by filing with the Secretary of

66-40  State a certificate of amendment. The certificate of amendment must

66-41  set forth:

66-42     (a) The name of the registered limited-liability partnership; and

66-43     (b) [The dates on which the registered limited-liability

66-44  partnership filed its original certificate of registration and any other

66-45  certificates of amendment; and

67-1      (c)] The change to the information contained in the original

67-2  certificate of registration or any other certificates of amendment.

67-3      2.  The certificate of amendment must be:

67-4      (a) Signed by a managing partner of the registered limited-

67-5  liability partnership; and

67-6      (b) Accompanied by a fee of [$150.] $175.

67-7      Sec. 82.3.  NRS 87.470 is hereby amended to read as follows:

67-8      87.470  The registration of a registered limited-liability

67-9  partnership is effective until:

67-10     1.  Its certificate of registration is revoked pursuant to NRS

67-11  87.520; or

67-12     2.  The registered limited-liability partnership files with the

67-13  Secretary of State a written notice of withdrawal executed by a

67-14  managing partner. The notice must be accompanied by a fee of

67-15  [$60.] $75.

67-16     Sec. 82.5.  NRS 87.490 is hereby amended to read as follows:

67-17     87.490  1.  If a registered limited-liability partnership wishes

67-18  to change the location of its principal office in this state or its

67-19  resident agent, it shall first file with the Secretary of State a

67-20  certificate of change of principal office or resident agent that sets

67-21  forth:

67-22     (a) The name of the registered limited-liability partnership;

67-23     (b) The street address of its principal office;

67-24     (c) If the location of its principal office will be changed, the

67-25  street address of its new principal office;

67-26     (d) The name of its resident agent; and

67-27     (e) If its resident agent will be changed, the name of its new

67-28  resident agent.

67-29  [The]

67-30     2.  A certificate of acceptance [of its] signed by the new

67-31  resident agent must accompany the certificate of change [.

67-32     2.] of resident agent.

67-33     3.  A certificate of change of principal office or resident agent

67-34  filed pursuant to this section must be:

67-35     (a) Signed by a managing partner of the registered limited-

67-36  liability partnership; and

67-37     (b) Accompanied by a fee of [$30.] $60.

67-38     4.  If the name of a resident agent is changed as a result of a

67-39  merger, conversion, exchange, sale, reorganization or

67-40  amendment, the resident agent shall:

67-41     (a) File with the Secretary of State a certificate of name

67-42  change of resident agent that includes:

67-43         (1) The current name of the resident agent as filed with the

67-44  Secretary of State;

67-45         (2) The new name of the resident agent; and

68-1          (3) The name and file number of each artificial person

68-2  formed, organized, registered or qualified pursuant to the

68-3  provisions of this title that the resident agent represents; and

68-4      (b) Pay to the Secretary of State a filing fee of $100.

68-5      5.  A change authorized by this section becomes effective upon

68-6  the filing of the proper certificate of change.

68-7      Sec. 82.7.  NRS 87.500 is hereby amended to read as follows:

68-8      87.500  1.  A resident agent [of a registered limited-liability

68-9  partnership] who wishes to resign shall [file] :

68-10     (a) File with the Secretary of State a signed statement in the

68-11  manner provided pursuant to subsection 1 of NRS 78.097 that he is

68-12  unwilling to continue to act as the resident agent of the registered

68-13  limited-liability partnership for the service of process [.] ; and

68-14     (b) Pay to the Secretary of State the filing fee set forth in

68-15  subsection 1 of NRS 78.097.

68-16  A resignation is not effective until the signed statement is filed with

68-17  the Secretary of State.

68-18     2.  The statement of resignation may contain a statement by the

68-19  affected registered limited-liability partnership appointing a

68-20  successor resident agent. A certificate of acceptance signed by the

68-21  new agent, stating the full name, complete street address and, if

68-22  different from the street address, the mailing address of the new

68-23  agent, must accompany the statement appointing the new resident

68-24  agent.

68-25     3.  Upon the filing of the statement with the Secretary of State,

68-26  the capacity of the person as resident agent terminates. If the

68-27  statement of resignation contains no statement by the registered

68-28  limited-liability partnership appointing a successor resident agent,

68-29  the resigning agent shall immediately give written notice, by

68-30  certified mail, to the registered limited-liability partnership of the

68-31  filing of the statement and its effect. The notice must be addressed

68-32  to a managing partner in this state.

