Senate Bill No. 51–Committee on Judiciary
Prefiled January 24, 2001
(On Behalf of Encouraging Businesses to
Conduct Business in Nevada (S.C.R. 19))
Referred to Committee on Judiciary
– Matter in bolded italics is new; matter
[ omitted material] is material to be omitted.
AN ACT relating to business associations; providing for the decrease of issued and outstanding shares of stock in certain circumstances; providing for the voting rights of fiduciaries and joint owners of stock; revising provisions governing the forfeiture of stock by delinquent subscribers; providing for the registration and management of foreign limited-liability companies; revising provisions governing the merger, conversion and exchange of business entities; providing for the domestication of certain foreign business entities; making various other changes pertaining to business associations; and providing other matters properly relating thereto.
THE PEOPLE OF THE STATE OF NEVADA, REPRESENTED IN
SENATE AND ASSEMBLY, DO ENACT AS FOLLOWS:
1-2 the provisions set forth as sections 2 and 3 of this act.
1-3 Sec. 2. 1. A person holding stock in a fiduciary capacity is entitled
1-4 to vote the shares so held.
1-5 2. A person whose stock is pledged is entitled to vote, unless in the
1-6 pledge the pledgor has expressly empowered the pledgee to vote the stock,
1-7 in which case only the pledgee or the proxy of the pledgee may vote the
1-9 3. If shares or other securities having voting power stand of record
1-10 in the names of two or more persons, whether fiduciaries, joint tenants,
1-11 tenants in common or otherwise, or if two or more persons have the same
1-12 fiduciary relationship respecting the shares or securities, unless the
2-1 secretary of the corporation is given written notice to the contrary and is
2-2 furnished with a copy of the instrument or order appointing them or
2-3 creating the relationship, their acts with respect to voting have the
2-4 following effect:
2-5 (a) If only one votes, that person’s act binds all;
2-6 (b) If more than one votes, the act chosen by a majority of votes binds
2-7 all; or
2-8 (c) If more than one votes, but the vote is evenly split on any
2-9 particular matter, each faction may vote the shares or securities in
2-10 question proportionally.
2-11 Sec. 3. 1. Unless otherwise provided in the articles of
2-12 incorporation, a corporation that desires to decrease the number of
2-13 issued and outstanding shares of a class or series held by each
2-14 stockholder of record at the effective date and time of the change without
2-15 correspondingly decreasing the number of authorized shares of the same
2-16 class or series may do so if:
2-17 (a) The board of directors adopts a resolution setting forth the
2-18 proposal to decrease the number of issued and outstanding shares of a
2-19 class or series; and
2-20 (b) The proposal is approved by the vote of stockholders holding a
2-21 majority of the voting power of the affected class or series, or such
2-22 greater proportion as may be provided in the articles of incorporation,
2-23 regardless of limitations or restrictions on the voting power of the
2-24 affected class or series.
2-25 2. If the proposal required by subsection 1 is approved by the
2-26 stockholders entitled to vote, the corporation may reissue its stock in
2-27 accordance with the proposal after the effective date and time of the
2-29 3. If a proposed decrease in the number of issued and outstanding
2-30 shares of any class or series would adversely alter or change any
2-31 preference, or any relative or other right given to any other class or
2-32 series of outstanding shares, then the decrease must be approved by the
2-33 vote, in addition to any vote otherwise required, of the shares
2-34 representing a majority of the voting power of each class or series whose
2-35 preference or rights are adversely affected by the decrease, or such
2-36 greater proportion as may be provided in the articles of incorporation,
2-37 regardless of limitations or restrictions on the voting power of the
2-38 adversely affected class or series.
2-39 4. Any proposal to decrease the number of issued and outstanding
2-40 shares of any class or series, if any, that includes provisions pursuant to
2-41 which only money will be paid or scrip will be issued to stockholders
2-43 (a) Before the decrease in the number of shares becomes effective,
2-44 hold 1 percent or more of the outstanding shares of the affected class or
2-45 series; and
2-46 (b) Would otherwise be entitled to receive fractions of shares in
2-47 exchange for the cancellation of all their outstanding shares,
2-48 is subject to the provisions of NRS 92A.300 to 92A.500, inclusive. If the
2-49 proposal is subject to those provisions, any stockholder who is obligated
3-1 to accept money or scrip rather than receive a fraction of a share
3-2 resulting from the action taken pursuant to this section may dissent in
3-3 accordance with the provisions of NRS 92A.300 to 92A.500, inclusive,
3-4 and obtain payment of the fair value of the fraction of a share to which
3-5 the stockholder would otherwise be entitled.
3-6 Sec. 4. NRS 78.010 is hereby amended to read as follows:
3-7 78.010 1. As used in this chapter:
3-8 (a) “Approval” and “vote” as describing action by the directors or
3-9 stockholders mean the vote of directors in person or by written consent or
3-10 of stockholders in person, by proxy or by written consent.
3-11 (b) “Articles,” “articles of incorporation” and “certificate of
3-12 incorporation” are synonymous terms and unless the context otherwise
3-13 requires, include all certificates filed pursuant to NRS 78.030, 78.1955,
3-14 78.209, 78.380, 78.385 and 78.390 and any articles of merger [or] ,
3-15 conversion, exchange or domestication filed pursuant to NRS 92A.200 to
3-16 92A.240, inclusive [.] , and sections 76 to 82, inclusive, of this act. Unless
3-17 the context otherwise requires, these terms include restated articles and
3-18 certificates of incorporation.
3-19 (c) “Directors” and “trustees” are synonymous terms.
3-20 (d) “Receiver” includes receivers and trustees appointed by a court as
3-21 provided in this chapter or in chapter 32 of NRS.
3-22 (e) “Registered office” means the office maintained at the street address
3-23 of the resident agent.
3-24 (f) “Resident agent” means the agent appointed by the corporation upon
3-25 whom process or a notice or demand authorized by law to be served upon
3-26 the corporation may be served.
3-27 (g) “Sign” means to affix a signature to a document.
3-28 (h) “Signature” means a name, word or mark executed or adopted by a
3-29 person with the present intention to authenticate a document. The term
3-30 includes, without limitation, a digital signature as defined in NRS 720.060.
3-31 (i) “Stockholder of record” means a person whose name appears on the
3-32 stock ledger of the corporation.
3-33 (j) “Street address” of a resident agent means the actual physical
3-34 location in this state at which a resident agent is available for service of
3-36 2. General terms and powers given in this chapter are not restricted by
3-37 the use of special terms, or by any grant of special powers contained in this
3-39 Sec. 5. NRS 78.125 is hereby amended to read as follows:
3-40 78.125 1. Unless it is otherwise provided in the articles of
3-41 incorporation, the board of directors may designate one or more
3-42 committees which, to the extent provided in the resolution or resolutions or
3-43 in the bylaws of the corporation, have and may exercise the powers of the
3-44 board of directors in the management of the business and affairs of the
3-45 corporation . [, and may have power to authorize the seal of the corporation
3-46 to be affixed to all papers on which the corporation desires to place a seal.]
3-47 2. The committee or committees must have such name or names as
3-48 may be stated in the bylaws of the corporation or as may be determined
3-49 from time to time by resolution adopted by the board of directors.
4-1 3. Each committee must include at least one director. Unless the
4-2 articles of incorporation or the bylaws provide otherwise, the board of
4-3 directors may appoint natural persons who are not directors to serve on
4-5 4. The board of directors may designate one or more directors as
4-6 alternate members of a committee to replace any member who is
4-7 disqualified or absent from a meeting of the committee. The bylaws of the
4-8 corporation may provide that, unless the board of directors appoints
4-9 alternate members pursuant to this subsection, the member or members
4-10 of a committee present at a meeting and not disqualified from voting,
4-11 whether or not the member or members constitute a quorum, may
4-12 unanimously appoint another member of the board of directors to act at
4-13 the meeting in the place of an absent or disqualified member of the
4-15 Sec. 6. NRS 78.150 is hereby amended to read as follows:
4-16 78.150 1. A corporation organized [under] pursuant to the laws of
4-17 this state shall, on or before the first day of the second month after the
4-18 filing of its articles of incorporation with the secretary of state, file with the
4-19 secretary of state a list, on a form furnished by him, containing:
4-20 (a) The name of the corporation;
4-21 (b) The file number of the corporation, if known;
4-22 (c) The names and titles of the president, secretary, treasurer and of all
4-23 the directors of the corporation;
4-24 (d) The mailing or street address, either residence or business, of each
4-25 officer and director listed, following the name of the officer or director;
4-27 (e) The signature of an officer of the corporation certifying that the list
4-28 is true, complete and accurate.
4-29 2. The corporation shall annually thereafter, on or before the last day
4-30 of the month in which the anniversary date of incorporation occurs in each
4-31 year, file with the secretary of state, on a form furnished by him, an
4-32 [amended] annual list containing all of the information required in
4-33 subsection 1.
4-34 3. Upon filing [a list of officers and directors,] the annual list required
4-35 by subsection 2, the corporation shall pay to the secretary of state a fee of
4-37 4. The secretary of state shall, 60 days before the last day for filing the
4-38 annual list required by subsection 2, cause to be mailed to each corporation
4-39 which is required to comply with the provisions of NRS 78.150 to 78.185,
4-40 inclusive, and which has not become delinquent, a notice of the fee due
4-41 pursuant to subsection 3 and a reminder to file [a list of officers and
4-42 directors.] the annual list required by subsection 2. Failure of any
4-43 corporation to receive a notice or form does not excuse it from the penalty
4-44 imposed by law.
4-45 5. If the list to be filed pursuant to the provisions of subsection 1 or 2
4-46 is defective in any respect or the fee required by subsection 3 , 6 or 7 is not
4-47 paid, the secretary of state may return the list for correction or payment.
5-1 6. An annual list for a corporation not in default which is received by
5-2 the secretary of state more than 60 days before its due date shall be deemed
5-3 an amended list for the previous year and [does not satisfy the requirements
5-4 of subsection 2 for the year to which the due date is applicable.] must be
5-5 accompanied by a fee of $85 for filing. A payment submitted pursuant to
5-6 this subsection does not satisfy the requirements of subsection 2 for the
5-7 year to which the due date is applicable.
