requires two-thirds majority vote (§§ 4, 7, 8, 9, 12, 14, 16, 21-26, 32, 35, 36, 37, 40, 42, 46, 50, 51, 54, 56, 59, 63, 67, 68, 69, 73, 75, 76, 79, 81, 86, 87, 89, 91, 92, 94, 98, 99, 103, 106, 108, 112, 113, 114, 116-120, 122, 125, 132, 133, 136, 138, 143, 146, 150, 151, 153, 154, 160, 163, 165, 170, 171, 174, 176, 180, 181, 184, 185, 186, 188-195, 197, 198, 201, 203, 204, 205, 207)                             

                             

 

Senate Bill No. 6–Committee of the Whole

 

June 12, 2003

____________

 

Referred to Committee of the Whole

 

SUMMARY—Makes various changes to provisions pertaining to business. (BDR 7‑15)

 

FISCAL NOTE:                   Effect on Local Government: No.

                   Effect on the State: No.

 

~

 

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

 

AN ACT relating to business; providing for the implementation, modification and standardization of certain filing requirements for business entities; changing the exclusive remedy by which a judgment creditor of a member of a limited-liability company or a limited partnership may satisfy a judgment; increasing certain fees and establishing new fees; making various other changes to provisions pertaining to business entities; and providing other matters properly relating thereto.

 

THE PEOPLE OF THE STATE OF NEVADA, REPRESENTED IN

SENATE AND ASSEMBLY, DO ENACT AS FOLLOWS:

 

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

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

1-3  provisions of this act have not been increased for a substantial

1-4  length of time, and increasing these fees is necessary and

1-5  appropriate at this time.

1-6  2.  It is the intent of the Legislature that the fees increased

1-7  pursuant to the amendatory provisions of this act must not be

1-8  increased again for a period of at least 10 years following the

1-9  enactment of this act.

2-1  Sec. 2.  Chapter 78 of NRS is hereby amended by adding

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

2-3  1.  Each document filed with the Secretary of State pursuant

2-4  to this chapter must be on or accompanied by a form prescribed by

2-5  the Secretary of State.

2-6  2.  The Secretary of State may refuse to file a document which

2-7  does not comply with subsection 1 or which does not contain all of

2-8  the information required by statute for filing the document.

2-9  3.  If the provisions of the form prescribed by the Secretary of

2-10  State conflict with the provisions of any document that is

2-11  submitted for filing with the form:

2-12      (a) The provisions of the form control for all purposes with

2-13  respect to the information that is required by statute to appear in

2-14  the document in order for the document to be filed; and

2-15      (b) Unless otherwise provided in the document, the provisions

2-16  of the document control in every other situation.

2-17      4.  The Secretary of State may by regulation provide for the

2-18  electronic filing of documents with the Office of the Secretary of

2-19  State.

2-20      Sec. 3.  NRS 78.027 is hereby amended to read as follows:

2-21      78.027  The Secretary of State may microfilm or image any

2-22  document which is filed in his office by a corporation pursuant to

2-23  this chapter and may return the original document to the

2-24  corporation.

2-25      Sec. 4.  NRS 78.0295 is hereby amended to read as follows:

2-26      78.0295  1.  A corporation may correct a document filed by

2-27  the Secretary of State with respect to the corporation if the

2-28  document contains an inaccurate record of a corporate action

2-29  described in the document or was defectively executed, attested,

2-30  sealed, verified or acknowledged.

2-31      2.  To correct a document, the corporation [shall:] must:

2-32      (a) Prepare a certificate of correction which:

2-33          (1) States the name of the corporation;

2-34          (2) Describes the document, including, without limitation, its

2-35  filing date;

2-36          (3) Specifies the inaccuracy or defect;

2-37          (4) Sets forth the inaccurate or defective portion of the

2-38  document in an accurate or corrected form; and

2-39          (5) Is signed by an officer of the corporation[.] or, if no

2-40  stock has been issued by the corporation, by the incorporator or a

2-41  director of the corporation.

2-42      (b) Deliver the certificate to the Secretary of State for filing.

2-43      (c) Pay a filing fee of [$150] $175 to the Secretary of State.

2-44      3.  A certificate of correction is effective on the effective date

2-45  of the document it corrects except as to persons relying on the

3-1  uncorrected document and adversely affected by the correction. As

3-2  to those persons, the certificate is effective when filed.

3-3  Sec. 5.  NRS 78.035 is hereby amended to read as follows:

3-4  78.035  The articles of incorporation must set forth:

3-5  1.  The name of the corporation. A name appearing to be that of

3-6  a natural person and containing a given name or initials must not be

3-7  used as a corporate name except with an additional word or words

3-8  such as “Incorporated,” “Limited,” “Inc.,” “Ltd.,” “Company,”

3-9  “Co.,” “Corporation,” “Corp.,” or other word which identifies it as

3-10  not being a natural person.

3-11      2.  The name of the person designated as the corporation’s

3-12  resident agent, the street address of the resident agent where process

3-13  may be served upon the corporation, and the mailing address of the

3-14  resident agent if different from the street address.

3-15      3.  The number of shares the corporation is authorized to issue

3-16  and, if more than one class or series of stock is authorized, the

3-17  classes, the series and the number of shares of each class or series

3-18  which the corporation is authorized to issue, unless the articles

3-19  authorize the board of directors to fix and determine in a resolution

3-20  the classes, series and numbers of each class or series as provided in

3-21  NRS 78.195 and 78.196.

3-22      4.  The [number,] names and [post office box or street]

3-23  addresses, either residence or business, of the first board of directors

3-24  or trustees, together with any desired provisions relative to the right

3-25  to change the number of directors as provided in NRS 78.115.

3-26      5.  The name and [post office box or street] address, either

3-27  residence or business , of each of the incorporators executing the

3-28  articles of incorporation.

3-29      Sec. 6.  NRS 78.045 is hereby amended to read as follows:

3-30      78.045  1.  The Secretary of State shall not accept for filing

3-31  any articles of incorporation or any certificate of amendment of

3-32  articles of incorporation of any corporation formed pursuant to the

3-33  laws of this state which provides that the name of the corporation

3-34  contains the word “bank” or “trust,” unless:

3-35      (a) It appears from the articles or the certificate of amendment

3-36  that the corporation proposes to carry on business as a banking or

3-37  trust company, exclusively or in connection with its business as a

3-38  bank , [or] savings and loan association[;] or thrift company; and

3-39      (b) The articles or certificate of amendment is first approved by

3-40  the Commissioner of Financial Institutions.

3-41      2.  The Secretary of State shall not accept for filing any articles

3-42  of incorporation or any certificate of amendment of articles of

3-43  incorporation of any corporation formed pursuant to the provisions

3-44  of this chapter if it appears from the articles or the certificate of

3-45  amendment that the business to be carried on by the corporation is

4-1  subject to supervision by the Commissioner of Insurance or by the

4-2  Commissioner of Financial Institutions, unless the articles or

4-3  certificate of amendment is approved by the Commissioner who will

4-4  supervise the business of the corporation.

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

4-6  Secretary of State shall not accept for filing any articles of

4-7  incorporation or any certificate [or] of amendment of articles of

4-8  incorporation of any corporation formed pursuant to the laws of this

4-9  state if the name of the corporation contains the words “engineer,”

4-10  “engineered,” “engineering,” “professional engineer,” “registered

4-11  engineer” or “licensed engineer” unless:

4-12      (a) The State Board of Professional Engineers and Land

4-13  Surveyors certifies that the principals of the corporation are licensed

4-14  to practice engineering pursuant to the laws of this state; or

4-15      (b) The State Board of Professional Engineers and Land

4-16  Surveyors certifies that the corporation is exempt from the

4-17  prohibitions of NRS 625.520.

4-18      4.  The Secretary of State shall not accept for filing any articles

4-19  of incorporation or any certificate of amendment of articles of

4-20  incorporation of any corporation formed pursuant to the laws of this

4-21  state which provides that the name of the corporation contains the

4-22  [words] word “accountant,” “accounting,” “accountancy,” “auditor”

4-23  or “auditing” unless the Nevada State Board of Accountancy

4-24  certifies that the corporation:

4-25      (a) Is registered pursuant to the provisions of chapter 628 of

4-26  NRS; or

4-27      (b) Has filed with the Nevada State Board of Accountancy

4-28  under penalty of perjury a written statement that the corporation is

4-29  not engaged in the practice of accounting and is not offering to

4-30  practice accounting in this state.

4-31      5.  The Secretary of State shall not accept for filing any

4-32  articles of incorporation or any certificate of amendment of

4-33  articles of incorporation of any corporation formed or existing

4-34  pursuant to the laws of this state which provides that the name of

4-35  the corporation contains the words “unit-owners’ association” or

4-36  “homeowners’ association” or if it appears in the articles of

4-37  incorporation or certificate of amendment that the purpose of the

4-38  corporation is to operate as a unit-owners’ association pursuant to

4-39  chapter 116 of NRS unless the Administrator of the Real Estate

4-40  Division of the Department of Business and Industry certifies that

4-41  the corporation has:

4-42      (a) Registered with the Ombudsman for Owners in Common-

4-43  Interest Communities pursuant to NRS 116.31158; and

4-44      (b) Paid to the Administrator of the Real Estate Division the

4-45  fees required pursuant to NRS 116.31155.

5-1  6.  The provisions of subsection 3 do not apply to any

5-2  corporation, whose securities are publicly traded and regulated by

5-3  the Securities Exchange Act of 1934, which does not engage in the

5-4  practice of professional engineering.

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

5-6  Commissioner of Insurance may approve or disapprove the articles

5-7  or amendments referred to them pursuant to the provisions of this

5-8  section.

5-9  Sec. 7.  NRS 78.097 is hereby amended to read as follows:

5-10      78.097  1.  A resident agent who desires to resign shall file

5-11  with the Secretary of State a signed statement , on a form provided

5-12  by the Secretary of State, for each [corporation] artificial person

5-13  formed, organized, registered or qualified pursuant to the

5-14  provisions of this title that he is unwilling to continue to act as the

5-15  resident agent of the [corporation] artificial person for the service

5-16  of process. The fee for filing a statement of resignation is $100 for

5-17  the first artificial person that the resident agent is unwilling to

5-18  continue to act as the agent of and $1 for each additional artificial

5-19  person listed on the statement of resignation. A resignation is not

5-20  effective until the signed statement is filed with the Secretary of

5-21  State.

5-22      2.  The statement of resignation may contain a statement of the

5-23  affected corporation appointing a successor resident agent for that

5-24  corporation. A certificate of acceptance executed by the new

5-25  resident agent, stating the full name, complete street address and, if

5-26  different from the street address, mailing address of the new resident

5-27  agent, must accompany the statement appointing a successor

5-28  resident agent.

5-29      3.  Upon the filing of the statement of resignation with the

5-30  Secretary of State the capacity of the resigning person as resident

5-31  agent terminates. If the statement of resignation contains no

5-32  statement by the corporation appointing a successor resident agent,

5-33  the resigning resident agent shall immediately give written notice,

5-34  by mail, to the corporation of the filing of the statement and its

5-35  effect. The notice must be addressed to any officer of the

5-36  corporation other than the resident agent.

5-37      4.  If a resident agent dies, resigns or removes from the State,

5-38  the corporation, within 30 days thereafter, shall file with the

5-39  Secretary of State a certificate of acceptance executed by the new

5-40  resident agent. The certificate must set forth the full name and

5-41  complete street address of the new resident agent for the service of

5-42  process, and may have a separate mailing address, such as a post

5-43  office box, which may be different from the street address.

5-44      5.  A corporation that fails to file a certificate of acceptance

5-45  executed by the new resident agent within 30 days after the death,

6-1  resignation or removal of its former resident agent shall be deemed

6-2  in default and is subject to the provisions of NRS 78.170 and

6-3  78.175.

6-4  Sec. 8.  NRS 78.110 is hereby amended to read as follows:

6-5  78.110  1.  If a corporation created pursuant to this chapter

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

6-7  filing with the Secretary of State a certificate of change of resident

6-8  agent signed by an officer of the corporation which sets forth:

6-9  (a) The name of the corporation;

6-10      (b) The name and street address of its present resident agent; and

6-11      (c) The name and street address of the new resident agent.

6-12      2.  The new resident agent’s certificate of acceptance must be a

6-13  part of or attached to the certificate of change [.] of resident agent.

6-14      3.  If the name of a resident agent is changed as a result of a

6-15  merger, conversion, exchange, sale, reorganization or

6-16  amendment, the resident agent shall:

6-17      (a) File with the Secretary of State a certificate of name

6-18  change of resident agent that includes:

6-19          (1) The current name of the resident agent as filed with the

6-20  Secretary of State;

6-21          (2) The new name of the resident agent; and

6-22          (3) The name and file number of each artificial person

6-23  formed, organized, registered or qualified pursuant to the

6-24  provisions of this title that the resident agent represents; and

6-25      (b) Pay to the Secretary of State a filing fee of $100.

6-26      4.  A change authorized by this section becomes effective upon

6-27  the filing of the proper certificate of change.

6-28      Sec. 9.  NRS 78.150 is hereby amended to read as follows:

6-29      78.150  1.  A corporation organized pursuant to the laws of

6-30  this state shall, on or before the [first] last day of the [second] first

6-31  month after the filing of its articles of incorporation with the

6-32  Secretary of State, file with the Secretary of State a list, on a form

6-33  furnished by him, containing:

6-34      (a) The name of the corporation;

6-35      (b) The file number of the corporation, if known;

6-36      (c) The names and titles of the president, secretary[,] and

6-37  treasurer , or the equivalent thereof, and of all the directors of the

6-38  corporation;

6-39      (d) The [mailing or street] address, either residence or business,

6-40  of each officer and director listed, following the name of the officer

6-41  or director;

6-42      (e) The name and [street] address of the lawfully designated

6-43  resident agent of the corporation; and

6-44      (f) The signature of an officer of the corporation certifying that

6-45  the list is true, complete and accurate.

7-1  2.  The corporation shall annually thereafter, on or before the

7-2  last day of the month in which the anniversary date of incorporation

7-3  occurs in each year, file with the Secretary of State, on a form

7-4  furnished by him, an annual list containing all of the information

7-5  required in subsection 1.

7-6  3.  Each list required by subsection 1 or 2 must be accompanied

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

7-8  (a) Has complied with the provisions of chapter 364A of NRS

7-9  [.] ; and

7-10      (b) Acknowledges that pursuant to NRS 239.330, it is a

7-11  category C felony to knowingly offer any false or forged

7-12  instrument for filing with the Office of the Secretary of State.

7-13      4.  Upon filing the list required by:

7-14      (a) Subsection 1, the corporation shall pay to the Secretary of

7-15  State a fee of [$165.] $125.

7-16      (b) Subsection 2, the corporation shall pay to the Secretary of

7-17  State [a fee of $85.] , if the amount represented by the total

7-18  number of shares provided for in the articles is:

 

7-19  $75,000 or less    $125

7-20  Over $75,000 and not over $200,000    175

7-21  Over $200,000 and not over $500,000    275

7-22  Over $500,000 and not over $1,000,000    375

7-23  Over $1,000,000:

7-24  For the first $1,000,000    375

7-25  For each additional $500,000 or fraction thereof   275

7-26  The maximum fee which may be charged pursuant to paragraph

7-27  (b) for filing the annual list is $11,100.

 

7-28      5.  If a director or officer of a corporation resigns and the

7-29  resignation is not made in conjunction with the filing of an

7-30  annual or amended list of directors and officers, the corporation

7-31  shall pay to the Secretary of State a fee of $75 to file the

7-32  resignation of the director or officer.

7-33      6.  The Secretary of State shall, 60 days before the last day for

7-34  filing each annual list required by subsection 2, cause to be mailed

7-35  to each corporation which is required to comply with the provisions

7-36  of NRS 78.150 to 78.185, inclusive, and which has not become

7-37  delinquent, a notice of the fee due pursuant to subsection 4 and a

7-38  reminder to file the annual list required by subsection 2. Failure of

7-39  any corporation to receive a notice or form does not excuse it from

7-40  the penalty imposed by law.

7-41      [6.] 7. If the list to be filed pursuant to the provisions of

7-42  subsection 1 or 2 is defective in any respect or the fee required by

8-1  subsection 4 [or 8]is not paid, the Secretary of State may return the

8-2  list for correction or payment.

8-3  [7.] 8. An annual list for a corporation not in default which is

8-4  received by the Secretary of State more than [60] 90 days before its

8-5  due date shall be deemed an amended list for the previous year and

8-6  must be accompanied by [a fee of $85] the appropriate fee as

8-7  provided in subsection 4 for filing. A payment submitted pursuant

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

8-9  for the year to which the due date is applicable.

8-10      [8.  If the corporation is an association as defined in NRS

8-11  116.110315, the Secretary of State shall not accept the filing

8-12  required by this section unless it is accompanied by evidence of the

8-13  payment of the fee required to be paid pursuant to NRS 116.31155

8-14  that is provided to the association pursuant to subsection 4 of that

8-15  section.]

8-16      Sec. 10.  NRS 78.155 is hereby amended to read as follows:

8-17      78.155  If a corporation has filed the initial or annual list in

8-18  compliance with NRS 78.150 and has paid the appropriate fee for

8-19  the filing, the cancelled check or other proof of payment received

8-20  by the corporation constitutes a certificate authorizing it to transact

8-21  its business within this state until the last day of the month in which

8-22  the anniversary of its incorporation occurs in the next succeeding

8-23  calendar year. [If the corporation desires a formal certificate upon its

8-24  payment of the initial or annual fee, its payment must be

8-25  accompanied by a self-addressed, stamped envelope.]

8-26      Sec. 11.  NRS 78.165 is hereby amended to read as follows:

8-27      78.165  1.  [Every] Each list required to be filed under the

8-28  provisions of NRS 78.150 to 78.185, inclusive, must, after the name

8-29  of each officer and director listed thereon, set forth the [post office

8-30  box or street] address, either residence or business, of each officer

8-31  and director.

8-32      2.  If the addresses are not stated for each person on any list

8-33  offered for filing, the Secretary of State may refuse to file the list,

8-34  and the corporation for which the list has been offered for filing is

8-35  subject to all the provisions of NRS 78.150 to 78.185, inclusive,

8-36  relating to failure to file the list within or at the times therein

8-37  specified, unless a list is subsequently submitted for filing which

8-38  conforms to the provisions of NRS 78.150 to 78.185, inclusive.

8-39      Sec. 12.  NRS 78.170 is hereby amended to read as follows:

8-40      78.170  1.  Each corporation required to make a filing and pay

8-41  the fee prescribed in NRS 78.150 to 78.185, inclusive, which refuses

8-42  or neglects to do so within the time provided shall be deemed in

8-43  default.

8-44      2.  Upon notification from the Administrator of the Real

8-45  Estate Division of the Department of Business and Industry that a

9-1  corporation which is a unit-owners’ association as defined in NRS

9-2  116.110315 has failed to register pursuant to NRS 116.31158 or

9-3  failed to pay the fees pursuant to NRS 116.31155, the Secretary of

9-4  State shall deem the corporation to be in default. If, after the

9-5  corporation is deemed to be in default, the Administrator notifies

9-6  the Secretary of State that the corporation has registered pursuant

9-7  to NRS 116.31158 and paid the fees pursuant to NRS 116.31155,

9-8  the Secretary of State shall reinstate the corporation if the

9-9  corporation complies with the requirements for reinstatement as

9-10  provided in this section and NRS 78.180 and 78.185.

9-11      3.  For default there must be added to the amount of the fee a

9-12  penalty of [$50.] $75. The fee and penalty must be collected as

9-13  provided in this chapter.

9-14      Sec. 13.  NRS 78.175 is hereby amended to read as follows:

9-15      78.175  1.  The Secretary of State shall notify, by [letter

9-16  addressed] providing written notice to its resident agent, each

9-17  corporation deemed in default pursuant to NRS 78.170. The written

9-18  notice [must be accompanied by] :

9-19      (a) Must include a statement indicating the amount of the filing

9-20  fee, penalties incurred and costs remaining unpaid.

9-21      (b) At the request of the resident agent, may be provided

9-22  electronically.

9-23      2.  On the first day of the first anniversary of the month

9-24  following the month in which the filing was required, the charter of

9-25  the corporation is revoked and its right to transact business is

9-26  forfeited.

9-27      3.  The Secretary of State shall compile a complete list

9-28  containing the names of all corporations whose right to [do]

9-29  transact business has been forfeited.

9-30      4.  The Secretary of State shall forthwith notify, by [letter

9-31  addressed] providing written notice to its resident agent, each [such]

9-32  corporation specified in subsection 3 of the forfeiture of its charter.

9-33  The written notice [must be accompanied by] :

9-34      (a) Must include a statement indicating the amount of the filing

9-35  fee, penalties incurred and costs remaining unpaid.

9-36      [4.] (b) At the request of the resident agent, may be provided

9-37  electronically.

9-38      5. If the charter of a corporation is revoked and the right to

9-39  transact business is forfeited as provided in subsection 2, all [of] the

9-40  property and assets of the defaulting domestic corporation must be

9-41  held in trust by the directors of the corporation as for insolvent

9-42  corporations, and the same proceedings may be had with respect

9-43  thereto as are applicable to insolvent corporations. Any person

9-44  interested may institute proceedings at any time after a forfeiture has

9-45  been declared, but , if the Secretary of State reinstates the charter ,

10-1  the proceedings must at once be dismissed and all property restored

10-2  to the officers of the corporation.

10-3      [5.] 6. Where the assets are distributed , they must be applied

10-4  in the following manner:

10-5      (a) To the payment of the filing fee, penalties incurred and costs

10-6  due [to] the State;

10-7      (b) To the payment of the creditors of the corporation; and

10-8      (c) Any balance remaining , to distribution among the

10-9  stockholders.

10-10     Sec. 14.  NRS 78.180 is hereby amended to read as follows:

10-11      78.180  1.  Except as otherwise provided in subsections 3 and

10-12  4, the Secretary of State shall reinstate a corporation which has

10-13  forfeited or which forfeits its right to transact business pursuant to

10-14  the provisions of this chapter and shall restore to the corporation its

10-15  right to carry on business in this state, and to exercise its corporate

10-16  privileges and immunities, if it:

10-17     (a) Files with the Secretary of State [the] :

10-18         (1) The list required by NRS 78.150;

10-19         (2) The statement required by section 1 of Senate Bill No.

10-20  124 of this session, if applicable; and

10-21         (3) A certificate of acceptance of appointment signed by its

10-22  resident agent; and

10-23     (b) Pays to the Secretary of State:

10-24         (1) The filing fee and penalty set forth in NRS 78.150 and

10-25  78.170 for each year or portion thereof during which it failed to file

10-26  each required annual list in a timely manner; [and]

10-27         (2) The fee set forth in section 1 of Senate Bill No. 124 of

10-28  this session, if applicable; and

10-29         (3) A fee of [$200] $300 for reinstatement.

10-30     2.  When the Secretary of State reinstates the corporation, he

10-31  shall[:

10-32     (a) Immediately issue and deliver to the corporation a certificate

10-33  of reinstatement authorizing it to transact business as if the filing fee

10-34  or fees had been paid when due; and

10-35     (b) Upon demand,] issue to the corporation [one or more

10-36  certified copies of the] a certificate of reinstatement[.] if the

10-37  corporation:

10-38     (a) Requests a certificate of reinstatement; and

10-39     (b) Pays the required fees pursuant to subsection 8 of

10-40  NRS 78.785.

10-41     3.  The Secretary of State shall not order a reinstatement unless

10-42  all delinquent fees and penalties have been paid, and the revocation

10-43  of the charter occurred only by reason of failure to pay the fees and

10-44  penalties.

11-1      4.  If a corporate charter has been revoked pursuant to the

11-2  provisions of this chapter and has remained revoked for a period of

11-3  5 consecutive years, the charter must not be reinstated.

11-4      Sec. 15.  NRS 78.185 is hereby amended to read as follows:

11-5      78.185  1.  Except as otherwise provided in subsection 2, if a

11-6  corporation applies to reinstate or revive its charter but its name has

11-7  been legally reserved or acquired by another artificial person

11-8  formed, organized, registered or qualified pursuant to the provisions

11-9  of this title whose name is on file with the Office of the Secretary of

11-10  State or reserved in the Office of the Secretary of State pursuant to

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

11-12  reinstatement submit in writing to the Secretary of State some other

11-13  name under which it desires its corporate existence to be reinstated

11-14  or revived. If that name is distinguishable from all other names

11-15  reserved or otherwise on file, the Secretary of State shall [issue to

11-16  the applying corporation a certificate of reinstatement or revival]

11-17  reinstate the corporation under that new name.

11-18     2.  If the applying corporation submits the written,

11-19  acknowledged consent of the artificial person having a name, or the

11-20  person who has reserved a name, which is not distinguishable from

11-21  the old name of the applying corporation or a new name it has

11-22  submitted, it may be reinstated or revived under that name.

11-23     3.  For the purposes of this section, a proposed name is not

11-24  distinguishable from a name on file or reserved name solely because

11-25  one or the other contains distinctive lettering, a distinctive mark, a

11-26  trademark or a trade name, or any combination of these.

11-27     4.  The Secretary of State may adopt regulations that interpret

11-28  the requirements of this section.

11-29     Sec. 16.  NRS 78.390 is hereby amended to read as follows:

11-30      78.390  1.  Every amendment adopted pursuant to the

11-31  provisions of NRS 78.385 must be made in the following manner:

11-32     (a) The board of directors must adopt a resolution setting forth

11-33  the amendment proposed and declaring its advisability, and either

11-34  call a special meeting of the stockholders entitled to vote on the

11-35  amendment or direct that the proposed amendment be considered at

11-36  the next annual meeting of the stockholders entitled to vote on the

11-37  amendment.

11-38     (b) At the meeting, of which notice must be given to each

11-39  stockholder entitled to vote pursuant to the provisions of this

11-40  section, a vote of the stockholders entitled to vote in person or by

11-41  proxy must be taken for and against the proposed amendment. If it

11-42  appears upon the canvassing of the votes that stockholders holding

11-43  shares in the corporation entitling them to exercise at least a

11-44  majority of the voting power, or such greater proportion of the

11-45  voting power as may be required in the case of a vote by classes or

12-1  series, as provided in subsections 2 and 4, or as may be required by

12-2  the provisions of the articles of incorporation, have voted in favor of

12-3  the amendment, an officer of the corporation shall sign a certificate

12-4  setting forth the amendment, or setting forth the articles of

12-5  incorporation as amended, and the vote by which the amendment

12-6  was adopted.

12-7      (c) The certificate so signed must be filed with the Secretary of

12-8  State.

12-9      2.  If any proposed amendment would adversely alter or change

12-10  any preference or any relative or other right given to any class or

12-11  series of outstanding shares, then the amendment must be approved

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

12-13  the holders of shares representing a majority of the voting power of

12-14  each class or series adversely affected by the amendment regardless

12-15  of limitations or restrictions on the voting power thereof.

12-16     3.  Provision may be made in the articles of incorporation

12-17  requiring, in the case of any specified amendments, a larger

12-18  proportion of the voting power of stockholders than that required by

12-19  this section.

12-20     4.  Different series of the same class of shares do not constitute

12-21  different classes of shares for the purpose of voting by classes

12-22  except when the series is adversely affected by an amendment in a

12-23  different manner than other series of the same class.

12-24     5.  The resolution of the stockholders approving the proposed

12-25  amendment may provide that at any time before the effective date of

12-26  the amendment, notwithstanding approval of the proposed

12-27  amendment by the stockholders, the board of directors may, by

12-28  resolution, abandon the proposed amendment without further action

12-29  by the stockholders.

12-30     6.  A certificate filed pursuant to subsection 1 becomes

12-31  effective upon filing with the Secretary of State or upon a later date

12-32  specified in the certificate, which must not be later than 90 days

12-33  after the certificate is filed.

12-34     7.  If a certificate filed pursuant to subsection 1 specifies an

12-35  effective date and if the resolution of the stockholders approving the

12-36  proposed amendment provides that the board of directors may

12-37  abandon the proposed amendment pursuant to subsection 5, the

12-38  board of directors may terminate the effectiveness of the certificate

12-39  by resolution and by filing a certificate of termination with the

12-40  Secretary of State that:

12-41     (a) Is filed before the effective date specified in the certificate

12-42  filed pursuant to subsection 1;

12-43     (b) Identifies the certificate being terminated;

13-1      (c) States that, pursuant to the resolution of the stockholders, the

13-2  board of directors is authorized to terminate the effectiveness of the

13-3  certificate;

13-4      (d) States that the effectiveness of the certificate has been

13-5  terminated;

13-6      (e) Is signed by an officer of the corporation; and

13-7      (f) Is accompanied by a filing fee of [$150.] $175.

13-8      Sec. 17.  NRS 78.403 is hereby amended to read as follows:

13-9      78.403  1.  A corporation may restate, or amend and restate, in

13-10  a single certificate the entire text of its articles of incorporation as

13-11  amended by filing with the Secretary of State a certificate [signed by

13-12  an officer of the corporation which must set forth the articles as

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

13-14  this section. If the certificate alters or amends the articles in any

13-15  manner, it must comply with the provisions of NRS 78.380, 78.385

13-16  and 78.390, as applicable . [, and must be accompanied by:

13-17     (a) A resolution; or

13-18     (b) A form prescribed by the Secretary of State,

13-19  setting forth which provisions of the articles of incorporation on file

13-20  with the Secretary of State are being altered or amended.]

13-21     2.  If the certificate does not alter or amend the articles, it must

13-22  be signed by an officer of the corporation and state that he has been

13-23  authorized to execute the certificate by resolution of the board of

13-24  directors adopted on the date stated, and that the certificate correctly

13-25  sets forth the text of the articles of incorporation as amended to the

13-26  date of the certificate.