68-33     4.  If a resident agent dies, resigns or removes himself from the

68-34  State, the registered limited-liability partnership shall, within 30

68-35  days thereafter, file with the Secretary of State a certificate of

68-36  acceptance, executed by the new resident agent. The certificate must

68-37  set forth the full name, complete street address and, if different from

68-38  the street address, the mailing address of the newly designated

68-39  resident agent.

68-40     5.  If a registered limited-liability partnership fails to file a

68-41  certificate of acceptance within the period required by [this

68-42  subsection,] subsection 4, it is in default and is subject to the

68-43  provisions of NRS 87.520.

 

 

69-1      Sec. 83.  NRS 87.510 is hereby amended to read as follows:

69-2      87.510  1.  A registered limited-liability partnership shall, on

69-3  or before the [first] last day of the [second] first month after the

69-4  filing of its certificate of registration with the Secretary of State, and

69-5  annually thereafter on or before the last day of the month in which

69-6  the anniversary date of the filing of its certificate of registration with

69-7  the Secretary of State occurs, file with the Secretary of State, on a

69-8  form furnished by him, a list that contains:

69-9      (a) The name of the registered limited-liability partnership;

69-10     (b) The file number of the registered limited-liability

69-11  partnership, if known;

69-12     (c) The names of all of its managing partners;

69-13     (d) The [mailing or street] address, either residence or business,

69-14  of each managing partner;

69-15     (e) The name and [street] address of the lawfully designated

69-16  resident agent of the registered limited-liability partnership; and

69-17     (f) The signature of a managing partner of the registered limited-

69-18  liability partnership certifying that the list is true, complete and

69-19  accurate.

69-20  Each list filed pursuant to this subsection must be accompanied by a

69-21  declaration under penalty of perjury that the registered limited-

69-22  liability partnership has complied with the provisions of chapter

69-23  364A of NRS[.] and which acknowledges that pursuant to NRS

69-24  239.330 it is a category C felony to knowingly offer any false or

69-25  forged instrument for filing in the Office of the Secretary of State.

69-26     2.  Upon filing:

69-27     (a) The initial list required by subsection 1, the registered

69-28  limited-liability partnership shall pay to the Secretary of State a fee

69-29  of [$165.] $125.

69-30     (b) Each annual list required by subsection 1, the registered

69-31  limited-liability partnership shall pay to the Secretary of State a fee

69-32  of [$85.] $125.

69-33     3.  If a managing partner of a registered limited-liability

69-34  partnership resigns and the resignation is not made in conjunction

69-35  with the filing of an annual or amended list of managing partners,

69-36  the registered limited-liability partnership shall pay to the

69-37  Secretary of State a fee of $75 to file the resignation of the

69-38  managing partner.

69-39     4.  The Secretary of State shall, at least 60 days before the last

69-40  day for filing each annual list required by subsection 1, cause to be

69-41  mailed to the registered limited-liability partnership a notice of the

69-42  fee due pursuant to subsection 2 and a reminder to file the annual

69-43  list required by subsection 1. The failure of any registered limited-

69-44  liability partnership to receive a notice or form does not excuse it

69-45  from complying with the provisions of this section.

70-1      [4.] 5.  If the list to be filed pursuant to the provisions of

70-2  subsection 1 is defective, or the fee required by subsection 2 is not

70-3  paid, the Secretary of State may return the list for correction or

70-4  payment.

70-5      [5.] 6.  An annual list that is filed by a registered limited-

70-6  liability partnership which is not in default more than [60] 90 days

70-7  before it is due shall be deemed an amended list for the previous

70-8  year and does not satisfy the requirements of subsection 1 for the

70-9  year to which the due date is applicable.

70-10     Sec. 84.  NRS 87.520 is hereby amended to read as follows:

70-11     87.520  1.  A registered limited-liability partnership that fails

70-12  to comply with the provisions of NRS 87.510 is in default.