5-8 7. If the corporation is an association as defined in NRS 116.110315,
5-9 the secretary of state shall not accept the filing required by this section
5-10 unless it is accompanied by evidence of the payment of the fee required to
5-11 be paid pursuant to NRS 116.31155 that is provided to the association
5-12 pursuant to subsection 4 of that section.
5-13 Sec. 7. NRS 78.175 is hereby amended to read as follows:
5-14 78.175 1. The secretary of state shall notify, by letter addressed to its
5-15 resident agent, each corporation deemed in default pursuant to NRS
5-16 78.170. The notice must be accompanied by a statement indicating the
5-17 amount of the filing fee, penalties and costs remaining unpaid.
5-18 2. On the first day of the [ninth month following] second anniversary
5-19 of the month in which the filing was required, the charter of the corporation
5-20 is revoked and its right to transact business is forfeited.
5-21 3. The secretary of state shall compile a complete list containing the
5-22 names of all corporations whose right to do business has been forfeited.
5-23 The secretary of state shall forthwith notify, by letter addressed to its
5-24 resident agent, each such corporation of the forfeiture of its charter. The
5-25 notice must be accompanied by a statement indicating the amount of the
5-26 filing fee, penalties and costs remaining unpaid.
5-27 4. If the charter of a corporation is revoked and the right to transact
5-28 business is forfeited as provided in subsection 2, all of the property and
5-29 assets of the defaulting domestic corporation must be held in trust by the
5-30 directors of the corporation as for insolvent corporations, and the same
5-31 proceedings may be had with respect thereto as are applicable to insolvent
5-32 corporations. Any person interested may institute proceedings at any time
5-33 after a forfeiture has been declared, but if the secretary of state reinstates
5-34 the charter the proceedings must at once be dismissed and all property
5-35 restored to the officers of the corporation.
5-36 5. Where the assets are distributed they must be applied in the
5-37 following manner:
5-38 (a) To the payment of the filing fee, penalties and costs due to the state;
5-39 (b) To the payment of the creditors of the corporation; and
5-40 (c) Any balance remaining to distribution among the stockholders.
5-41 Sec. 8. NRS 78.180 is hereby amended to read as follows:
5-42 78.180 1. Except as otherwise provided in subsections 3 and 4, the
5-43 secretary of state shall reinstate a corporation which has forfeited its right
5-44 to transact business [under] pursuant to the provisions of this chapter and
5-45 restore to the corporation its right to carry on business in this state, and to
5-46 exercise its corporate privileges and immunities, if it:
5-47 (a) Files with the secretary of state the list required by NRS 78.150; and
5-48 (b) Pays to the secretary of state:
6-1 (1) The annual filing fee and penalty set forth in NRS 78.150 and
6-2 78.170 for each year or portion thereof during which [its charter was
6-3 revoked;] it failed to file each required annual list in a timely manner;
6-5 (2) A fee of $50 for reinstatement.
6-6 2. When the secretary of state reinstates the corporation, he shall:
6-7 (a) Immediately issue and deliver to the corporation a certificate of
6-8 reinstatement authorizing it to transact business as if the filing fee or fees
6-9 had been paid when due; and
6-10 (b) Upon demand, issue to the corporation one or more certified copies
6-11 of the certificate of reinstatement.
6-12 3. The secretary of state shall not order a reinstatement unless all
6-13 delinquent fees and penalties have been paid, and the revocation of the
6-14 charter occurred only by reason of failure to pay the fees and penalties.
6-15 4. If a corporate charter has been revoked pursuant to the provisions of
6-16 this chapter and has remained revoked for a period of 5 consecutive years,
6-17 the charter must not be reinstated.
6-18 Sec. 9. NRS 78.195 is hereby amended to read as follows:
6-19 78.195 1. If a corporation desires to have more than one class or
6-20 series of stock, the articles of incorporation must prescribe, or vest
6-21 authority in the board of directors to prescribe, the classes, series and the
6-22 number of each class or series of stock and the voting powers,
6-23 designations, preferences, limitations, restrictions and relative rights of
6-24 each class or series of stock. If more than one class or series of stock is
6-25 authorized, the articles of incorporation or the resolution of the board of
6-26 directors passed pursuant to a provision of the articles must prescribe a
6-27 distinguishing designation for each class and series. The voting powers,
6-28 designations, preferences, limitations, restrictions, relative rights and
6-29 distinguishing designation of each class or series of stock must be
6-30 described in the articles of incorporation or the resolution of the board of
6-31 directors before the issuance of shares of that class or series.
6-32 2. All shares of a series must have voting powers, designations,
6-33 preferences, limitations, restrictions and relative rights identical with those
6-34 of other shares of the same series and, except to the extent otherwise
6-35 provided in the description of the series, with those of other series of the
6-36 same class.
6-37 3. Unless otherwise provided in the articles of incorporation, no stock
6-38 issued as fully paid up may ever be assessed and the articles of
6-39 incorporation must not be amended in this particular.
6-40 4. Any rate, condition or time for payment of distributions on any class
6-41 or series of stock may be made dependent upon any fact or event which
6-42 may be ascertained outside the articles of incorporation or the resolution
6-43 providing for the distributions adopted by the board of directors if the
6-44 manner in which a fact or event may operate upon the rate, condition or
6-45 time of payment for the distributions is stated in the articles of
6-46 incorporation or the resolution. As used in this subsection, “fact or event”
6-47 includes, without limitation, the existence of a fact or occurrence of an
6-48 event, including, without limitation, a determination or action by a
7-1 person, government, governmental agency or political subdivision of a
7-3 5. The provisions of this section do not restrict the directors of a
7-4 corporation from taking action to protect the interests of the corporation
7-5 and its stockholders, including, but not limited to, adopting or executing
7-6 plans, arrangements or instruments that grant rights to stockholders or
7-7 that deny rights, privileges, power or authority to a holder of a specified
7-8 number of shares or percentage of share ownership or voting power.
7-9 Sec. 10. NRS 78.1955 is hereby amended to read as follows:
7-10 78.1955 1. If the voting powers, designations, preferences,
7-11 limitations, restrictions and relative rights of any class or series of stock
7-12 have been established by a resolution of the board of directors pursuant to a
7-13 provision in the articles of incorporation, a certificate of designation setting
7-14 forth the resolution must be signed by an officer of the corporation and
7-15 filed with the secretary of state . [setting forth the resolution. The
7-16 certificate of designation must be executed by the president or vice
7-17 president and secretary or assistant secretary and acknowledged by the
7-18 president or vice president before a person authorized by the laws of
7-19 Nevada to take acknowledgments of deeds. The] A certificate of
7-20 designation [so executed and acknowledged must be filed] signed and filed
7-21 pursuant to this section must become effective before the issuance of any
7-22 shares of the class or series.
7-23 2. Unless otherwise provided in the articles of incorporation or the
7-24 certificate of designation being amended, if no shares of a class or series of
7-25 stock established by a resolution of the board of directors have been issued,
7-26 the designation of the class or series, the number of the class or series and
7-27 the voting powers, designations, preferences, limitations, restrictions and
7-28 relative rights of the class or series may be amended by a resolution of the
7-29 board of directors pursuant to a certificate of amendment filed in the
7-30 manner provided in subsection 4.
7-31 3. Unless otherwise provided in the articles of incorporation or the
7-32 certificate of designation, if shares of a class or series of stock established
7-33 by a resolution of the board of directors have been issued, the designation
7-34 of the class or series, the number of the class or series and the voting
7-35 powers, designations, preferences, limitations, restrictions and relative
7-36 rights of the class or series may be amended by a resolution of the board of
7-37 directors only if the amendment is approved as provided in this subsection.
7-38 Unless otherwise provided in the articles of incorporation or the certificate
7-39 of designation, the proposed amendment adopted by the board of directors
7-40 must be approved by the vote of stockholders holding shares in the
7-41 corporation entitling them to exercise a majority of the voting power, or
7-42 such greater proportion of the voting power as may be required by the
7-43 articles of incorporation or the certificate of designation, of:
7-44 (a) The class or series of stock being amended; and
7-45 (b) Each class and each series of stock which, before amendment, is
7-46 senior to the class or series being amended as to the payment of
7-47 distributions upon dissolution of the corporation, regardless of any
7-48 limitations or restrictions on the voting power of that class or series.
8-1 4. A certificate of amendment to a certificate of designation must be
8-2 signed by an officer of the corporation and filed with the secretary of state
8-3 and must:
8-4 (a) Set forth the original designation and the new designation, if the
8-5 designation of the class or series is being amended;
8-6 (b) State that no shares of the class or series have been issued or state
8-7 that the approval of the stockholders required pursuant to subsection 3 has
8-8 been obtained; and
8-9 (c) Set forth the amendment to the class or series or set forth the
8-10 designation of the class or series, the number of the class or series and the
8-11 voting powers, designations, preferences, limitations, restrictions and
8-12 relative rights of the class or series, as amended.
8-13 [The certificate of amendment must be executed by the president or vice
8-14 president and secretary or assistant secretary and acknowledged by the
8-15 president or vice president before a person authorized by the laws of
8-16 Nevada to take acknowledgments of deeds.]
8-17 5. A certificate filed pursuant to subsection 1 or 4 becomes effective
8-18 upon filing with the secretary of state or upon a later date specified in the
8-19 certificate, which must not be later than 90 days after the certificate is
8-21 6. If shares of a class or series of stock established by a certificate of
8-22 designation are not outstanding, the corporation may file a certificate:
8-23 (a) Stating that no shares of the class or series are outstanding; and
8-24 (b) Containing the resolution of the board of directors authorizing the
8-25 withdrawal of the certificate of designation establishing the class or
8-26 series of stock. The certificate must be signed by an officer of the
8-27 corporation and filed with the secretary of state. Upon filing the
8-28 certificate and payment of the fee required pursuant to NRS 78.765, all
8-29 matters contained in the certificate of designation regarding the class or
8-30 series of stock are eliminated from the articles of incorporation.
8-31 7. NRS 78.380, 78.385 and 78.390 do not apply to certificates of
8-32 amendment filed pursuant to this section.