13-27     3.  The following may be omitted from the restated articles:

13-28     (a) The names, addresses, signatures and acknowledgments of

13-29  the incorporators;

13-30     (b) The names and addresses of the members of the past and

13-31  present boards of directors; and

13-32     (c) The name and address of the resident agent.

13-33     4.  Whenever a corporation is required to file a certified copy of

13-34  its articles, in lieu thereof it may file a certified copy of the most

13-35  recent certificate restating its articles as amended, subject to the

13-36  provisions of subsection 2, together with certified copies of all

13-37  certificates of amendment filed subsequent to the restated articles

13-38  and certified copies of all certificates supplementary to the original

13-39  articles.

13-40     Sec. 18.  NRS 78.580 is hereby amended to read as follows:

13-41      78.580  1.  If the board of directors of any corporation

13-42  organized under this chapter, after the issuance of stock or the

13-43  beginning of business, decides that the corporation should be

13-44  dissolved, the board may adopt a resolution to that effect. If the

13-45  corporation has issued no stock, only the directors need to approve

14-1  the dissolution. If the corporation has issued stock, the directors

14-2  must recommend the dissolution to the stockholders. The

14-3  corporation shall notify each stockholder entitled to vote on

14-4  dissolution , and the stockholders entitled to vote must approve the

14-5  dissolution.

14-6      2.  If the dissolution is approved by the directors or both the

14-7  directors and stockholders, as respectively provided in subsection 1,

14-8  the corporation shall file with the Office of the Secretary of State a

14-9  certificate signed by an officer of the corporation setting forth that

14-10  the dissolution has been approved by the directors, or by the

14-11  directors and the stockholders, and a list of the names and [post

14-12  office box or street] addresses, either residence or business, of the

14-13  corporation’s president, secretary and treasurer , or the equivalent

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

14-15  vice president, and the secretary, or an assistant secretary, in the

14-16  Office of the Secretary of State.]

14-17     Sec. 19.  NRS 78.622 is hereby amended to read as follows:

14-18      78.622  1.  If a corporation is under reorganization in a federal

14-19  court pursuant to Title 11 of U.S.C., it may take any action

14-20  necessary to carry out any proceeding and do any act directed by the

14-21  court relating to reorganization, without further action by its

14-22  directors or stockholders. This authority may be exercised by:

14-23     (a) The trustee in bankruptcy appointed by the court;

14-24     (b) Officers of the corporation designated by the court; or

14-25     (c) Any other representative appointed by the court,

14-26  with the same effect as if exercised by the directors and stockholders

14-27  of the corporation.

14-28     2.  By filing a confirmed plan or order of reorganization,

14-29  certified by the bankruptcy court, with the Secretary of State, the

14-30  corporation may:

14-31     (a) Alter, amend or repeal its bylaws;

14-32     (b) Constitute or reconstitute and classify or reclassify its board

14-33  of directors;

14-34     (c) Name, constitute or appoint directors and officers in place of

14-35  or in addition to all or some of the directors or officers then in

14-36  office;

14-37     (d) Amend its articles of incorporation;

14-38     (e) Make any change in its authorized and issued stock;

14-39     (f) Make any other amendment, change, alteration or provision

14-40  authorized by this chapter; and

14-41     (g) Be dissolved, transfer all or part of its assets , or merge or

14-42  consolidate , or make any other change authorized by this chapter.

14-43     3.  In any action taken pursuant to subsections 1 and 2, a

14-44  stockholder has no right to demand payment for his stock.

15-1      4.  Any amendment of the articles of incorporation made

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

15-3  the person authorized by the court and filed with the Secretary of

15-4  State. If the amendment is filed in accordance with the order of

15-5  reorganization, it becomes effective when it is filed unless otherwise

15-6  ordered by the court.

15-7      5.  Any filing with the Secretary of State pursuant to this

15-8  section must be accompanied by the appropriate fee, if any.

15-9      Sec. 20.  NRS 78.730 is hereby amended to read as follows:

15-10      78.730  1.  Any corporation which did exist or is existing

15-11  under the laws of this state may, upon complying with the

15-12  provisions of NRS 78.180, procure a renewal or revival of its charter

15-13  for any period, together with all the rights, franchises, privileges and

15-14  immunities, and subject to all its existing and preexisting debts,

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

15-16  amendments thereto, or existing charter, by filing:

15-17     (a) A certificate with the Secretary of State, which must set

15-18  forth:

15-19         (1) The name of the corporation, which must be the name of

15-20  the corporation at the time of the renewal or revival, or its name at

15-21  the time its original charter expired.

15-22         (2) The name of the person designated as the resident agent

15-23  of the corporation, his street address for the service of process, and

15-24  his mailing address if different from his street address.

15-25         (3) The date when the renewal or revival of the charter is to

15-26  commence or be effective, which may be, in cases of a revival,

15-27  before the date of the certificate.

15-28         (4) Whether or not the renewal or revival is to be perpetual,

15-29  and, if not perpetual, the time for which the renewal or revival is to

15-30  continue.

15-31         (5) That the corporation desiring to renew or revive its

15-32  charter is, or has been, organized and carrying on the business

15-33  authorized by its existing or original charter and amendments

15-34  thereto, and desires to renew or continue through revival its

15-35  existence pursuant to and subject to the provisions of this chapter.

15-36     (b) A list of its president, secretary and treasurer , or the

15-37  equivalent thereof, and all of its directors and their [post office box

15-38  or street] addresses, either residence or business.

15-39     2.  A corporation whose charter has not expired and is being

15-40  renewed shall cause the certificate to be signed by its president or

15-41  vice president and secretary or assistant secretary. The certificate

15-42  must be approved by a majority of the voting power of the shares.

15-43     3.  A corporation seeking to revive its original or amended

15-44  charter shall cause the certificate to be signed by a person or persons

15-45  designated or appointed by the stockholders of the corporation. The

16-1  execution and filing of the certificate must be approved by the

16-2  written consent of stockholders of the corporation holding at least a

16-3  majority of the voting power and must contain a recital that this

16-4  consent was secured. If no stock has been issued, the certificate

16-5  must contain a statement of that fact, and a majority of the directors

16-6  then in office may designate the person to sign the certificate. The

16-7  corporation shall pay to the Secretary of State the fee required to

16-8  establish a new corporation pursuant to the provisions of this

16-9  chapter.

16-10     4.  The filed certificate, or a copy thereof which has been

16-11  certified under the hand and seal of the Secretary of State, must be

16-12  received in all courts and places as prima facie evidence of the facts

16-13  therein stated and of the existence and incorporation of the

16-14  corporation therein named.

16-15     Sec. 21.  NRS 78.760 is hereby amended to read as follows:

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

16-17  prescribed in the following schedule:

 

16-18  If the amount represented by the total number of

16-19  shares provided for in the articles is:

16-20  $75,000 or less[$175] $75

16-21  Over $75,000 and not over $200,000[225] 175

16-22  Over $200,000 and not over $500,000[325] 275

16-23  Over $500,000 and not over $1,000,000[425] 375

16-24  Over $1,000,000:

16-25  For the first $1,000,000[425] 375

16-26  For each additional $500,000 or fraction

16-27  thereof[225] 275

 

16-28     2.  The maximum fee which may be charged pursuant to this

16-29  section is [$25,000] $35,000 for:

16-30     (a) The original filing of articles of incorporation.

16-31     (b) A subsequent filing of any instrument which authorizes an

16-32  increase in stock.

16-33     3.  For the purposes of computing the filing fees according to

16-34  the schedule in subsection 1, the amount represented by the total

16-35  number of shares provided for in the articles of incorporation is:

16-36     (a) The aggregate par value of the shares, if only shares with a

16-37  par value are therein provided for;

16-38     (b) The product of the number of shares multiplied by $1,

16-39  regardless of any lesser amount prescribed as the value or

16-40  consideration for which shares may be issued and disposed of, if

16-41  only shares without par value are therein provided for; or

16-42     (c) The aggregate par value of the shares with a par value plus

16-43  the product of the number of shares without par value multiplied by

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

17-2  consideration for which the shares without par value may be issued

17-3  and disposed of, if shares with and without par value are therein

17-4  provided for.

17-5  For the purposes of this subsection, shares with no prescribed par

17-6  value shall be deemed shares without par value.

17-7      4.  The Secretary of State shall calculate filing fees pursuant to

17-8  this section with respect to shares with a par value of less than one-

17-9  tenth of a cent as if the par value were one-tenth of a cent.

17-10     Sec. 22.  NRS 78.765 is hereby amended to read as follows:

17-11      78.765  1.  The fee for filing a certificate changing the number

17-12  of authorized shares pursuant to NRS 78.209 or a certificate of

17-13  amendment to articles of incorporation that increases the

17-14  corporation’s authorized stock or a certificate of correction that

17-15  increases the corporation’s authorized stock is the difference

17-16  between the fee computed at the rates specified in NRS 78.760 upon

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

17-18  increase, and the fee computed at the rates specified in NRS 78.760

17-19  upon the total authorized capital, excluding the proposed increase.

17-20  In no case may the amount be less than [$150.] $175.

17-21     2.  The fee for filing a certificate of amendment to articles of

17-22  incorporation that does not increase the corporation’s authorized

17-23  stock or a certificate of correction that does not increase the

17-24  corporation’s authorized stock is [$150.] $175.

17-25     3.  The fee for filing a certificate or an amended certificate

17-26  pursuant to NRS 78.1955 is [$150.] $175.

17-27     4.  The fee for filing a certificate of termination pursuant to

17-28  NRS [78.1955, 78.209 or] 78.209, 78.380 or 78.390 or a certificate

17-29  of withdrawal pursuant to NRS 78.1955 is [$150.] $175.

17-30     Sec. 23.  NRS 78.767 is hereby amended to read as follows:

17-31      78.767  1.  The fee for filing a certificate of restated articles of

17-32  incorporation that does not increase the corporation’s authorized

17-33  stock is [$150.] $175.

17-34     2.  The fee for filing a certificate of restated articles of

17-35  incorporation that increases the corporation’s authorized stock is the

17-36  difference between the fee computed pursuant to NRS 78.760 based

17-37  upon the total authorized stock of the corporation, including the

17-38  proposed increase, and the fee computed pursuant to NRS 78.760

17-39  based upon the total authorized stock of the corporation, excluding

17-40  the proposed increase. In no case may the amount be less than

17-41  [$150.] $175.

17-42     Sec. 24.  NRS 78.780 is hereby amended to read as follows:

17-43      78.780  1.  The fee for filing a certificate of extension of

17-44  corporate existence of any corporation is an amount equal to one-

18-1  fourth of the fee computed at the rates specified in NRS 78.760 for

18-2  filing articles of incorporation.

18-3      2.  The fee for filing a certificate of dissolution whether it

18-4  occurs before or after payment of capital and beginning of business

18-5  is [$60.] $75.

18-6      Sec. 25.  NRS 78.785 is hereby amended to read as follows:

18-7      78.785  1.  The fee for filing a certificate of change of location

18-8  of a corporation’s registered office and resident agent, or a new

18-9  designation of resident agent, is [$30.] $60.

18-10     2.  The fee for certifying articles of incorporation where a copy

18-11  is provided is [$20.] $30.

18-12     3.  The fee for certifying a copy of an amendment to articles of

18-13  incorporation, or to a copy of the articles as amended, where a copy

18-14  is furnished, is [$20.] $30.

18-15     4.  The fee for certifying an authorized printed copy of the

18-16  general corporation law as compiled by the Secretary of State is

18-17  [$20.] $30.

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

18-19     6.  The fee for executing a certificate of corporate existence

18-20  which does not list the previous documents relating to the

18-21  corporation, or a certificate of change in a corporate name, is [$40.]

18-22  $50.

18-23     7.  The fee for executing a certificate of corporate existence

18-24  which lists the previous documents relating to the corporation is

18-25  [$40.] $50.

18-26     8.  The fee for executing, certifying or filing any certificate or

18-27  document not provided for in NRS 78.760 to 78.785, inclusive, is

18-28  [$40.] $50.

18-29     9.  The fee for copies made at the Office of the Secretary of

18-30  State is [$1] $2 per page.

18-31     10.  The fees for filing articles of incorporation, articles of

18-32  merger, or certificates of amendment increasing the basic surplus of

18-33  a mutual or reciprocal insurer must be computed pursuant to NRS

18-34  78.760, 78.765 and 92A.210, on the basis of the amount of basic

18-35  surplus of the insurer.

18-36     11.  The fee for examining and provisionally approving any

18-37  document at any time before the document is presented for filing is

18-38  [$100.] $125.

18-39     Sec. 26.  NRS 78.795 is hereby amended to read as follows:

18-40      78.795  1.  Any natural person or corporation residing or

18-41  located in this state may [, on or after January 1 of any year but

18-42  before January 31 of that year,] register for that calendar year his

18-43  willingness to serve as the resident agent of a domestic or foreign

18-44  corporation, limited-liability company or limited partnership with

18-45  the Secretary of State. The registration must state the full, legal

19-1  name of the person or corporation willing to serve as the resident

19-2  agent and be accompanied by a fee of [$250] $500 per office

19-3  location of the resident agent.

19-4      2.  The Secretary of State shall maintain a list of those persons

19-5  who are registered pursuant to subsection 1 and make the list

19-6  available to persons seeking to do business in this state.

19-7      3.  The Secretary of State may amend any information

19-8  provided in the list if a person who is included in the list:

19-9      (a) Requests the amendment; and

19-10     (b) Pays a fee of $50.

19-11     4.  The Secretary of State may adopt regulations prescribing

19-12  the content, maintenance and presentation of the list.

19-13     Sec. 27.  Chapter 78A of NRS is hereby amended by adding

19-14  thereto a new section to read as follows:

19-15     1.  Each document filed with the Secretary of State pursuant

19-16  to this chapter must be on or accompanied by a form prescribed by

19-17  the Secretary of State.

19-18     2.  The Secretary of State may refuse to file a document which

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

19-20  the information required by statute for filing the document.

19-21     3.  If the provisions of the form prescribed by the Secretary of

19-22  State conflict with the provisions of any document that is

19-23  submitted for filing with the form:

19-24     (a) The provisions of the form control for all purposes with

19-25  respect to the information that is required by statute to appear in

19-26  the document in order for the document to be filed; and

19-27     (b) Unless otherwise provided in the document, the provisions

19-28  of the document control in every other situation.

19-29     4.  The Secretary of State may by regulation provide for the

19-30  electronic filing of documents with the Office of the Secretary of

19-31  State.

19-32     Sec. 28.  Chapter 80 of NRS is hereby amended by adding

19-33  thereto the provisions set forth as sections 29 and 30 of this act.

19-34     Sec. 29.  1.  Each document filed with the Secretary of State

19-35  pursuant to this chapter must be on or accompanied by a form

19-36  prescribed by the Secretary of State.

19-37     2.  The Secretary of State may refuse to file a document which

19-38  does not comply with subsection 1 or which does not contain all

19-39  the information required by statute for filing the document.

19-40     3.  If the provisions of the form prescribed by the Secretary of

19-41  State conflict with the provisions of any document that is

19-42  submitted for filing with the form:

19-43     (a) The provisions of the form control for all purposes with

19-44  respect to the information that is required by statute to appear in

19-45  the document in order for the document to be filed; and

20-1      (b) Unless otherwise provided in the document, the provisions

20-2  of the document control in every other situation.

20-3      4.  The Secretary of State may by regulation provide for the

20-4  electronic filing of documents with the Office of the Secretary of

20-5  State.

20-6      Sec. 30.  1.  Except as otherwise provided in subsection 2, if

20-7  a foreign corporation applies to reinstate its charter but its name

20-8  has been legally reserved or acquired by another artificial person

20-9  formed, organized, registered or qualified pursuant to the

20-10  provisions of this title whose name is on file with the Office of the

20-11  Secretary of State or reserved in the Office of the Secretary of

20-12  State pursuant to the provisions of this title, the foreign

20-13  corporation must in its application for reinstatement submit in

20-14  writing to the Secretary of State some other name under which it

20-15  desires its existence to be reinstated. If that name is

20-16  distinguishable from all other names reserved or otherwise on file,

20-17  the Secretary of State shall reinstate the foreign corporation under

20-18  that new name.

20-19     2.  If the applying foreign corporation submits the written,

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

20-21  the person who has reserved a name, which is not distinguishable

20-22  from the old name of the applying foreign corporation or a new

20-23  name it has submitted, it may be reinstated under that name.

20-24     3.  For the purposes of this section, a proposed name is not

20-25  distinguishable from a name on file or reserved solely because one

20-26  or the other contains distinctive lettering, a distinctive mark, a

20-27  trademark or a trade name, or any combination thereof.

20-28     4.  The Secretary of State may adopt regulations that interpret

20-29  the requirements of this section.

20-30     Sec. 31.  NRS 80.005 is hereby amended to read as follows:

20-31      80.005  The Secretary of State may microfilm or image any

20-32  document which is filed in his office by a foreign corporation

20-33  pursuant to this chapter and may return the original document to the

20-34  corporation.

20-35     Sec. 32.  NRS 80.007 is hereby amended to read as follows:

20-36      80.007  1.  A foreign corporation may correct a document filed

20-37  by the Secretary of State if the document contains an incorrect

20-38  statement or was defectively executed, attested, sealed or verified.

20-39     2.  To correct a document, the corporation [shall:] must:

20-40     (a) Prepare a certificate of correction which:

20-41         (1) States the name of the corporation;

20-42         (2) Describes the document, including, without limitation, its

20-43  filing date;

20-44         (3) Specifies the [incorrect statement and the reason it is

20-45  incorrect or the manner in which the execution was defective;

21-1          (4) Corrects the incorrect statement or defective execution;]

21-2  inaccuracy or defect;

21-3          (4) Sets forth the inaccurate or defective portion of the

21-4  document in an accurate or corrected form; and

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

21-6  stock has been issued by the corporation, by the incorporator or a

21-7  director of the corporation.

21-8      (b) Deliver the certificate to the Secretary of State for filing.

21-9      (c) Pay a filing fee of $175 to the Secretary of State.

21-10     3.  A certificate of correction is effective on the effective date

21-11  of the document it corrects except as to persons relying on the

21-12  uncorrected document and adversely affected by the correction. As

21-13  to those persons, the certificate is effective when filed.

21-14     Sec. 33.  NRS 80.010 is hereby amended to read as follows:

21-15      80.010  1.  Before commencing or doing any business in this

21-16  state, each corporation organized pursuant to the laws of another

21-17  state, territory, the District of Columbia, a possession of the United

21-18  States or a foreign country, that enters this state to do business must:

21-19     (a) File in the Office of the Secretary of State of this state:

21-20         (1) A certificate of corporate existence issued not more than

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

21-22  jurisdiction of its incorporation setting forth the filing of documents

21-23  and instruments related to the articles of incorporation, or the

21-24  governmental acts or other instrument or authority by which the

21-25  corporation was created. If the certificate is in a language other than

21-26  English, a translation, together with the oath of the translator and his

21-27  attestation of its accuracy, must be attached to the certificate.

21-28         (2) A certificate of acceptance of appointment executed by

21-29  its resident agent, who must be a resident or located in this state.

21-30  The certificate must set forth the name of the resident agent, his

21-31  street address for the service of process, and his mailing address if

21-32  different from his street address. The street address of the resident

21-33  agent is the registered office of the corporation in this state.

21-34         (3) A statement executed by an officer of the corporation

21-35  setting forth:

21-36             (I) A general description of the purposes of the

21-37  corporation; and

21-38             (II) The authorized stock of the corporation and the

21-39  number and par value of shares having par value and the number of

21-40  shares having no par value.

21-41     (b) Lodge in the Office of the Secretary of State a copy of the

21-42  document most recently filed by the corporation in the jurisdiction

21-43  of its incorporation setting forth the authorized stock of the

21-44  corporation, the number of par-value shares and their par value, and

21-45  the number of no-par-value shares.

22-1      2.  The Secretary of State shall not file the documents required

22-2  by subsection 1 for any foreign corporation whose name is not

22-3  distinguishable on the records of the Secretary of State from the

22-4  names of all other artificial persons formed, organized, registered or

22-5  qualified pursuant to the provisions of this title that are on file in the

22-6  Office of the Secretary of State and all names that are reserved in

22-7  the Office of the Secretary of State pursuant to the provisions of this

22-8  title, unless the written, acknowledged consent of the holder of the

22-9  name on file or reserved name to use the same name or the

22-10  requested similar name accompanies the articles of incorporation.

22-11     3.  For the purposes of this section and NRS 80.012, a

22-12  proposed name is not distinguishable from a name on file or

22-13  reserved solely because one or the other names contains distinctive

22-14  lettering, a distinctive mark, a trademark or trade name, or any

22-15  combination thereof.

22-16     4.  The name of a foreign corporation whose charter has been

22-17  revoked, which has merged and is not the surviving entity or

22-18  whose existence has otherwise terminated is available for use by

22-19  any other artificial person.

22-20     5.  The Secretary of State shall not accept for filing the

22-21  documents required by subsection 1 or NRS 80.110 for any foreign

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

22-23  “engineer,” “engineered,” “engineering,” “professional engineer,”

22-24  “registered engineer” or “licensed engineer” unless the State Board

22-25  of Professional Engineers and Land Surveyors certifies that:

22-26     (a) The principals of the corporation are licensed to practice

22-27  engineering pursuant to the laws of this state; or

22-28     (b) The corporation is exempt from the prohibitions of

22-29  NRS 625.520.

22-30     [4.] 6. The Secretary of State shall not accept for filing the

22-31  documents required by subsection 1 or NRS 80.110 for any foreign

22-32  corporation if it appears from the documents that the business to be

22-33  carried on by the corporation is subject to supervision by the

22-34  Commissioner of Financial Institutions, unless the Commissioner

22-35  certifies that:

22-36     (a) The corporation has obtained the authority required to do

22-37  business in this state; or

22-38     (b) The corporation is not subject to or is exempt from the

22-39  requirements for obtaining such authority.

22-40     [5.] 7. The Secretary of State shall not accept for filing the

22-41  documents required by subsection 1 or NRS 80.110 for any foreign

22-42  corporation if the name of the corporation contains the [words] word

22-43  “accountant,” “accounting,” “accountancy,” “auditor” or “auditing”

22-44  unless the Nevada State Board of Accountancy certifies that the

22-45  foreign corporation:

23-1      (a) Is registered pursuant to the provisions of chapter 628 of

23-2  NRS; or

23-3      (b) Has filed with the Nevada State Board of Accountancy

23-4  under penalty of perjury a written statement that the foreign

23-5  corporation is not engaged in the practice of accounting and is not

23-6  offering to practice accounting in this state.

23-7      [6.] 8. The Secretary of State may adopt regulations that

23-8  interpret the requirements of this section.

23-9      Sec. 34.  NRS 80.025 is hereby amended to read as follows:

23-10      80.025  1.  If a foreign corporation cannot qualify to do

23-11  business in this state because its name does not meet the

23-12  requirements of [subsection 2 or 3 of] NRS 80.010, it may apply for

23-13  a certificate to do business by having its board of directors adopt a

23-14  resolution setting forth the name under which the corporation elects

23-15  to do business in this state. The resolution may:

23-16     (a) Add to the existing corporate name a word, abbreviation or

23-17  other distinctive element; or

23-18     (b) Adopt a name different from its existing corporate name that

23-19  is available for use in this state.

23-20     2.  In addition to the documents required by subsection 1 of

23-21  NRS 80.010, the corporation shall file a resolution certifying the

23-22  adoption of the modified name.

23-23     3.  If the Secretary of State determines that the modified

23-24  corporate name complies with the provisions of [subsection 2 or 3]

23-25  of NRS 80.010, he shall issue the certificate in the foreign

23-26  corporation’s modified name if the foreign corporation otherwise

23-27  qualifies to do business in this state.

23-28     4.  A foreign corporation doing business in this state under a

23-29  modified corporate name approved by the Secretary of State shall

23-30  use the modified name in its dealings and communications with the

23-31  Secretary of State.

23-32     Sec. 35.  NRS 80.050 is hereby amended to read as follows:

23-33      80.050  1.  Except as otherwise provided in subsection 3,

23-34  foreign corporations shall pay the same fees to the Secretary of State

23-35  as are required to be paid by corporations organized pursuant to the

23-36  laws of this state, but the amount of fees to be charged must not

23-37  exceed:

23-38     (a) The sum of [$25,000] $35,000 for filing documents for

23-39  initial qualification; or

23-40     (b) The sum of [$25,000] $35,000 for each subsequent filing of

23-41  a certificate increasing authorized capital stock.

23-42     2.  If the corporate documents required to be filed set forth only

23-43  the total number of shares of stock the corporation is authorized to

23-44  issue without reference to value, the authorized shares shall be

24-1  deemed to be without par value and the filing fee must be computed

24-2  pursuant to paragraph (b) of subsection 3 of NRS 78.760.

24-3      3.  Foreign corporations which are nonprofit corporations and

24-4  do not have or issue shares of stock shall pay the same fees to the

24-5  Secretary of State as are required to be paid by nonprofit

24-6  corporations organized pursuant to the laws of this state.

24-7      4.  The fee for filing a notice of withdrawal from the State of

24-8  Nevada by a foreign corporation is [$60.] $75.

24-9      Sec. 36.  NRS 80.070 is hereby amended to read as follows:

24-10      80.070  1.  A foreign corporation may change its resident

24-11  agent by filing with the Secretary of State:

24-12     (a) A certificate of change [,] of resident agent, signed by an

24-13  officer of the corporation, setting forth:

24-14         (1) The name of the corporation;

24-15         (2) The name and street address of the present resident agent;

24-16  and

24-17         (3) The name and street address of the new resident agent;

24-18  and

24-19     (b) A certificate of acceptance executed by the new resident

24-20  agent, which must be a part of or attached to the certificate of

24-21  change [. The change authorized by this subsection becomes

24-22  effective upon the filing of the certificate of change.] of resident

24-23  agent.

24-24     2.  If the name of a resident agent is changed as a result of a

24-25  merger, conversion, exchange, sale, reorganization or

24-26  amendment, the resident agent shall:

24-27     (a) File with the Secretary of State a certificate of name

24-28  change of resident agent that includes:

24-29         (1) The current name of the resident agent as filed with the

24-30  Secretary of State;

24-31         (2) The new name of the resident agent; and

24-32         (3) The name and file number of each artificial person

24-33  formed, organized, registered or qualified pursuant to the

24-34  provisions of this title that the resident agent represents; and

24-35     (b) Pay to the Secretary of State a filing fee of $100.

24-36     3.  A change authorized by subsection 1 or 2 becomes effective

24-37  upon the filing of the proper certificate of change.

24-38     4.  A [person who has been designated by a foreign corporation

24-39  as] resident agent [may file] who desires to resign shall:

24-40     (a) File with the Secretary of State a signed statement in the

24-41  manner provided pursuant to subsection 1 of NRS 78.097 that he is

24-42  unwilling to continue to act as the resident agent of the corporation

24-43  for the service of process [.

24-44     3.] ; and

25-1      (b) Pay to the Secretary of State the filing fee set forth in

25-2  subsection 1 of NRS 78.097.

25-3  A resignation is not effective until the signed statement is filed

25-4  with the Secretary of State.

25-5      5. Upon the filing of the statement of resignation with the

25-6  Secretary of State, the capacity of the resigning person as resident

25-7  agent terminates. If the statement of resignation is not accompanied

25-8  by a statement of the corporation appointing a successor resident

25-9  agent, the resigning resident agent shall give written notice, by mail,

25-10  to the corporation, of the filing of the statement and its effect. The

25-11  notice must be addressed to any officer of the corporation other than

25-12  the resident agent.

25-13     [4.] 6. If a resident agent dies, resigns or moves from the State,

25-14  the corporation, within 30 days thereafter, shall file with the

25-15  Secretary of State a certificate of acceptance executed by the new

25-16  resident agent. The certificate must set forth the name of the new

25-17  resident agent, his street address for the service of process, and his

25-18  mailing address if different from his street address.

25-19     [5.] 7. A corporation that fails to file a certificate of acceptance

25-20  executed by a new resident agent within 30 days after the death,

25-21  resignation or removal of its resident agent shall be deemed in

25-22  default and is subject to the provisions of NRS 80.150 and 80.160.

25-23     Sec. 37.  NRS 80.110 is hereby amended to read as follows:

25-24      80.110  1.  Each foreign corporation doing business in this

25-25  state shall, on or before the [first] last day of the [second] first

25-26  month after the filing of its certificate of corporate existence with

25-27  the Secretary of State, and annually thereafter on or before the last

25-28  day of the month in which the anniversary date of its qualification to

25-29  do business in this state occurs in each year, file with the Secretary

25-30  of State a list, on a form furnished by him, that contains:

25-31     (a) The names and addresses, either residence or business, of

25-32  its president, secretary and treasurer , or [their equivalent,] the

25-33  equivalent thereof, and all of its directors;

25-34     (b) [A designation of its] The name and street address of the

25-35  lawfully designated resident agent of the corporation in this state;

25-36  and

25-37     (c) The signature of an officer of the corporation.

25-38  Each list filed pursuant to this subsection must be accompanied by a

25-39  declaration under penalty of perjury that the foreign corporation has

25-40  complied with the provisions of chapter 364A of NRS[.] and which

25-41  acknowledges that pursuant to NRS 239.330, it is a category C

25-42  felony to knowingly offer any false or forged instrument for filing

25-43  with the Office of the Secretary of State.

25-44     2.  Upon filing:

26-1      (a) The initial list required by subsection 1, the corporation shall

26-2  pay to the Secretary of State a fee of [$165.] $125.