70-13     2.  Upon notification from the Administrator of the Real

70-14  Estate Division of the Department of Business and Industry that a

70-15  registered limited-liability partnership which is a unit-owners’

70-16  association as defined in NRS 116.110315 has failed to register

70-17  pursuant to NRS 116.31158 or failed to pay the fees pursuant to

70-18  NRS 116.31155, the Secretary of State shall deem the registered

70-19  limited-liability partnership to be in default. If, after the registered

70-20  limited-liability partnership is deemed to be in default, the

70-21  Administrator notifies the Secretary of State that the registered

70-22  limited-liability partnership has registered pursuant to NRS

70-23  116.31158 and paid the fees pursuant to NRS 116.31155, the

70-24  Secretary of State shall reinstate the registered limited-liability

70-25  partnership if the registered limited-liability partnership complies

70-26  with the requirements for reinstatement as provided in this section

70-27  and NRS 87.510 and 87.530.

70-28     3.  Any registered limited-liability partnership that is in default

70-29  pursuant to [subsection 1] this section must, in addition to the fee

70-30  required to be paid pursuant to NRS 87.510, pay a penalty of [$50.

70-31     3.  On or before the 15th day of the third month after the month

70-32  in which the fee required to be paid pursuant to NRS 87.510 is due,

70-33  the] $75.

70-34     4.  The Secretary of State shall [notify, by certified mail,]

70-35  provide written notice to the resident agent of any registered

70-36  limited-liability partnership that is in default. The written notice

70-37  [must] :

70-38     (a) Must include the amount of any payment that is due from the

70-39  registered limited-liability partnership.

70-40     [4.] (b) At the request of the resident agent, may be provided

70-41  electronically.

70-42     5.  If a registered limited-liability partnership fails to pay the

70-43  amount that is due, the certificate of registration of the registered

70-44  limited-liability partnership shall be deemed revoked [on the first

70-45  day of the ninth month after the month in which the fee required to

71-1  be paid pursuant to NRS 87.510 was due. The] immediately after

71-2  the last day of the month in which the anniversary date of the

71-3  filing of the certificate of registration occurs, and the Secretary of

71-4  State shall notify [a] the registered limited-liability partnership, by

71-5  [certified mail, addressed] providing written notice to its resident

71-6  agent or, if the registered limited-liability partnership does not have

71-7  a resident agent, to a managing partner, that its certificate of

71-8  registration is revoked . [and] The written notice:

71-9      (a) Must include the amount of any fees and penalties incurred

71-10  that are due.

71-11     (b) At the request of the resident agent or managing partner,

71-12  may be provided electronically.

71-13     Sec. 85.  NRS 87.530 is hereby amended to read as follows:

71-14     87.530  1.  Except as otherwise provided in subsection 3, the

71-15  Secretary of State shall reinstate the certificate of registration of a

71-16  registered limited-liability partnership that is revoked pursuant to

71-17  NRS 87.520 if the registered limited-liability partnership:

71-18     (a) Files with the Secretary of State [the] :

71-19         (1) The information required by NRS 87.510; and

71-20         (2) A certificate of acceptance of appointment signed by its

71-21  resident agent; and

71-22     (b) Pays to the Secretary of State:

71-23         (1) The fee required to be paid [by that section;] pursuant to

71-24  NRS 87.510;

71-25         (2) Any penalty required to be paid pursuant to NRS 87.520;

71-26  and

71-27         (3) A reinstatement fee of [$200.

71-28     2.  Upon reinstatement of a certificate of registration pursuant

71-29  to this section,] $300.

71-30     2.  When the Secretary of State reinstates the registered

71-31  limited-liability partnership, he shall[:

71-32     (a) Deliver to the registered limited-liability partnership a

71-33  certificate of reinstatement authorizing it to transact business

71-34  retroactively from the date the fee required by NRS 87.510 was due;

71-35  and

71-36     (b) Upon request,]issue to the registered limited-liability

71-37  partnership [one or more certified copies of the] a certificate of

71-38  reinstatement [.] if the registered limited-liability partnership:

71-39     (a) Requests a certificate of reinstatement; and

71-40     (b) Pays the required fees pursuant to NRS 87.550.

71-41     3.  The Secretary of State shall not reinstate the certificate of

71-42  registration of a registered limited-liability partnership if the

71-43  certificate was revoked pursuant to NRS 87.520 at least 5 years

71-44  before the date of the proposed reinstatement.

 

72-1      Sec. 86.  NRS 87.547 is hereby amended to read as follows:

72-2      87.547  1.  A registered limited-liability partnership may

72-3  correct a document filed by the Secretary of State with respect to the

72-4  registered limited-liability partnership if the document contains an

72-5  inaccurate record of a partnership action described in the document

72-6  or was defectively executed, attested, sealed, verified or

72-7  acknowledged.