8-33 Sec. 11. NRS 78.196 is hereby amended to read as follows:
8-34 78.196 1. Each corporation must have:
8-35 (a) One or more classes or series of shares that together have unlimited
8-36 voting rights; and
8-37 (b) One or more classes or series of shares that together are entitled to
8-38 receive the net assets of the corporation upon dissolution.
8-39 If the articles of incorporation provide for only one class of stock, that class
8-40 of stock has unlimited voting rights and is entitled to receive the net assets
8-41 of the corporation upon dissolution.
8-42 2. The articles of incorporation, or a resolution of the board of
8-43 directors pursuant thereto, may authorize one or more classes or series of
8-44 stock that:
8-45 (a) Have special, conditional or limited voting powers, or no right to
8-46 vote, except to the extent otherwise provided by this Title;
8-47 (b) Are redeemable or convertible:
8-48 (1) At the option of the corporation, the stockholders or another
8-49 person, or upon the occurrence of a designated event;
9-1 (2) For cash, indebtedness, securities or other property; or
9-2 (3) In a designated amount or in an amount determined in accordance
9-3 with a designated formula or by reference to extrinsic data or events;
9-4 (c) Entitle the stockholders to distributions calculated in any manner,
9-5 including dividends that may be cumulative, noncumulative or partially
9-7 (d) Have preference over any other class or series of shares with respect
9-8 to distributions, including dividends and distributions upon the dissolution
9-9 of the corporation;
9-10 (e) Have par value; or
9-11 (f) Have powers, designations, preferences, limitations, restrictions and
9-12 relative rights dependent upon any fact or event which may be ascertained
9-13 outside of the articles of incorporation or the resolution if the manner in
9-14 which the fact or event may operate on such class or series of stock is
9-15 stated in the articles of incorporation or the resolution.
9-16 3. Unless otherwise provided in the articles of incorporation or in a
9-17 resolution of the board of directors establishing a class or series of stock,
9-18 shares which are subject to redemption and which have been called for
9-19 redemption are not deemed to be outstanding shares for purposes of
9-20 voting or determining the total number of shares entitled to vote on a
9-21 matter on and after the date on which:
9-22 (a) Written notice of redemption has been sent to the holders of such
9-23 shares; and
9-24 (b) A sum sufficient to redeem the shares has been irrevocably
9-25 deposited or set aside to pay the redemption price to the holders of the
9-26 shares upon surrender of any certificates.
9-27 4. The description of voting powers, designations, preferences,
9-28 limitations, restrictions and relative rights of the classes or series of shares
9-29 contained in this section is not exclusive.
9-30 Sec. 12. NRS 78.205 is hereby amended to read as follows:
9-31 78.205 1. A corporation is not [obliged] obligated to but may
9-32 execute and deliver a certificate for or including a fraction of a share.
9-33 2. In lieu of executing and delivering a certificate for a fraction of a
9-34 share, a corporation may:
9-35 (a) Pay to any person otherwise entitled to become a holder of a fraction
9-36 of a share:
9-37 (1) The appraised value of that share if the appraisal was properly
9-38 demanded [;] pursuant to this chapter or chapter 92A of NRS; or
9-39 (2) If no appraisal was demanded or an appraisal was not properly
9-40 demanded, an amount in cash specified for that purpose as the value of the
9-41 fraction in the articles, plan of reorganization, plan of merger or exchange,
9-42 resolution of the board of directors, or other instrument pursuant to which
9-43 the fractional share would otherwise be issued, or, if not specified, then as
9-44 may be determined for that purpose by the board of directors of the issuing
9-46 (b) Issue such additional fraction of a share as is necessary to increase
9-47 the fractional share to a full share; or
9-48 (c) Execute and deliver registered or bearer scrip over the manual or
9-49 facsimile signature of an officer of the corporation or of its agent for that
10-1 purpose, exchangeable as provided on the scrip for full share certificates,
10-2 but the scrip does not entitle the holder to any rights as a stockholder
10-3 except as provided on the scrip. The scrip may provide that it becomes void
10-4 unless the rights of the holders are exercised within a specified period and
10-5 may contain any other provisions or conditions that the corporation deems
10-6 advisable. Whenever any scrip ceases to be exchangeable for full share
10-7 certificates, the shares that would otherwise have been issuable as provided
10-8 on the scrip are deemed to be treasury shares unless the scrip contains other
10-9 provisions for their disposition.
10-10 3. The provisions of this section do not prevent a person who holds a
10-11 fractional share from disputing the appraised value of a share pursuant
10-12 to NRS 92A.300 to 92A.500, inclusive, if the person is otherwise entitled
10-13 to exercise such rights.
10-14 Sec. 13. NRS 78.207 is hereby amended to read as follows:
10-15 78.207 1. Unless otherwise provided in the articles of incorporation,
10-16 a corporation [organized and existing under the laws of this state] that
10-17 desires to change the number of shares of a class [and] or series, if any, of
10-18 its authorized stock by increasing or decreasing the number of authorized
10-19 shares of the class [and] or series and correspondingly increasing or
10-20 decreasing the number of issued and outstanding shares of the same class
10-21 [and] or series held by each stockholder of record at the effective date and
10-22 time of the change, may, except as otherwise provided in subsections 2 and
10-23 3, do so by a resolution adopted by the board of directors, without
10-24 obtaining the approval of the stockholders. The resolution may also
10-25 provide for a change of the par value, if any, of the same class [and] or
10-26 series of the shares increased or decreased. After the effective date and
10-27 time of the change, the corporation may issue its stock in accordance
10-29 2. A proposal to increase or decrease the number of authorized shares
10-30 of any class [and] or series, if any, that includes provisions pursuant to
10-31 which only money will be paid or scrip will be issued to stockholders who:
10-32 (a) Before the increase or decrease in the number of shares becomes
10-33 effective, in the aggregate hold 10 percent or more of the outstanding
10-34 shares of the affected class [and] or series; and
10-35 (b) Would otherwise be entitled to receive fractions of shares in
10-36 exchange for the cancellation of all of their outstanding shares,
10-37 must be approved by the vote of stockholders holding a majority of the
10-38 voting power of the affected class [and] or series, or such greater
10-39 proportion as may be provided in the articles of incorporation, regardless of
10-40 limitations or restrictions on the voting power thereof.
10-41 3. If a proposed increase or decrease in the number of authorized
10-42 shares of any class or series would adversely alter or change any preference
10-43 or any relative or other right given to any other class or series of
10-44 outstanding shares, then the increase or decrease must be approved by the
10-45 vote, in addition to any vote otherwise required, of the holders of shares
10-46 representing a majority of the voting power of each class or series whose
10-47 preference or rights are adversely affected by the increase or decrease,
10-48 regardless of limitations or restrictions on the voting power thereof.
11-1 4. Any proposal to increase or decrease the number of authorized
11-2 shares of any class [and] or series, if any, that includes provisions pursuant
11-3 to which only money will be paid or scrip will be issued to stockholders
11-5 (a) Before the increase or decrease in the number of shares becomes
11-6 effective, hold 1 percent or more of the outstanding shares of the affected
11-7 class [and] or series; and
11-8 (b) Would otherwise be entitled to receive a fraction of a share in
11-9 exchange for the cancellation of all of their outstanding shares,
11-10 is subject to the provisions of NRS 92A.300 to 92A.500, inclusive. If the
11-11 proposal is subject to those provisions, any stockholder who is obligated to
11-12 accept money or scrip rather than receive a fraction of a share resulting
11-13 from the action taken pursuant to this section may dissent in accordance
11-14 with those provisions and obtain payment of the fair value of the fraction
11-15 of a share to which the stockholder would otherwise be entitled.
11-16 Sec. 14. NRS 78.209 is hereby amended to read as follows:
11-17 78.209 1. A change pursuant to NRS 78.207 is not effective until
11-18 after the filing in the office of the secretary of state of a certificate, signed
11-19 by [the corporation’s president, or a vice president, and its secretary, or an
11-20 assistant secretary, and acknowledged by the president or vice president
11-21 before a person authorized by the laws of this state to take
11-22 acknowledgments of deeds,] an officer of the corporation, setting forth:
11-23 (a) The current number of authorized shares and the par value, if any, of
11-24 each class [and] or series, if any, of shares before the change;
11-25 (b) The number of authorized shares and the par value, if any, of each
11-26 class [and] or series, if any, of shares after the change;
11-27 (c) The number of shares of each affected class [and] or series, if any, to
11-28 be issued after the change in exchange for each issued share of the same
11-29 class or series;
11-30 (d) The provisions, if any, for the issuance of fractional shares, or for
11-31 the payment of money or the issuance of scrip to stockholders otherwise
11-32 entitled to a fraction of a share and the percentage of outstanding shares
11-33 affected thereby; and
11-34 (e) That any required approval of the stockholders has been obtained . [;
11-36 (f) Whether the change is effective on filing the certificate or, if not, the
11-37 date and time at which the change will be effective, which must not be
11-38 more than 90 days after the certificate is filed.]
11-39 The provisions in the articles of incorporation of the corporation regarding
11-40 the authorized number and par value, if any, of the changed class [and] or
11-41 series, if any, of shares shall be deemed amended as provided in the
11-42 certificate at the effective date and time of the change.
11-43 2. Unless an increase or decrease of the number of authorized shares
11-44 pursuant to NRS 78.207 is accomplished by an action that otherwise
11-45 requires an amendment to the [corporation’s] articles of incorporation [,] of
11-46 the corporation, such an amendment is not required by that section.
11-47 3. A certificate filed pursuant to subsection 1 becomes effective upon
11-48 filing with the secretary of state or upon a later date specified in the
12-1 certificate, which must not be later than 90 days after the certificate is
12-3 4. If a certificate filed pursuant to subsection 1 specifies an effective
12-4 date, the board of directors may terminate the effectiveness of the
12-5 certificate by resolution. A certificate of termination must:
12-6 (a) Be filed with the secretary of state before the effective date
12-7 specified in the certificate filed pursuant to subsection 1;
12-8 (b) Identify the certificate being terminated;
12-9 (c) State that the effectiveness of the certificate has been terminated;
12-10 (d) Be signed by an officer of the corporation; and
12-11 (e) Be accompanied by the fee required pursuant to NRS 78.765.