26-3      (b) Each annual list required by subsection 1, the corporation

26-4  shall pay to the Secretary of State [a fee of $85.] , if the amount

26-5  represented by the total number of shares provided for in the

26-6  articles is:

 

26-7  $75,000 or less$125

26-8  Over $75,000 and not over $200,000175

26-9  Over $200,000 and not over $500,000275

26-10  Over $500,000 and not over $1,000,000375

26-11  Over $1,000,000:

26-12  For the first $1,000,000375

26-13  For each additional $500,000 or fraction thereof275

26-14  The maximum fee which may be charged pursuant to paragraph

26-15  (b) for filing the annual list is $11,100.

 

26-16     3.  If a director or officer of a corporation resigns and the

26-17  resignation is not made in conjunction with the filing of an

26-18  annual or amended list of directors and officers, the corporation

26-19  shall pay to the Secretary of State a fee of $75 to file the

26-20  resignation of the director or officer.

26-21     4.  The Secretary of State shall, 60 days before the last day for

26-22  filing each annual list required by subsection 1, cause to be mailed

26-23  to each corporation which is required to comply with the provisions

26-24  of NRS 80.110 to 80.170, inclusive, and which has not become

26-25  delinquent, the blank forms to be completed and filed with him.

26-26  Failure of any corporation to receive the forms does not excuse it

26-27  from the penalty imposed by the provisions of NRS 80.110 to

26-28  80.170, inclusive.

26-29     [4.] 5. An annual list for a corporation not in default which is

26-30  received by the Secretary of State more than [60] 90 days before its

26-31  due date shall be deemed an amended list for the previous year and

26-32  does not satisfy the requirements of subsection 1 for the year to

26-33  which the due date is applicable.

26-34     Sec. 38.  NRS 80.120 is hereby amended to read as follows:

26-35      80.120  If a corporation has filed the initial or annual list in

26-36  compliance with NRS 80.110 and has paid the appropriate fee for

26-37  the filing, the cancelled check or other proof of payment received

26-38  by the corporation constitutes a certificate authorizing it to transact

26-39  its business within this state until the last day of the month in which

26-40  the anniversary of its qualification to transact business occurs in the

26-41  next succeeding calendar year. [If the corporation desires a formal

26-42  certificate upon its payment of the initial or annual fee, its payment

26-43  must be accompanied by a self-addressed, stamped envelope.]

27-1      Sec. 39.  NRS 80.140 is hereby amended to read as follows:

27-2      80.140  1.  [Every] Each list required to be filed under the

27-3  provisions of NRS 80.110 to 80.170, inclusive, must, after the name

27-4  of each officer and director listed thereon, set forth the [post office

27-5  box or street] address, either residence or business, of each officer

27-6  and director.

27-7      2.  If the addresses are not stated for each person on any list

27-8  offered for filing, the Secretary of State may refuse to file the list,

27-9  and the corporation for which the list has been offered for filing is

27-10  subject to all the provisions of NRS 80.110 to 80.170, inclusive,

27-11  relating to failure to file the list within or at the times therein

27-12  specified, unless a list is subsequently submitted for filing which

27-13  conforms to the provisions of this section.

27-14     Sec. 40.  NRS 80.150 is hereby amended to read as follows:

27-15      80.150  1.  Any corporation required to make a filing and pay

27-16  the fee prescribed in NRS 80.110 to 80.170, inclusive, which refuses

27-17  or neglects to do so within the time provided[,] is in default.

27-18     2.  For default there must be added to the amount of the fee a

27-19  penalty of [$50,] $75 and unless the filing is made and the fee and

27-20  penalty are paid on or before the [first day of the ninth month

27-21  following the month] last day of the month in which the

27-22  anniversary date of incorporation occurs in which filing was

27-23  required, the defaulting corporation by reason of its default forfeits

27-24  its right to transact any business within this state. The fee and

27-25  penalty must be collected as provided in this chapter.

27-26     Sec. 41.  NRS 80.160 is hereby amended to read as follows:

27-27      80.160  1.  The Secretary of State shall notify, by [letter

27-28  addressed] providing written notice to its resident agent, each

27-29  corporation deemed in default pursuant to NRS 80.150. The written

27-30  notice [must be accompanied by] :

27-31     (a) Must include a statement indicating the amount of the filing

27-32  fee, penalties incurred and costs remaining unpaid.

27-33     (b) At the request of the resident agent, may be provided

27-34  electronically.

27-35     2.  Immediately after the [first day of the ninth month following

27-36  the month in which filing was required,] last day of the month in

27-37  which the anniversary date of incorporation occurs, the Secretary

27-38  of State shall compile a [full and] complete list containing the names

27-39  of all corporations whose right to [do] transact business has been

27-40  forfeited.

27-41     3.  The Secretary of State shall notify, by [letter addressed]

27-42  providing written notice to its resident agent, each corporation

27-43  specified in subsection 2 of the forfeiture of its right to do business.

27-44  The written notice [must be accompanied by] :

28-1      (a) Must include a statement indicating the amount of the filing

28-2  fee, penalties incurred and costs remaining unpaid.

28-3      (b) At the request of the resident agent, may be provided

28-4  electronically.

28-5      Sec. 42.  NRS 80.170 is hereby amended to read as follows:

28-6      80.170  1.  Except as otherwise provided in subsections 3 and

28-7  4, the Secretary of State shall reinstate a corporation which has

28-8  forfeited or which forfeits its right to transact business under the

28-9  provisions of this chapter and shall restore to the corporation its

28-10  right to transact business in this state, and to exercise its corporate

28-11  privileges and immunities , if it:

28-12     (a) Files with the Secretary of State [a] :

28-13         (1) The list as provided in NRS 80.110 and 80.140;

28-14         (2) The statement required by section 4 of Senate Bill No.

28-15  124 of this session, if applicable; and

28-16         (3) A certificate of acceptance of appointment signed by its

28-17  resident agent; and

28-18     (b) Pays to the Secretary of State:

28-19         (1) The filing fee and penalty set forth in NRS 80.110 and

28-20  80.150 for each year or portion thereof that its right to transact

28-21  business was forfeited; [and]

28-22         (2) The fee set forth in section 4 of Senate Bill No. 124 of

28-23  this session, if applicable; and

28-24         (3) A fee of [$200] $300 for reinstatement.

28-25     2.  [If payment is made and] When the Secretary of State

28-26  reinstates the corporation , [to its former rights,] he shall[:

28-27     (a) Immediately issue and deliver to the corporation so

28-28  reinstated a certificate of reinstatement authorizing it to transact

28-29  business in the same manner as if the filing fee had been paid when

28-30  due; and

28-31     (b) Upon demand,] issue to the corporation [one or more

28-32  certified copies of the] a certificate of reinstatement [.] if the

28-33  corporation:

28-34     (a) Requests a certificate of reinstatement; and

28-35     (b) Pays the required fees pursuant to subsection 8 of

28-36  NRS 78.785.

28-37     3.  The Secretary of State shall not order a reinstatement unless

28-38  all delinquent fees and penalties have been paid[,] and the

28-39  revocation of the right to transact business occurred only by reason

28-40  of failure to pay the fees and penalties.

28-41     4.  If the right of a corporation to transact business in this state

28-42  has been forfeited pursuant to the provisions of [NRS 80.160] this

28-43  chapter and has remained forfeited for a period of 5 consecutive

28-44  years, the right is not subject to reinstatement.

 

29-1      Sec. 43.  NRS 80.190 is hereby amended to read as follows:

29-2      80.190  1.  Except as otherwise provided in subsection 2, each

29-3  foreign corporation doing business in this state shall, not later than

29-4  the month of March in each year, publish a statement of its last

29-5  calendar year’s business in two numbers or issues of a newspaper

29-6  published in this state [.] that has a total weekly circulation of at

29-7  least 1,000. The statement must include:

29-8      (a) The name of the corporation.

29-9      (b) The name and title of the corporate officer submitting the

29-10  statement.

29-11     (c) The mailing or street address of the corporation’s principal

29-12  office.

29-13     (d) The mailing or street address of the corporation’s office in

29-14  this state, if one exists.

29-15     (e) The total assets and liabilities of the corporation at the end

29-16  of the year.

29-17     2.  If the corporation keeps its records on the basis of a fiscal

29-18  year other than the calendar, the statement required by subsection 1

29-19  must be published not later than the end of the third month

29-20  following the close of each fiscal year.

29-21     3.  A corporation which neglects or refuses to publish a

29-22  statement as required by this section is liable to a penalty of $100

29-23  for each month that the statement remains unpublished.

29-24     4.  Any district attorney in the State or the Attorney General

29-25  may sue to recover the penalty. The first county suing through its

29-26  district attorney shall recover the penalty, and if no suit is brought

29-27  for the penalty by any district attorney, the State may recover

29-28  through the Attorney General.

29-29     Sec. 44.  Chapter 81 of NRS is hereby amended by adding

29-30  thereto the provisions set forth as sections 45 and 46 of this act.

29-31     Sec. 45.  1.  Each document filed with the Secretary of State

29-32  pursuant to this chapter must be on or accompanied by a form

29-33  prescribed by the Secretary of State.

29-34     2.  The Secretary of State may refuse to file a document which

29-35  does not comply with subsection 1 or which does not contain all of

29-36  the information required by statute for filing the document.

29-37     3.  If the provisions of the form prescribed by the Secretary of

29-38  State conflict with the provisions of any document that is

29-39  submitted for filing with the form:

29-40     (a) The provisions of the form control for all purposes with

29-41  respect to the information that is required by statute to appear in

29-42  the document in order for the document to be filed; and

29-43     (b) Unless otherwise provided in the document, the provisions

29-44  of the document control in every other situation.

30-1      4.  The Secretary of State may by regulation provide for the

30-2  electronic filing of documents with the Office of the Secretary of

30-3  State.

30-4      Sec. 46.  1.  A nonprofit cooperative corporation, a

30-5  cooperative association, a charitable organization or any other

30-6  entity formed under the provisions of this chapter may correct a

30-7  document filed by the Secretary of State with respect to the entity if

30-8  the document contains an inaccurate record of an action

30-9  described in the document or was defectively executed, attested,

30-10  sealed, verified or acknowledged.

30-11     2.  To correct a document, the entity must:

30-12     (a) Prepare a certificate of correction which:

30-13         (1) States the name of the entity;

30-14         (2) Describes the document, including, without limitation,

30-15  its filing date;

30-16         (3) Specifies the inaccuracy or defect;

30-17         (4) Sets forth the inaccurate or defective portion of the

30-18  document in an accurate or corrected form; and

30-19         (5) Is signed by an officer of the entity or, if the certificate

30-20  is filed before the first meeting of the board of directors, by an

30-21  incorporator or director.

30-22     (b) Deliver the certificate to the Secretary of State for filing.

30-23     (c) Pay a filing fee of $25 to the Secretary of State.

30-24     3.  A certificate of correction is effective on the effective date

30-25  of the document it corrects except as to persons relying on the

30-26  uncorrected document and adversely affected by the correction. As

30-27  to those persons, the certificate is effective when filed.

30-28     Sec. 47.  NRS 81.200 is hereby amended to read as follows:

30-29      81.200  1.  [Every] Each association formed under NRS

30-30  81.170 to 81.270, inclusive, shall prepare articles of association in

30-31  writing, setting forth:

30-32     (a) The name of the association.

30-33     (b) The purpose for which it is formed.

30-34     (c) The name of the person designated as the resident agent, the

30-35  street address for service of process, and the mailing address if

30-36  different from the street address.

30-37     (d) The term for which it is to exist, which may be perpetual.

30-38     (e) The [number of the directors thereof, and the] names and

30-39  [residences of those] addresses, either residence or business, of the

30-40  directors selected for the first year.

30-41     (f) The amount which each member is to pay upon admission as

30-42  a fee for membership, and that each member signing the articles has

30-43  actually paid the fee.

30-44     (g) That the interest and right of each member therein is to be

30-45  equal.

31-1      (h) The name and [post office box or street] address, either

31-2  residence or business, of each of the persons executing the articles

31-3  of association.

31-4      2.  The articles of association must be subscribed by the

31-5  original associates or members.

31-6      3.  The articles so subscribed must be filed, together with a

31-7  certificate of acceptance of appointment executed by the resident

31-8  agent for the association, in the Office of the Secretary of State, who

31-9  shall furnish a certified copy thereof. From the time of the filing in

31-10  the Office of the Secretary of State, the association may exercise all

31-11  the powers for which it was formed.

31-12     Sec. 48.  Chapter 82 of NRS is hereby amended by adding

31-13  thereto the provisions set forth as sections 49 to 57, inclusive, of this

31-14  act.

31-15     Sec. 49.  1.  Each document filed with the Secretary of State

31-16  pursuant to this chapter must be on or accompanied by a form

31-17  prescribed by the Secretary of State.

31-18     2.  The Secretary of State may refuse to file a document which

31-19  does not comply with subsection 1 or which does not contain all of

31-20  the information required by statute for filing the document.

31-21     3.  If the provisions of the form prescribed by the Secretary of

31-22  State conflict with the provisions of any document that is

31-23  submitted for filing with the form:

31-24     (a) The provisions of the form control for all purposes with

31-25  respect to the information that is required by statute to appear in

31-26  the document in order for the document to be filed; and

31-27     (b) Unless otherwise provided in the document, the provisions

31-28  of the document control in every other situation.

31-29     4.  The Secretary of State may by regulation provide for the

31-30  electronic filing of documents with the Office of the Secretary of

31-31  State.

31-32     Sec. 50.  1.  A corporation may correct a document filed by

31-33  the Secretary of State with respect to the corporation if the

31-34  document contains an inaccurate record of a corporate action

31-35  described in the document or was defectively executed, attested,

31-36  sealed, verified or acknowledged.

31-37     2.  To correct a document, the corporation must:

31-38     (a) Prepare a certificate of correction which:

31-39         (1) States the name of the corporation;

31-40         (2) Describes the document, including, without limitation,

31-41  its filing date;

31-42         (3) Specifies the inaccuracy or defect;

31-43         (4) Sets forth the inaccurate or defective portion of the

31-44  document in an accurate or corrected form; and

32-1          (5) Is signed by an officer of the corporation or, if the

32-2  certificate is filed before the first meeting of the board of directors,

32-3  by an incorporator or director.

32-4      (b) Deliver the certificate to the Secretary of State for filing.

32-5      (c) Pay a filing fee of $25 to the Secretary of State.

32-6      3.  A certificate of correction is effective on the effective date

32-7  of the document it corrects except as to persons relying on the

32-8  uncorrected document and adversely affected by the correction. As

32-9  to those persons, the certificate is effective when filed.

32-10     Sec. 51.  1.  Each foreign nonprofit corporation doing

32-11  business in this state shall, on or before the last day of the first

32-12  month after the filing of its application for registration as a

32-13  foreign nonprofit corporation with the Secretary of State, and

32-14  annually thereafter on or before the last day of the month in

32-15  which the anniversary date of its qualification to do business in

32-16  this state occurs in each year, file with the Secretary of State a list,

32-17  on a form furnished by him, that contains:

32-18     (a) The name of the foreign nonprofit corporation;

32-19     (b) The file number of the foreign nonprofit corporation, if

32-20  known;

32-21     (c) The names and titles of the president, the secretary and the

32-22  treasurer, or the equivalent thereof, and all the directors of the

32-23  foreign nonprofit corporation;

32-24     (d) The address, either residence or business, of the president,

32-25  secretary and treasurer, or the equivalent thereof, and each

32-26  director of the foreign nonprofit corporation;

32-27     (e) The name and address of its lawfully designated resident

32-28  agent in this state; and

32-29     (f) The signature of an officer of the foreign nonprofit

32-30  corporation certifying that the list is true, complete and accurate.

32-31     2.  Each list filed pursuant to this section must be

32-32  accompanied by a declaration under penalty of perjury that the

32-33  foreign nonprofit corporation:

32-34     (a) Has complied with the provisions of chapter 364A of NRS;

32-35  and

32-36     (b) Acknowledges that pursuant to NRS 239.330, it is a

32-37  category C felony to knowingly offer any false or forged

32-38  instrument for filing with the Office of the Secretary of State.

32-39     3.  Upon filing the initial list and each annual list pursuant to

32-40  this section, the foreign nonprofit corporation must pay to the

32-41  Secretary of State a fee of $25.

32-42     4.  The Secretary of State shall, 60 days before the last day for

32-43  filing each annual list, cause to be mailed to each foreign

32-44  nonprofit corporation which is required to comply with the

32-45  provisions of sections 51 to 57, inclusive, of this act, and which

33-1  has not become delinquent, the blank forms to be completed and

33-2  filed with him. Failure of any foreign nonprofit corporation to

33-3  receive the forms does not excuse it from the penalty imposed by

33-4  the provisions of sections 51 to 57, inclusive, of this act.

33-5      5.  If the list to be filed pursuant to the provisions of

33-6  subsection 1 is defective or the fee required by subsection 3 is not

33-7  paid, the Secretary of State may return the list for correction or

33-8  payment.

33-9      6.  An annual list for a foreign nonprofit corporation not in

33-10  default that is received by the Secretary of State more than 90 days

33-11  before its due date shall be deemed an amended list for the

33-12  previous year and does not satisfy the requirements of subsection 1

33-13  for the year to which the due date is applicable.

33-14     Sec. 52.  If a foreign nonprofit corporation has filed the

33-15  initial or annual list in compliance with section 51 of this act and

33-16  has paid the appropriate fee for the filing, the cancelled check or

33-17  other proof of payment received by the foreign nonprofit

33-18  corporation constitutes a certificate authorizing it to transact its

33-19  business within this state until the last day of the month in which

33-20  the anniversary of its qualification to transact business occurs in

33-21  the next succeeding calendar year.

33-22     Sec. 53.  1.  Each list required to be filed under the

33-23  provisions of sections 51 to 57, inclusive, of this act must, after the

33-24  name of each officer listed thereon, set forth the address, either

33-25  residence or business, of each officer.

33-26     2.  If the addresses are not stated for each person on any list

33-27  offered for filing, the Secretary of State may refuse to file the list,

33-28  and the foreign nonprofit corporation for which the list has been

33-29  offered for filing is subject to all the provisions of sections 51 to

33-30  57, inclusive, of this act relating to failure to file the list within or

33-31  at the times therein specified, unless a list is subsequently

33-32  submitted for filing which conforms to the provisions of this

33-33  section.

33-34     Sec. 54.  1.  Each foreign nonprofit corporation required to

33-35  make a filing and pay the fee prescribed in sections 51 to 57,

33-36  inclusive, of this act that refuses or neglects to do so within the

33-37  time provided is in default.

33-38     2.  For default there must be added to the amount of the fee a

33-39  penalty of $50, and unless the filing is made and the fee and

33-40  penalty are paid on or before the last day of the month in which

33-41  the anniversary date of the foreign nonprofit corporation occurs,

33-42  the defaulting foreign nonprofit corporation forfeits its right to

33-43  transact any business within this state. The fee and penalty must

33-44  be collected as provided in this chapter.

34-1      Sec. 55.  1.  The Secretary of State shall notify, by providing

34-2  written notice to its resident agent, each foreign nonprofit

34-3  corporation deemed in default pursuant to section 54 of this act.

34-4  The written notice:

34-5      (a) Must include a statement indicating the amount of the

34-6  filing fee, penalties incurred and costs remaining unpaid.

34-7      (b) At the request of the resident agent, may be provided

34-8  electronically.

34-9      2.  Immediately after the last day of the month in which the

34-10  anniversary date of incorporation occurs, the Secretary of State

34-11  shall compile a complete list containing the names of all foreign

34-12  nonprofit corporations whose right to transact business has been

34-13  forfeited.

34-14     3.  The Secretary of State shall notify, by providing written

34-15  notice to its resident agent, each foreign nonprofit corporation

34-16  specified in subsection 2 of the forfeiture of its right to transact

34-17  business. The written notice:

34-18     (a) Must include a statement indicating the amount of the

34-19  filing fee, penalties incurred and costs remaining unpaid.

34-20     (b) At the request of the resident agent, may be provided

34-21  electronically.

34-22     Sec. 56.  1.  Except as otherwise provided in subsections 3

34-23  and 4, the Secretary of State shall reinstate a foreign nonprofit

34-24  corporation which has forfeited or which forfeits its right to

34-25  transact business pursuant to the provisions of sections 51 to 57,

34-26  inclusive, of this act and restore to the foreign nonprofit

34-27  corporation its right to transact business in this state, and to

34-28  exercise its corporate privileges and immunities, if it:

34-29     (a) Files with the Secretary of State a list as provided in section

34-30  51 of this act; and

34-31     (b) Pays to the Secretary of State:

34-32         (1) The filing fee and penalty set forth in sections 51 and 54

34-33  of this act for each year or portion thereof that its right to transact

34-34  business was forfeited; and

34-35         (2) A fee of $100 for reinstatement.

34-36     2.  When the Secretary of State reinstates the foreign

34-37  nonprofit corporation, he shall issue to the foreign nonprofit

34-38  corporation a certificate of reinstatement if the foreign nonprofit

34-39  corporation:

34-40     (a) Requests a certificate of reinstatement; and

34-41     (b) Pays the fees as provided in subsection 8 of NRS 78.785.

34-42     3.  The Secretary of State shall not order a reinstatement

34-43  unless all delinquent fees and penalties have been paid and the

34-44  revocation of the right to transact business occurred only by

34-45  reason of failure to pay the fees and penalties.

35-1      4.  If the right of a foreign nonprofit corporation to transact

35-2  business in this state has been forfeited pursuant to the provisions

35-3  of this chapter and has remained forfeited for a period of 5

35-4  consecutive years, the right to transact business must not be

35-5  reinstated.

35-6      Sec. 57.  1.  Except as otherwise provided in subsection 2, if

35-7  a foreign nonprofit corporation applies to reinstate its charter but

35-8  its name has been legally reserved or acquired by another artificial

35-9  person formed, organized, registered or qualified pursuant to the

35-10  provisions of this title and that name is on file with the Office of

35-11  the Secretary of State or reserved in the Office of the Secretary of

35-12  State pursuant to the provisions of this title, the foreign nonprofit

35-13  corporation must in its application for reinstatement submit in

35-14  writing to the Secretary of State some other name under which it

35-15  desires its existence to be reinstated. If that name is

35-16  distinguishable from all other names reserved or otherwise on file,

35-17  the Secretary of State shall reinstate the foreign nonprofit

35-18  corporation under that new name.

35-19     2.  If the applying foreign nonprofit corporation submits the

35-20  written, acknowledged consent of the artificial person having a

35-21  name, or who has reserved a name, which is not distinguishable

35-22  from the old name of the applying foreign nonprofit corporation

35-23  or a new name it has submitted, it may be reinstated under that

35-24  name.

35-25     3.  For the purposes of this section, a proposed name is not

35-26  distinguishable from a name on file or reserved solely because one

35-27  or the other contains distinctive lettering, a distinctive mark, a

35-28  trademark or a trade name, or any combination thereof.

35-29     4.  The Secretary of State may adopt regulations that interpret

35-30  the requirements of this section.

35-31     Sec. 58.  NRS 82.106 is hereby amended to read as follows:

35-32      82.106  1.  The Secretary of State shall not accept for filing

35-33  pursuant to this chapter any articles of incorporation or any

35-34  certificate of amendment of articles of incorporation of any

35-35  corporation formed or existing pursuant to this chapter if the name

35-36  of the corporation contains the words “trust,” “engineer,”

35-37  “engineered,” “engineering,” “professional engineer” or “licensed

35-38  engineer.”

35-39     2.  The Secretary of State shall not accept for filing any articles

35-40  of incorporation or any certificate of amendment of articles of

35-41  incorporation of any corporation formed or existing under this

35-42  chapter when it appears from the articles or the certificate of

35-43  amendment that the business to be carried on by the corporation is

35-44  subject to supervision by the Commissioner of Insurance.

36-1      3.  The Secretary of State shall not accept for filing pursuant to

36-2  this chapter any articles of incorporation or any certificate of

36-3  amendment of articles of incorporation of any corporation formed or

36-4  existing pursuant to this chapter if the name of the corporation

36-5  contains the [words] word “accountant,” “accounting,”

36-6  “accountancy,” “auditor” or “auditing.”

36-7      4.  The Secretary of State shall not accept for filing any

36-8  articles of incorporation or any certificate of amendment of

36-9  articles of incorporation of any corporation formed or existing

36-10  pursuant to the laws of this state which provides that the name of

36-11  the corporation contains the words “unit-owners’ association” or

36-12  “homeowners’ association” or if it appears in the articles of

36-13  incorporation or certificate of amendment that the purpose of the

36-14  corporation is to operate as a unit-owners’ association pursuant to

36-15  chapter 116 of NRS unless the Administrator of the Real Estate

36-16  Division of the Department of Business and Industry certifies that

36-17  the corporation has:

36-18     (a) Registered with the Ombudsman for Owners in Common-

36-19  Interest Communities pursuant to NRS 116.31158; and

36-20     (b) Paid to the Administrator of the Real Estate Division the

36-21  fees required pursuant to NRS 116.31155.

36-22     Sec. 59.  NRS 82.193 is hereby amended to read as follows:

36-23      82.193  1.  A corporation shall have a resident agent in the

36-24  manner provided in NRS 78.090, 78.095, 78.097 and 78.110. The

36-25  resident agent and the corporation shall comply with the provisions

36-26  of those sections.

36-27     2.  Upon notification from the Administrator of the Real

36-28  Estate Division of the Department of Business and Industry that a

36-29  corporation which is a unit-owners’ association as defined in NRS

36-30  116.110315 has failed to register pursuant to NRS 116.31158 or

36-31  failed to pay the fees pursuant to NRS 116.31155, the Secretary of

36-32  State shall deem the corporation to be in default. If, after the

36-33  corporation is deemed to be in default, the Administrator notifies

36-34  the Secretary of State that the corporation has registered pursuant

36-35  to NRS 116.31158 and paid the fees pursuant to NRS 116.31155,

36-36  the Secretary of State shall reinstate the corporation if the

36-37  corporation complies with the requirements for reinstatement as

36-38  provided in this section and NRS 78.180 and 78.185.

36-39     3.  A corporation is subject to the provisions of NRS 78.150 to

36-40  78.185, inclusive, except that:

36-41     (a) The fee for filing a list is [$15;] $25;

36-42     (b) The penalty added for default is [$5;] $50; and

36-43     (c) The fee for reinstatement is [$25.] $100.

 

 

37-1      Sec. 60.  NRS 82.356 is hereby amended to read as follows:

37-2      82.356  1.  [Every] Each amendment adopted pursuant to the

37-3  provisions of NRS 82.351 must be made in the following manner:

37-4      (a) The board of directors must adopt a resolution setting forth

37-5  the amendment proposed, approve it and, if the corporation has

37-6  members entitled to vote on an amendment to the articles, call a

37-7  meeting, either annual or special, of the members. The amendment

37-8  must also be approved by [every] each public official or other

37-9  person whose approval of an amendment of articles is required by

37-10  the articles.

37-11     (b) At the meeting of members, of which notice must be given

37-12  to each member entitled to vote pursuant to the provisions of this

37-13  section, a vote of the members entitled to vote in person or by proxy

37-14  must be taken for and against the proposed amendment. A majority

37-15  of a quorum of the voting power of the members or such greater

37-16  proportion of the voting power of members as may be required in

37-17  the case of a vote by classes, as provided in subsection 3, or as may

37-18  be required by the articles, must vote in favor of the amendment.

37-19     (c) Upon approval of the amendment by the directors, or if the

37-20  corporation has members entitled to vote on an amendment to the

37-21  articles, by both the directors and those members, and such other

37-22  persons or public officers, if any, as are required to do so by the

37-23  articles, [the chairman of the board or the president or vice

37-24  president, and the secretary or assistant secretary,] an officer of the

37-25  corporation must execute a certificate setting forth the amendment,

37-26  or setting forth the articles as amended, that the public officers or

37-27  other persons, if any, required by the articles have approved the

37-28  amendment, and the vote of the members and directors by which the

37-29  amendment was adopted.

37-30     (d) The certificate so executed must be filed in the Office of the

37-31  Secretary of State.

37-32     2.  Upon filing the certificate, the articles of incorporation are

37-33  amended accordingly.

37-34     3.  If any proposed amendment would alter or change any

37-35  preference or any relative or other right given to any class of

37-36  members, then the amendment must be approved by the vote, in

37-37  addition to the affirmative vote otherwise required, of the holders of

37-38  a majority of a quorum of the voting power of each class of

37-39  members affected by the amendment regardless of limitations or

37-40  restrictions on their voting power.

37-41     4.  In the case of any specified amendments, the articles may

37-42  require a larger vote of members than that required by this section.

37-43     Sec. 61.  NRS 82.451 is hereby amended to read as follows:

37-44      82.451  1.  A corporation may be dissolved and its affairs

37-45  wound up voluntarily if the board of directors adopts a resolution to

38-1  that effect and calls a meeting of the members entitled to vote to

38-2  take action upon the resolution. The resolution must also be

38-3  approved by any person or superior organization whose approval is

38-4  required by a provision of the articles authorized by NRS 82.091.

38-5  The meeting of the members must be held with due notice. If at the

38-6  meeting the members entitled to exercise a majority of all the voting

38-7  power consent by resolution to the dissolution, a certificate signed

38-8  by an officer of the corporation setting forth that the dissolution has

38-9  been approved in compliance with this section, together with a list

38-10  of the names and [residences] addresses, either residence or

38-11  business, of the [directors and officers, executed by the chairman of

38-12  the board, president or vice president, and the secretary or an

38-13  assistant secretary,] president, the secretary and the treasurer, or

38-14  the equivalent thereof, and all the directors of the corporation,

38-15  must be filed in the Office of the Secretary of State.