72-8      2.  To correct a document, the registered limited-liability

72-9  partnership must:

72-10     (a) Prepare a certificate of correction that:

72-11         (1) States the name of the registered limited-liability

72-12  partnership;

72-13         (2) Describes the document, including, without limitation, its

72-14  filing date;

72-15         (3) Specifies the inaccuracy or defect;

72-16         (4) Sets forth the inaccurate or defective portion of the

72-17  document in an accurate or corrected form; and

72-18         (5) Is signed by a managing partner of the registered limited-

72-19  liability partnership.

72-20     (b) Deliver the certificate to the Secretary of State for filing.

72-21     (c) Pay a filing fee of [$150] $175 to the Secretary of State.

72-22     3.  A certificate of correction is effective on the effective date

72-23  of the document it corrects except as to persons relying on the

72-24  uncorrected document and adversely affected by the correction. As

72-25  to those persons, the certificate is effective when filed.

72-26     Sec. 86.5.  NRS 87.550 is hereby amended to read as follows:

72-27     87.550  In addition to any other fees required by NRS 87.440 to

72-28  87.540, inclusive, and 87.560, the Secretary of State shall charge

72-29  and collect the following fees for services rendered pursuant to

72-30  those sections:

72-31     1.  For certifying documents required by NRS 87.440 to 87.540,

72-32  inclusive, and 87.560, [$20] $30 per certification.

72-33     2.  For executing a certificate verifying the existence of a

72-34  registered limited-liability partnership, if the registered limited-

72-35  liability partnership has not filed a certificate of amendment, [$40.]

72-36  $50.

72-37     3.  For executing a certificate verifying the existence of a

72-38  registered limited-liability partnership, if the registered limited-

72-39  liability partnership has filed a certificate of amendment, [$40.] $50.

72-40     4.  For executing, certifying or filing any certificate or

72-41  document not required by NRS 87.440 to 87.540, inclusive, and

72-42  87.560, [$40.] $50.

72-43     5.  For any copies made by the Office of the Secretary of State,

72-44  [$1] $2 per page.

73-1      6.  For examining and provisionally approving any document

73-2  before the document is presented for filing, [$100.] $125.

73-3      Sec. 87.  Chapter 88 of NRS is hereby amended by adding

73-4  thereto the provisions set forth as sections 87.1 to 95, inclusive, of

73-5  this act.

73-6      Sec. 87.1.  1.  To become a registered limited-liability limited

73-7  partnership, a limited partnership shall file with the Secretary of

73-8  State a certificate of registration stating each of the following:

73-9      (a) The name of the limited partnership.

73-10     (b) The street address of its principal office.

73-11     (c) The name of the person designated as the resident agent of

73-12  the limited partnership, the street address of the resident agent

73-13  where process may be served upon the partnership and the mailing

73-14  address of the resident agent if it is different from his street

73-15  address.

73-16     (d) The name and business address of each organizer

73-17  executing the certificate.

73-18     (e) The name and business address of each initial general

73-19  partner.

73-20     (f) That the limited partnership thereafter will be a registered

73-21  limited-liability limited partnership.

73-22     (g) Any other information that the limited partnership wishes

73-23  to include.

73-24     2.  The certificate of registration must be executed by the vote

73-25  necessary to amend the partnership agreement or, in the case of a

73-26  partnership agreement that expressly considers contribution

73-27  obligations, the vote necessary to amend those provisions.

73-28     3.  The Secretary of State shall register as a registered limited-

73-29  liability limited partnership any limited partnership that submits a

73-30  completed certificate of registration with the required fee.

73-31     4.  The registration of a registered limited-liability limited

73-32  partnership is effective at the time of the filing of the certificate of

73-33  registration.