12-12 Sec. 15. NRS 78.211 is hereby amended to read as follows:
12-13 78.211 1. The board of directors may authorize shares to be issued
12-14 for consideration consisting of any tangible or intangible property or
12-15 benefit to the corporation, including, but not limited to, cash, promissory
12-16 notes, services performed, contracts for services to be performed or other
12-17 securities of the corporation.
12-18 [2. Before the corporation issues shares, the board of directors must
12-19 determine that the consideration received or to be received for the shares to
12-20 be issued is adequate.] The judgment of the board of directors as to [the
12-21 adequacy of] the consideration received for the shares issued is conclusive
12-22 in the absence of actual fraud in the transaction.
12-23 [3.] 2. When the corporation receives the consideration for which the
12-24 board of directors authorized the issuance of shares, the shares issued
12-25 therefor are fully paid.
12-26 [4.] 3. The corporation may place in escrow shares issued for a
12-27 contract for future services or benefits or a promissory note, or make any
12-28 other arrangements to restrict the transfer of the shares. The corporation
12-29 may credit distributions made for the shares against their purchase price,
12-30 until the services are performed, the benefits are received or the promissory
12-31 note is paid. If the services are not performed, the benefits are not received
12-32 or the promissory note is not paid, the shares escrowed or restricted and the
12-33 distributions credited may be canceled in whole or in part.
12-34 Sec. 16. NRS 78.220 is hereby amended to read as follows:
12-35 78.220 1. Subscriptions to the shares of a corporation, whether made
12-36 before or after its organization, [shall] must be paid in full at such time or
12-37 in such installments at such times as determined by the board of directors.
12-38 Any call made by the board of directors for payment on subscriptions
12-39 [shall] must be uniform as to all shares of the same class or series.
12-40 2. If default is made in the payment of any installment or call, the
12-41 corporation may proceed to collect the amount due in the same manner as
12-42 any debt due the corporation. In addition, the corporation may sell a
12-43 sufficient number of the subscriber’s shares at public auction to pay for the
12-44 installment or call and any incidental charges incurred as a result of the
12-45 sale. No penalty causing a forfeiture of a subscription, of stock for which a
12-46 subscription has been executed, or of amounts paid thereon, may be
12-47 declared against any subscriber unless the amount due remains unpaid for
12-48 30 days after written demand. Such written demand shall be deemed made
12-49 when it is mailed by registered or certified mail, return receipt requested, to
13-1 the subscriber’s last known address. If any of the subscriber’s shares are
13-2 sold at public auction, any excess of the proceeds over the total of the
13-3 amount due plus any incidental charges of the sale [shall] must be paid to
13-4 the subscriber or his legal representative. If an action is brought to recover
13-5 the amount due on a subscription or call, any judgment in favor of the
13-6 corporation [shall] must be reduced by the amount of the net proceeds of
13-7 any sale by the corporation of the subscriber’s stock.
13-8 3. All stock subject to a delinquent installment or call and all
13-9 amounts previously paid by a delinquent subscriber for the stock must be
13-10 forfeited to the corporation if an amount due from a subscriber remains
13-11 unpaid, the corporation has complied with the requirements of
13-12 subsection 2 and:
13-13 (a) A bidder does not purchase the subscriber’s shares at public
13-14 auction; or
13-15 (b) The corporation does not collect the defaulted amount by an
13-16 action at law.
13-17 4. If a receiver of a corporation has been appointed, all unpaid
13-18 subscriptions [shall] must be paid at such times and in such installments as
13-19 the receiver or the court may direct, subject, however, to the provisions of
13-20 the subscription contract.
13-21 [4.] 5. A subscription for shares of a corporation to be organized is
13-22 irrevocable for 6 months unless otherwise provided by the subscription
13-23 agreement or unless all of the subscribers consent to the revocation of the
13-25 Sec. 17. NRS 78.235 is hereby amended to read as follows:
13-26 78.235 1. Except as otherwise provided in subsection 4, every
13-27 stockholder is entitled to have a certificate, signed by officers or agents
13-28 designated by the corporation for the purpose, certifying the number of
13-29 shares owned by him in the corporation.
13-30 2. Whenever any certificate is countersigned or otherwise
13-31 authenticated by a transfer agent or transfer clerk, and by a registrar, then a
13-32 facsimile of the signatures of the officers or agents, the transfer agent or
13-33 transfer clerk or the registrar of the corporation may be printed or
13-34 lithographed upon the certificate in lieu of the actual signatures. If a
13-35 corporation uses facsimile signatures of its officers and agents on its stock
13-36 certificates, it cannot act as registrar of its own stock, but its transfer agent
13-37 and registrar may be identical if the institution acting in those dual
13-38 capacities countersigns or otherwise authenticates any stock certificates in
13-39 both capacities.
13-40 3. If any officer or officers who have signed, or whose facsimile
13-41 signature or signatures have been used on, any certificate or certificates for
13-42 stock cease to be an officer or officers of the corporation, whether because
13-43 of death, resignation or other reason, before the certificate or certificates
13-44 have been delivered by the corporation, the certificate or certificates may
13-45 nevertheless be adopted by the corporation and be issued and delivered as
13-46 though the person or persons who signed the certificate or certificates, or
13-47 whose facsimile signature or signatures have been used thereon, had not
13-48 ceased to be an officer or officers of the corporation.
14-1 4. [A corporation may provide in its] Unless otherwise provided in the
14-2 articles of incorporation or [in its bylaws for] bylaws, the board of
14-3 directors may authorize the issuance of uncertificated shares of some or all
14-4 of the shares of any or all of its classes or series. The issuance of
14-5 uncertificated shares has no effect on existing certificates for shares until
14-6 surrendered to the corporation, or on the respective rights and obligations
14-7 of the stockholders. Unless otherwise provided by a specific statute, the
14-8 rights and obligations of stockholders are identical whether or not their
14-9 shares of stock are represented by certificates.
14-10 5. Within a reasonable time after the issuance or transfer of shares
14-11 without certificates, the corporation shall send the stockholder a written
14-12 statement containing the information required on the certificates pursuant
14-13 to subsection 1. At least annually thereafter, the corporation shall provide
14-14 to its stockholders of record, a written statement confirming the
14-15 information contained in the informational statement previously sent
14-16 pursuant to this subsection.
14-17 6. Unless otherwise provided in the articles of incorporation or
14-18 bylaws, a corporation may issue a new certificate of stock or, if
14-19 authorized by the board of directors pursuant to subsection 4,
14-20 uncertificated shares in place of a certificate previously issued by it and
14-21 alleged to have been lost, stolen or destroyed. A corporation may require
14-22 an owner or legal representative of an owner of a lost, stolen or destroyed
14-23 certificate to give the corporation a bond or other security sufficient to
14-24 indemnify it against any claim that may be made against it for the alleged
14-25 loss, theft or destruction of a certificate, or the issuance of a new
14-26 certificate or uncertificated shares.
14-27 Sec. 18. NRS 78.257 is hereby amended to read as follows:
14-28 78.257 1. Any person who has been a stockholder of record of any
14-29 corporation and owns not less than 15 percent of all of the issued and
14-30 outstanding shares of the stock of such corporation or has been authorized
14-31 in writing by the holders of at least 15 percent of all its issued and
14-32 outstanding shares, upon at least 5 days’ written demand, is entitled to
14-33 inspect in person or by agent or attorney, during normal business hours, the
14-34 books of account and all financial records of the corporation, to make
14-35 [extracts therefrom,] copies of records, and to conduct an audit of such
14-36 records. Holders of voting trust certificates representing 15 percent of the
14-37 issued and outstanding shares of the corporation shall be regarded as
14-38 stockholders for the purpose of this subsection. The right of stockholders to
14-39 inspect the corporate records may not be limited in the articles or bylaws of
14-40 any corporation.
14-41 2. All costs for making [extracts] copies of records or conducting an
14-42 audit must be borne by the person exercising his rights [under] set forth in
14-43 subsection 1.
14-44 3. The rights authorized by subsection 1 may be denied to any
14-45 stockholder upon his refusal to furnish the corporation an affidavit that
14-46 such inspection, [extracts] copies or audit is not desired for any purpose not
14-47 related to his interest in the corporation as a stockholder. Any stockholder
14-48 or other person, exercising rights [under] set forth in subsection 1, who
14-49 uses or attempts to use information, documents, records or other data
15-1 obtained from the corporation, for any purpose not related to the
15-2 stockholder’s interest in the corporation as a stockholder, is guilty of a
15-3 gross misdemeanor.
15-4 4. If any officer or agent of any corporation keeping records in this
15-5 state willfully neglects or refuses to permit an inspection of the books of
15-6 account and financial records upon demand by a person entitled to inspect
15-7 them, or refuses to permit an audit to be conducted, as provided in
15-8 subsection 1, the corporation shall forfeit to the state the sum of $100 for
15-9 every day of such neglect or refusal, and the corporation, officer or agent
15-10 thereof is jointly and severally liable to the person injured for all damages
15-11 resulting to him.
15-12 5. A stockholder who brings an action or proceeding to enforce any
15-13 right [under] set forth in this section or to recover damages resulting from
15-14 its denial:
15-15 (a) Is entitled to costs and reasonable attorney’s fees, if he prevails; or
15-16 (b) Is liable for such costs and fees, if he does not prevail,
15-17 in the action or proceeding.
15-18 6. Except as otherwise provided in this subsection, the provisions of
15-19 this section do not apply to any corporation listed and traded on any
15-20 recognized stock exchange nor do they apply to any corporation that
15-21 furnishes to its stockholders a detailed, annual financial statement. A
15-22 person who owns, or is authorized in writing by the owners of, at least 15
15-23 percent of the issued and outstanding shares of the stock of a corporation
15-24 that has elected to be governed by subchapter S of the Internal Revenue
15-25 Code and whose shares are not listed or traded on any recognized stock
15-26 exchange is entitled to inspect the books of the corporation pursuant to
15-27 subsection 1 and has the rights, duties and liabilities provided in
15-28 subsections 2 to 5, inclusive.
15-29 Sec. 19. NRS 78.288 is hereby amended to read as follows:
15-30 78.288 1. Except as otherwise provided in subsection 2 and the
15-31 articles of incorporation, a board of directors may authorize and the
15-32 corporation may make distributions to its stockholders [.] , including
15-33 distributions on shares that are partially paid.