38-16     2.  If a corporation has no members entitled to vote upon a

38-17  resolution calling for the dissolution of the corporation, the

38-18  corporation may be dissolved and its affairs wound up voluntarily

38-19  by the board of directors if it adopts a resolution to that effect. The

38-20  resolution must also be approved by any person or superior

38-21  organization whose approval is required by a provision of the

38-22  articles authorized by NRS 82.091. A certificate setting forth that

38-23  the dissolution has been approved in compliance with this section

38-24  and a list of the officers and directors, [executed] signed as provided

38-25  in subsection 1, must be filed in the Office of the Secretary of State.

38-26     3.  Upon the dissolution of any corporation under the provisions

38-27  of this section or upon the expiration of its period of corporate

38-28  existence, the directors are the trustees of the corporation in

38-29  liquidation and in winding up the affairs of the corporation. The act

38-30  of a majority of the directors as trustees remaining in office is the

38-31  act of the directors as trustees.

38-32     Sec. 62.  NRS 82.526 is hereby amended to read as follows:

38-33      82.526  The Secretary of State may microfilm or image any

38-34  document which is filed in his office by a corporation pursuant to

38-35  this chapter and may return the original document to the

38-36  corporation.

38-37     Sec. 63.  NRS 82.531 is hereby amended to read as follows:

38-38      82.531  1.  The fee for filing articles of incorporation,

38-39  amendments to or restatements of articles of incorporation,

38-40  certificates pursuant to NRS 82.061 and 82.063 and documents for

38-41  dissolution is [$25] $50 for each document.

38-42     2.  Except as otherwise provided in NRS 82.193 and subsection

38-43  1, the fees for filing documents are those set forth in NRS 78.765 to

38-44  78.785, inclusive.

 

39-1      Sec. 64.  NRS 82.546 is hereby amended to read as follows:

39-2      82.546  1.  Any corporation which did exist or is existing

39-3  pursuant to the laws of this state may, upon complying with the

39-4  provisions of NRS 78.150 and 82.193, procure a renewal or revival

39-5  of its charter for any period, together with all the rights, franchises,

39-6  privileges and immunities, and subject to all its existing and

39-7  preexisting debts, duties and liabilities secured or imposed by its

39-8  original charter and amendments thereto, or its existing charter, by

39-9  filing:

39-10     (a) A certificate with the Secretary of State, which must set

39-11  forth:

39-12         (1) The name of the corporation, which must be the name of

39-13  the corporation at the time of the renewal or revival, or its name at

39-14  the time its original charter expired.

39-15         (2) The name and street address of the lawfully designated

39-16  resident agent of the filing corporation, and his mailing address if

39-17  different from his street address.

39-18         (3) The date when the renewal or revival of the charter is to

39-19  commence or be effective, which may be, in cases of a revival,

39-20  before the date of the certificate.

39-21         (4) Whether or not the renewal or revival is to be perpetual,

39-22  and, if not perpetual, the time for which the renewal or revival is to

39-23  continue.

39-24         (5) That the corporation desiring to renew or revive its

39-25  charter is, or has been, organized and carrying on the business

39-26  authorized by its existing or original charter and amendments

39-27  thereto, and desires to renew or continue through revival its

39-28  existence pursuant to and subject to the provisions of this chapter.

39-29     (b) A list of its president, secretary and treasurer and all of its

39-30  directors and their post office box and street addresses, either

39-31  residence or business.

39-32     2.  A corporation whose charter has not expired and is being

39-33  renewed shall cause the certificate to be signed by its president or

39-34  vice president and secretary or assistant secretary. The certificate

39-35  must be approved by a majority of the last-appointed surviving

39-36  directors.

39-37     3.  A corporation seeking to revive its original or amended

39-38  charter shall cause the certificate to be signed by its president or

39-39  vice president and secretary or assistant secretary. The execution

39-40  and filing of the certificate must be approved unanimously by the

39-41  last-appointed surviving directors of the corporation and must

39-42  contain a recital that unanimous consent was secured. The

39-43  corporation shall pay to the Secretary of State the fee required to

39-44  establish a new corporation pursuant to the provisions of this

39-45  chapter.

40-1      4.  The filed certificate, or a copy thereof which has been

40-2  certified under the hand and seal of the Secretary of State, must be

40-3  received in all courts and places as prima facie evidence of the facts

40-4  therein stated and of the existence and incorporation of the

40-5  corporation named therein.

40-6      Sec. 65.  Chapter 84 of NRS is hereby amended by adding

40-7  thereto the provisions set forth as sections 66 and 67 of this act.

40-8      Sec. 66.  1.  Each document filed with the Secretary of State

40-9  pursuant to this chapter must be on or accompanied by a form

40-10  prescribed by the Secretary of State.

40-11     2.  The Secretary of State may refuse to file a document which

40-12  does not comply with subsection 1 or which does not contain all

40-13  the information required by statute for filing the document.

40-14     3.  If the provisions of the form prescribed by the Secretary of

40-15  State conflict with the provisions of any document that is

40-16  submitted for filing with the form:

40-17     (a) The provisions of the form control for all purposes with

40-18  respect to the information that is required by statute to appear in

40-19  the document in order for the document to be filed; and

40-20     (b) Unless otherwise provided in the document, the provisions

40-21  of the document control in every other situation.

40-22     4.  The Secretary of State may by regulation provide for the

40-23  electronic filing of documents with the Office of the Secretary of

40-24  State.

40-25     Sec. 67.  1.  A corporation sole may correct a document filed

40-26  by the Secretary of State with respect to the corporation sole if the

40-27  document contains an inaccurate record of an action of the

40-28  corporation sole described in the document or was defectively

40-29  executed, attested, sealed, verified or acknowledged.

40-30     2.  To correct a document, the corporation sole must:

40-31     (a) Prepare a certificate of correction which:

40-32         (1) States the name of the corporation sole;

40-33         (2) Describes the document, including, without limitation,

40-34  its filing date;

40-35         (3) Specifies the inaccuracy or defect;

40-36         (4) Sets forth the inaccurate or defective portion of the

40-37  document in an accurate or corrected form; and

40-38         (5) Is signed by an archbishop, bishop, president, trustee in

40-39  trust, president of stake, president of congregation, overseer,

40-40  presiding elder, district superintendent or other presiding officer

40-41  or clergyman of a church, religious society or denomination, who

40-42  has been chosen, elected or appointed in conformity with the

40-43  constitution, canons, rites, regulations or discipline of the church,

40-44  religious society or denomination, and in whom is vested the legal

41-1  title to the property held for the purpose, use or benefit of the

41-2  church or religious society or denomination.

41-3      (b) Deliver the certificate to the Secretary of State for filing.

41-4      (c) Pay a filing fee of $25 to the Secretary of State.

41-5      3.  A certificate of correction is effective on the effective date

41-6  of the document it corrects except as to persons relying on the

41-7  uncorrected document and adversely affected by the correction. As

41-8  to those persons, the certificate is effective when filed.

41-9      Sec. 68.  NRS 84.090 is hereby amended to read as follows:

41-10      84.090  1.  The fee for filing articles of incorporation,

41-11  amendments to or restatements of articles of incorporation [,

41-12  certificates of reinstatement] and documents for dissolution is [$25]

41-13  $50 for each document.

41-14     2.  Except as otherwise provided in this chapter, the fees set

41-15  forth in NRS 78.785 apply to this chapter.

41-16     Sec. 69.  NRS 84.110 is hereby amended to read as follows:

41-17      84.110  1.  Every corporation sole must have a resident agent

41-18  in the manner provided in NRS 78.090 and 78.095, subsections 1 to

41-19  4, inclusive, of NRS 78.097 and NRS 78.110. The resident agent

41-20  shall comply with the provisions of those sections.

41-21     2.  A corporation sole that fails to file a certificate of acceptance

41-22  executed by the new resident agent within 30 days after the death,

41-23  resignation or removal of its former resident agent shall be deemed

41-24  in default and is subject to the provisions of NRS 84.130 and

41-25  84.140.

41-26     3.  [No] A corporation sole [may be required to file an annual

41-27  list of officers, directors and designation of resident agent.] is

41-28  subject to the provisions of NRS 78.150 to 78.185, inclusive, except

41-29  that:

41-30     (a) The fee for filing a list is $25;

41-31     (b) The penalty added for default is $50; and

41-32     (c) The fee for reinstatement is $100.

41-33     Sec. 70.  NRS 84.120 is hereby amended to read as follows:

41-34      84.120  1.  A resident agent who wishes to resign shall [file] :

41-35     (a) File with the Secretary of State a signed statement [for each

41-36  corporation sole] in the manner provided pursuant to subsection 1

41-37  of NRS 78.097 that he is unwilling to continue to act as the resident

41-38  agent of the corporation for the service of process [.] ; and

41-39     (b) Pay to the Secretary of State the filing fee set forth in

41-40  subsection 1 of NRS 78.097.

41-41  A resignation is not effective until the signed statement is filed with

41-42  the Secretary of State.

41-43     2.  The statement of resignation may contain a statement of the

41-44  affected corporation sole appointing a successor resident agent for

41-45  that corporation. A certificate of acceptance executed by the new

42-1  resident agent, stating the full name, complete street address and, if

42-2  different from the street address, mailing address of the new resident

42-3  agent, must accompany the statement appointing a successor

42-4  resident agent.

42-5      3.  Upon the filing of the statement of resignation with the

42-6  Secretary of State, the capacity of the resigning person as resident

42-7  agent terminates. If the statement of resignation contains no

42-8  statement by the corporation sole appointing a successor resident

42-9  agent, the resigning resident agent shall immediately give written

42-10  notice, by mail, to the corporation of the filing of the statement and

42-11  its effect. The notice must be addressed to the person in whom is

42-12  vested the legal title to property specified in NRS 84.020.

42-13     4.  If a resident agent dies, resigns or removes from the State,

42-14  the corporation sole, within 30 days thereafter, shall file with the

42-15  Secretary of State a certificate of acceptance executed by the new

42-16  resident agent. The certificate must set forth the full name and

42-17  complete street address of the new resident agent for the service of

42-18  process, and may have a separate mailing address, such as a post

42-19  office box, which may be different from the street address.

42-20     5.  A corporation sole that fails to file a certificate of acceptance

42-21  executed by the new resident agent within 30 days after the death,

42-22  resignation or removal of its former resident agent shall be deemed

42-23  in default and is subject to the provisions of NRS 84.130 and

42-24  84.140.

42-25     Sec. 71.  NRS 84.140 is hereby amended to read as follows:

42-26      84.140  1.  The Secretary of State shall notify, by [letter

42-27  addressed] providing written notice to its resident agent, each

42-28  corporation sole deemed in default pursuant to the provisions of this

42-29  chapter. The notice [must be accompanied by] :

42-30     (a) Must include a statement indicating the amount of the filing

42-31  fee, penalties incurred and costs remaining unpaid.

42-32     (b) At the request of the resident agent, may be provided

42-33  electronically.

42-34     2.  On the first day of the [ninth] first anniversary of the month

42-35  following the month in which the filing was required, the charter of

42-36  the corporation sole is revoked and its right to transact business is

42-37  forfeited.

42-38     3.  The Secretary of State shall compile a complete list

42-39  containing the names of all corporations sole whose right to [do]

42-40  transact business has been forfeited.

42-41     4.  The Secretary of State shall forthwith notify, by [letter

42-42  addressed] providing written notice to its resident agent, each [such]

42-43  corporation specified in subsection 3 of the forfeiture of its charter.

42-44  The written notice [must be accompanied by] :

43-1      (a) Must include a statement indicating the amount of the filing

43-2  fee, penalties incurred and costs remaining unpaid.

43-3      (b) At the request of the resident agent, may be provided

43-4  electronically.

43-5      Sec. 72.  Chapter 86 of NRS is hereby amended by adding

43-6  thereto the provisions set forth assections 73 to 82, inclusive, of this

43-7  act.

43-8      Sec. 73.  1.  At the time of submitting any list required

43-9  pursuant to NRS 86.263, a limited-liability company that meets the

43-10  criteria set forth in subsection 2 must submit:

43-11     (a) The statement required pursuant to subsection 3,

43-12  accompanied by a declaration under penalty of perjury attesting

43-13  that the statement does not contain any material misrepresentation

43-14  of fact; and

43-15     (b) A fee of $100,000, to be distributed in the manner provided

43-16  pursuant to subsection 4.

43-17     2.  A limited-liability company must submit a statement

43-18  pursuant to this section if the limited-liability company, including

43-19  its parent and all subsidiaries:

43-20     (a) Holds 25 percent or more of the share of the market within

43-21  this state for any product sold or distributed by the limited-liability

43-22  company within this state; and

43-23     (b) Has had, during the previous 5-year period, a total of five

43-24  or more investigations commenced against the limited-liability

43-25  company, its parent or its subsidiaries in any jurisdiction within

43-26  the United States, including all state and federal investigations:

43-27         (1) Which concern any alleged contract, combination or

43-28  conspiracy in restraint of trade, as described in subsection 1 of

43-29  NRS 598A.060, or which concern similar activities prohibited by a

43-30  substantially similar law of another jurisdiction; and

43-31         (2) Which resulted in the limited-liability company being

43-32  fined or otherwise penalized or which resulted in the limited-

43-33  liability company being required to divest any holdings or being

43-34  unable to acquire any holdings as a condition for the settlement,

43-35  dismissal or resolution of those investigations.

43-36     3.  A limited-liability company that meets the criteria set forth

43-37  in subsection 2 shall submit a statement which includes the

43-38  following information with respect to each investigation:

43-39      (a) The jurisdiction in which the investigation was commenced.

43-40     (b) A summary of the nature of the investigation and the facts

43-41  and circumstances surrounding the investigation.

43-42     (c) If the investigation resulted in criminal or civil litigation, a

43-43  copy of all pleadings filed in the investigation by any party to the

43-44  litigation.

44-1      (d) A summary of the outcome of the investigation, including

44-2  specific information concerning whether any fine or penalty was

44-3  imposed against the limited-liability company and whether the

44-4  limited-liability company was required to divest any holdings or

44-5  was unable to acquire any holdings as a condition for the

44-6  settlement, dismissal or resolution of the investigation.

44-7      4.  The fee collected pursuant to subsection 1 must be

44-8  deposited in the Attorney General’s Administration Budget

44-9  Account and used solely for the purpose of investigating any

44-10  alleged contract, combination or conspiracy in restraint of trade,

44-11  as described in subsection 1 of NRS 598A.060.

44-12     Sec. 74.  1.  Each document filed with the Secretary of State

44-13  pursuant to this chapter must be on or accompanied by a form

44-14  prescribed by the Secretary of State.

44-15     2.  The Secretary of State may refuse to file a document which

44-16  does not comply with subsection 1 or which does not contain all of

44-17  the information required by statute for filing the document.

44-18     3.  If the provisions of the form prescribed by the Secretary of

44-19  State conflict with the provisions of any document that is

44-20  submitted for filing with the form:

44-21     (a) The provisions of the form control for all purposes with

44-22  respect to the information that is required by statute to appear in

44-23  the document in order for the document to be filed; and

44-24     (b) Unless otherwise provided in the document, the provisions

44-25  of the document control in every other situation.

44-26     4.  The Secretary of State may by regulation provide for the

44-27  electronic filing of documents with the Office of the Secretary of

44-28  State.

44-29     Sec. 75.  1.  Each foreign limited-liability company doing

44-30  business in this state shall, on or before the last day of the first

44-31  month after the filing of its application for registration as a

44-32  foreign limited-liability company with the Secretary of State, and

44-33  annually thereafter on or before the last day of the month in

44-34  which the anniversary date of its qualification to do business in

44-35  this state occurs in each year, file with the Secretary of State a list

44-36  on a form furnished by him that contains:

44-37     (a) The name of the foreign limited-liability company;

44-38     (b) The file number of the foreign limited-liability company, if

44-39  known;

44-40     (c) The names and titles of all its managers or, if there is no

44-41  manager, all of its managing members;

44-42     (d) The address, either residence or business, of each manager

44-43  or managing member listed pursuant to paragraph (c);

44-44     (e) The name and address of its lawfully designated resident

44-45  agent in this state; and

45-1      (f) The signature of a manager or managing member of the

45-2  foreign limited-liability company certifying that the list is true,

45-3  complete and accurate.

45-4      2.  Each list filed pursuant to this section must be

45-5  accompanied by a declaration under penalty of perjury that the

45-6  foreign limited-liability company:

45-7      (a) Has complied with the provisions of chapter 364A of NRS;

45-8  and

45-9      (b) Acknowledges that pursuant to NRS 239.330, it is a

45-10  category C felony to knowingly offer any false or forged

45-11  instrument for filing with the Office of the Secretary of State.

45-12     3.  Upon filing:

45-13     (a) The initial list required by this section, the foreign limited-

45-14  liability company shall pay to the Secretary of State a fee of $125.

45-15     (b) Each annual list required by this section, the foreign

45-16  limited-liability company shall pay to the Secretary of State a fee

45-17  of $125.

45-18     4.  If a manager or managing member of a foreign limited-

45-19  liability company resigns and the resignation is not made in

45-20  conjunction with the filing of an annual or amended list of

45-21  managers and managing members, the foreign limited-liability

45-22  company shall pay to the Secretary of State a fee of $75 to file the

45-23  resignation of the manager or managing member.

45-24     5.  The Secretary of State shall, 60 days before the last day for

45-25  filing each annual list required by this section, cause to be mailed

45-26  to each foreign limited-liability company which is required to

45-27  comply with the provisions of sections 75 to 82, inclusive, of this

45-28  act, and which has not become delinquent, the blank forms to be

45-29  completed and filed with him. Failure of any foreign limited-

45-30  liability company to receive the forms does not excuse it from the

45-31  penalty imposed by the provisions of sections 75 to 82, inclusive, of

45-32  this act.

45-33     6.  If the list to be filed pursuant to the provisions of

45-34  subsection 1 is defective or the fee required by subsection 3 is not

45-35  paid, the Secretary of State may return the list for correction or

45-36  payment.

45-37     7.  An annual list for a foreign limited-liability company not

45-38  in default which is received by the Secretary of State more than 90

45-39  days before its due date must be deemed an amended list for the

45-40  previous year and does not satisfy the requirements of this section

45-41  for the year to which the due date is applicable.

45-42     Sec. 76.  1.  At the time of submitting any list required

45-43  pursuant to section 75 of this act, a foreign limited-liability

45-44  company that meets the criteria set forth in subsection 2 must

45-45  submit:

46-1      (a) The statement required pursuant to subsection 3,

46-2  accompanied by a declaration under penalty of perjury attesting

46-3  that the statement does not contain any material misrepresentation

46-4  of fact; and

46-5      (b) A fee of $100,000, to be distributed in the manner provided

46-6  pursuant to subsection 4.

46-7      2.  A foreign limited-liability company must submit a

46-8  statement pursuant to this section if the foreign limited-liability

46-9  company, including its parent and all subsidiaries:

46-10     (a) Holds 25 percent or more of the share of the market within

46-11  this state for any product sold or distributed by the foreign limited-

46-12  liability company within this state; and

46-13     (b) Has had, during the previous 5-year period, a total of five

46-14  or more investigations commenced against the foreign limited-

46-15  liability company, its parent or its subsidiaries in any jurisdiction

46-16  within the United States, including all state and federal

46-17  investigations:

46-18         (1) Which concern any alleged contract, combination or

46-19  conspiracy in restraint of trade, as described in subsection 1 of

46-20  NRS 598A.060, or which concern similar activities prohibited by a

46-21  substantially similar law of another jurisdiction; and

46-22         (2) Which resulted in the foreign limited-liability company

46-23  being fined or otherwise penalized or which resulted in the foreign

46-24  limited-liability company being required to divest any holdings or

46-25  being unable to acquire any holdings as a condition for the

46-26  settlement, dismissal or resolution of those investigations.

46-27     3.  A foreign limited-liability company that meets the criteria

46-28  set forth in subsection 2 shall submit a statement which includes

46-29  the following information with respect to each investigation:

46-30      (a) The jurisdiction in which the investigation was commenced.

46-31     (b) A summary of the nature of the investigation and the facts

46-32  and circumstances surrounding the investigation.

46-33     (c) If the investigation resulted in criminal or civil litigation, a

46-34  copy of all pleadings filed in the investigation by any party to the

46-35  litigation.

46-36     (d) A summary of the outcome of the investigation, including

46-37  specific information concerning whether any fine or penalty was

46-38  imposed against the foreign limited-liability company and whether

46-39  the foreign limited-liability company was required to divest any

46-40  holdings or was unable to acquire any holdings as a condition for

46-41  the settlement, dismissal or resolution of the investigation.

46-42     4.  The fee collected pursuant to subsection 1 must be

46-43  deposited in the Attorney General’s Administration Budget

46-44  Account and used solely for the purpose of investigating any

47-1  alleged contract, combination or conspiracy in restraint of trade,

47-2  as described in subsection 1 of NRS 598A.060.

47-3      Sec. 77.  If a foreign limited-liability company has filed the

47-4  initial or annual list in compliance with section 75 of this act and

47-5  has paid the appropriate fee for the filing, the cancelled check or

47-6  other proof of payment received by the foreign limited-liability

47-7  company constitutes a certificate authorizing it to transact its

47-8  business within this state until the last day of the month in which

47-9  the anniversary of its qualification to transact business occurs in

47-10  the next succeeding calendar year.

47-11     Sec. 78.  1.  Each list required to be filed under the

47-12  provisions of sections 75 to 82, inclusive, of this act must, after the

47-13  name of each manager or, if there is no manager, each of its

47-14  managing members listed thereon, set forth the address, either

47-15  residence or business, of each manager or managing member.

47-16     2.  If the addresses are not stated for each person on any list

47-17  offered for filing, the Secretary of State may refuse to file the list,

47-18  and the foreign limited-liability company for which the list has

47-19  been offered for filing is subject to all the provisions of sections 75

47-20  to 82, inclusive, of this act relating to failure to file the list within

47-21  or at the times therein specified, unless a list is subsequently

47-22  submitted for filing which conforms to the provisions of this

47-23  section.

47-24     Sec. 79.  1.  Each foreign limited-liability company required

47-25  to make a filing and pay the fee prescribed in sections 75 to 82,

47-26  inclusive, of this act which refuses or neglects to do so within the

47-27  time provided is in default.

47-28     2.  For default there must be added to the amount of the fee a

47-29  penalty of $50, and unless the filing is made and the fee and

47-30  penalty are paid on or before the last day of the month in which

47-31  the anniversary date of the foreign limited-liability company

47-32  occurs, the defaulting foreign limited-liability company by reason

47-33  of its default forfeits its right to transact any business within this

47-34  state. The fee and penalty must be collected as provided in this

47-35  chapter.

47-36     Sec. 80.  1.  The Secretary of State shall notify, by providing

47-37  written notice to its resident agent, each foreign limited-liability

47-38  company deemed in default pursuant to section 79 of this act. The

47-39  written notice:

47-40     (a) Must include a statement indicating the amount of the

47-41  filing fee, penalties incurred and costs remaining unpaid.

47-42     (b) At the request of the resident agent, may be provided

47-43  electronically.

47-44     2.  Immediately after the last day of the month in which the

47-45  anniversary date of its organization occurs, the Secretary of State

48-1  shall compile a complete list containing the names of all foreign

48-2  limited-liability companies whose right to transact business has

48-3  been forfeited.

48-4      3.  The Secretary of State shall notify, by providing written

48-5  notice to its resident agent, each foreign limited-liability company

48-6  specified in subsection 2 of the forfeiture of its right to transact

48-7  business. The written notice:

48-8      (a) Must include a statement indicating the amount of the

48-9  filing fee, penalties incurred and costs remaining unpaid.

48-10     (b) At the request of the resident agent, may be provided

48-11  electronically.

48-12     Sec. 81.  1.  Except as otherwise provided in subsections 3

48-13  and 4, the Secretary of State shall reinstate a foreign limited-

48-14  liability company which has forfeited or which forfeits its right to

48-15  transact business under the provisions of this chapter and shall

48-16  restore to the foreign limited-liability company its right to transact

48-17  business in this state, and to exercise its privileges and immunities,

48-18  if it:

48-19     (a) Files with the Secretary of State:

48-20         (1) The list required by section 75 of this act;

48-21         (2) The statement required by section 76 of this act, if

48-22  applicable; and

48-23         (3) A certificate of acceptance of appointment signed by its

48-24  resident agent; and

48-25     (b) Pays to the Secretary of State:

48-26         (1) The filing fee and penalty set forth in sections 75 and 79

48-27  of this act for each year or portion thereof that its right to transact

48-28  business was forfeited;

48-29         (2) The fee set forth in section 76 of this act, if applicable;

48-30  and

48-31         (3) A fee of $300 for reinstatement.

48-32     2.  When the Secretary of State reinstates the foreign limited-

48-33  liability company, he shall issue to the foreign limited-liability

48-34  company a certificate of reinstatement if the foreign limited-

48-35  liability company:

48-36     (a) Requests a certificate of reinstatement; and

48-37     (b) Pays the required fees pursuant to NRS 86.561.

48-38     3.  The Secretary of State shall not order a reinstatement

48-39  unless all delinquent fees and penalties have been paid and the

48-40  revocation of the right to transact business occurred only by

48-41  reason of failure to pay the fees and penalties.

48-42     4.  If the right of a foreign limited-liability company to

48-43  transact business in this state has been forfeited pursuant to the

48-44  provisions of this chapter and has remained forfeited for a period

48-45  of 5 consecutive years, the right must not be reinstated.

49-1      Sec. 82.  1.  Except as otherwise provided in subsection 2, if

49-2  a foreign limited-liability company applies to reinstate its

49-3  registration but its name has been legally reserved or acquired by

49-4  another artificial person formed, organized, registered or qualified

49-5  pursuant to the provisions of this title whose name is on file with

49-6  the Office of the Secretary of State or reserved in the Office of the

49-7  Secretary of State pursuant to the provisions of this title, the

49-8  foreign limited-liability company must in its application for

49-9  reinstatement submit in writing to the Secretary of State some

49-10  other name under which it desires its existence to be reinstated. If

49-11  that name is distinguishable from all other names reserved or

49-12  otherwise on file, the Secretary of State shall reinstate the foreign

49-13  limited-liability company under that new name.

49-14     2.  If the applying foreign limited-liability company submits

49-15  the written, acknowledged consent of the artificial person having a

49-16  name, or the person who has reserved a name, which is not

49-17  distinguishable from the old name of the applying foreign limited-

49-18  liability company or a new name it has submitted, it may be

49-19  reinstated under that name.

49-20     3.  For the purposes of this section, a proposed name is not

49-21  distinguishable from a name on file or reserved solely because one

49-22  or the other contains distinctive lettering, a distinctive mark, a

49-23  trademark or a trade name, or any combination thereof.

49-24     4.  The Secretary of State may adopt regulations that interpret

49-25  the requirements of this section.

49-26     Sec. 83.  NRS 86.161 is hereby amended to read as follows:

49-27      86.161  1.  The articles of organization must set forth:

49-28     (a) The name of the limited-liability company;

49-29     (b) The name and complete street address of its resident agent,

49-30  and the mailing address of the resident agent if different from the

49-31  street address;

49-32     (c) The name and [post office or street] address, either residence

49-33  or business, of each of the organizers executing the articles; and

49-34     (d) If the company is to be managed by:

49-35         (1) One or more managers, the name and [post office or

49-36  street] address, either residence or business, of each manager; or

49-37         (2) The members, the name and [post office or street]

49-38  address, either residence or business, of each member.

49-39     2.  The articles may set forth any other provision, not

49-40  inconsistent with law, which the members elect to set out in the

49-41  articles of organization for the regulation of the internal affairs of

49-42  the company, including any provisions which under this chapter are

49-43  required or permitted to be set out in the operating agreement of the

49-44  company.

49-45     3.  It is not necessary to set out in the articles of organization:

50-1      (a) The rights, if any, of the members to contract debts on behalf

50-2  of the limited-liability company; or

50-3      (b) Any of the powers enumerated in this chapter.

50-4      Sec. 84.  NRS 86.171 is hereby amended to read as follows:

50-5      86.171  1.  The name of a limited-liability company formed

50-6  under the provisions of this chapter must contain the words

50-7  “Limited-Liability Company,” “Limited Company,” or “Limited” or

50-8  the abbreviations “Ltd.,” “L.L.C.,” “L.C.,” “LLC” or “LC.” The

50-9  word “Company” may be abbreviated as “Co.”

50-10     2.  The name proposed for a limited-liability company must be

50-11  distinguishable on the records of the Secretary of State from the

50-12  names of all other artificial persons formed, organized, registered or

50-13  qualified pursuant to the provisions of this title that are on file in the

50-14  Office of the Secretary of State and all names that are reserved in

50-15  the Office of the Secretary of State pursuant to the provisions of this

50-16  title. If a proposed name is not so distinguishable, the Secretary of

50-17  State shall return the articles of organization to the organizer, unless

50-18  the written, acknowledged consent of the holder of the name on file

50-19  or reserved name to use the same name or the requested similar

50-20  name accompanies the articles of organization.

50-21     3.  For the purposes of this section and NRS 86.176, a proposed

50-22  name is not distinguishable from a name on file or reserved name

50-23  solely because one or the other contains distinctive lettering, a

50-24  distinctive mark, a trademark or a trade name, or any combination

50-25  [of these.] thereof.

50-26     4.  The name of a limited-liability company whose charter has

50-27  been revoked, which has merged and is not the surviving entity or

50-28  whose existence has otherwise terminated is available for use by any

50-29  other artificial person.