73-34     Sec. 87.2.  1.  The name proposed for a registered limited-

73-35  liability limited partnership must contain the words “Limited-

73-36  Liability Limited Partnership” or “Registered Limited-Liability

73-37  Limited Partnership” or the abbreviation “L.L.L.P.” or “LLLP”

73-38  as the last words or letters of the name and must be

73-39  distinguishable on the records of the Secretary of State from the

73-40  names of all other artificial persons formed, organized, registered

73-41  or qualified pursuant to the provisions of this title that are on file

73-42  in the Office of the Secretary of State and all names that are

73-43  reserved in the Office of the Secretary of State pursuant to the

73-44  provisions of this title. If the name of the registered limited-

73-45  liability limited partnership on a certificate of registration of

74-1  limited-liability limited partnership submitted to the Secretary of

74-2  State is not distinguishable from any name on file or reserved

74-3  name, the Secretary of State shall return the certificate to the

74-4  person who signed it, unless the written, acknowledged consent to

74-5  the same name of the holder of the name on file or reserved name

74-6  to use the name accompanies the certificate.

74-7      2.  The Secretary of State shall not accept for filing any

74-8  certificate of registration or any certificate of amendment of a

74-9  certificate of registration of any registered limited-liability limited

74-10  partnership formed or existing pursuant to the laws of this state

74-11  which provides that the name of the registered limited-liability

74-12  limited partnership contains the words “unit-owners’ association”

74-13  or “homeowners’ association” or if it appears in the certificate of

74-14  registration or certificate of amendment that the purpose of the

74-15  registered limited-liability limited partnership is to operate as a

74-16  unit-owners’ association pursuant to chapter 116 of NRS unless

74-17  the Administrator of the Real Estate Division of the Department of

74-18  Business and Industry certifies that the registered limited-liability

74-19  limited partnership has:

74-20     (a) Registered with the Ombudsman for Owners in Common-

74-21  Interest Communities pursuant to NRS 116.31158; and

74-22     (b) Paid to the Administrator of the Real Estate Division the

74-23  fees required pursuant to NRS 116.31155.

74-24     3.  For the purposes of this section, a proposed name is not

74-25  distinguishable from a name on file or reserved name solely

74-26  because one or the other contains distinctive lettering, a distinctive

74-27  mark, a trademark or a trade name, or any combination thereof.

74-28     4.  The name of a registered limited-liability limited

74-29  partnership whose right to transact business has been forfeited,

74-30  which has merged and is not the surviving entity or whose

74-31  existence has otherwise terminated is available for use by any

74-32  other artificial person.

74-33     5.  The Secretary of State may adopt regulations that interpret

74-34  the requirements of this section.

74-35     Sec. 87.3.  1.  The registration of a registered limited-

74-36  liability limited partnership is effective until:

74-37     (a) Its certificate of registration is revoked pursuant to NRS

74-38  88.405; or

74-39     (b) The registered limited-liability limited partnership files

74-40  with the Secretary of State a written notice of withdrawal executed

74-41  by a general partner. The notice must be accompanied by a fee of

74-42  $60.

74-43     2.  Upon notification from the Administrator of the Real

74-44  Estate Division of the Department of Business and Industry that a

74-45  registered limited-liability limited partnership which is a unit-

75-1  owners’ association as defined in NRS 116.110315 has failed to

75-2  register pursuant to NRS 116.31158 or failed to pay the fees

75-3  pursuant to NRS 116.31155, the Secretary of State shall deem the

75-4  registered limited-liability limited partnership to be in default. If,

75-5  after the registered limited-liability limited partnership is deemed

75-6  to be in default, the Administrator notifies the Secretary of State

75-7  that the registered limited-liability limited partnership has

75-8  registered pursuant to NRS 116.31158 and paid the fees pursuant

75-9  to NRS 116.31155, the Secretary of State shall reinstate the

75-10  registered limited-liability limited partnership if the registered

75-11  limited-liability limited partnership complies with the requirements

75-12  for reinstatement as provided in this section and NRS 87.510 and

75-13  87.530.

75-14     Sec. 87.4.  The status of a limited partnership as a registered

75-15  limited-liability limited partnership, and the liability of its

75-16  partners, are not affected by errors in the information contained

75-17  in a certificate of registration or an annual list required to be filed

75-18  with the Secretary of State, or by changes after the filing of such a

75-19  certificate or list in the information contained in the certificate or

75-20  list.

75-21     Sec. 87.5.  1.  Notwithstanding any provision in a

75-22  partnership agreement that may have existed before a

75-23  limited partnership became a registered limited-liability limited

75-24  partnership pursuant to section 87.1 of this act, if a registered

75-25  limited-liability limited partnership incurs a debt or liability:

75-26     (a) The debt or liability is solely the responsibility of the

75-27  registered limited-liability limited partnership; and

75-28     (b) A partner of a registered limited-liability limited

75-29  partnership is not individually liable for the debt or liability by way

75-30  of acting as a partner.