15-34 2. No distribution may be made if, after giving it effect:
15-35 (a) The corporation would not be able to pay its debts as they become
15-36 due in the usual course of business; or
15-37 (b) Except as otherwise specifically allowed by the articles of
15-38 incorporation, the corporation’s total assets would be less than the sum of
15-39 its total liabilities plus the amount that would be needed, if the corporation
15-40 were to be dissolved at the time of distribution, to satisfy the preferential
15-41 rights upon dissolution of stockholders whose preferential rights are
15-42 superior to those receiving the distribution.
15-43 3. The board of directors may base a determination that a distribution
15-44 is not prohibited [under] pursuant to subsection 2 on:
15-45 (a) Financial statements prepared on the basis of accounting practices
15-46 that are reasonable in the circumstances;
15-47 (b) A fair valuation, including, but not limited to, unrealized
15-48 appreciation and depreciation; or
15-49 (c) Any other method that is reasonable in the circumstances.
16-1 4. The effect of a distribution [under] pursuant to subsection 2 must
16-2 be measured:
16-3 (a) In the case of a distribution by purchase, redemption or other
16-4 acquisition of the corporation’s shares, as of the earlier of:
16-5 (1) The date money or other property is transferred or debt incurred
16-6 by the corporation; or
16-7 (2) The date upon which the stockholder ceases to be a stockholder
16-8 with respect to the acquired shares.
16-9 (b) In the case of any other distribution of indebtedness, as of the date
16-10 the indebtedness is distributed.
16-11 (c) In all other cases, as of:
16-12 (1) The date the distribution is authorized if the payment occurs
16-13 within 120 days after the date of authorization; or
16-14 (2) The date the payment is made if it occurs more than 120 days
16-15 after the date of authorization.
16-16 5. A corporation’s indebtedness to a stockholder incurred by reason of
16-17 a distribution made in accordance with this section is at parity with the
16-18 corporation’s indebtedness to its general unsecured creditors except to the
16-19 extent subordinated by agreement.
16-20 6. Indebtedness of a corporation, including indebtedness issued as a
16-21 distribution, is not considered a liability for purposes of determinations
16-22 [under] pursuant to subsection 2 if its terms provide that payment of
16-23 principal and interest are made only if and to the extent that payment of a
16-24 distribution to stockholders could then be made pursuant to this section. If
16-25 the indebtedness is issued as a distribution, each payment of principal or
16-26 interest must be treated as a distribution, the effect of which must be
16-27 measured on the date the payment is actually made.
16-28 Sec. 20. NRS 78.310 is hereby amended to read as follows:
16-29 78.310 1. Meetings of stockholders and directors of any corporation
16-30 organized [under] pursuant to the provisions of this chapter may be held
16-31 within or without this state, in the manner provided by the bylaws of the
16-32 corporation. The articles of incorporation may designate any place or
16-33 places where such stockholders’ or directors’ meetings may be held, but in
16-34 the absence of any provision therefor in the articles of incorporation, then
16-35 the meetings must be held within or without this state, as directed from
16-36 time to time by the bylaws of the corporation.
16-37 2. Unless otherwise provided in the articles of incorporation or
16-38 bylaws, the entire board of directors, any two directors or the president
16-39 may call annual and special meetings of the stockholders and directors.
16-40 Sec. 21. NRS 78.315 is hereby amended to read as follows:
16-41 78.315 1. Unless the articles of incorporation or the bylaws provide
16-42 for a [different] greater or lesser proportion, a majority of the board of
16-43 directors of the corporation then in office, at a meeting duly assembled, is
16-44 necessary to constitute a quorum for the transaction of business, and the act
16-45 of directors holding a majority of the voting power of the directors, present
16-46 at a meeting at which a quorum is present, is the act of the board of
17-1 2. Unless otherwise restricted by the articles of incorporation or
17-2 bylaws, any action required or permitted to be taken at a meeting of the
17-3 board of directors or of a committee thereof may be taken without a
17-4 meeting if, before or after the action, a written consent thereto is signed by
17-5 all the members of the board or of the committee.
17-6 3. Unless otherwise restricted by the articles of incorporation or
17-7 bylaws, members of the board of directors or the governing body of any
17-8 corporation, or of any committee designated by such board or body, may
17-9 participate in a meeting of the board, body or committee by means of a
17-10 telephone conference or similar [method] methods of communication by
17-11 which all persons participating in the meeting can hear each other.
17-12 Participation in a meeting pursuant to this subsection constitutes presence
17-13 in person at the meeting.
17-14 Sec. 22. NRS 78.320 is hereby amended to read as follows:
17-15 78.320 1. Unless this chapter, the articles of incorporation or the
17-16 bylaws provide for different proportions:
17-17 (a) A majority of the voting power, which includes the voting power
17-18 that is present in person or by proxy, regardless of whether the proxy has
17-19 authority to vote on all matters, constitutes a quorum for the transaction of
17-20 business; and
17-21 (b) Action by the stockholders on a matter other than the election of
17-22 directors is approved if the number of votes cast in favor of the action
17-23 exceeds the number of votes cast in opposition to the action.
17-24 2. Unless otherwise provided in the articles of incorporation or the
17-25 bylaws, any action required or permitted to be taken at a meeting of the
17-26 stockholders may be taken without a meeting if, before or after the action,
17-27 a written consent thereto is signed by stockholders holding at least a
17-28 majority of the voting power, except that if a different proportion of voting
17-29 power is required for such an action at a meeting, then that proportion of
17-30 written consents is required.
17-31 3. In no instance where action is authorized by written consent need a
17-32 meeting of stockholders be called or notice given.
17-33 4. Unless otherwise restricted by the articles of incorporation or
17-34 bylaws, stockholders may participate in a meeting of stockholders by
17-35 means of a telephone conference or similar [method] methods of
17-36 communication by which all persons participating in the meeting can hear
17-37 each other. Participation in a meeting pursuant to this subsection
17-38 constitutes presence in person at the meeting.
17-39 5. Unless otherwise provided in this chapter, the articles of
17-40 incorporation or the bylaws, if voting by a class or series of stockholders
17-41 is permitted or required, a majority of the voting power of the class or
17-42 series that is present in person or by proxy, regardless of whether the
17-43 proxy has authority to vote on all matters, constitutes a quorum for the
17-44 transaction of business. An act by the stockholders of each class or series
17-45 is approved if a majority of the voting power of a quorum of the class or
17-46 series votes for the action.
17-47 Sec. 23. NRS 78.330 is hereby amended to read as follows:
17-48 78.330 1. Unless elected pursuant to NRS 78.320, directors of every
17-49 corporation must be elected at the annual meeting of the stockholders by a
18-1 plurality of the votes cast at the election. Unless otherwise provided in this
18-2 chapter or in the bylaws, the board of directors [have] has the authority to
18-3 set the date, time and place for the annual meeting of the stockholders. If
18-4 for any reason directors are not elected pursuant to NRS 78.320 or at the
18-5 annual meeting of the stockholders, they may be elected at any special
18-6 meeting of the stockholders which is called and held for that purpose.
18-7 Unless otherwise provided in the articles of incorporation or bylaws, each
18-8 director holds office after the expiration of his term until his successor is
18-9 elected and qualified, or until he resigns or is removed.
18-10 2. The articles of incorporation or the bylaws may provide for the
18-11 classification of directors as to the duration of their respective terms of
18-12 office or as to their election by one or more authorized classes or series of
18-13 shares, but at least one-fourth in number of the directors of every
18-14 corporation must be elected annually. If an amendment reclassifying the
18-15 directors would otherwise increase the term of a director, unless the
18-16 amendment is to the articles of incorporation and otherwise provides, the
18-17 term of each incumbent director on the effective date of the amendment
18-18 terminates on the date it would have terminated had there been no
18-20 3. The articles of incorporation may provide that the voting power of
18-21 individual directors or classes of directors may be greater than or less than
18-22 that of any other individual directors or classes of directors, and the
18-23 different voting powers may be stated in the articles of incorporation or
18-24 may be dependent upon any fact or event that may be ascertained outside
18-25 the articles of incorporation if the manner in which the fact or event may
18-26 operate on those voting powers is stated in the articles of incorporation. If
18-27 the articles of incorporation provide that any directors may have voting
18-28 power greater than or less than other directors, every reference in this
18-29 chapter to a majority or other proportion of directors shall be deemed to
18-30 refer to a majority or other proportion of the voting power of all of the
18-31 directors or classes of directors, as may be required by the articles of
18-33 Sec. 24. NRS 78.3783 is hereby amended to read as follows:
18-34 78.3783 1. Except as otherwise provided in subsection 2,
18-35 “acquisition” means the direct or indirect acquisition of a controlling
18-37 2. “Acquisition” does not include any acquisition of shares in good
18-38 faith, and without an intent to avoid the requirements of NRS 78.378 to
18-39 78.3793, inclusive:
18-40 (a) By an acquiring person authorized pursuant to NRS 78.378 to
18-41 78.3793, inclusive, to exercise voting rights, to the extent that the new
18-42 acquisition does not result in the acquiring person obtaining a controlling
18-43 interest greater than that previously authorized; or
18-44 (b) Pursuant to:
18-45 (1) The laws of descent and distribution;
18-46 (2) The enforcement of a judgment;
18-47 (3) The satisfaction of a pledge or other security interest; or
19-1 (4) A merger , exchange, conversion, domestication or
19-2 reorganization effected in compliance with the provisions of NRS 78.622 ,
19-3 [or] 92A.200 to 92A.240, inclusive, or sections 78 to 82, inclusive, of this
19-4 act to which the issuing corporation is a party.
19-5 Sec. 25. NRS 78.3791 is hereby amended to read as follows:
19-6 78.3791 Except as otherwise provided by the articles of incorporation
19-7 of the issuing corporation, a resolution of the stockholders granting voting
19-8 rights to the control shares acquired by an acquiring person must be
19-9 approved by:
19-10 1. The holders of a majority of the voting power of the corporation;
19-12 2. If the acquisition will result in any change of the kind described in
19-13 subsection  2 of NRS 78.390, the holders of a majority of each class or
19-14 series affected,
19-15 excluding those shares as to which any interested stockholder exercises
19-16 voting rights.