50-30     5.  The Secretary of State shall not accept for filing any articles

50-31  of organization for any limited-liability company if the name of the

50-32  limited-liability company contains the [words] word “accountant,”

50-33  “accounting,” “accountancy,” “auditor” or “auditing” unless the

50-34  Nevada State Board of Accountancy certifies that the limited-

50-35  liability company:

50-36     (a) Is registered pursuant to the provisions of chapter 628 of

50-37  NRS; or

50-38     (b) Has filed with the Nevada State Board of Accountancy

50-39  under penalty of perjury a written statement that the limited-liability

50-40  company is not engaged in the practice of accounting and is not

50-41  offering to practice accounting in this state.

50-42     6.  The Secretary of State shall not accept for filing any

50-43  articles of organization or certificate of amendment of articles of

50-44  organization of any limited-liability company formed or existing

50-45  pursuant to the laws of this state which provides that the name of

51-1  the limited-liability company contains the word “bank” or “trust”

51-2  unless:

51-3      (a) It appears from the articles of organization or the

51-4  certificate of amendment that the limited-liability company

51-5  proposes to carry on business as a banking or trust company,

51-6  exclusively or in connection with its business as a bank, savings

51-7  and loan association or thrift company; and

51-8      (b) The articles of organization or certificate of amendment is

51-9  first approved by the Commissioner of Financial Institutions.

51-10     7.  The Secretary of State shall not accept for filing any

51-11  articles of organization or certificate of amendment of articles of

51-12  organization of any limited-liability company formed or existing

51-13  pursuant to the provisions of this chapter if it appears from the

51-14  articles or the certificate of amendment that the business to be

51-15  carried on by the limited-liability company is subject to

51-16  supervision by the Commissioner of Insurance or by the

51-17  Commissioner of Financial Institutions unless the articles or

51-18  certificate of amendment is approved by the Commissioner who

51-19  will supervise the business of the foreign limited-liability company.

51-20     8.  Except as otherwise provided in subsection 7, the Secretary

51-21  of State shall not accept for filing any articles of organization or

51-22  certificate of amendment of articles of organization of any limited-

51-23  liability company formed or existing pursuant to the laws of this

51-24  state which provides that the name of the limited-liability company

51-25  contains the words “engineer,” “engineered,” “engineering,”

51-26  “professional engineer,” “registered engineer” or “licensed

51-27  engineer” unless:

51-28     (a) The State Board of Professional Engineers and Land

51-29  Surveyors certifies that the principals of the limited-liability

51-30  company are licensed to practice engineering pursuant to the laws

51-31  of this state; or

51-32     (b) The State Board of Professional Engineers and Land

51-33  Surveyors certifies that the limited-liability company is exempt

51-34  from the prohibitions of NRS 625.520.

51-35     9.  The Secretary of State may adopt regulations that interpret

51-36  the requirements of this section.

51-37     Sec. 85.  NRS 86.221 is hereby amended to read as follows:

51-38      86.221  1.  The articles of organization of a limited-liability

51-39  company may be amended for any purpose, not inconsistent with

51-40  law, as determined by all of the members or permitted by the articles

51-41  or an operating agreement.

51-42     2.  An amendment must be made in the form of a certificate

51-43  setting forth:

51-44     (a) The name of the limited-liability company;

52-1      (b) Whether the limited-liability company is managed by [one or

52-2  more] managers or members; and

52-3      (c) The amendment to the articles of organization.

52-4      3.  The certificate of amendment must be signed by a manager

52-5  of the company or, if management is not vested in a manager, by a

52-6  member.

52-7      4.  Restated articles of organization may be executed and filed

52-8  in the same manner as a certificate of amendment. If the certificate

52-9  alters or amends the articles in any manner, it must be accompanied

52-10  by:

52-11     (a) A resolution; or

52-12     (b) A form prescribed by the Secretary of State,

52-13  setting forth which provisions of the articles of organization on file

52-14  with the Secretary of State are being altered or amended.

52-15     Sec. 86.  NRS 86.226 is hereby amended to read as follows:

52-16      86.226  1.  A signed certificate of amendment, or a certified

52-17  copy of a judicial decree of amendment, must be filed with the

52-18  Secretary of State. A person who executes a certificate as an agent,

52-19  officer or fiduciary of the limited-liability company need not exhibit

52-20  evidence of his authority as a prerequisite to filing. Unless the

52-21  Secretary of State finds that a certificate does not conform to law,

52-22  upon his receipt of all required filing fees he shall file the certificate.

52-23     2.  A certificate of amendment or judicial decree of amendment

52-24  is effective upon filing with the Secretary of State or upon a later

52-25  date specified in the certificate or judicial decree, which must not be

52-26  more than 90 days after the certificate or judicial decree is filed.

52-27     3.  If a certificate specifies an effective date and if the

52-28  resolution of the members approving the proposed amendment

52-29  provides that one or more managers or, if management is not vested

52-30  in a manager, one or more members may abandon the proposed

52-31  amendment, then those managers or members may terminate the

52-32  effectiveness of the certificate by filing a certificate of termination

52-33  with the Secretary of State that:

52-34     (a) Is filed before the effective date specified in the certificate or

52-35  judicial decree filed pursuant to subsection 1;

52-36     (b) Identifies the certificate being terminated;

52-37     (c) States that, pursuant to the resolution of the members, the

52-38  manager of the company or, if management is not vested in a

52-39  manager, a designated member is authorized to terminate the

52-40  effectiveness of the certificate;

52-41     (d) States that the effectiveness of the certificate has been

52-42  terminated;

52-43     (e) Is signed by a manager of the company or, if management is

52-44  not vested in a manager, a designated member; and

52-45     (f) Is accompanied by a filing fee of [$150.] $175.

53-1      Sec. 87.  NRS 86.235 is hereby amended to read as follows:

53-2      86.235  1.  If a limited-liability company formed pursuant to

53-3  this chapter desires to change its resident agent, the change may be

53-4  effected by filing with the Secretary of State a certificate of change

53-5  of resident agent signed by a manager of the company or, if

53-6  management is not vested in a manager, by a member, that sets

53-7  forth:

53-8      (a) The name of the limited-liability company;

53-9      (b) The name and street address of its present resident agent; and

53-10     (c) The name and street address of the new resident agent.

53-11     2.  The new resident agent’s certificate of acceptance must be a

53-12  part of or attached to the certificate of change [.

53-13     3.  The] of resident agent.

53-14     3.  If the name of a resident agent is changed as a result of a

53-15  merger, conversion, exchange, sale, reorganization or

53-16  amendment, the resident agent shall:

53-17     (a) File with the Secretary of State a certificate of name

53-18  change of resident agent that includes:

53-19         (1) The current name of the resident agent as filed with the

53-20  Secretary of State;

53-21         (2) The new name of the resident agent; and

53-22         (3) The name and file number of each artificial person

53-23  formed, organized, registered or qualified pursuant to the

53-24  provisions of this title that the resident agent represents; and

53-25     (b) Pay to the Secretary of State a filing fee of $100.

53-26     4.  A change authorized by this section becomes effective upon

53-27  the filing of the proper certificate of change.

53-28     Sec. 88.  NRS 86.251 is hereby amended to read as follows:

53-29      86.251  1.  A resident agent who desires to resign shall [file] :

53-30     (a) File with the Secretary of State a signed statement [for each

53-31  limited-liability company] in the manner provided pursuant to

53-32  subsection 1 of NRS 78.097 that he is unwilling to continue to act

53-33  as the resident agent of the limited-liability company for the service

53-34  of process [.] ; and

53-35     (b) Pay to the Secretary of State the filing fee set forth in

53-36  subsection 1 of NRS 78.097.

53-37  A resignation is not effective until the signed statement is filed with

53-38  the Secretary of State.

53-39     2.  The statement of resignation may contain a statement of the

53-40  affected limited-liability company appointing a successor resident

53-41  agent for that limited-liability company, giving the agent’s full

53-42  name, street address for the service of process, and mailing address

53-43  if different from the street address. A certificate of acceptance

53-44  executed by the new resident agent must accompany the statement

53-45  appointing a successor resident agent.

54-1      3.  Upon the filing of the statement of resignation with the

54-2  Secretary of State the capacity of the resigning person as resident

54-3  agent terminates. If the statement of resignation contains no

54-4  statement by the limited-liability company appointing a successor

54-5  resident agent, the resigning agent shall immediately give written

54-6  notice, by mail, to the limited-liability company of the filing of the

54-7  statement and its effect. The notice must be addressed to any

54-8  manager or, if none, to any member, of the limited-liability

54-9  company other than the resident agent.

54-10     4.  If a resident agent dies, resigns or moves from the State, the

54-11  limited-liability company, within 30 days thereafter, shall file with

54-12  the Secretary of State a certificate of acceptance executed by the

54-13  new resident agent. The certificate must set forth the name,

54-14  complete street address and mailing address, if different from the

54-15  street address, of the new resident agent.

54-16     5.  Each limited-liability company which fails to file a

54-17  certificate of acceptance executed by the new resident agent within

54-18  30 days after the death, resignation or removal of its resident agent

54-19  as provided in subsection 4, shall be deemed in default and is

54-20  subject to the provisions of NRS 86.272 and 86.274.

54-21     Sec. 89.  NRS 86.263 is hereby amended to read as follows:

54-22      86.263  1.  A limited-liability company shall, on or before the

54-23  [first] last day of the [second] first month after the filing of its

54-24  articles of organization with the Secretary of State, file with the

54-25  Secretary of State, on a form furnished by him, a list that contains:

54-26     (a) The name of the limited-liability company;

54-27     (b) The file number of the limited-liability company, if known;

54-28     (c) The names and titles of all of its managers or, if there is no

54-29  manager, all of its managing members;

54-30     (d) The [mailing or street] address, either residence or business,

54-31  of each manager or managing member listed, following the name of

54-32  the manager or managing member;

54-33     (e) The name and [street] address of the lawfully designated

54-34  resident agent of the limited-liability company; and

54-35     (f) The signature of a manager or managing member of the

54-36  limited-liability company certifying that the list is true, complete

54-37  and accurate.

54-38     2.  The limited-liability company shall annually thereafter, on

54-39  or before the last day of the month in which the anniversary date of

54-40  its organization occurs, file with the Secretary of State, on a form

54-41  furnished by him, an amended list containing all of the information

54-42  required in subsection 1. [If the limited-liability company has had no

54-43  changes in its managers or, if there is no manager, its managing

54-44  members, since its previous list was filed, no amended list need be

54-45  filed if a manager or managing member of the limited-liability

55-1  company certifies to the Secretary of State as a true and accurate

55-2  statement that no changes in the managers or managing members

55-3  have occurred.]

55-4      3.  Each list required by [subsection 1 and each list or

55-5  certification required by subsection] subsections 1 and 2 must be

55-6  accompanied by a declaration under penalty of perjury that the

55-7  limited-liability company [has] :

55-8      (a) Has complied with the provisions of chapter 364A of NRS

55-9  [.] ; and

55-10     (b) Acknowledges that pursuant to NRS 239.330, it is a

55-11  category C felony to knowingly offer any false or forged

55-12  instrument for filing in the Office of the Secretary of State.

55-13     4.  Upon filing:

55-14     (a) The initial list required by subsection 1, the limited-liability

55-15  company shall pay to the Secretary of State a fee of [$165.] $125.

55-16     (b) Each annual list required by subsection 2 , [or certifying that

55-17  no changes have occurred,] the limited-liability company shall pay

55-18  to the Secretary of State a fee of [$85.] $125.

55-19     5.  If a manager or managing member of a limited-liability

55-20  company resigns and the resignation is not made in conjunction

55-21  with the filing of an annual or amended list of managers and

55-22  managing members, the limited-liability company shall pay to the

55-23  Secretary of State a fee of $75 to file the resignation of the

55-24  manager or managing member.

55-25     6.  The Secretary of State shall, 60 days before the last day for

55-26  filing each list required by subsection 2, cause to be mailed to each

55-27  limited-liability company which is required to comply with the

55-28  provisions of this section, and which has not become delinquent, a

55-29  notice of the fee due under subsection 4 and a reminder to file a list

55-30  required by subsection 2 . [or a certification of no change.] Failure

55-31  of any company to receive a notice or form does not excuse it from

55-32  the penalty imposed by law.

55-33     [6.] 7.  If the list to be filed pursuant to the provisions of

55-34  subsection 1 or 2 is defective or the fee required by subsection 4 is

55-35  not paid, the Secretary of State may return the list for correction or

55-36  payment.

55-37     [7.] 8.  An annual list for a limited-liability company not in

55-38  default received by the Secretary of State more than [60] 90 days

55-39  before its due date shall be deemed an amended list for the previous

55-40  year.

55-41     Sec. 90.  NRS 86.266 is hereby amended to read as follows:

55-42      86.266  If a limited-liability company has filed the initial or

55-43  annual list in compliance with NRS 86.263 and has paid the

55-44  appropriate fee for the filing, the cancelled check or other proof of

55-45  payment received by the limited-liability company constitutes a

56-1  certificate authorizing it to transact its business within this state until

56-2  the last day of the month in which the anniversary of its formation

56-3  occurs in the next succeeding calendar year. [If the company desires

56-4  a formal certificate upon its payment of the annual fee, its payment

56-5  must be accompanied by a self-addressed, stamped envelope.]

56-6      Sec. 91.  NRS 86.269 is hereby amended to read as follows:

56-7      86.269  1.  [Every] Each list required to be filed under the

56-8  provisions of NRS 86.263 must, after the name of each manager and

56-9  member listed thereon, set forth the [post office box or street]

56-10  address, either residence or business, of each manager or member.

56-11     2.  If the addresses are not stated for each person on any list

56-12  offered for filing, the Secretary of State may refuse to file the list,

56-13  and the limited-liability company for which the list has been offered

56-14  for filing is subject to the provisions of NRS 86.272 and 86.274

56-15  relating to failure to file the list within or at the times therein

56-16  specified, unless a list is subsequently submitted for filing which

56-17  conforms to the provisions of this section.

56-18     Sec. 92.  NRS 86.272 is hereby amended to read as follows:

56-19      86.272  1.  Each limited-liability company which is required

56-20  to make a filing and pay the fee prescribed in NRS 86.263 and

56-21  section 73 of this act and which refuses or neglects to do so within

56-22  the time provided is in default.

56-23     2.  For default there must be added to the amount of the fee a

56-24  penalty of [$50.] $75. The fee and penalty must be collected as

56-25  provided in this chapter.

56-26     Sec. 93.  NRS 86.274 is hereby amended to read as follows:

56-27      86.274  1.  The Secretary of State shall notify, by [letter

56-28  addressed] providing written notice to its resident agent, each

56-29  limited-liability company deemed in default pursuant to the

56-30  provisions of this chapter. The written notice [must be accompanied

56-31  by] :

56-32     (a) Must include a statement indicating the amount of the filing

56-33  fee, penalties incurred and costs remaining unpaid.

56-34     (b) At the request of the resident agent, may be provided

56-35  electronically.

56-36     2.  On the first day of the first anniversary of the month

56-37  following the month in which the filing was required, the charter of

56-38  the company is revoked and its right to transact business is forfeited.

56-39     3.  The Secretary of State shall compile a complete list

56-40  containing the names of all limited-liability companies whose right

56-41  to [do] transact business has been forfeited.

56-42     4.  The Secretary of State shall forthwith notify [each limited-

56-43  liability company by letter addressed] , by providing written notice

56-44  to its resident agent , each limited-liability company specified in

57-1  subsection 3 of the forfeiture of its charter. The written notice [must

57-2  be accompanied by] :

57-3      (a) Must include a statement indicating the amount of the filing

57-4  fee, penalties incurred and costs remaining unpaid.

57-5      [4.] (b) At the request of the resident agent, may be provided

57-6  electronically.

57-7      5.  If the charter of a limited-liability company is revoked and

57-8  the right to transact business is forfeited, all of the property and

57-9  assets of the defaulting company must be held in trust by the

57-10  managers or, if none, by the members of the company, and the same

57-11  proceedings may be had with respect to its property and assets as

57-12  apply to the dissolution of a limited-liability company pursuant to

57-13  NRS 86.505 and 86.521. Any person interested may institute

57-14  proceedings at any time after a forfeiture has been declared, but if

57-15  the Secretary of State reinstates the charter , the proceedings must

57-16  be dismissed and all property restored to the company.

57-17     [5.] 6.  If the assets are distributed , they must be applied in the

57-18  following manner:

57-19     (a) To the payment of the filing fee, penalties incurred and costs

57-20  due to the State; and

57-21     (b) To the payment of the creditors of the company.

57-22  Any balance remaining must be distributed among the members as

57-23  provided in subsection 1 of NRS 86.521.

57-24     Sec. 94.  NRS 86.276 is hereby amended to read as follows:

57-25      86.276  1.  Except as otherwise provided in subsections 3 and

57-26  4, the Secretary of State shall reinstate any limited-liability company

57-27  which has forfeited or which forfeits its right to transact business

57-28  pursuant to the provisions of this chapter and shall restore to the

57-29  company its right to carry on business in this state, and to exercise

57-30  its privileges and immunities, if it:

57-31     (a) Files with the Secretary of State [the] :

57-32         (1) The list required by NRS 86.263;

57-33         (2) The statement required by section 73 of this act, if

57-34  applicable; and

57-35         (3) A certificate of acceptance of appointment signed by its

57-36  resident agent; and

57-37     (b) Pays to the Secretary of State:

57-38         (1) The filing fee and penalty set forth in NRS 86.263 and

57-39  86.272 for each year or portion thereof during which it failed to file

57-40  in a timely manner each required annual list; [and]

57-41         (2) The fee set forth in section 73 of this act, if applicable;

57-42  and

57-43         (3) A fee of [$200] $300 for reinstatement.

57-44     2.  When the Secretary of State reinstates the limited-liability

57-45  company, he shall[:

58-1      (a) Immediately issue and deliver to the company a certificate of

58-2  reinstatement authorizing it to transact business as if the filing fee

58-3  had been paid when due; and

58-4      (b) Upon demand,] issue to the company [one or more certified

58-5  copies of the] a certificate of reinstatement [.]if the limited-liability

58-6  company:

58-7      (a) Requests a certificate of reinstatement; and

58-8      (b) Pays the required fees pursuant to NRS 86.561.

58-9      3.  The Secretary of State shall not order a reinstatement unless

58-10  all delinquent fees and penalties have been paid, and the revocation

58-11  of the charter occurred only by reason of failure to pay the fees and

58-12  penalties.

58-13     4.  If a company’s charter has been revoked pursuant to the

58-14  provisions of this chapter and has remained revoked for a period of

58-15  5 consecutive years, the charter must not be reinstated.

58-16     Sec. 95.  NRS 86.278 is hereby amended to read as follows:

58-17      86.278  1.  Except as otherwise provided in subsection 2, if a

58-18  limited-liability company applies to reinstate its charter but its name

58-19  has been legally acquired or reserved by any other artificial person

58-20  formed, organized, registered or qualified pursuant to the provisions

58-21  of this title whose name is on file with the Office of the Secretary of

58-22  State or reserved in the Office of the Secretary of State pursuant to

58-23  the provisions of this title, the company shall submit in writing to

58-24  the Secretary of State some other name under which it desires its

58-25  existence to be reinstated. If that name is distinguishable from all

58-26  other names reserved or otherwise on file, the Secretary of State

58-27  shall [issue to the applying] reinstate the limited-liability company

58-28  [a certificate of reinstatement] under that new name.

58-29     2.  If the applying limited-liability company submits the

58-30  written, acknowledged consent of the artificial person having the

58-31  name, or the person reserving the name, which is not distinguishable

58-32  from the old name of the applying company or a new name it has

58-33  submitted, it may be reinstated under that name.

58-34     3.  For the purposes of this section, a proposed name is not

58-35  distinguishable from a name on file or reserved name solely because

58-36  one or the other contains distinctive lettering, a distinctive mark, a

58-37  trademark or a trade name or any combination of these.

58-38     4.  The Secretary of State may adopt regulations that interpret

58-39  the requirements of this section.

58-40     Sec. 96.  NRS 86.401 is hereby amended to read as follows:

58-41      86.401  1.  On application to a court of competent jurisdiction

58-42  by a judgment creditor of a member, the court may charge the

58-43  member’s interest with payment of the unsatisfied amount of the

58-44  judgment with interest. To the extent so charged, the judgment

58-45  creditor has only the rights of an assignee of the member’s interest.

59-1      2.  [The court may appoint a receiver of the share of the

59-2  distributions due or to become due to the judgment debtor in respect

59-3  of the limited-liability company. The receiver has only the rights of

59-4  an assignee. The court may make all other orders, directions,

59-5  accounts and inquiries that the judgment debtor might have made or

59-6  which the circumstances of the case may require.

59-7      3.  A charging order constitutes a lien on the member’s interest

59-8  of the judgment debtor. The court may order a foreclosure of the

59-9  member’s interest subject to the charging order at any time. The

59-10  purchaser at the foreclosure sale has only the rights of an assignee.

59-11     4.  Unless otherwise provided in the articles of organization or

59-12  operating agreement, at any time before foreclosure, a member’s

59-13  interest charged may be redeemed:

59-14     (a) By the judgment debtor;

59-15     (b) With property other than property of the limited-liability

59-16  company, by one or more of the other members; or

59-17     (c) By the limited-liability company with the consent of all of

59-18  the members whose interests are not so charged.

59-19     5.]This section [provides] :

59-20     (a) Provides the exclusive remedy by which a judgment creditor

59-21  of a member or an assignee of a member may satisfy a judgment out

59-22  of the member’s interest of the judgment debtor.

59-23     [6.  No creditor of a member has any right to obtain possession

59-24  of, or otherwise exercise legal or equitable remedies with respect to,

59-25  the property of the limited-liability company.

59-26     7.  This section does]

59-27     (b) Does not deprive any member of the benefit of any

59-28  exemption applicable to his interest.

59-29     Sec. 97.  NRS 86.547 is hereby amended to read as follows:

59-30      86.547  1.  A foreign limited-liability company may cancel its

59-31  registration by filing with the Secretary of State a certificate of

59-32  cancellation signed by a manager of the company or, if management

59-33  is not vested in a manager, a member of the company. The

59-34  certificate, which must be accompanied by the required fees, must

59-35  set forth:

59-36     (a) The name of the foreign limited-liability company;

59-37     (b) [The date upon which its certificate of registration was filed;

59-38     (c)] The effective date of the cancellation if other than the date

59-39  of the filing of the certificate of cancellation; and

59-40     [(d)] (c) Any other information deemed necessary by the

59-41  manager of the company or, if management is not vested in a

59-42  manager, a member of the company.

59-43     2.  A cancellation pursuant to this section does not terminate the

59-44  authority of the Secretary of State to accept service of process on the

59-45  foreign limited-liability company with respect to causes of action

60-1  arising from the transaction of business in this state by the foreign

60-2  limited-liability company.

60-3      Sec. 98.  NRS 86.561 is hereby amended to read as follows:

60-4      86.561  1.  The Secretary of State shall charge and collect for:

60-5      (a) Filing the original articles of organization, or for registration

60-6  of a foreign company, [$175;] $75;

60-7      (b) Amending or restating the articles of organization, amending

60-8  the registration of a foreign company or filing a certificate of

60-9  correction, [$150;] $175;

60-10     (c) Filing the articles of dissolution of a domestic or foreign

60-11  company, [$60;] $75;

60-12     (d) Filing a statement of change of address of a records or

60-13  registered office, or change of the resident agent, [$30;] $60;

60-14     (e) Certifying articles of organization or an amendment to the

60-15  articles, in both cases where a copy is provided, [$20;] $30;

60-16     (f) Certifying an authorized printed copy of this chapter, [$20;]

60-17  $30;

60-18     (g) Reserving a name for a limited-liability company, [$20;]

60-19  $25;

60-20     (h) Filing a certificate of cancellation, [$60;] $75;

60-21     (i) Executing, filing or certifying any other document, [$40;]

60-22  $50; and

60-23     (j) Copies made at the Office of the Secretary of State, [$1] $2

60-24  per page.

60-25     2.  The Secretary of State shall charge and collect , at the time

60-26  of any service of process on him as agent for service of process of a

60-27  limited-liability company, [$10] $100 which may be recovered as

60-28  taxable costs by the party to the action causing the service to be

60-29  made if the party prevails in the action.

60-30     3.  Except as otherwise provided in this section, the fees set

60-31  forth in NRS 78.785 apply to this chapter.

60-32     Sec. 99.  NRS 86.568 is hereby amended to read as follows:

60-33      86.568  1.  A limited-liability company may correct a

60-34  document filed by the Secretary of State with respect to the limited-

60-35  liability company if the document contains an inaccurate record of a

60-36  company action described in the document or was defectively

60-37  executed, attested, sealed, verified or acknowledged.

60-38     2.  To correct a document, the limited-liability company must:

60-39     (a) Prepare a certificate of correction that:

60-40         (1) States the name of the limited-liability company;

60-41         (2) Describes the document, including, without limitation, its

60-42  filing date;

60-43         (3) Specifies the inaccuracy or defect;

60-44         (4) Sets forth the inaccurate or defective portion of the

60-45  document in an accurate or corrected form; and

61-1          (5) Is signed by a manager of the company[,] or , if

61-2  management is not vested in a manager, by a member of the

61-3  company.

61-4      (b) Deliver the certificate to the Secretary of State for filing.

61-5      (c) Pay a filing fee of [$150] $175 to the Secretary of State.

61-6      3.  A certificate of correction is effective on the effective date

61-7  of the document it corrects except as to persons relying on the

61-8  uncorrected document and adversely affected by the correction. As

61-9  to those persons, the certificate is effective when filed.

61-10     Sec. 100.  NRS 86.580 is hereby amended to read as follows:

61-11      86.580  1.  A limited-liability company which did exist or is

61-12  existing pursuant to the laws of this state may, upon complying with

61-13  the provisions of NRS 86.276, procure a renewal or revival of its

61-14  charter for any period, together with all the rights, franchises,

61-15  privileges and immunities, and subject to all its existing and

61-16  preexisting debts, duties and liabilities secured or imposed by its

61-17  original charter and amendments thereto, or existing charter, by

61-18  filing:

61-19     (a) A certificate with the Secretary of State, which must set

61-20  forth:

61-21         (1) The name of the limited-liability company, which must

61-22  be the name of the limited-liability company at the time of the

61-23  renewal or revival, or its name at the time its original charter

61-24  expired.

61-25         (2) The name of the person lawfully designated as the

61-26  resident agent of the limited-liability company, his street address for

61-27  the service of process, and his mailing address if different from his

61-28  street address.

61-29         (3) The date when the renewal or revival of the charter is to

61-30  commence or be effective, which may be, in cases of a revival,

61-31  before the date of the certificate.

61-32         (4) Whether or not the renewal or revival is to be perpetual,

61-33  and, if not perpetual, the time for which the renewal or revival is to

61-34  continue.

61-35         (5) That the limited-liability company desiring to renew or

61-36  revive its charter is, or has been, organized and carrying on the

61-37  business authorized by its existing or original charter and

61-38  amendments thereto, and desires to renew or continue through

61-39  revival its existence pursuant to and subject to the provisions of this

61-40  chapter.

61-41     (b) A list of its managers, or if there are no managers, all its

61-42  managing members and their post office box or street addresses,

61-43  either residence or business.

61-44     2.  A limited-liability company whose charter has not expired

61-45  and is being renewed shall cause the certificate to be signed by its

62-1  manager, or if there is no manager, by a person designated by its

62-2  members. The certificate must be approved by a majority in interest.

62-3      3.  A limited-liability company seeking to revive its original or

62-4  amended charter shall cause the certificate to be signed by a person

62-5  or persons designated or appointed by the members. The execution

62-6  and filing of the certificate must be approved by the written consent

62-7  of a majority in interest and must contain a recital that this consent

62-8  was secured. The limited-liability company shall pay to the

62-9  Secretary of State the fee required to establish a new limited-

62-10  liability company pursuant to the provisions of this chapter.

62-11     4.  The filed certificate, or a copy thereof which has been

62-12  certified under the hand and seal of the Secretary of State, must be

62-13  received in all courts and places as prima facie evidence of the facts

62-14  therein stated and of the existence of the limited-liability company

62-15  therein named.

62-16     Sec. 101.  Chapter 87 of NRS is hereby amended by adding

62-17  thereto the provisions set forth as sections 102 to 109, inclusive, of

62-18  this act.

62-19     Sec. 102.  1.  Each document filed with the Secretary of

62-20  State pursuant to this chapter must be on or accompanied by a

62-21  form prescribed by the Secretary of State.

62-22     2.  The Secretary of State may refuse to file a document which

62-23  does not comply with subsection 1 or which does not contain all of

62-24  the information required by statute for filing the document.

62-25     3.  If the provisions of the form prescribed by the Secretary of

62-26  State conflict with the provisions of any document that is

62-27  submitted for filing with the form:

62-28     (a) The provisions of the form control for all purposes with

62-29  respect to the information that is required by statute to appear in

62-30  the document in order for the document to be filed; and

62-31     (b) Unless otherwise provided in the document, the provisions

62-32  of the document control in every other situation.

62-33     4.  The Secretary of State may by regulation provide for the

62-34  electronic filing of documents with the Office of the Secretary of

62-35  State.

62-36     Sec. 103.  1.  Each foreign registered limited-liability

62-37  partnership doing business in this state shall, on or before the last

62-38  day of the first month after the filing of its application for

62-39  registration as a foreign registered limited-liability partnership

62-40  with the Secretary of State, and annually thereafter on or before

62-41  the last day of the month in which the anniversary date of its

62-42  qualification to do business in this state occurs in each year, file

62-43  with the Secretary of State a list, on a form furnished by him, that

62-44  contains:

63-1      (a) The name of the foreign registered limited-liability

63-2  partnership;

63-3      (b) The file number of the foreign registered limited-liability

63-4  partnership, if known;

63-5      (c) The names of all its managing partners;

63-6      (d) The address, either residence or business, of each

63-7  managing partner;

63-8      (e) The name and address of the lawfully designated resident

63-9  agent of the foreign registered limited-liability partnership; and

63-10     (f) The signature of a managing partner of the foreign

63-11  registered limited-liability partnership certifying that the list is

63-12  true, complete and accurate.