75-31     2.  For purposes of this section, the failure of a registered

75-32  limited-liability limited partnership to observe the formalities or

75-33  requirements relating to the management of the registered limited-

75-34  liability limited partnership, in and of itself, is not sufficient to

75-35  establish grounds for imposing personal liability on a partner for a

75-36  debt or liability of the registered limited-liability limited

75-37  partnership.

75-38     Sec. 87.6.  1.  Except as otherwise provided by specific

75-39  statute, no partner of a registered limited-liability limited

75-40  partnership is individually liable for a debt or liability of the

75-41  registered limited-liability limited partnership, unless the partner

75-42  acts as the alter ego of the registered limited-liability limited

75-43  partnership.

75-44     2.  A partner acts as the alter ego of a registered limited-

75-45  liability limited partnership if:

76-1      (a) The registered limited-liability limited partnership is

76-2  influenced and governed by the partner;

76-3      (b) There is such unity of interest and ownership that the

76-4  registered limited-liability limited partnership and the partner are

76-5  inseparable from each other; and

76-6      (c) Adherence to the fiction of a separate entity would sanction

76-7  fraud or promote a manifest injustice.

76-8      3.  The question of whether a partner acts as the alter ego of a

76-9  registered limited-liability limited partnership must be determined

76-10  by the court as a matter of law.

76-11     Sec. 87.7.  To the extent permitted by the law of that

76-12  jurisdiction:

76-13     1.  A limited partnership, including a registered limited-

76-14  liability limited partnership, formed and existing under this

76-15  chapter, may conduct its business, carry on its operations, and

76-16  exercise the powers granted by this chapter in any state, territory,

76-17  district or possession of the United States or in any foreign

76-18  country.

76-19     2.  The internal affairs of a limited partnership, including a

76-20  registered limited-liability limited partnership, formed and existing

76-21  under this chapter, including the liability of partners for debts,

76-22  obligations and liabilities of or chargeable to the partnership, are

76-23  governed by the laws of this state.

76-24     Sec. 87.8.  The name of a foreign registered limited-liability

76-25  limited partnership that is doing business in this state must

76-26  contain the words “Limited-Liability Limited Partnership” or

76-27  “Registered Limited-Liability Limited Partnership” or the

76-28  abbreviations “L.L.L.P.” or “LLLP,” or such other words or

76-29  abbreviations as may be required or authorized by the laws of the

76-30  other jurisdiction, as the last words or letters of the name.

76-31     Sec. 88.  1.  Each document filed with the Secretary of State

76-32  pursuant to this chapter must be on or accompanied by a form

76-33  prescribed by the Secretary of State.

76-34     2.  The Secretary of State may refuse to file a document which

76-35  does not comply with subsection 1 or which does not contain all of

76-36  the information required by statute for filing the document.

76-37     3.  If the provisions of the form prescribed by the Secretary of

76-38  State conflict with the provisions of any document that is

76-39  submitted for filing with the form:

76-40     (a) The provisions of the form control for all purposes with

76-41  respect to the information that is required by statute to appear in

76-42  the document in order for the document to be filed; and

76-43     (b) Unless otherwise provided in the document, the provisions

76-44  of the document control in every other situation.

77-1      4.  The Secretary of State may by regulation provide for the

77-2  electronic filing of documents with the Office of the Secretary of

77-3  State.

77-4      Sec. 89.  1.  Each foreign limited partnership doing business

77-5  in this state shall, on or before the last day of the month after the

77-6  filing of its application for registration as a foreign limited

77-7  partnership with the Secretary of State, and annually thereafter on

77-8  or before the last day of the month in which the anniversary date

77-9  of its qualification to do business in this state occurs in each year,

77-10  file with the Secretary of State a list, on a form furnished by him,

77-11  that contains:

77-12     (a) The name of the foreign limited partnership;

77-13     (b) The file number of the foreign limited partnership, if

77-14  known;

77-15     (c) The names of all its general partners;

77-16     (d) The address, either residence or business, of each general

77-17  partner;

77-18     (e) The name and address of its resident agent in this state;

77-19  and

77-20     (f) The signature of a general partner of the foreign limited

77-21  partnership certifying that the list is true, complete and accurate.