19-17 Sec. 26. NRS 78.3793 is hereby amended to read as follows:
19-18 78.3793 [1.] Unless otherwise provided in the articles of
19-19 incorporation or the bylaws of the issuing corporation in effect on the 10th
19-20 day following the acquisition of a controlling interest by an acquiring
19-21 person, if the control shares are accorded full voting rights pursuant to
19-22 NRS 78.378 to 78.3793, inclusive, and the acquiring person has acquired
19-23 control shares with a majority or more of all the voting power, any
19-24 stockholder [of record,] , as that term is defined in NRS 92A.325, other
19-25 than the acquiring person, [who has] whose shares are not voted in favor
19-26 of authorizing voting rights for the control shares [is entitled to demand
19-27 payment for] may dissent in accordance with the provisions of NRS
19-28 92A.300 to 92A.500, inclusive, and obtain payment of the fair value of his
19-30 [2. The board of directors of the issuing corporation shall, within 20
19-31 days after the vote of the stockholders authorizing voting rights for the
19-32 control shares, cause a notice to be sent to any stockholder, other than the
19-33 acquiring person, who has not voted in favor of authorizing voting rights
19-34 for the control shares, advising him of the fact and of his right to receive
19-35 fair value for his shares as provided in subsection 3.
19-36 3. Within 20 days after the mailing of the notice described in
19-37 subsection 2, any stockholder of the corporation, other than the acquiring
19-38 person, who has not voted in favor of authorizing voting rights for the
19-39 control shares, may deliver to the registered office of the corporation a
19-40 written demand that the corporation purchase, for fair value, all or any
19-41 portion of his shares. The corporation shall comply with the demand within
19-42 30 days after its delivery.]
19-43 Sec. 27. NRS 78.380 is hereby amended to read as follows:
19-44 78.380 1. At least two-thirds of the incorporators or of the board of
19-45 directors of any corporation, before issuing any stock, may amend the
19-46 [original] articles of incorporation [thereof as may be desired by executing
19-47 or proving in the manner required for original articles of incorporation,] of
19-48 the corporation by signing and filing with the secretary of state a
20-1 certificate amending, modifying, changing or altering the [original]
20-2 articles, in whole or in part. The certificate must state that:
20-3 (a) [Declare that the] The signers thereof are at least two-thirds of the
20-4 incorporators or of the board of directors of the corporation, and state the
20-5 [corporation’s name.] name of the corporation; and
20-6 (b) [State the date upon which the original articles thereof were filed
20-7 with the secretary of state.
20-8 (c) Affirmatively declare that to] As of the date of the certificate, no
20-9 stock of the corporation has been issued.
20-10 2. [The amendment] A certificate filed pursuant to this section is
20-11 effective upon [the filing of] filing the certificate with the secretary of state
20-12 or upon a later date specified in the certificate, which must not be later
20-13 than 90 days after the certificate is filed.
20-14 3. If a certificate specifies an effective date and if no stock of the
20-15 corporation has been issued, the board of directors may terminate the
20-16 effectiveness of a certificate by filing a certificate of termination with the
20-17 secretary of state that:
20-18 (a) Identifies the certificate being terminated;
20-19 (b) States that no stock of the corporation has been issued;
20-20 (c) States that the effectiveness of the certificate has been terminated;
20-21 (d) Is signed by at least two-thirds of the board of directors of the
20-22 corporation; and
20-23 (e) Is accompanied by the fee required pursuant to NRS 78.765.
20-24 4. This section does not permit the insertion of any matter not in
20-25 conformity with this chapter.
20-26 Sec. 28. NRS 78.390 is hereby amended to read as follows:
20-27 78.390 1. Every amendment adopted pursuant to the provisions of
20-28 NRS 78.385 must be made in the following manner:
20-29 (a) The board of directors must adopt a resolution setting forth the
20-30 amendment proposed and declaring its advisability, and either call a
20-31 special meeting [, either annual or special,] of the stockholders entitled to
20-32 vote on the amendment or direct that the proposed amendment be
20-33 considered at the next annual meeting of the stockholders entitled to vote
20-34 [for the consideration thereof.] on the amendment.
20-35 (b) At the meeting, of which notice must be given to each stockholder
20-36 entitled to vote pursuant to the provisions of this section, a vote of the
20-37 stockholders entitled to vote in person or by proxy must be taken for and
20-38 against the proposed amendment. If it appears upon the canvassing of the
20-39 votes that stockholders holding shares in the corporation entitling them to
20-40 exercise at least a majority of the voting power, or such greater proportion
20-41 of the voting power as may be required in the case of a vote by classes or
20-42 series, as provided in subsections [3 and 5,] 2 and 4, or as may be required
20-43 by the provisions of the articles of incorporation, have voted in favor of the
20-44 amendment, [the president, or vice president, and secretary, or assistant
20-45 secretary, shall execute] an officer of the corporation shall sign a
20-46 certificate setting forth the amendment, or setting forth the articles of
20-47 incorporation as amended, and the vote by which the amendment was
21-1 (c) The certificate so [executed] signed must be filed [in the office of]
21-2 with the secretary of state.
21-3 [2. Upon filing the certificate the articles of incorporation are amended
21-5 3. ] 2. If any proposed amendment would adversely alter or change
21-6 any preference or any relative or other right given to any class or series of
21-7 outstanding shares, then the amendment must be approved by the vote, in
21-8 addition to the affirmative vote otherwise required, of the holders of shares
21-9 representing a majority of the voting power of each class or series
21-10 adversely affected by the amendment regardless of limitations or
21-11 restrictions on the voting power thereof.
21-12 [4.] 3. Provision may be made in the articles of incorporation
21-13 requiring, in the case of any specified amendments, a larger proportion of
21-14 the voting power of stockholders than that required by this section.
21-15 [5.] 4. Different series of the same class of shares do not constitute
21-16 different classes of shares for the purpose of voting by classes except when
21-17 the series is adversely affected by an amendment in a different manner than
21-18 other series of the same class.
21-19 5. The resolution of the stockholders approving the proposed
21-20 amendment may provide that at any time before the effective date of the
21-21 amendment, notwithstanding approval of the proposed amendment by the
21-22 stockholders, the board of directors may, by resolution, abandon the
21-23 proposed amendment without further action by the stockholders.
21-24 6. A certificate filed pursuant to subsection 1 becomes effective upon
21-25 filing with the secretary of state or upon a later date specified in the
21-26 certificate, which must not be later than 90 days after the certificate is
21-28 7. If a certificate filed pursuant to subsection 1 specifies an effective
21-29 date and if the resolution of the stockholders approving the proposed
21-30 amendment provides that the board of directors may abandon the
21-31 proposed amendment pursuant to subsection 5, the board of directors
21-32 may terminate the effectiveness of the certificate by resolution and by
21-33 filing a certificate of termination with the secretary of state that:
21-34 (a) Is filed before the effective date specified in the certificate filed
21-35 pursuant to subsection 1;
21-36 (b) Identifies the certificate being terminated;
21-37 (c) States that, pursuant to the resolution of the stockholders, the
21-38 board of directors is authorized to terminate the effectiveness of the
21-40 (d) States that the effectiveness of the certificate has been terminated;
21-41 (e) Is signed by an officer of the corporation; and
21-42 (f) Is accompanied by the fee required pursuant to NRS 78.765.
21-43 Sec. 29. NRS 78.403 is hereby amended to read as follows:
21-44 78.403 1. A corporation may restate, or amend and restate, in a
21-45 single certificate the entire text of its articles of incorporation as amended
21-46 by filing with the secretary of state a certificate signed by an officer of the
21-47 corporation and entitled “Restated Articles of Incorporation of ................,”
21-48 which must set forth the articles as amended to the date of the certificate. If
21-49 the certificate alters or amends the articles in any manner, it must comply
22-1 with the provisions of this chapter governing such amendments and must
22-2 be accompanied by:
22-3 (a) A resolution; or
22-4 (b) A form prescribed by the secretary of state,
22-5 setting forth which provisions of the articles of incorporation on file with
22-6 the secretary of state are being altered or amended.
22-7 2. If the certificate does not alter or amend the articles, it must be
22-8 signed by [the president or vice president and the secretary or assistant
22-9 secretary] an officer of the corporation and state that [they have] he has
22-10 been authorized to execute the certificate by resolution of the board of
22-11 directors adopted on the date stated, and that the certificate correctly sets
22-12 forth the text of the articles of incorporation as amended to the date of the
22-14 3. The following may be omitted from the restated articles:
22-15 (a) The names, addresses, signatures and acknowledgments of the
22-17 (b) The names and addresses of the members of the past and present
22-18 boards of directors; and
22-19 (c) The name and address of the resident agent.
22-20 4. Whenever a corporation is required to file a certified copy of its
22-21 articles, in lieu thereof it may file a certified copy of the most recent
22-22 certificate restating its articles as amended, subject to the provisions of
22-23 subsection 2, together with certified copies of all certificates of amendment
22-24 filed subsequent to the restated articles and certified copies of all
22-25 certificates supplementary to the original articles.
22-26 Sec. 30. NRS 78.565 is hereby amended to read as follows:
22-27 78.565 [Every]
22-28 1. Unless otherwise provided in the articles of incorporation, every
22-29 corporation may, by action taken at any meeting of its board of directors,
22-30 sell, lease or exchange all of its property and assets, including its good will
22-31 and its corporate franchises, upon such terms and conditions as its board of
22-32 directors may [deem expedient and for the best interests of the
22-33 corporation,] approve, when and as authorized by the affirmative vote of
22-34 stockholders holding stock in the corporation entitling them to exercise at
22-35 least a majority of the voting power given at a stockholders’ meeting called
22-36 for that purpose . [but:
22-37 1. The articles of incorporation may require the vote of a larger
22-38 proportion of the stockholders and the separate vote or consent of any class
22-39 of stockholders; and]
22-40 2. Unless otherwise provided in the articles of incorporation [provide
22-41 otherwise, no] , a vote of stockholders is not necessary [for] :
22-42 (a) For a transfer of assets by way of mortgage, or in trust or in pledge
22-43 to secure indebtedness of the corporation [.] ; or
22-44 (b) To abandon the sale, lease or exchange of assets.