63-13     2.  Each list filed pursuant to this section must be

63-14  accompanied by a declaration under penalty of perjury that the

63-15  foreign registered limited-liability partnership:

63-16     (a) Has complied with the provisions of chapter 364A of NRS;

63-17  and

63-18     (b) Acknowledges that pursuant to NRS 239.330, it is a

63-19  category C felony to knowingly offer any false or forged

63-20  instrument for filing in the Office of the Secretary of State.

63-21     3.  Upon filing:

63-22     (a) The initial list required by this section, the foreign

63-23  registered limited-liability partnership shall pay to the Secretary of

63-24  State a fee of $125.

63-25     (b) Each annual list required by this section, the foreign

63-26  registered limited-liability partnership shall pay to the Secretary of

63-27  State a fee of $125.

63-28     4.  If a managing partner of a foreign registered limited-

63-29  liability partnership resigns and the resignation is not made in

63-30  conjunction with the filing of an annual or amended list of

63-31  managing partners, the foreign registered limited-liability

63-32  partnership shall pay to the Secretary of State a fee of $75 to file

63-33  the resignation of the managing partner.

63-34     5.  The Secretary of State shall, 60 days before the last day for

63-35  filing each annual list required by subsection 1, cause to be mailed

63-36  to each foreign registered limited-liability partnership which is

63-37  required to comply with the provisions of sections 103 to 109,

63-38  inclusive, of this act, and which has not become delinquent, the

63-39  blank forms to be completed and filed with him. Failure of any

63-40  foreign registered limited-liability partnership to receive the forms

63-41  does not excuse it from the penalty imposed by the provisions of

63-42  sections 103 to 109, inclusive, of this act.

63-43     6.  If the list to be filed pursuant to the provisions of

63-44  subsection 1 is defective or the fee required by subsection 3 is not

64-1  paid, the Secretary of State may return the list for correction or

64-2  payment.

64-3      7.  An annual list for a foreign registered limited-liability

64-4  partnership not in default which is received by the Secretary of

64-5  State more than 90 days before its due date must be deemed an

64-6  amended list for the previous year and does not satisfy the

64-7  requirements of subsection 1 for the year to which the due date is

64-8  applicable.

64-9      Sec. 104.  If a foreign registered limited-liability partnership

64-10  has filed the initial or annual list in compliance with section 103

64-11  of this act and has paid the appropriate fee for the filing, the

64-12  cancelled check or other proof of payment received by the foreign

64-13  registered limited-liability partnership constitutes a certificate

64-14  authorizing it to transact its business within this state until the last

64-15  day of the month in which the anniversary of its qualification to

64-16  transact business occurs in the next succeeding calendar year.

64-17     Sec. 105.  1.  Each list required to be filed under the

64-18  provisions of sections 103 to 109, inclusive, of this act must, after

64-19  the name of each managing partner listed thereon, set forth the

64-20  address, either residence or business, of each managing partner.

64-21     2.  If the addresses are not stated for each person on any list

64-22  offered for filing, the Secretary of State may refuse to file the list,

64-23  and the foreign registered limited-liability partnership for which

64-24  the list has been offered for filing is subject to all the provisions of

64-25  sections 103 to 109, inclusive, of this act relating to failure to file

64-26  the list within or at the times therein specified, unless a list is

64-27  subsequently submitted for filing which conforms to the provisions

64-28  of this section.

64-29     Sec. 106.  1.  Each foreign registered limited-liability

64-30  partnership required to make a filing and pay the fee prescribed in

64-31  sections 103 to 109, inclusive, of this act which refuses or neglects

64-32  to do so within the time provided is in default.

64-33     2.  For default there must be added to the amount of the fee a

64-34  penalty of $50, and unless the filing is made and the fee and

64-35  penalty are paid on or before the last day of the month in which

64-36  the anniversary date of the foreign registered limited-liability

64-37  partnership occurs, the defaulting foreign registered limited-

64-38  liability partnership by reason of its default forfeits its right to

64-39  transact any business within this state. The fee and penalty must

64-40  be collected as provided in this chapter.

64-41     Sec. 107.  1.  The Secretary of State shall notify, by

64-42  providing written notice to its resident agent, each foreign

64-43  registered limited-liability partnership deemed in default pursuant

64-44  to section 106 of this act. The written notice:

65-1      (a) Must include a statement indicating the amount of the

65-2  filing fee, penalties incurred and costs remaining unpaid.

65-3      (b) At the request of the resident agent, may be provided

65-4  electronically.

65-5      2.  Immediately after the last day of the month in which the

65-6  anniversary date of its registration occurs, the Secretary of State

65-7  shall compile a complete list containing the names of all foreign

65-8  registered limited-liability partnerships whose right to transact

65-9  business has been forfeited.

65-10     3.  The Secretary of State shall notify, by providing written

65-11  notice to its resident agent, each foreign registered limited-liability

65-12  partnership specified in subsection 2 of the forfeiture of its right to

65-13  transact business. The written notice:

65-14     (a) Must include a statement indicating the amount of the

65-15  filing fee, penalties incurred and costs remaining unpaid.

65-16     (b) At the request of the resident agent, may be provided

65-17  electronically.

65-18     Sec. 108.  1.  Except as otherwise provided in subsections 3

65-19  and 4, the Secretary of State shall reinstate a foreign registered

65-20  limited-liability partnership which has forfeited or which forfeits

65-21  its right to transact business under the provisions of this chapter

65-22  and shall restore to the foreign registered limited-liability

65-23  partnership its right to transact business in this state, and to

65-24  exercise its privileges and immunities, if it:

65-25     (a) Files with the Secretary of State:

65-26         (1) The list required by section 103 of this act; and

65-27         (2) A certificate of acceptance of appointment signed by its

65-28  resident agent; and

65-29     (b) Pays to the Secretary of State:

65-30         (1) The filing fee and penalty set forth in sections 103 and

65-31  106 of this act for each year or portion thereof that its right to

65-32  transact business was forfeited; and

65-33         (2) A fee of $300 for reinstatement.

65-34     2.  When the Secretary of State reinstates the foreign

65-35  registered limited-liability partnership, he shall issue to the foreign

65-36  registered limited-liability partnership a certificate of

65-37  reinstatement if the foreign registered limited-liability partnership:

65-38     (a) Requests a certificate of reinstatement; and

65-39     (b) Pays the required fees pursuant to NRS 87.550.

65-40     3.  The Secretary of State shall not order a reinstatement

65-41  unless all delinquent fees and penalties have been paid and the

65-42  revocation of the right to transact business occurred only by

65-43  reason of failure to pay the fees and penalties.

65-44     4.  If the right of a foreign registered limited-liability

65-45  partnership to transact business in this state has been forfeited

66-1  pursuant to the provisions of this chapter and has remained

66-2  forfeited for a period of 5 consecutive years, the right to transact

66-3  business must not be reinstated.

66-4      Sec. 109.  1.  Except as otherwise provided in subsection 2, if

66-5  a foreign registered limited-liability partnership applies to

66-6  reinstate its certificate of registration and its name has been

66-7  legally reserved or acquired by another artificial person formed,

66-8  organized, registered or qualified pursuant to the provisions of this

66-9  title whose name is on file with the Office of the Secretary of State

66-10  or reserved in the Office of the Secretary of State pursuant to the

66-11  provisions of this title, the foreign registered limited-liability

66-12  partnership must submit in writing in its application for

66-13  reinstatement to the Secretary of State some other name under

66-14  which it desires its existence to be reinstated. If that name is

66-15  distinguishable from all other names reserved or otherwise on file,

66-16  the Secretary of State shall reinstate the foreign registered limited-

66-17  liability partnership under that new name.

66-18     2.  If the applying foreign registered limited-liability

66-19  partnership submits the written, acknowledged consent of the

66-20  artificial person having a name, or the person who has reserved a

66-21  name, which is not distinguishable from the old name of the

66-22  applying foreign registered limited-liability partnership or a new

66-23  name it has submitted, it may be reinstated under that name.

66-24     3.  For the purposes of this section, a proposed name is not

66-25  distinguishable from a name on file or reserved solely because one

66-26  or the other contains distinctive lettering, a distinctive mark, a

66-27  trademark or a trade name, or any combination thereof.

66-28     4.  The Secretary of State may adopt regulations that interpret

66-29  the requirements of this section.

66-30     Sec. 110.  NRS 87.450 is hereby amended to read as follows:

66-31      87.450  1.  The name proposed for a registered limited-

66-32  liability partnership must contain the words “Limited-Liability

66-33  Partnership” or “Registered Limited-Liability Partnership” or the

66-34  abbreviation “L.L.P.” or “LLP” as the last words or letters of the

66-35  name and must be distinguishable on the records of the Secretary of

66-36  State from the names of all other artificial persons formed,

66-37  organized, registered or qualified pursuant to the provisions of this

66-38  title that are on file in the Office of the Secretary of State and all

66-39  names that are reserved in the Office of the Secretary of State

66-40  pursuant to the provisions of this title. If the name of the registered

66-41  limited-liability partnership on a certificate of registration of

66-42  limited-liability partnership submitted to the Secretary of State is not

66-43  distinguishable from a name on file or reserved name, the Secretary

66-44  of State shall return the certificate to the person who signed it unless

67-1  the written, acknowledged consent of the holder of the name on file

67-2  or reserved name to use the name accompanies the certificate.

67-3      2.  For the purposes of this section, a proposed name is not

67-4  distinguishable from a name on file or reserved name solely because

67-5  one or the other contains distinctive lettering, a distinctive mark, a

67-6  trademark or a trade name, or any combination of [these.] thereof.

67-7      3.  The Secretary of State shall not accept for filing any

67-8  certificate of registration or certificate of amendment of a

67-9  certificate of registration of any registered limited-liability

67-10  partnership formed or existing pursuant to the laws of this state

67-11  which provides that the name of the registered limited-liability

67-12  partnership contains the word “accountant,” “accounting,”

67-13  “accountancy,” “auditor” or “auditing” unless the Nevada State

67-14  Board of Accountancy certifies that the registered limited-liability

67-15  partnership:

67-16     (a) Is registered pursuant to the provisions of chapter 628 of

67-17  NRS; or

67-18     (b) Has filed with the Nevada State Board of Accountancy

67-19  under penalty of perjury a written statement that the registered

67-20  limited-liability partnership is not engaged in the practice of

67-21  accounting and is not offering to practice accounting in this state.

67-22     4.  The Secretary of State shall not accept for filing any

67-23  certificate of registration or certificate of amendment of a

67-24  certificate of registration of any registered limited-liability

67-25  partnership formed or existing pursuant to the laws of this state

67-26  which provides that the name of the registered limited-liability

67-27  partnership contains the word “bank” or “trust” unless:

67-28     (a) It appears from the certificate of registration or the

67-29  certificate of amendment that the registered limited-liability

67-30  partnership proposes to carry on business as a banking or trust

67-31  company, exclusively or in connection with its business as a bank,

67-32  savings and loan association or thrift company; and

67-33     (b) The certificate of registration or certificate of amendment

67-34  is first approved by the Commissioner of Financial Institutions.

67-35     5.  The Secretary of State shall not accept for filing any

67-36  certificate of registration or certificate of amendment of a

67-37  certificate of registration of any registered limited-liability

67-38  partnership formed or existing pursuant to the provisions of this

67-39  chapter if it appears from the certificate of registration or the

67-40  certificate of amendment that the business to be carried on by the

67-41  registered limited-liability partnership is subject to supervision by

67-42  the Commissioner of Insurance or by the Commissioner of

67-43  Financial Institutions, unless the certificate of registration or

67-44  certificate of amendment is approved by the Commissioner who

68-1  will supervise the business of the registered limited-liability

68-2  partnership.

68-3      6.  Except as otherwise provided in subsection 5, the Secretary

68-4  of State shall not accept for filing any certificate of registration or

68-5  certificate of amendment of a certificate of registration of any

68-6  registered limited-liability partnership formed or existing pursuant

68-7  to the laws of this state which provides that the name of the

68-8  registered limited-liability partnership contains the words

68-9  “engineer,” “engineered,” “engineering,” “professional

68-10  engineer,” “registered engineer” or “licensed engineer” unless:

68-11     (a) The State Board of Professional Engineers and Land

68-12  Surveyors certifies that the principals of the registered limited-

68-13  liability partnership are licensed to practice engineering pursuant

68-14  to the laws of this state; or

68-15     (b) The State Board of Professional Engineers and Land

68-16  Surveyors certifies that the registered limited-liability partnership

68-17  is exempt from the prohibitions of NRS 625.520.

68-18     7.  The Secretary of State shall not accept for filing any

68-19  certificate of registration or certificate of amendment of a

68-20  certificate of registration of any registered limited-liability

68-21  partnership formed or existing pursuant to the laws of this state

68-22  which provides that the name of the registered limited-liability

68-23  partnership contains the words “unit-owners’ association” or

68-24  “homeowners’ association” or if it appears in the certificate of

68-25  registration or certificate of amendment that the purpose of the

68-26  registered limited-liability partnership is to operate as a unit-

68-27  owners’ association pursuant to chapter 116 of NRS unless the

68-28  Administrator of the Real Estate Division of the Department of

68-29  Business and Industry certifies that the registered limited-liability

68-30  partnership has:

68-31     (a) Registered with the Ombudsman for Owners in Common-

68-32  Interest Communities pursuant to NRS 116.31158; and

68-33     (b) Paid to the Administrator of the Real Estate Division the

68-34  fees required pursuant to NRS 116.31155.

68-35     8.  The name of a registered limited-liability partnership whose

68-36  right to transact business has been forfeited, which has merged and

68-37  is not the surviving entity or whose existence has otherwise

68-38  terminated is available for use by any other artificial person.

68-39     [4.] 9.  The Secretary of State may adopt regulations that

68-40  interpret the requirements of this section.

68-41     Sec. 111.  NRS 87.455 is hereby amended to read as follows:

68-42      87.455  1.  Except as otherwise provided in subsection 2, if a

68-43  registered limited-liability partnership applies to reinstate its right to

68-44  transact business but its name has been legally acquired by any other

68-45  artificial person formed, organized, registered or qualified pursuant

69-1  to the provisions of this title whose name is on file with the Office

69-2  of the Secretary of State or reserved in the Office of the Secretary of

69-3  State pursuant to the provisions of this title, the applying registered

69-4  limited-liability partnership shall submit in writing to the Secretary

69-5  of State some other name under which it desires its right to transact

69-6  business to be reinstated. If that name is distinguishable from all

69-7  other names reserved or otherwise on file, the Secretary of State

69-8  shall [issue to the applying] reinstate the registered limited-liability

69-9  partnership [a certificate of reinstatement] under that new name.

69-10     2.  If the applying registered limited-liability partnership

69-11  submits the written, acknowledged consent of the artificial person

69-12  having the name, or the person who has reserved the name, that is

69-13  not distinguishable from the old name of the applying registered

69-14  limited-liability partnership or a new name it has submitted, it may

69-15  be reinstated under that name.

69-16     3.  For the purposes of this section, a proposed name is not

69-17  distinguishable from a name on file or reserved name solely because

69-18  one or the other contains distinctive lettering, a distinctive mark, a

69-19  trademark or a trade name, or any combination of these.

69-20     4.  The Secretary of State may adopt regulations that interpret

69-21  the requirements of this section.

69-22     Sec. 112.  NRS 87.460 is hereby amended to read as follows:

69-23      87.460  1.  A certificate of registration of a registered limited-

69-24  liability partnership may be amended by filing with the Secretary of

69-25  State a certificate of amendment. The certificate of amendment must

69-26  set forth:

69-27     (a) The name of the registered limited-liability partnership; and

69-28     (b) [The dates on which the registered limited-liability

69-29  partnership filed its original certificate of registration and any other

69-30  certificates of amendment; and

69-31     (c)] The change to the information contained in the original

69-32  certificate of registration or any other certificates of amendment.

69-33     2.  The certificate of amendment must be:

69-34     (a) Signed by a managing partner of the registered limited-

69-35  liability partnership; and

69-36     (b) Accompanied by a fee of [$150.] $175.

69-37     Sec. 113.  NRS 87.470 is hereby amended to read as follows:

69-38      87.470  The registration of a registered limited-liability

69-39  partnership is effective until:

69-40     1.  Its certificate of registration is revoked pursuant to NRS

69-41  87.520; or

69-42     2.  The registered limited-liability partnership files with the

69-43  Secretary of State a written notice of withdrawal executed by a

69-44  managing partner. The notice must be accompanied by a fee of

69-45  [$60.] $75.

70-1      Sec. 114.  NRS 87.490 is hereby amended to read as follows:

70-2      87.490  1.  If a registered limited-liability partnership wishes

70-3  to change the location of its principal office in this state or its

70-4  resident agent, it shall first file with the Secretary of State a

70-5  certificate of change of principal office or resident agent that sets

70-6  forth:

70-7      (a) The name of the registered limited-liability partnership;

70-8      (b) The street address of its principal office;

70-9      (c) If the location of its principal office will be changed, the

70-10  street address of its new principal office;

70-11     (d) The name of its resident agent; and

70-12     (e) If its resident agent will be changed, the name of its new

70-13  resident agent.

70-14  [The]

70-15     2.  A certificate of acceptance [of its] signed by the new

70-16  resident agent must accompany the certificate of change [.

70-17     2.] of resident agent.

70-18     3.  A certificate of change of principal office or resident agent

70-19  filed pursuant to this section must be:

70-20     (a) Signed by a managing partner of the registered limited-

70-21  liability partnership; and

70-22     (b) Accompanied by a fee of [$30.] $60.

70-23     4.  If the name of a resident agent is changed as a result of a

70-24  merger, conversion, exchange, sale, reorganization or

70-25  amendment, the resident agent shall:

70-26     (a) File with the Secretary of State a certificate of name

70-27  change of resident agent that includes:

70-28         (1) The current name of the resident agent as filed with the

70-29  Secretary of State;

70-30         (2) The new name of the resident agent; and

70-31         (3) The name and file number of each artificial person

70-32  formed, organized, registered or qualified pursuant to the

70-33  provisions of this title that the resident agent represents; and

70-34     (b) Pay to the Secretary of State a filing fee of $100.

70-35     5.  A change authorized by this section becomes effective upon

70-36  the filing of the proper certificate of change.

70-37     Sec. 115.  NRS 87.500 is hereby amended to read as follows:

70-38      87.500  1.  A resident agent [of a registered limited-liability

70-39  partnership] who wishes to resign shall [file] :

70-40     (a) File with the Secretary of State a signed statement in the

70-41  manner provided pursuant to subsection 1 of NRS 78.097 that he is

70-42  unwilling to continue to act as the resident agent of the registered

70-43  limited-liability partnership for the service of process [.] ; and

70-44     (b) Pay to the Secretary of State the filing fee set forth in

70-45  subsection 1 of NRS 78.097.

71-1  A resignation is not effective until the signed statement is filed with

71-2  the Secretary of State.

71-3      2.  The statement of resignation may contain a statement by the

71-4  affected registered limited-liability partnership appointing a

71-5  successor resident agent. A certificate of acceptance signed by the

71-6  new agent, stating the full name, complete street address and, if

71-7  different from the street address, the mailing address of the new

71-8  agent, must accompany the statement appointing the new resident

71-9  agent.

71-10     3.  Upon the filing of the statement with the Secretary of State,

71-11  the capacity of the person as resident agent terminates. If the

71-12  statement of resignation contains no statement by the registered

71-13  limited-liability partnership appointing a successor resident agent,

71-14  the resigning agent shall immediately give written notice, by

71-15  certified mail, to the registered limited-liability partnership of the

71-16  filing of the statement and its effect. The notice must be addressed

71-17  to a managing partner in this state.

71-18     4.  If a resident agent dies, resigns or removes himself from the

71-19  State, the registered limited-liability partnership shall, within 30

71-20  days thereafter, file with the Secretary of State a certificate of

71-21  acceptance, executed by the new resident agent. The certificate must

71-22  set forth the full name, complete street address and, if different from

71-23  the street address, the mailing address of the newly designated

71-24  resident agent.

71-25     5.  If a registered limited-liability partnership fails to file a

71-26  certificate of acceptance within the period required by [this

71-27  subsection,] subsection 4, it is in default and is subject to the

71-28  provisions of NRS 87.520.

71-29     Sec. 116.  NRS 87.510 is hereby amended to read as follows:

71-30      87.510  1.  A registered limited-liability partnership shall, on

71-31  or before the [first] last day of the [second] first month after the

71-32  filing of its certificate of registration with the Secretary of State, and

71-33  annually thereafter on or before the last day of the month in which

71-34  the anniversary date of the filing of its certificate of registration with

71-35  the Secretary of State occurs, file with the Secretary of State, on a

71-36  form furnished by him, a list that contains:

71-37     (a) The name of the registered limited-liability partnership;

71-38     (b) The file number of the registered limited-liability

71-39  partnership, if known;

71-40     (c) The names of all of its managing partners;

71-41     (d) The [mailing or street] address, either residence or business,

71-42  of each managing partner;

71-43     (e) The name and [street] address of the lawfully designated

71-44  resident agent of the registered limited-liability partnership; and

72-1      (f) The signature of a managing partner of the registered limited-

72-2  liability partnership certifying that the list is true, complete and

72-3  accurate.

72-4  Each list filed pursuant to this subsection must be accompanied by a

72-5  declaration under penalty of perjury that the registered limited-

72-6  liability partnership has complied with the provisions of chapter

72-7  364A of NRS[.] and which acknowledges that pursuant to NRS

72-8  239.330 it is a category C felony to knowingly offer any false or

72-9  forged instrument for filing in the Office of the Secretary of State.

72-10     2.  Upon filing:

72-11     (a) The initial list required by subsection 1, the registered

72-12  limited-liability partnership shall pay to the Secretary of State a fee

72-13  of [$165.] $125.

72-14     (b) Each annual list required by subsection 1, the registered

72-15  limited-liability partnership shall pay to the Secretary of State a fee

72-16  of [$85.] $125.

72-17     3.  If a managing partner of a registered limited-liability

72-18  partnership resigns and the resignation is not made in conjunction

72-19  with the filing of an annual or amended list of managing partners,

72-20  the registered limited-liability partnership shall pay to the

72-21  Secretary of State a fee of $75 to file the resignation of the

72-22  managing partner.

72-23     4.  The Secretary of State shall, at least 60 days before the last

72-24  day for filing each annual list required by subsection 1, cause to be

72-25  mailed to the registered limited-liability partnership a notice of the

72-26  fee due pursuant to subsection 2 and a reminder to file the annual

72-27  list required by subsection 1. The failure of any registered limited-

72-28  liability partnership to receive a notice or form does not excuse it

72-29  from complying with the provisions of this section.

72-30     [4.] 5.  If the list to be filed pursuant to the provisions of

72-31  subsection 1 is defective, or the fee required by subsection 2 is not

72-32  paid, the Secretary of State may return the list for correction or

72-33  payment.

72-34     [5.] 6.  An annual list that is filed by a registered limited-

72-35  liability partnership which is not in default more than [60] 90 days

72-36  before it is due shall be deemed an amended list for the previous

72-37  year and does not satisfy the requirements of subsection 1 for the

72-38  year to which the due date is applicable.

72-39     Sec. 117.  NRS 87.520 is hereby amended to read as follows:

72-40      87.520  1.  A registered limited-liability partnership that fails

72-41  to comply with the provisions of NRS 87.510 is in default.

72-42     2.  Upon notification from the Administrator of the Real

72-43  Estate Division of the Department of Business and Industry that a

72-44  registered limited-liability partnership which is a unit-owners’

72-45  association as defined in NRS 116.110315 has failed to register

73-1  pursuant to NRS 116.31158 or failed to pay the fees pursuant to

73-2  NRS 116.31155, the Secretary of State shall deem the registered

73-3  limited-liability partnership to be in default. If, after the registered

73-4  limited-liability partnership is deemed to be in default, the

73-5  Administrator notifies the Secretary of State that the registered

73-6  limited-liability partnership has registered pursuant to NRS

73-7  116.31158 and paid the fees pursuant to NRS 116.31155, the

73-8  Secretary of State shall reinstate the registered limited-liability

73-9  partnership if the registered limited-liability partnership complies

73-10  with the requirements for reinstatement as provided in this section

73-11  and NRS 87.530.

73-12     3.  Any registered limited-liability partnership that is in default

73-13  pursuant to [subsection 1] this section must, in addition to the fee

73-14  required to be paid pursuant to NRS 87.510, pay a penalty of [$50.

73-15     3.  On or before the 15th day of the third month after the month

73-16  in which the fee required to be paid pursuant to NRS 87.510 is due,

73-17  the] $75.

73-18     4.  The Secretary of State shall [notify, by certified mail,]

73-19  provide written notice to the resident agent of any registered

73-20  limited-liability partnership that is in default. The written notice

73-21  [must] :

73-22     (a) Must include the amount of any payment that is due from the

73-23  registered limited-liability partnership.

73-24     [4.] (b) At the request of the resident agent, may be provided

73-25  electronically.

73-26     5.  If a registered limited-liability partnership fails to pay the

73-27  amount that is due, the certificate of registration of the registered

73-28  limited-liability partnership shall be deemed revoked [on the first

73-29  day of the ninth month after the month in which the fee required to

73-30  be paid pursuant to NRS 87.510 was due. The] immediately after

73-31  the last day of the month in which the anniversary date of the

73-32  filing of the certificate of registration occurs, and the Secretary of

73-33  State shall notify [a] the registered limited-liability partnership, by

73-34  [certified mail, addressed] providing written notice to its resident

73-35  agent or, if the registered limited-liability partnership does not have

73-36  a resident agent, to a managing partner, that its certificate of

73-37  registration is revoked . [and] The written notice:

73-38     (a) Must include the amount of any fees and penalties incurred

73-39  that are due.

73-40     (b) At the request of the resident agent or managing partner,

73-41  may be provided electronically.

73-42     Sec. 118.  NRS 87.530 is hereby amended to read as follows:

73-43      87.530  1.  Except as otherwise provided in subsection 3, the

73-44  Secretary of State shall reinstate the certificate of registration of a

74-1  registered limited-liability partnership that is revoked pursuant to

74-2  NRS 87.520 if the registered limited-liability partnership:

74-3      (a) Files with the Secretary of State [the] :

74-4          (1) The information required by NRS 87.510; and

74-5          (2) A certificate of acceptance of appointment signed by its

74-6  resident agent; and

74-7      (b) Pays to the Secretary of State:

74-8          (1) The fee required to be paid [by that section;] pursuant to

74-9  NRS 87.510;

74-10         (2) Any penalty required to be paid pursuant to NRS 87.520;

74-11  and

74-12         (3) A reinstatement fee of [$200.

74-13     2.  Upon reinstatement of a certificate of registration pursuant

74-14  to this section,] $300.

74-15     2.  When the Secretary of State reinstates the registered

74-16  limited-liability partnership, he shall[:

74-17     (a) Deliver to the registered limited-liability partnership a

74-18  certificate of reinstatement authorizing it to transact business

74-19  retroactively from the date the fee required by NRS 87.510 was due;

74-20  and

74-21     (b) Upon request,]issue to the registered limited-liability

74-22  partnership [one or more certified copies of the] a certificate of

74-23  reinstatement [.] if the registered limited-liability partnership:

74-24     (a) Requests a certificate of reinstatement; and

74-25     (b) Pays the required fees pursuant to NRS 87.550.

74-26     3.  The Secretary of State shall not reinstate the certificate of

74-27  registration of a registered limited-liability partnership if the

74-28  certificate was revoked pursuant to [NRS 87.520] the provisions of

74-29  this chapter at least 5 years before the date of the proposed

74-30  reinstatement.

74-31     Sec. 119.  NRS 87.547 is hereby amended to read as follows:

74-32      87.547  1.  A registered limited-liability partnership may

74-33  correct a document filed by the Secretary of State with respect to the

74-34  registered limited-liability partnership if the document contains an

74-35  inaccurate record of a partnership action described in the document

74-36  or was defectively executed, attested, sealed, verified or

74-37  acknowledged.

74-38     2.  To correct a document, the registered limited-liability

74-39  partnership must:

74-40     (a) Prepare a certificate of correction that:

74-41         (1) States the name of the registered limited-liability

74-42  partnership;

74-43         (2) Describes the document, including, without limitation, its

74-44  filing date;

74-45         (3) Specifies the inaccuracy or defect;

75-1          (4) Sets forth the inaccurate or defective portion of the

75-2  document in an accurate or corrected form; and

75-3          (5) Is signed by a managing partner of the registered limited-

75-4  liability partnership.

75-5      (b) Deliver the certificate to the Secretary of State for filing.

75-6      (c) Pay a filing fee of [$150] $175 to the Secretary of State.

75-7      3.  A certificate of correction is effective on the effective date

75-8  of the document it corrects except as to persons relying on the

75-9  uncorrected document and adversely affected by the correction. As

75-10  to those persons, the certificate is effective when filed.

75-11     Sec. 120.  NRS 87.550 is hereby amended to read as follows:

75-12      87.550  In addition to any other fees required by NRS 87.440 to

75-13  87.540, inclusive, and 87.560, the Secretary of State shall charge

75-14  and collect the following fees for services rendered pursuant to

75-15  those sections:

75-16     1.  For certifying documents required by NRS 87.440 to 87.540,

75-17  inclusive, and 87.560, [$20] $30 per certification.