22-45 Sec. 31. NRS 78.750 is hereby amended to read as follows:
22-46 78.750 1. In any action commenced against any corporation in any
22-47 court of this state, service of process may be made in the manner provided
22-48 by law and rule of court for the service of civil process.
23-1 2. Service of process on a corporation whose charter has been
23-2 revoked or which has been continued as a body corporate [under] pursuant
23-3 to NRS 78.585 may be made by mailing copies of the process and any
23-4 associated documents by certified mail, with return receipt requested, to:
23-5 (a) The resident agent of the corporation, if there is one; and
23-6 (b) Each officer and director of the corporation as named in the list last
23-7 filed with the secretary of state before the dissolution or expiration of the
23-8 corporation or the forfeiture of its charter.
23-9 The manner of serving process described in this subsection does not affect
23-10 the validity of any other service authorized by law.
23-11 Sec. 32. NRS 78.751 is hereby amended to read as follows:
23-12 78.751 1. Any discretionary indemnification [under] pursuant to
23-13 NRS 78.7502 , unless ordered by a court or advanced pursuant to
23-14 subsection 2, may be made by the corporation only as authorized in the
23-15 specific case upon a determination that indemnification of the director,
23-16 officer, employee or agent is proper in the circumstances. The
23-17 determination must be made:
23-18 (a) By the stockholders;
23-19 (b) By the board of directors by majority vote of a quorum consisting of
23-20 directors who were not parties to the action, suit or proceeding;
23-21 (c) If a majority vote of a quorum consisting of directors who were not
23-22 parties to the action, suit or proceeding so orders, by independent legal
23-23 counsel in a written opinion; or
23-24 (d) If a quorum consisting of directors who were not parties to the
23-25 action, suit or proceeding cannot be obtained, by independent legal counsel
23-26 in a written opinion.
23-27 2. The articles of incorporation, the bylaws or an agreement made by
23-28 the corporation may provide that the expenses of officers and directors
23-29 incurred in defending a civil or criminal action, suit or proceeding must be
23-30 paid by the corporation as they are incurred and in advance of the final
23-31 disposition of the action, suit or proceeding, upon receipt of an undertaking
23-32 by or on behalf of the director or officer to repay the amount if it is
23-33 ultimately determined by a court of competent jurisdiction that he is not
23-34 entitled to be indemnified by the corporation. The provisions of this
23-35 subsection do not affect any rights to advancement of expenses to which
23-36 corporate personnel other than directors or officers may be entitled under
23-37 any contract or otherwise by law.
23-38 3. The indemnification pursuant to NRS 78.7502 and advancement of
23-39 expenses authorized in or ordered by a court pursuant to this section:
23-40 (a) Does not exclude any other rights to which a person seeking
23-41 indemnification or advancement of expenses may be entitled under the
23-42 articles of incorporation or any bylaw, agreement, vote of stockholders or
23-43 disinterested directors or otherwise, for either an action in his official
23-44 capacity or an action in another capacity while holding his office, except
23-45 that indemnification, unless ordered by a court pursuant to NRS 78.7502 or
23-46 for the advancement of expenses made pursuant to subsection 2, may not
23-47 be made to or on behalf of any director or officer if a final adjudication
23-48 establishes that his acts or omissions involved intentional misconduct,
24-1 fraud or a knowing violation of the law and was material to the cause of
24-3 (b) Continues for a person who has ceased to be a director, officer,
24-4 employee or agent and inures to the benefit of the heirs, executors and
24-5 administrators of such a person.
24-6 Sec. 33. NRS 78.760 is hereby amended to read as follows:
24-7 78.760 1. The fee for filing articles of incorporation is prescribed in
24-8 the following schedule:
24-9 If the amount represented by the total number of shares provided for
24-10 in the articles [or agreement] is:
24-11 $25,000 or less.............................. $125
24-12 Over $25,000 and not over $75,000. 175
24-13 Over $75,000 and not over $200,000 225
24-14 Over $200,000 and not over $500,000 325
24-15 Over $500,000 and not over $1,000,000 425
24-16 Over $1,000,000:
24-17 For the first $1,000,000................... 425
24-18 For each additional $500,000 or fraction thereof................................................. 225
24-19 2. The maximum fee which may be charged [under] pursuant to this
24-20 section is $25,000 for:
24-21 (a) The original filing of articles of incorporation.
24-22 (b) A subsequent filing of any instrument which authorizes an increase
24-23 in stock.
24-24 3. For the purposes of computing the filing fees according to the
24-25 schedule in subsection 1, the amount represented by the total number of
24-26 shares provided for in the articles of incorporation is:
24-27 (a) The aggregate par value of the shares, if only shares with a par value
24-28 are therein provided for;
24-29 (b) The product of the number of shares multiplied by $1, regardless of
24-30 any lesser amount prescribed as the value or consideration for which shares
24-31 may be issued and disposed of, if only shares without par value are therein
24-32 provided for; or
24-33 (c) The aggregate par value of the shares with a par value plus the
24-34 product of the number of shares without par value multiplied by $1,
24-35 regardless of any lesser amount prescribed as the value or consideration for
24-36 which the shares without par value may be issued and disposed of, if shares
24-37 with and without par value are therein provided for.
24-38 For the purposes of this subsection, shares with no prescribed par value
24-39 shall be deemed shares without par value.
24-40 4. The secretary of state shall calculate filing fees pursuant to this
24-41 section with respect to shares with a par value of less than one-tenth of a
24-42 cent as if the par value were one-tenth of a cent.
24-43 Sec. 34. NRS 78.765 is hereby amended to read as follows:
24-44 78.765 1. The fee for filing a certificate changing the number of
24-45 authorized shares pursuant to NRS 78.209 or a certificate of amendment to
24-46 articles of incorporation that increases the corporation’s authorized stock or
24-47 a certificate of correction that increases the corporation’s authorized stock
24-48 is the difference between the fee computed at the rates specified in NRS
24-49 78.760 upon the total authorized stock of the corporation, including the
25-1 proposed increase, and the fee computed at the rates specified in NRS
25-2 78.760 upon the total authorized capital, excluding the proposed increase.
25-3 In no case may the amount be less than $75.
25-4 2. The fee for filing a certificate of amendment to articles of
25-5 incorporation that does not increase the corporation’s authorized stock or a
25-6 certificate of correction that does not increase the corporation’s authorized
25-7 stock is $75.
25-8 3. The fee for filing a certificate or an amended certificate pursuant to
25-9 NRS 78.1955 is $75.
25-10 4. The fee for filing a certificate of termination pursuant to NRS
25-11 78.1955, 78.209, 78.380 or 78.390 is $75.
25-12 Sec. 35. NRS 80.015 is hereby amended to read as follows:
25-13 80.015 1. For the purposes of this chapter, the following activities do
25-14 not constitute doing business in this state:
25-15 (a) Maintaining, defending or settling any proceeding;
25-16 (b) Holding meetings of the board of directors or stockholders or
25-17 carrying on other activities concerning internal corporate affairs;
25-18 (c) Maintaining accounts in banks or credit unions;
25-19 (d) Maintaining offices or agencies for the transfer, exchange and
25-20 registration of the corporation’s own securities or maintaining trustees or
25-21 depositaries with respect to those securities;
25-22 (e) Making sales through independent contractors;
25-23 (f) Soliciting or receiving orders outside of this state through or in
25-24 response to letters, circulars, catalogs or other forms of advertising,
25-25 accepting those orders outside of this state and filling them by shipping
25-26 goods into this state;
25-27 (g) Creating or acquiring indebtedness, mortgages and security interests
25-28 in real or personal property;
25-29 (h) Securing or collecting debts or enforcing mortgages and security
25-30 interests in property securing the debts;
25-31 (i) Owning, without more, real or personal property;
25-32 (j) Isolated transactions completed within 30 days and not a part of a
25-33 series of similar transactions;
25-34 (k) The production of motion pictures as defined in NRS 231.020;
25-35 (l) Transacting business as an out-of-state depository institution
25-36 pursuant to the provisions of Title 55 of NRS; and
25-37 (m) Transacting business in interstate commerce.
25-38 2. The list of activities in subsection 1 is not exhaustive.
25-39 3. A person who is not doing business in this state within the meaning
25-40 of this section need not qualify or comply with any provision of NRS
25-41 80.010 to 80.280, inclusive, chapter 645A, 645B or 645E of NRS or Title
25-42 55 or 56 of NRS unless he:
25-43 (a) Maintains an office in this state for the transaction of business; or
25-44 (b) Solicits or accepts deposits in the state, except pursuant to the
25-45 provisions of chapter 666 or 666A of NRS.
25-46 4. As used in this section and for the purposes of NRS 80.016,
25-47 “deposits” means demand deposits, savings deposits and time deposits, as
25-48 those terms are defined in chapter 657 of NRS.
26-1 Sec. 36. Chapter 86 of NRS is hereby amended by adding thereto the
26-2 provisions set forth as sections 37 to 54, inclusive, of this act.
26-3 Sec. 37. “Articles” and “articles of organization” are synonymous
26-4 terms and, unless the context otherwise requires, include certificates and
26-5 restated articles of organization filed pursuant to NRS 86.221 and
26-6 articles of merger, conversion, exchange or domestication filed pursuant
26-7 to NRS 92A.200 to 92A.240, inclusive, and sections 78 to 82, inclusive, of
26-8 this act.
26-9 Sec. 38. “Noneconomic member” means a member of a limited-
26-10 liability company who:
26-11 1. Does not own a member’s interest in the company;
26-12 2. Does not have an obligation to contribute capital to the company;
26-13 3. Does not have a right to participate in or receive distributions of
26-14 profits of the company or an obligation to contribute to the losses of the
26-15 company; and
26-16 4. May have voting rights and other rights and privileges given to
26-17 noneconomic members of the company by the articles of organization or
26-18 operating agreement.
26-19 Sec. 39. The provisions of this chapter may be amended or repealed
26-20 at the pleasure of the legislature. A limited-liability company created
26-21 pursuant to the provisions of this chapter or availing itself of any of the
26-22 provisions of this chapter and all members and managers of the limited-
26-23 liability company are bound by the amendment. An amendment or repeal
26-24 does not take away or impair any remedy against a limited-liability
26-25 company or its managers or members for a liability that has been
26-26 previously incurred. The provisions of this chapter and all amendments
26-27 thereof are a part of the articles of every limited-liability company.
26-28 Sec. 40. 1. A limited-liability company may correct a document
26-29 filed by the secretary of state if the document contains an incorrect
26-30 statement or was defectively executed, attested, sealed, verified or
26-32 2. To correct a document, the limited-liability company must:
26-33 (a) Prepare a certificate of correction that:
26-34 (1) States the name of the limited-liability company;
26-35 (2) Describes the document, including, without limitation, its filing
26-37 (3) Identifies the incorrect statement and specifies the reason it is
26-38 incorrect, or the manner in which the execution or other formal
26-39 authentication was defective;
26-40 (4) Corrects the incorrect statement or defective execution; and
26-41 (5) Is signed by a manager of the company, or if management is not
26-42 vested in a manager, by a member of the company.
26-43 (b) Deliver the certificate to the secretary of state for filing.
26-44 (c) Pay the fee required pursuant to NRS 86.561 to the secretary of
26-46 3. A certificate of correction is effective on the effective date of the
26-47 document it corrects except as to persons relying on the uncorrected
26-48 document and adversely affected by the correction. As to those persons,
26-49 the certificate is effective when filed.
27-1 Sec. 41. The articles of organization or operating agreement of a
27-2 limited-liability company may create classes of members or managers,
27-3 define their relative rights, powers and duties, and may authorize the
27-4 creation, in the manner provided in the operating agreement, of
27-5 additional classes of members or managers with the relative rights,
27-6 powers and duties as may from time to time be established, including,
27-7 without limitation, rights, powers and duties senior to existing classes of
27-8 members or managers. The articles of organization or operating
27-9 agreement may provide that any member, or class or group of members,
27-10 has voting rights that differ from other classes or groups.
27-11 Sec. 42. Upon application by or for a member, the district court may
27-12 decree dissolution of a limited-liability company whenever it is not
27-13 reasonably practicable to carry on the business of the company in
27-14 conformity with the articles of organization or operating agreement.
27-15 Sec. 43. A member who owns a member’s interest in a limited-
27-16 liability company or a noneconomic member, when permitted by the
27-17 terms of the articles of organization or operating agreement, may bring
27-18 an action in the right of a limited-liability company to recover a
27-19 judgment in its favor if managers or members with authority to do so
27-20 have refused to bring the action or if an effort to cause those managers
27-21 or members to bring the action is not likely to succeed.
27-22 Sec. 44. In a derivative action, the plaintiff must be a member who
27-23 owns a member’s interest or a noneconomic member at the time of
27-24 bringing the action and at the time of the transaction of which he
27-26 Sec. 45. In a derivative action, the complaint must set forth with
27-28 1. The effort of the plaintiff to secure initiation of the action by a
27-29 manager or member; or
27-30 2. The reasons for the plaintiff not making the effort to secure
27-31 initiation of the action by a manager or member.
27-32 Sec. 46. If a derivative action is successful, in whole or in part, or if
27-33 anything is received by the plaintiff as a result of a judgment,
27-34 compromise or settlement of an action or claim, the court may award the
27-35 plaintiff reasonable expenses, including reasonable attorney’s fees, and
27-36 shall direct him to remit to the limited-liability company the remainder of
27-37 those proceeds received by him.
27-38 Sec. 47. Subject to the constitution of this state:
27-39 1. The laws of the state, pursuant to which a foreign limited-liability
27-40 company is organized, govern its organization, internal affairs and the
27-41 liability of its managers and members; and
27-42 2. A foreign limited-liability company may not be denied registration
27-43 by reason of any difference between the laws of the state of organization
27-44 and the laws of this state.
27-45 Sec. 48. Before transacting business in this state, a foreign limited-
27-46 liability company must register with the secretary of state. In order to
27-47 register, a foreign limited-liability company must submit to the secretary
27-48 of state an application for registration as a foreign limited-liability
27-49 company, signed by a manager of the company or, if management is not
28-1 vested in a manager, a member of the company and a signed certificate
28-2 of acceptance of a resident agent. The application for registration must
28-3 set forth:
28-4 1. The name of the foreign limited-liability company and, if different,
28-5 the name under which it proposes to register and transact business in
28-6 this state;
28-7 2. The state and date of its formation;
28-8 3. The name and address of the resident agent whom the foreign
28-9 limited-liability company elects to appoint;
28-10 4. A statement that the secretary of state is appointed the agent of the
28-11 foreign limited-liability company for service of process if the authority of
28-12 the resident agent has been revoked, or if the resident agent has resigned
28-13 or cannot be found or served with the exercise of reasonable diligence;
28-14 5. The address of the office required to be maintained in the state of
28-15 its organization by the laws of that state or, if not so required, of the
28-16 principal office of the foreign limited-liability company;
28-17 6. The name and business address of each manager or, if
28-18 management is not vested in a manager, each member; and
28-19 7. The address of the office at which is kept a list of the names and
28-20 addresses of the members and their capital contributions, together with
28-21 an undertaking by the foreign limited-liability company to keep those
28-22 records until the registration in this state of the foreign limited-liability
28-23 company is canceled or withdrawn.
28-24 Sec. 49. If the secretary of state finds that an application for
28-25 registration conforms to law and all requisite fees have been paid, he
28-26 shall issue a certificate of registration to transact business in this state
28-27 and mail it to the person who filed the application or his representative.
28-28 Sec. 50. A foreign limited-liability company may register with the
28-29 secretary of state under any name, whether or not it is the name under
28-30 which it is registered in its state of organization, which contains the
28-31 words required by NRS 86.171 and which could be registered by a
28-32 domestic limited-liability company.
28-33 Sec. 51. 1. A foreign limited-liability company may cancel its
28-34 registration by filing with the secretary of state a certificate of
28-35 cancellation signed by a manager of the company or, if management is
28-36 not vested in a manager, a member of the company. The certificate,
28-37 which must be accompanied by the required fees, must set forth:
28-38 (a) The name of the foreign limited-liability company;
28-39 (b) The date upon which its certificate of registration was filed;
28-40 (c) The effective date of the cancellation if other than the date of the
28-41 filing of the certificate of cancellation; and
28-42 (d) Any other information deemed necessary by the manager of the
28-43 company or, if management is not vested in a manager, a member of the
28-45 2. A cancellation pursuant to this section does not terminate the
28-46 authority of the secretary of state to accept service of process on the
28-47 foreign limited-liability company with respect to causes of action arising
28-48 from the transaction of business in this state by the foreign limited-
28-49 liability company.
29-1 Sec. 52. 1. A foreign limited-liability company transacting
29-2 business in this state may not maintain any action, suit or proceeding in
29-3 any court of this state until it has registered in this state.
29-4 2. The failure of a foreign limited-liability company to register in this
29-5 state does not impair the validity of any contract or act of the foreign
29-6 limited-liability company, or prevent the foreign limited-liability company
29-7 from defending any action, suit or proceeding in any court of this state.
29-8 3. A foreign limited-liability company, by transacting business in this
29-9 state without registration, appoints the secretary of state as its agent for
29-10 service of process with respect to causes of action arising out of the
29-11 transaction of business in this state by the foreign limited-liability
29-13 Sec. 53. The attorney general may bring an action to restrain a
29-14 foreign limited-liability company from transacting business in this state
29-15 in violation of this section and sections 47 to 52, inclusive, of this act.
29-16 Sec. 54. The articles of organization or operating agreement of a
29-17 limited-liability company may provide for one or more noneconomic
29-18 members or classes of noneconomic members.
29-19 Sec. 55. NRS 86.011 is hereby amended to read as follows:
29-20 86.011 As used in this chapter, unless the context otherwise requires,
29-21 the words and terms defined in NRS [86.021] 86.031 to 86.128, inclusive,
29-22 and sections 37 and 38 of this act have the meanings ascribed to them in
29-23 those sections.
29-24 Sec. 56. NRS 86.081 is hereby amended to read as follows:
29-25 86.081 “Member” means the owner of [an] a member’s interest in a
29-26 limited-liability company [.] or a noneconomic member.
29-27 Sec. 57. NRS 86.201 is hereby amended to read as follows:
29-28 86.201 1. [Upon filing the articles of organization and the certificate
29-29 of acceptance of the resident agent, and the payment of filing fees, the] A
29-30 limited-liability company is considered legally organized pursuant to this
29-31 chapter [.] upon:
29-32 (a) Filing the articles of organization with the secretary of state or
29-33 upon a later date specified in the articles of organization;
29-34 (b) Filing the certificate of acceptance of the resident agent with the
29-35 secretary of state; and
29-36 (c) Paying the required filing fees to the secretary of state.
29-37 2. A limited-liability company must not transact business or incur
29-38 indebtedness, except that which is incidental to its organization or to
29-39 obtaining subscriptions for or payment of contributions, until the [secretary
29-40 of state has filed the articles of organization and the certificate of
29-41 acceptance.] company is considered legally organized pursuant to
29-42 subsection 1.
29-43 Sec. 58. NRS 86.226 is hereby amended to read as follows:
29-44 86.226 1. A signed certificate of amendment, or a certified copy of a
29-45 judicial decree of amendment, must be filed with the secretary of state. A
29-46 person who executes a certificate as an agent, officer or fiduciary of the
29-47 limited-liability company need not exhibit evidence of his authority as a
29-48 prerequisite to filing. Unless the secretary of state finds that a certificate
30-1 does not conform to law, upon his receipt of all required filing fees he shall
30-2 file the certificate.
30-3 2. [Upon the filing of a] A certificate of amendment or judicial decree
30-4 of amendment [in the office of] is effective upon filing with the secretary
30-5 of state [, the articles of organization are amended as set forth therein.] or
30-6 upon a later date specified in the certificate or judicial decree, which
30-7 must not be more than 90 days after the certificate or judicial decree is
30-9 3. If a certificate specifies an effective date and if the resolution of
30-10 the members approving the proposed amendment provides that one or
30-11 more managers, or, if management is not vested in a manager, one or
30-12 more members may abandon the proposed amendment, then those
30-13 managers or members may terminate the effectiveness of the certificate
30-14 by filing a certificate of termination with the secretary of state that:
30-15 (a) Is filed before the effective date specified in the certificate or
30-16 judicial decree filed pursuant to subsection 1;