75-18     2.  For executing a certificate verifying the existence of a

75-19  registered limited-liability partnership, if the registered limited-

75-20  liability partnership has not filed a certificate of amendment, [$40.]

75-21  $50.

75-22     3.  For executing a certificate verifying the existence of a

75-23  registered limited-liability partnership, if the registered limited-

75-24  liability partnership has filed a certificate of amendment, [$40.] $50.

75-25     4.  For executing, certifying or filing any certificate or

75-26  document not required by NRS 87.440 to 87.540, inclusive, and

75-27  87.560, [$40.] $50.

75-28     5.  For any copies made by the Office of the Secretary of State,

75-29  [$1] $2 per page.

75-30     6.  For examining and provisionally approving any document

75-31  before the document is presented for filing, [$100.] $125.

75-32     Sec. 121.  Chapter 88 of NRS is hereby amended by adding

75-33  thereto the provisions set forth as sections 122 to 139, inclusive, of

75-34  this act.

75-35     Sec. 122.  1.  At the time of submitting any list required

75-36  pursuant to NRS 88.395, a limited partnership that meets the

75-37  criteria set forth in subsection 2 must submit:

75-38     (a) The statement required pursuant to subsection 3,

75-39  accompanied by a declaration under penalty of perjury attesting

75-40  that the statement does not contain any material misrepresentation

75-41  of fact; and

75-42     (b) A fee of $100,000, to be distributed in the manner provided

75-43  pursuant to subsection 4.

76-1      2.  A limited partnership must submit a statement pursuant to

76-2  this section if the limited partnership, including its parent and all

76-3  subsidiaries:

76-4      (a) Holds 25 percent or more of the share of the market within

76-5  this state for any product sold or distributed by the limited

76-6  partnership within this state; and

76-7      (b) Has had, during the previous 5-year period, a total of five

76-8  or more investigations commenced against the limited partnership,

76-9  its parent or its subsidiaries in any jurisdiction within the United

76-10  States, including all state and federal investigations:

76-11         (1) Which concern any alleged contract, combination or

76-12  conspiracy in restraint of trade, as described in subsection 1 of

76-13  NRS 598A.060, or which concern similar activities prohibited by a

76-14  substantially similar law of another jurisdiction; and

76-15         (2) Which resulted in the limited partnership being fined or

76-16  otherwise penalized or which resulted in the limited partnership

76-17  being required to divest any holdings or being unable to acquire

76-18  any holdings as a condition for the settlement, dismissal or

76-19  resolution of those investigations.

76-20     3.  A limited partnership that meets the criteria set forth in

76-21  subsection 2 shall submit a statement which includes the following

76-22  information with respect to each investigation:

76-23      (a) The jurisdiction in which the investigation was commenced.

76-24     (b) A summary of the nature of the investigation and the facts

76-25  and circumstances surrounding the investigation.

76-26     (c) If the investigation resulted in criminal or civil litigation, a

76-27  copy of all pleadings filed in the investigation by any party to the

76-28  litigation.

76-29     (d) A summary of the outcome of the investigation, including

76-30  specific information concerning whether any fine or penalty was

76-31  imposed against the limited partnership and whether the limited

76-32  partnership was required to divest any holdings or was unable to

76-33  acquire any holdings as a condition for the settlement, dismissal

76-34  or resolution of the investigation.

76-35     4.  The fee collected pursuant to subsection 1 must be

76-36  deposited in the Attorney General’s Administration Budget

76-37  Account and used solely for the purpose of investigating any

76-38  alleged contract, combination or conspiracy in restraint of trade,

76-39  as described in subsection 1 of NRS 598A.060.

76-40     Sec. 123.  1.  To become a registered limited-liability limited

76-41  partnership, a limited partnership shall file with the Secretary of

76-42  State a certificate of registration stating each of the following:

76-43     (a) The name of the limited partnership.

76-44     (b) The street address of its principal office.

77-1      (c) The name of the person designated as the resident agent of

77-2  the limited partnership, the street address of the resident agent

77-3  where process may be served upon the partnership and the mailing

77-4  address of the resident agent if it is different from his street

77-5  address.

77-6      (d) The name and business address of each organizer

77-7  executing the certificate.

77-8      (e) The name and business address of each initial general

77-9  partner.

77-10     (f) That the limited partnership thereafter will be a registered

77-11  limited-liability limited partnership.

77-12     (g) Any other information that the limited partnership wishes

77-13  to include.

77-14     2.  The certificate of registration must be executed by the vote

77-15  necessary to amend the partnership agreement or, in the case of a

77-16  partnership agreement that expressly considers contribution

77-17  obligations, the vote necessary to amend those provisions.

77-18     3.  The Secretary of State shall register as a registered limited-

77-19  liability limited partnership any limited partnership that submits a

77-20  completed certificate of registration with the required fee.

77-21     4.  The registration of a registered limited-liability limited

77-22  partnership is effective at the time of the filing of the certificate of

77-23  registration.

77-24     Sec. 124.  1.  The name proposed for a registered limited-

77-25  liability limited partnership must contain the words “Limited-

77-26  Liability Limited Partnership” or “Registered Limited-Liability

77-27  Limited Partnership” or the abbreviation “L.L.L.P.” or “LLLP”

77-28  as the last words or letters of the name and must be

77-29  distinguishable on the records of the Secretary of State from the

77-30  names of all other artificial persons formed, organized, registered

77-31  or qualified pursuant to the provisions of this title that are on file

77-32  in the Office of the Secretary of State and all names that are

77-33  reserved in the Office of the Secretary of State pursuant to the

77-34  provisions of this title. If the name of the registered limited-

77-35  liability limited partnership on a certificate of registration of

77-36  limited-liability limited partnership submitted to the Secretary of

77-37  State is not distinguishable from any name on file or reserved

77-38  name, the Secretary of State shall return the certificate to the

77-39  person who signed it, unless the written, acknowledged consent to

77-40  the same name of the holder of the name on file or reserved name

77-41  to use the name accompanies the certificate.

77-42     2.  The Secretary of State shall not accept for filing any

77-43  certificate of registration or any certificate of amendment of a

77-44  certificate of registration of any registered limited-liability limited

77-45  partnership formed or existing pursuant to the laws of this state

78-1  which provides that the name of the registered limited-liability

78-2  limited partnership contains the words “unit-owners’ association”

78-3  or “homeowners’ association” or if it appears in the certificate of

78-4  registration or certificate of amendment that the purpose of the

78-5  registered limited-liability limited partnership is to operate as a

78-6  unit-owners’ association pursuant to chapter 116 of NRS unless

78-7  the Administrator of the Real Estate Division of the Department of

78-8  Business and Industry certifies that the registered limited-liability

78-9  limited partnership has:

78-10     (a) Registered with the Ombudsman for Owners in Common-

78-11  Interest Communities pursuant to NRS 116.31158; and

78-12     (b) Paid to the Administrator of the Real Estate Division the

78-13  fees required pursuant to NRS 116.31155.

78-14     3.  For the purposes of this section, a proposed name is not

78-15  distinguishable from a name on file or reserved name solely

78-16  because one or the other contains distinctive lettering, a distinctive

78-17  mark, a trademark or a trade name, or any combination thereof.

78-18     4.  The name of a registered limited-liability limited

78-19  partnership whose right to transact business has been forfeited,

78-20  which has merged and is not the surviving entity or whose

78-21  existence has otherwise terminated is available for use by any

78-22  other artificial person.

78-23     5.  The Secretary of State may adopt regulations that interpret

78-24  the requirements of this section.

78-25     Sec. 125.  The registration of a registered limited-liability

78-26  limited partnership is effective until:

78-27     1.  Its certificate of registration is revoked pursuant to NRS

78-28  88.405; or

78-29     2.  The registered limited-liability limited partnership files

78-30  with the Secretary of State a written notice of withdrawal executed

78-31  by a general partner. The notice must be accompanied by a fee of

78-32  $60.

78-33     Sec. 126.  The status of a limited partnership as a registered

78-34  limited-liability limited partnership, and the liability of its

78-35  partners, are not affected by errors in the information contained

78-36  in a certificate of registration or an annual list required to be filed

78-37  with the Secretary of State, or by changes after the filing of such a

78-38  certificate or list in the information contained in the certificate or

78-39  list.

78-40     Sec. 127.  1.  Unless otherwise provided by the articles of

78-41  organization or partnership agreement, a partner of a registered

78-42  limited-liability limited partnership is not personally liable for a

78-43  debt or liability of the registered limited-liability limited

78-44  partnership unless the trier of fact determines that adherence to

79-1  the fiction of a separate entity would sanction fraud or promote a

79-2  manifest injustice.

79-3      2.  For purposes of this section, the failure of a registered

79-4  limited-liability limited partnership to observe the formalities or

79-5  requirements relating to the management of the registered limited-

79-6  liability limited partnership, in and of itself, is not sufficient to

79-7  establish grounds for imposing personal liability on a partner for a

79-8  debt or liability of the registered limited-liability limited

79-9  partnership.

79-10     Sec. 128.  All persons who assume to act on behalf of a

79-11  registered limited-liability limited partnership without the

79-12  authority to act on behalf of the registered limited-liability limited

79-13  partnership are jointly and severally liable for all debts and

79-14  liabilities of the registered limited-liability limited partnership.

79-15     Sec. 129.  To the extent permitted by the law of that

79-16  jurisdiction:

79-17     1.  A limited partnership, including a registered limited-

79-18  liability limited partnership, formed and existing under this

79-19  chapter, may conduct its business, carry on its operations, and

79-20  exercise the powers granted by this chapter in any state, territory,

79-21  district or possession of the United States or in any foreign

79-22  country.

79-23     2.  The internal affairs of a limited partnership, including a

79-24  registered limited-liability limited partnership, formed and existing

79-25  under this chapter, including the liability of partners for debts,

79-26  obligations and liabilities of or chargeable to the partnership, are

79-27  governed by the laws of this state.

79-28     Sec. 130.  The name of a foreign registered limited-liability

79-29  limited partnership that is doing business in this state must

79-30  contain the words “Limited-Liability Limited Partnership” or

79-31  “Registered Limited-Liability Limited Partnership” or the

79-32  abbreviations “L.L.L.P.” or “LLLP,” or such other words or

79-33  abbreviations as may be required or authorized by the laws of the

79-34  other jurisdiction, as the last words or letters of the name.

79-35     Sec. 131.  1.  Each document filed with the Secretary of

79-36  State pursuant to this chapter must be on or accompanied by a

79-37  form prescribed by the Secretary of State.

79-38     2.  The Secretary of State may refuse to file a document which

79-39  does not comply with subsection 1 or which does not contain all of

79-40  the information required by statute for filing the document.

79-41     3.  If the provisions of the form prescribed by the Secretary of

79-42  State conflict with the provisions of any document that is

79-43  submitted for filing with the form:

80-1      (a) The provisions of the form control for all purposes with

80-2  respect to the information that is required by statute to appear in

80-3  the document in order for the document to be filed; and

80-4      (b) Unless otherwise provided in the document, the provisions

80-5  of the document control in every other situation.

80-6      4.  The Secretary of State may by regulation provide for the

80-7  electronic filing of documents with the Office of the Secretary of

80-8  State.

80-9      Sec. 132.  1.  Each foreign limited partnership doing

80-10  business in this state shall, on or before the last day of the first

80-11  month after the filing of its application for registration as a

80-12  foreign limited partnership with the Secretary of State, and

80-13  annually thereafter on or before the last day of the month in

80-14  which the anniversary date of its qualification to do business in

80-15  this state occurs in each year, file with the Secretary of State a list,

80-16  on a form furnished by him, that contains:

80-17     (a) The name of the foreign limited partnership;

80-18     (b) The file number of the foreign limited partnership, if

80-19  known;

80-20     (c) The names of all its general partners;

80-21     (d) The address, either residence or business, of each general

80-22  partner;

80-23     (e) The name and address of its lawfully designated resident

80-24  agent in this state; and

80-25     (f) The signature of a general partner of the foreign limited

80-26  partnership certifying that the list is true, complete and accurate.

80-27     2.  Each list filed pursuant to this section must be

80-28  accompanied by a declaration under penalty of perjury that the

80-29  foreign limited partnership:

80-30     (a) Has complied with the provisions of chapter 364A of NRS;

80-31  and

80-32     (b) Acknowledges that pursuant to NRS 239.330 it is a

80-33  category C felony to knowingly offer any false or forged

80-34  instrument for filing in the Office of the Secretary of State.

80-35     3.  Upon filing:

80-36     (a) The initial list required by this section, the foreign limited

80-37  partnership shall pay to the Secretary of State a fee of $125.

80-38     (b) Each annual list required by this section, the foreign

80-39  limited partnership shall pay to the Secretary of State a fee of

80-40  $125.

80-41     4.  If a general partner of a foreign limited partnership

80-42  resigns and the resignation is not made in conjunction with the

80-43  filing of an annual or amended list of general partners, the

80-44  foreign limited partnership shall pay to the Secretary of State a fee

80-45  of $75 to file the resignation of the general partner.

81-1      5.  The Secretary of State shall, 60 days before the last day for

81-2  filing each annual list required by subsection 1, cause to be mailed

81-3  to each foreign limited partnership, which is required to comply

81-4  with the provisions of sections 132 to 139, inclusive, of this act,

81-5  and which has not become delinquent, the blank forms to be

81-6  completed and filed with him. Failure of any foreign limited

81-7  partnership to receive the forms does not excuse it from the

81-8  penalty imposed by the provisions of sections 132 to 139, inclusive,

81-9  of this act.

81-10     6.  If the list to be filed pursuant to the provisions of

81-11  subsection 1 is defective or the fee required by subsection 3 is not

81-12  paid, the Secretary of State may return the list for correction or

81-13  payment.

81-14     7.  An annual list for a foreign limited partnership not in

81-15  default which is received by the Secretary of State more than 90

81-16  days before its due date must be deemed an amended list for the

81-17  previous year and does not satisfy the requirements of subsection 1

81-18  for the year to which the due date is applicable.

81-19     Sec. 133.  1.  At the time of submitting any list required

81-20  pursuant to section 132 of this act, a foreign limited partnership

81-21  that meets the criteria set forth in subsection 2 must submit:

81-22     (a) The statement required pursuant to subsection 3,

81-23  accompanied by a declaration under penalty of perjury attesting

81-24  that the statement does not contain any material misrepresentation

81-25  of fact; and

81-26     (b) A fee of $100,000, to be distributed in the manner provided

81-27  pursuant to subsection 4.

81-28     2.  A foreign limited partnership must submit a statement

81-29  pursuant to this section if the foreign limited partnership,

81-30  including its parent and all subsidiaries:

81-31     (a) Holds 25 percent or more of the share of the market within

81-32  this state for any product sold or distributed by the foreign limited

81-33  partnership within this state; and

81-34     (b) Has had, during the previous 5-year period, a total of five

81-35  or more investigations commenced against the foreign limited

81-36  partnership, its parent or its subsidiaries in any jurisdiction within

81-37  the United States, including all state and federal investigations:

81-38         (1) Which concern any alleged contract, combination or

81-39  conspiracy in restraint of trade, as described in subsection 1 of

81-40  NRS 598A.060, or which concern similar activities prohibited by a

81-41  substantially similar law of another jurisdiction; and

81-42         (2) Which resulted in the foreign limited partnership being

81-43  fined or otherwise penalized or which resulted in the foreign

81-44  limited partnership being required to divest any holdings or being

82-1  unable to acquire any holdings as a condition for the settlement,

82-2  dismissal or resolution of those investigations.

82-3      3.  A foreign limited partnership that meets the criteria set

82-4  forth in subsection 2 shall submit a statement which includes the

82-5  following information with respect to each investigation:

82-6      (a) The jurisdiction in which the investigation was commenced.

82-7      (b) A summary of the nature of the investigation and the facts

82-8  and circumstances surrounding the investigation.

82-9      (c) If the investigation resulted in criminal or civil litigation, a

82-10  copy of all pleadings filed in the investigation by any party to the

82-11  litigation.

82-12     (d) A summary of the outcome of the investigation, including

82-13  specific information concerning whether any fine or penalty was

82-14  imposed against the foreign limited partnership and whether the

82-15  foreign limited partnership was required to divest any holdings or

82-16  was unable to acquire any holdings as a condition for the

82-17  settlement, dismissal or resolution of the investigation.

82-18     4.  The fee collected pursuant to subsection 1 must be

82-19  deposited in the Attorney General’s Administration Budget

82-20  Account and used solely for the purpose of investigating any

82-21  alleged contract, combination or conspiracy in restraint of trade,

82-22  as described in subsection 1 of NRS 598A.060.

82-23     Sec. 134.  If a foreign limited partnership has filed the initial

82-24  or annual list in compliance with section 132 of this act and has

82-25  paid the appropriate fee for the filing, the cancelled check or other

82-26  proof of payment received by the foreign limited partnership

82-27  constitutes a certificate authorizing it to transact its business

82-28  within this state until the last day of the month in which the

82-29  anniversary of its qualification to transact business occurs in the

82-30  next succeeding calendar year.

82-31     Sec. 135.  1.  Each list required to be filed under the

82-32  provisions of sections 132 to 139, inclusive, of this act must, after

82-33  the name of each managing partner listed thereon, set forth the

82-34  address, either residence or business, of each managing partner.

82-35     2.  If the addresses are not stated for each person on any list

82-36  offered for filing, the Secretary of State may refuse to file the list,

82-37  and the foreign limited partnership for which the list has been

82-38  offered for filing is subject to all the provisions of sections 132 to

82-39  139, inclusive, of this act relating to failure to file the list within or

82-40  at the times therein specified, unless a list is subsequently

82-41  submitted for filing which conforms to the provisions of this

82-42  section.

82-43     Sec. 136.  1.  Each foreign limited partnership required to

82-44  make a filing and pay the fee prescribed in sections 132 to 139,

83-1  inclusive, of this act which refuses or neglects to do so within the

83-2  time provided is in default.

83-3      2.  For default there must be added to the amount of the fee a

83-4  penalty of $50, and unless the filing is made and the fee and

83-5  penalty are paid on or before the last day of the month in which

83-6  the anniversary date of the foreign limited partnership occurs, the

83-7  defaulting foreign limited partnership by reason of its default

83-8  forfeits its right to transact any business within this state. The fee

83-9  and penalty must be collected as provided in this chapter.

83-10     Sec. 137.  1.  The Secretary of State shall notify, by

83-11  providing written notice to its resident agent, each foreign limited

83-12  partnership deemed in default pursuant to section 136 of this act.

83-13  The written notice:

83-14     (a) Must include a statement indicating the amount of the

83-15  filing fee, penalties incurred and costs remaining unpaid.

83-16     (b) At the request of the resident agent, may be provided

83-17  electronically.

83-18     2.  Immediately after the last day of the month in which the

83-19  anniversary date of the filing of the certificate of limited

83-20  partnership occurs, the Secretary of State shall compile a complete

83-21  list containing the names of all foreign limited partnerships whose

83-22  right to transact business has been forfeited.

83-23     3.  The Secretary of State shall notify, by providing written

83-24  notice to its resident agent, each foreign limited partnership

83-25  specified in subsection 2 of the forfeiture of its right to transact

83-26  business. The written notice:

83-27     (a) Must include a statement indicating the amount of the

83-28  filing fee, penalties incurred and costs remaining unpaid.

83-29     (b) At the request of the resident agent, may be provided

83-30  electronically.

83-31     Sec. 138.  1.  Except as otherwise provided in subsections 3

83-32  and 4, the Secretary of State shall reinstate a foreign limited

83-33  partnership which has forfeited or which forfeits its right to

83-34  transact business under the provisions of this chapter and shall

83-35  restore to the foreign limited partnership its right to transact

83-36  business in this state, and to exercise its privileges and immunities,

83-37  if it:

83-38     (a) Files with the Secretary of State:

83-39         (1) The list required by section 132 of this act;

83-40         (2) The statement required by section 133 of this act, if

83-41  applicable; and

83-42         (3) A certificate of acceptance of appointment signed by its

83-43  resident agent; and

83-44     (b) Pays to the Secretary of State:

84-1          (1) The filing fee and penalty set forth in sections 132 and

84-2  136 of this act for each year or portion thereof that its right to

84-3  transact business was forfeited;

84-4          (2) The fee set forth in section 133 of this act, if applicable;

84-5  and

84-6          (3) A fee of $300 for reinstatement.

84-7      2.  When the Secretary of State reinstates the foreign limited

84-8  partnership, he shall issue to the foreign limited partnership a

84-9  certificate of reinstatement if the foreign limited partnership:

84-10     (a) Requests a certificate of reinstatement; and

84-11     (b) Pays the required fees pursuant to NRS 88.415.

84-12     3.  The Secretary of State shall not order a reinstatement

84-13  unless all delinquent fees and penalties have been paid and the

84-14  revocation of the right to transact business occurred only by

84-15  reason of failure to pay the fees and penalties.

84-16     4.  If the right of a foreign limited partnership to transact

84-17  business in this state has been forfeited pursuant to the provisions

84-18  of this chapter and has remained forfeited for a period of 5

84-19  consecutive years, the right is not subject to reinstatement.

84-20     Sec. 139.  1.  Except as otherwise provided in subsection 2, if

84-21  a foreign limited partnership applies to reinstate its certificate of

84-22  registration and its name has been legally reserved or acquired by

84-23  another artificial person formed, organized, registered or qualified

84-24  pursuant to the provisions of this title whose name is on file with

84-25  the Office of the Secretary of State or reserved in the Office of the

84-26  Secretary of State pursuant to the provisions of this title, the

84-27  foreign limited partnership must in its application for

84-28  reinstatement submit in writing to the Secretary of State some

84-29  other name under which it desires its existence to be reinstated. If

84-30  that name is distinguishable from all other names reserved or

84-31  otherwise on file, the Secretary of State shall reinstate the foreign

84-32  limited partnership under that new name.

84-33     2.  If the applying foreign limited partnership submits the

84-34  written, acknowledged consent of the artificial person having a

84-35  name, or the person who has reserved a name, which is not

84-36  distinguishable from the old name of the applying foreign limited

84-37  partnership or a new name it has submitted, it may be reinstated

84-38  under that name.

84-39     3.  For the purposes of this section, a proposed name is not

84-40  distinguishable from a name on file or reserved solely because one

84-41  or the other contains distinctive lettering, a distinctive mark, a

84-42  trademark or a trade name, or any combination thereof.

84-43     4.  The Secretary of State may adopt regulations that interpret

84-44  the requirements of this section.

 

85-1      Sec. 140.  NRS 88.315 is hereby amended to read as follows:

85-2      88.315  As used in this chapter, unless the context otherwise

85-3  requires:

85-4      1.  “Certificate of limited partnership” means the certificate

85-5  referred to in NRS 88.350, and the certificate as amended or

85-6  restated.

85-7      2.  “Contribution” means any cash, property, services rendered,

85-8  or a promissory note or other binding obligation to contribute cash

85-9  or property or to perform services, which a partner contributes to a

85-10  limited partnership in his capacity as a partner.

85-11     3.  “Event of withdrawal of a general partner” means an event

85-12  that causes a person to cease to be a general partner as provided in

85-13  NRS 88.450.

85-14     4.  “Foreign limited partnership” means a partnership formed

85-15  under the laws of any state other than this state and having as

85-16  partners one or more general partners and one or more limited

85-17  partners.

85-18     5.  “Foreign registered limited-liability limited partnership”

85-19  means a foreign limited-liability limited partnership:

85-20     (a) Formed pursuant to an agreement governed by the laws of

85-21  another state; and

85-22     (b) Registered pursuant to and complying with NRS 88.570 to

85-23  88.605, inclusive, and section 130 of this act.

85-24     6.  “General partner” means a person who has been admitted to

85-25  a limited partnership as a general partner in accordance with the

85-26  partnership agreement and named in the certificate of limited

85-27  partnership as a general partner.

85-28     [6.] 7.  “Limited partner” means a person who has been

85-29  admitted to a limited partnership as a limited partner in accordance

85-30  with the partnership agreement.

85-31     [7.] 8.  “Limited partnership” and “domestic limited

85-32  partnership” mean a partnership formed by two or more persons

85-33  under the laws of this state and having one or more general partners

85-34  and one or more limited partners.

85-35     [8.] 9.  “Partner” means a limited or general partner.

85-36     [9.] 10.  “Partnership agreement” means any valid agreement,

85-37  written or oral, of the partners as to the affairs of a limited

85-38  partnership and the conduct of its business.

85-39     [10.] 11.  “Partnership interest” means a partner’s share of the

85-40  profits and losses of a limited partnership and the right to receive

85-41  distributions of partnership assets.

85-42     [11.] 12.  “Registered limited-liability limited partnership”

85-43  means a limited partnership:

85-44     (a) Formed pursuant to an agreement governed by this

85-45  chapter; and

86-1      (b) Registered pursuant to and complying with NRS 88.350 to

86-2  88.415, inclusive, and sections 122 to 125, inclusive, of this act.

86-3      13.  “Registered office” means the office maintained at the

86-4  street address of the resident agent.

86-5      [12.] 14.  “Resident agent” means the agent appointed by the

86-6  limited partnership upon whom process or a notice or demand

86-7  authorized by law to be served upon the limited partnership may be

86-8  served.

86-9      [13.] 15.  “Sign” means to affix a signature to a document.

86-10     [14.] 16.  “Signature” means a name, word or mark executed or

86-11  adopted by a person with the present intention to authenticate a

86-12  document. The term includes, without limitation, an electronic

86-13  signature as defined in NRS 719.100.

86-14     [15.] 17.  “State” means a state, territory or possession of the

86-15  United States, the District of Columbia or the Commonwealth of

86-16  Puerto Rico.

86-17     [16.] 18.  “Street address” of a resident agent means the actual

86-18  physical location in this state at which a resident is available for

86-19  service of process.

86-20     Sec. 141.  NRS 88.320 is hereby amended to read as follows:

86-21      88.320  1.  [The] Except as otherwise provided in section 124

86-22  of this act, the name proposed for a limited partnership as set forth

86-23  in its certificate of limited partnership:

86-24     (a) Must contain the words “Limited Partnership,” or the

86-25  abbreviation “LP” or “L.P.” ;

86-26     (b) May not contain the name of a limited partner unless:

86-27         (1) It is also the name of a general partner or the corporate

86-28  name of a corporate general partner; or

86-29         (2) The business of the limited partnership had been carried

86-30  on under that name before the admission of that limited partner; and

86-31     (c) Must be distinguishable on the records of the Secretary of

86-32  State from the names of all other artificial persons formed,

86-33  organized, registered or qualified pursuant to the provisions of this

86-34  title that are on file in the Office of the Secretary of State and all

86-35  names that are reserved in the Office of the Secretary of State

86-36  pursuant to the provisions of this title. If the name on the certificate

86-37  of limited partnership submitted to the Secretary of State is not

86-38  distinguishable from any name on file or reserved name, the

86-39  Secretary of State shall return the certificate to the filer, unless

86-40  the written, acknowledged consent to the use of the same or the

86-41  requested similar name of the holder of the name on file or reserved

86-42  name accompanies the certificate of limited partnership.

86-43     2.  For the purposes of this section, a proposed name is not

86-44  distinguished from a name on file or reserved name solely because

87-1  one or the other contains distinctive lettering, a distinctive mark, a

87-2  trademark or a trade name, or any combination [of these.] thereof.

87-3      3.  The Secretary of State shall not accept for filing any

87-4  certificate of limited partnership for any limited partnership

87-5  formed or existing pursuant to the laws of this state which

87-6  provides that the name of the limited partnership contains the

87-7  word “accountant,” “accounting,” “accountancy,” “auditor” or

87-8  “auditing” unless the Nevada State Board of Accountancy

87-9  certifies that the limited partnership:

87-10     (a) Is registered pursuant to the provisions of chapter 628 of

87-11  NRS; or

87-12     (b) Has filed with the Nevada State Board of Accountancy

87-13  under penalty of perjury a written statement that the limited

87-14  partnership is not engaged in the practice of accounting and is not

87-15  offering to practice accounting in this state.

87-16     4.  The Secretary of State shall not accept for filing any

87-17  certificate of limited partnership for any limited partnership

87-18  formed or existing pursuant to the laws of this state which

87-19  provides that the name of the limited partnership contains the

87-20  word “bank” or “trust” unless:

87-21     (a) It appears from the certificate of limited partnership that

87-22  the limited partnership proposes to carry on business as a banking

87-23  or trust company, exclusively or in connection with its business as

87-24  a bank, savings and loan association or thrift company; and

87-25     (b) The certificate of limited partnership is first approved by

87-26  the Commissioner of Financial Institutions.

87-27     5.  The Secretary of State shall not accept for filing any

87-28  certificate of limited partnership for any limited partnership

87-29  formed or existing pursuant to the provisions of this chapter if it

87-30  appears from the certificate of limited partnership that the

87-31  business to be carried on by the limited partnership is subject to

87-32  supervision by the Commissioner of Insurance or by the

87-33  Commissioner of Financial Institutions, unless the certificate of

87-34  limited partnership is approved by the Commissioner who will

87-35  supervise the business of the limited partnership.

87-36     6.  Except as otherwise provided in subsection 5, the Secretary

87-37  of State shall not accept for filing any certificate of limited

87-38  partnership for any limited partnership formed or existing

87-39  pursuant to the laws of this state which provides that the name of

87-40  the limited partnership contains the words “engineer,”

87-41  “engineered,” “engineering,” “professional engineer,” “registered

87-42  engineer” or “licensed engineer” unless:

87-43     (a) The State Board of Professional Engineers and Land

87-44  Surveyors certifies that the principals of the limited partnership

88-1  are licensed to practice engineering pursuant to the laws of this

88-2  state; or

88-3      (b) The State Board of Professional Engineers and Land

88-4  Surveyors certifies that the limited partnership is exempt from the

88-5  prohibitions of NRS 625.520.

88-6      7.  The Secretary of State shall not accept for filing any

88-7  certificate of limited partnership for any limited partnership

88-8  formed or existing pursuant to the laws of this state which

88-9  provides that the name of the limited partnership contains the

88-10  words “unit-owners’ association” or “homeowners’ association”

88-11  or if it appears in the certificate of limited partnership that the

88-12  purpose of the limited partnership is to operate as a unit-owners’

88-13  association pursuant to chapter 116 of NRS unless the

88-14  Administrator of the Real Estate Division of the Department of

88-15  Business and Industry certifies that the limited partnership has:

88-16     (a) Registered with the Ombudsman for Owners in Common-

88-17  Interest Communities pursuant to NRS 116.31158; and

88-18     (b) Paid to the Administrator of the Real Estate Division the

88-19  fees required pursuant to NRS 116.31155.

88-20     8.  The name of a limited partnership whose right to transact

88-21  business has been forfeited, which has merged and is not the

88-22  surviving entity or whose existence has otherwise terminated is

88-23  available for use by any other artificial person.

88-24     [4.] 9.  The Secretary of State may adopt regulations that

88-25  interpret the requirements of this section.

88-26     Sec. 142.  NRS 88.327 is hereby amended to read as follows:

88-27      88.327  1.  Except as otherwise provided in subsection 2, if a

88-28  limited partnership applies to reinstate its right to transact business

88-29  but its name has been legally reserved or acquired by any other

88-30  artificial person formed, organized, registered or qualified pursuant

88-31  to the provisions of this title whose name is on file with the Office

88-32  of the Secretary of State or reserved in the Office of the Secretary of

88-33  State pursuant to the provisions of this title, the applying limited

88-34  partnership shall submit in writing to the Secretary of State some

88-35  other name under which it desires its right to be reinstated. If that

88-36  name is distinguishable from all other names reserved or otherwise

88-37  on file, the Secretary of State shall [issue to the applying] reinstate

88-38  the limited partnership [a certificate of reinstatement] under that

88-39  new name.

88-40     2.  If the applying limited partnership submits the written,

88-41  acknowledged consent of the other artificial person having the

88-42  name, or the person who has reserved the name, that is not

88-43  distinguishable from the old name of the applying limited

88-44  partnership or a new name it has submitted, it may be reinstated

88-45  under that name.

89-1      3.  For the purposes of this section, a proposed name is not

89-2  distinguishable from a name on file or reserved name solely because

89-3  one or the other contains distinctive lettering, a distinctive mark, a

89-4  trademark or a trade name, or any combination [of these.] thereof.

89-5      4.  The Secretary of State may adopt regulations that interpret

89-6  the requirements of this section.

89-7      Sec. 143.  NRS 88.331 is hereby amended to read as follows:

89-8      88.331  1.  If a limited partnership created pursuant to this

89-9  chapter desires to change its resident agent, the change may be

89-10  effected by filing with the Secretary of State a certificate of change

89-11  [,] of resident agent, signed by a general partner, which sets forth:

89-12     (a) The name of the limited partnership;

89-13     (b) The name and street address of its present resident agent; and

89-14     (c) The name and street address of the new resident agent.

89-15     2.  The new resident agent’s certificate of acceptance must be a

89-16  part of or attached to the certificate of change [.

89-17     3.  The] of resident agent.

89-18     3.  If the name of a resident agent is changed as a result of a

89-19  merger, conversion, exchange, sale, reorganization or

89-20  amendment, the resident agent shall:

89-21     (a) File with the Secretary of State a certificate of name

89-22  change of resident agent that includes:

89-23         (1) The current name of the resident agent as filed with the

89-24  Secretary of State;

89-25         (2) The new name of the resident agent; and

89-26         (3) The name and file number of each artificial person

89-27  formed, organized, registered or qualified pursuant to the

89-28  provisions of this title that the resident agent represents; and

89-29     (b) Pay to the Secretary of State a filing fee of $100.

89-30     4.  A change authorized by this section becomes effective upon

89-31  the filing of the proper certificate of change.

89-32     Sec. 144.  NRS 88.332 is hereby amended to read as follows:

89-33      88.332  1.  [Any person who has been designated by a limited

89-34  partnership as its] A resident agent [and who thereafter] who desires

89-35  to resign shall [file] :

89-36     (a) File with the Secretary of State a signed statement in the

89-37  manner provided pursuant to subsection 1 of NRS 78.097 that he is

89-38  unwilling to continue to act as the resident agent of the limited

89-39  partnership [.] for the service of process; and

89-40     (b) Pay to the Secretary of State the filing fee set forth in

89-41  subsection 1 of NRS 78.097.

89-42  A resignation is not effective until the signed statement is filed with

89-43  the Secretary of State.

89-44     2.  The statement of resignation may contain a statement by the

89-45  affected limited partnership appointing a successor resident agent

90-1  for the limited partnership. A certificate of acceptance executed by

90-2  the new agent, stating the full name, complete street address and, if

90-3  different from the street address, mailing address of the new agent,

90-4  must accompany the statement appointing the new agent.

90-5      [2.] 3.  Upon the filing of the statement with the Secretary of

90-6  State , the capacity of the person as resident agent terminates. If the

90-7  statement of resignation does not contain a statement by the limited

90-8  partnership appointing a successor resident agent, the resigning

90-9  agent shall immediately give written notice, by mail, to the limited

90-10  partnership of the filing of the statement and the effect thereof. The

90-11  notice must be addressed to a general partner of the partnership

90-12  other than the resident agent.

90-13     [3.] 4.  If a designated resident agent dies, resigns or removes

90-14  from the State, the limited partnership, within 30 days thereafter,

90-15  shall file with the Secretary of State a certificate of acceptance,

90-16  executed by the new resident agent. The certificate must set forth

90-17  the full name, complete street address and, if different from the

90-18  street address, mailing address of the newly designated resident

90-19  agent.

90-20     [4.] 5.  Each limited partnership which fails to file a certificate

90-21  of acceptance executed by the new resident agent within 30 days

90-22  after the death, resignation or removal of its resident agent as

90-23  provided in subsection [3] 4 shall be deemed in default and is

90-24  subject to the provisions of NRS 88.400 and 88.405.

90-25     Sec. 145.  NRS 88.335 is hereby amended to read as follows:

90-26      88.335  1.  A limited partnership shall keep at the office

90-27  referred to in paragraph (a) of subsection 1 of NRS 88.330 the

90-28  following:

90-29     (a) A current list of the full name and last known business

90-30  address of each partner , separately identifying the general partners

90-31  in alphabetical order and the limited partners in alphabetical order;

90-32     (b) A copy of the certificate of limited partnership and all

90-33  certificates of amendment thereto, together with executed copies of

90-34  any powers of attorney pursuant to which any certificate has been

90-35  executed;

90-36     (c) Copies of the limited partnership’s federal, state, and local

90-37  income tax returns and reports, if any, for the 3 most recent years;

90-38     (d) Copies of any then effective written partnership agreements

90-39  [and] ;

90-40     (e) Copies of any financial statements of the limited partnership

90-41  for the 3 most recent years; and

90-42     [(e)] (f) Unless contained in a written partnership agreement, a

90-43  writing setting out:

91-1          (1) The amount of cash and a description and statement of

91-2  the agreed value of the other property or services contributed by

91-3  each partner and which each partner has agreed to contribute;

91-4          (2) The times at which or events on the happening of which

91-5  any additional contributions agreed to be made by each partner are

91-6  to be made;

91-7          (3) Any right of a partner to receive, or of a general partner

91-8  to make, distributions to a partner which include a return of all or

91-9  any part of the partner’s contribution; and

91-10         (4) Any events upon the happening of which the limited

91-11  partnership is to be dissolved and its affairs wound up.

91-12     2.  In lieu of keeping at an office in this state the information

91-13  required in paragraphs (a), (c), (e) and (f) of subsection 1, the

91-14  limited partnership may keep a statement with the resident agent

91-15  setting out the name of the custodian of the information required

91-16  in paragraphs (a), (c), (e) and (f) of subsection 1, and the present

91-17  and complete post office address, including street and number, if

91-18  any, where the information required in paragraphs (a), (c), (e) and

91-19  (f) of subsection 1 is kept.

91-20     3.  Records kept pursuant to this section are subject to

91-21  inspection and copying at the reasonable request, and at the expense,

91-22  of any partner during ordinary business hours.

91-23     Sec. 146.  NRS 88.339 is hereby amended to read as follows:

91-24      88.339  1.  A limited partnership may correct a document filed

91-25  by the Secretary of State with respect to the limited partnership if

91-26  the document contains an inaccurate record of a partnership action

91-27  described in the document or was defectively executed, attested,

91-28  sealed, verified or acknowledged.

91-29     2.  To correct a document, the limited partnership must:

91-30     (a) Prepare a certificate of correction that:

91-31         (1) States the name of the limited partnership;

91-32         (2) Describes the document, including, without limitation, its

91-33  filing date;

91-34         (3) Specifies the inaccuracy or defect;

91-35         (4) Sets forth the inaccurate or defective portion of the

91-36  document in an accurate or corrected form; and

91-37         (5) Is signed by a general partner of the limited partnership.

91-38     (b) Deliver the certificate to the Secretary of State for filing.

91-39     (c) Pay a filing fee of [$150] $175 to the Secretary of State.

91-40     3.  A certificate of correction is effective on the effective date

91-41  of the document it corrects except as to persons relying on the

91-42  uncorrected document and adversely affected by the correction. As

91-43  to those persons, the certificate is effective when filed.

 

 

92-1      Sec. 147.  NRS 88.340 is hereby amended to read as follows:

92-2      88.340  The Secretary of State may microfilm or image any

92-3  document which is filed in his office by or relating to a limited

92-4  partnership pursuant to this chapter and may return the original

92-5  document to the filer.

92-6      Sec. 148.  NRS 88.350 is hereby amended to read as follows:

92-7      88.350  1.  In order to form a limited partnership, a certificate

92-8  of limited partnership must be executed and filed in the Office of the

92-9  Secretary of State. The certificate must set forth:

92-10     (a) The name of the limited partnership;

92-11     (b) The address of the office which contains records and the

92-12  name and address of the resident agent required to be maintained by

92-13  NRS 88.330;

92-14     (c) The name and [the] business address of each [general

92-15  partner;] organizer executing the certificate;

92-16     (d) The name and business address of each initial general

92-17  partner;

92-18     (e) The latest date upon which the limited partnership is to

92-19  dissolve; and

92-20     [(e)] (f) Any other matters the [general partners] organizers

92-21  determine to include therein.

92-22     2.  A certificate of acceptance of appointment of a resident

92-23  agent, executed by the agent, must be filed with the certificate of

92-24  limited partnership.

92-25     3.  A limited partnership is formed at the time of the filing of

92-26  the certificate of limited partnership and the certificate of acceptance

92-27  in the Office of the Secretary of State or at any later time specified

92-28  in the certificate of limited partnership if, in either case, there has

92-29  been substantial compliance with the requirements of this section.

92-30     Sec. 149.  NRS 88.360 is hereby amended to read as follows:

92-31      88.360  A certificate of limited partnership must be cancelled

92-32  upon the dissolution and the commencement of winding up of the

92-33  partnership or at any other time there are no limited partners. A

92-34  certificate of cancellation must be filed in the Office of the Secretary

92-35  of State and set forth:

92-36     1.  The name of the limited partnership;

92-37     2.  [The date of filing of its certificate of limited partnership;

92-38     3.]  The reason for filing the certificate of cancellation;

92-39     [4.] 3.  The effective date, which must be a date certain, of

92-40  cancellation if it is not to be effective upon the filing of the

92-41  certificate; and

92-42     [5.] 4.  Any other information the general partners filing the

92-43  certificate determine.

 

 

93-1      Sec. 150.  NRS 88.395 is hereby amended to read as follows:

93-2      88.395  1.  A limited partnership shall, on or before the [first]

93-3  last day of the [second] first month after the filing of its certificate

93-4  of limited partnership with the Secretary of State, and annually

93-5  thereafter on or before the last day of the month in which the

93-6  anniversary date of the filing of its certificate of limited partnership

93-7  occurs, file with the Secretary of State, on a form furnished by him,

93-8  a list that contains:

93-9      (a) The name of the limited partnership;

93-10     (b) The file number of the limited partnership, if known;

93-11     (c) The names of all of its general partners;

93-12     (d) The [mailing or street] address, either residence or business,

93-13  of each general partner;

93-14     (e) The name and [street] address of the lawfully designated

93-15  resident agent of the limited partnership; and

93-16     (f) The signature of a general partner of the limited partnership

93-17  certifying that the list is true, complete and accurate.

93-18  Each list filed pursuant to this subsection must be accompanied by a

93-19  declaration under penalty of perjury that the limited partnership has

93-20  complied with the provisions of chapter 364A of NRS [.

93-21     2.  Upon] and which acknowledges that pursuant to NRS

93-22  239.330 it is a category C felony to knowingly offer any false or

93-23  forged instrument for filing in the Office of the Secretary of State.

93-24     2.  Except as otherwise provided in subsection 3, a limited

93-25  partnership shall, upon filing:

93-26     (a) The initial list required by subsection 1, [the limited

93-27  partnership shall] pay to the Secretary of State a fee of [$165.] $125.

93-28     (b) Each annual list required by subsection 1, [the limited

93-29  partnership shall] pay to the Secretary of State a fee of [$85.] $125.

93-30     3.  A registered limited-liability limited partnership shall,

93-31  upon filing:

93-32     (a) The initial list required by subsection 1, pay to the

93-33  Secretary of State a fee of $125.

93-34     (b) Each annual list required by subsection 1, pay to the

93-35  Secretary of State a fee of $175.

93-36     4.  If a general partner of a limited partnership resigns and

93-37  the resignation is not made in conjunction with the filing of an

93-38  annual or amended list of general partners, the limited

93-39  partnership shall pay to the Secretary of State a fee of $75 to file

93-40  the resignation of the general partner.

93-41     5.  The Secretary of State shall, 60 days before the last day for

93-42  filing each annual list required by subsection 1, cause to be mailed

93-43  to each limited partnership which is required to comply with the

93-44  provisions of this section , and which has not become delinquent , a

93-45  notice of the fee due pursuant to the provisions of subsection 2 or 3,

94-1  as appropriate, and a reminder to file the annual list. Failure of any

94-2  limited partnership to receive a notice or form does not excuse it

94-3  from the penalty imposed by NRS 88.400.

94-4      [4.] 6.  If the list to be filed pursuant to the provisions of

94-5  subsection 1 is defective or the fee required by subsection 2 or 3 is

94-6  not paid, the Secretary of State may return the list for correction or

94-7  payment.

94-8      [5.] 7.  An annual list for a limited partnership not in default

94-9  that is received by the Secretary of State more than [60] 90 days

94-10  before its due date shall be deemed an amended list for the previous

94-11  year and does not satisfy the requirements of subsection 1 for the

94-12  year to which the due date is applicable.

94-13     [6.] 8.  A filing made pursuant to this section does not satisfy

94-14  the provisions of NRS 88.355 and may not be substituted for filings

94-15  submitted pursuant to NRS 88.355.

94-16     Sec. 151.  NRS 88.400 is hereby amended to read as follows:

94-17      88.400  1.  If a limited partnership has filed the list in

94-18  compliance with NRS 88.395 and has paid the appropriate fee for

94-19  the filing, the cancelled check or other proof of payment received

94-20  by the limited partnership constitutes a certificate authorizing it to

94-21  transact its business within this state until the anniversary date of the

94-22  filing of its certificate of limited partnership in the next succeeding

94-23  calendar year. [If the limited partnership desires a formal certificate

94-24  upon its payment of the annual fee, its payment must be

94-25  accompanied by a self-addressed, stamped envelope.]

94-26     2.  Each limited partnership which is required to make a filing

94-27  and pay the fee prescribed in NRS 88.395 and section 122 of this

94-28  act and which refuses or neglects to [file the list and pay the fee] do

94-29  so within the time provided is in default.

94-30     3.  Upon notification from the Administrator of the Real

94-31  Estate Division of the Department of Business and Industry that a

94-32  limited partnership which is a unit-owners’ association as defined

94-33  in NRS 116.110315 has failed to register pursuant to NRS

94-34  116.31158 or failed to pay the fees pursuant to NRS 116.31155,

94-35  the Secretary of State shall deem the limited partnership to be in

94-36  default. If, after the limited partnership is deemed to be in default,

94-37  the Administrator notifies the Secretary of State that the limited

94-38  partnership has registered pursuant to NRS 116.31158 and paid

94-39  the fees pursuant to NRS 116.31155, the Secretary of State shall

94-40  reinstate the limited partnership if the limited partnership

94-41  complies with the requirements for reinstatement as provided in

94-42  this section and NRS 88.410.

94-43     4.  For default there must be added to the amount of the fee a

94-44  penalty of [$50,] $75 and unless the filings are made and the fee and

94-45  penalty are paid on or before the first day of the first anniversary of

95-1  the month following the month in which filing was required, the

95-2  defaulting limited partnership, by reason of its default, forfeits its

95-3  right to transact any business within this state.

95-4      Sec. 152.  NRS 88.405 is hereby amended to read as follows:

95-5      88.405  1.  The Secretary of State shall notify, by [letter

95-6  addressed] providing written notice to its resident agent, each

95-7  defaulting limited partnership. The written notice [must be

95-8  accompanied by] :

95-9      (a) Must include a statement indicating the amount of the filing

95-10  fee, penalties incurred and costs remaining unpaid.

95-11     (b) At the request of the resident agent, may be provided

95-12  electronically.

95-13     2.  Immediately after the first day of the first anniversary of the

95-14  month following the month in which filing was required, the

95-15  certificate of the limited partnership is revoked.

95-16     3.  The Secretary of State shall compile a complete list

95-17  containing the names of all limited partnerships whose right to [do]

95-18  transact business has been forfeited.

95-19     4.  The Secretary of State shall notify, by [letter addressed]

95-20  providing written notice to its resident agent, each limited

95-21  partnership specified in subsection 3 of the revocation of its

95-22  certificate. The written notice [must be accompanied by] :

95-23     (a) Must include a statement indicating the amount of the filing

95-24  fee, penalties incurred and costs remaining unpaid.

95-25     [3.] (b) At the request of the resident agent, may be provided

95-26  electronically.

95-27     5.  In case of revocation of the certificate and of the forfeiture

95-28  of the right to transact business thereunder, all the property and

95-29  assets of the defaulting domestic limited partnership are held in trust

95-30  by the general partners, and the same proceedings may be had with

95-31  respect thereto as for the judicial dissolution of a limited

95-32  partnership. Any person interested may institute proceedings at any

95-33  time after a forfeiture has been declared, but if the Secretary of State

95-34  reinstates the limited partnership , the proceedings must at once be

95-35  dismissed and all property restored to the general partners.

95-36     Sec. 153.  NRS 88.410 is hereby amended to read as follows:

95-37      88.410  1.  Except as otherwise provided in subsections 3 and

95-38  4, the Secretary of State [may:

95-39     (a) Reinstate] shall reinstate any limited partnership which has

95-40  forfeited or which forfeits its right to transact business[; and

95-41     (b) Restore] under the provisions of this chapter and restore to

95-42  the limited partnership its right to carry on business in this state, and

95-43  to exercise its privileges and immunities[,

95-44  upon the filing] if it:

95-45     (a) Files with the Secretary of State [of the] :

96-1          (1) The list required pursuant to NRS 88.395[, and upon

96-2  payment] ;

96-3          (2) The statement required by section 122 of this act, if

96-4  applicable; and

96-5          (3) A certificate of acceptance of appointment signed by its

96-6  resident agent; and

96-7      (b) Pays to the Secretary of State [of the] :

96-8          (1) The filing fee and penalty set forth in NRS 88.395 and

96-9  88.400 for each year or portion thereof during which the certificate

96-10  has been revoked [, and a] ;

96-11         (2) The fee set forth in section 122 of this act, if applicable;

96-12  and

96-13         (3) A fee of [$200] $300 for reinstatement.

96-14     2.  When [payment is made and] the Secretary of State

96-15  reinstates the limited partnership , [to its former rights,] he shall [:

96-16     (a) Immediately issue and deliver to the limited partnership a

96-17  certificate of reinstatement authorizing it to transact business as if

96-18  the filing fee had been paid when due; and

96-19     (b) Upon demand,] issue to the limited partnership [one or more

96-20  certified copies of the] a certificate of reinstatement [.] if the limited

96-21  partnership:

96-22     (a) Requests a certificate of reinstatement; and

96-23     (b) Pays the required fees pursuant to NRS 88.415.

96-24     3.  The Secretary of State shall not order a reinstatement unless

96-25  all delinquent fees and penalties have been paid, and the revocation

96-26  occurred only by reason of failure to pay the fees and penalties.

96-27     4.  If a limited partnership’s certificate has been revoked

96-28  pursuant to the provisions of this chapter and has remained revoked

96-29  for a period of 5 years, the certificate must not be reinstated.

96-30     Sec. 154.  NRS 88.415 is hereby amended to read as follows:

96-31      88.415  The Secretary of State, for services relating to his

96-32  official duties and the records of his office, shall charge and collect

96-33  the following fees:

96-34     1.  For filing a certificate of limited partnership, or for

96-35  registering a foreign limited partnership, [$175.] $75.

96-36     2.  For filing a certificate of registration of limited-liability

96-37  limited partnership, or for registering a foreign registered limited-

96-38  liability limited partnership, $100.

96-39     3.  For filing a certificate of amendment of limited partnership

96-40  or restated certificate of limited partnership, [$150.

96-41     3.] $175.

96-42     4.  For filing a certificate of a change of location of the records

96-43  office of a limited partnership or the office of its resident agent, or a

96-44  designation of a new resident agent, [$30.

96-45     4.] $60.

97-1      5.  For certifying a certificate of limited partnership, an

97-2  amendment to the certificate, or a certificate as amended where a

97-3  copy is provided, [$20] $30 per certification.

97-4      [5.] 6.  For certifying an authorized printed copy of the limited

97-5  partnership law, [$20.

97-6      6.] $30.

97-7      7.  For reserving a limited partnership name, or for executing,

97-8  filing or certifying any other document, [$20.

97-9      7.] $25.

97-10     8.  For copies made at the Office of the Secretary of State, [$1]

97-11  $2 per page.

97-12     [8.] 9.  For filing a certificate of cancellation of a limited

97-13  partnership, [$60.] $75.

97-14  Except as otherwise provided in this section, the fees set forth in

97-15  NRS 78.785 apply to this chapter.

97-16     Sec. 155.  NRS 88.535 is hereby amended to read as follows:

97-17      88.535  1.  On application to a court of competent jurisdiction

97-18  by any judgment creditor of a partner, the court may charge the

97-19  partnership interest of the partner with payment of the unsatisfied

97-20  amount of the judgment with interest. To the extent so charged, the

97-21  judgment creditor has only the rights of an assignee of the

97-22  partnership interest.

97-23     2.  [The court may appoint a receiver of the share of the

97-24  distributions due or to become due to the judgment debtor in respect

97-25  of the partnership. The receiver has only the rights of an assignee.

97-26  The court may make all other orders, directions, accounts and

97-27  inquiries that the judgment debtor might have made or which the

97-28  circumstances of the case may require.

97-29     3.  A charging order constitutes a lien on the partnership

97-30  interest of the judgment debtor. The court may order a foreclosure

97-31  of the partnership interest subject to the charging order at any time.

97-32  The purchaser at the foreclosure sale has only the rights of an

97-33  assignee.

97-34     4.  Unless otherwise provided in the articles of organization or

97-35  operating agreement, at any time before foreclosure, a partnership

97-36  interest charged may be redeemed:

97-37     (a) By the judgment debtor;

97-38     (b) With property other than property of the limited partnership,

97-39  by one or more of the other partners; or

97-40     (c) By the limited partnership with the consent of all of the

97-41  partners whose interests are not so charged.

97-42     5.]  This section [provides] :

97-43     (a) Provides the exclusive remedy by which a judgment creditor

97-44  of a partner or an assignee of a partner may satisfy a judgment out

97-45  of the partnership interest of the judgment debtor.

98-1      [6.  No creditor of a partner has any right to obtain possession

98-2  of, or otherwise exercise legal or equitable remedies with respect to,

98-3  the property of the limited partnership.

98-4      7.  This section does]

98-5      (b) Does not deprive any partner of the benefit of any exemption

98-6  laws applicable to his partnership interest.

98-7      Sec. 156.  NRS 88.585 is hereby amended to read as follows:

98-8      88.585  [A] Except as otherwise provided in section 130 of this

98-9  act, a foreign limited partnership may register with the Secretary of

98-10  State under any name, whether or not it is the name under which it is

98-11  registered in its state of organization, that includes without

98-12  abbreviation the words “limited partnership” and that could be

98-13  registered by a domestic limited partnership.

98-14     Sec. 157.  NRS 88.595 is hereby amended to read as follows:

98-15      88.595  A foreign limited partnership may cancel its

98-16  registration by filing with the Secretary of State a certificate of

98-17  cancellation signed by a general partner. The certificate must set

98-18  forth:

98-19     1.  The name of the foreign limited partnership;

98-20     2.  [The date upon which its certificate of registration was filed;

98-21     3.]  The reason for filing the certificate of cancellation;

98-22     [4.] 3.  The effective date of the cancellation if other than the

98-23  date of the filing of the certificate of cancellation; and

98-24     [5.] 4.  Any other information deemed necessary by the general

98-25  partners of the partnership.

98-26  A cancellation does not terminate the authority of the Secretary of

98-27  State to accept service of process on the foreign limited partnership

98-28  with respect to causes of action arising out of the transactions of

98-29  business in this state.

98-30     Sec. 158.  Chapter 88A of NRS is hereby amended by adding

98-31  thereto the provisions set forth as sections 159 to 166, inclusive, of

98-32  this act.

98-33     Sec. 159.  1.  Each document filed with the Secretary of

98-34  State pursuant to this chapter must be on or accompanied by a

98-35  form prescribed by the Secretary of State.

98-36     2.  The Secretary of State may refuse to file a document which

98-37  does not comply with subsection 1 or which does not contain all of

98-38  the information required by statute for filing the document.

98-39     3.  If the provisions of the form prescribed by the Secretary of

98-40  State conflict with the provisions of any document that is

98-41  submitted for filing with the form:

98-42     (a) The provisions of the form control for all purposes with

98-43  respect to the information that is required by statute to appear in

98-44  the document in order for the document to be filed; and

99-1      (b) Unless otherwise provided in the document, the provisions

99-2  of the document control in every other situation.

99-3      4.  The Secretary of State may by regulation provide for the

99-4  electronic filing of documents with the Office of the Secretary of

99-5  State.

99-6      Sec. 160.  1.  Each foreign business trust doing business in

99-7  this state shall, on or before the last day of the first month after

99-8  the filing of its application for registration as a foreign business

99-9  trust with the Secretary of State, and annually thereafter on or

99-10  before the last day of the month in which the anniversary date of

99-11  its qualification to do business in this state occurs in each year,

99-12  file with the Secretary of State a list, on a form furnished by him,

99-13  that contains:

99-14     (a) The name of the foreign business trust;

99-15     (b) The file number of the foreign business trust, if known;

99-16     (c) The name of at least one of its trustees;

99-17     (d) The address, either residence or business, of the trustee

99-18  listed pursuant to paragraph (c);

99-19     (e) The name and address of its lawfully designated resident

99-20  agent in this state; and

99-21     (f) The signature of a trustee of the foreign business trust

99-22  certifying that the list is true, complete and accurate.

99-23     2.  Each list required to be filed pursuant to this section must

99-24  be accompanied by a declaration under penalty of perjury that the

99-25  foreign business trust:

99-26     (a) Has complied with the provisions of chapter 364A of NRS;

99-27  and

99-28     (b) Acknowledges that pursuant to NRS 239.330 it is a

99-29  category C felony to knowingly offer any false or forged

99-30  instrument for filing in the Office of the Secretary of State.

99-31     3.  Upon filing:

99-32     (a) The initial list required by this section, the foreign business

99-33  trust shall pay to the Secretary of State a fee of $125.

99-34     (b) Each annual list required by this section, the foreign

99-35  business trust shall pay to the Secretary of State a fee of $125.

99-36     4.  If a trustee of a foreign business trust resigns and the

99-37  resignation is not made in conjunction with the filing of an

99-38  annual or amended list of trustees, the foreign business trust shall

99-39  pay to the Secretary of State a fee of $75 to file the resignation of

99-40  the trustee.

99-41     5.  The Secretary of State shall, 60 days before the last day for

99-42  filing each annual list required by subsection 1, cause to be mailed

99-43  to each foreign business trust which is required to comply with the

99-44  provisions of sections 160 to 166, inclusive, of this act, and which

99-45  has not become delinquent, the blank forms to be completed and

100-1  filed with him. Failure of any foreign business trust to receive the

100-2  forms does not excuse it from the penalty imposed by the

100-3  provisions of sections 160 to 166, inclusive, of this act.

100-4     6.  If the list to be filed pursuant to the provisions of

100-5  subsection 1 is defective or the fee required by subsection 3 is not

100-6  paid, the Secretary of State may return the list for correction or

100-7  payment.

100-8     7.  An annual list for a foreign business trust not in default

100-9  which is received by the Secretary of State more than 90 days

100-10  before its due date must be deemed an amended list for the

100-11  previous year and does not satisfy the requirements of subsection 1

100-12  for the year to which the due date is applicable.

100-13    Sec. 161.  If a foreign business trust has filed the initial or

100-14  annual list in compliance with section 160 of this act and has paid

100-15  the appropriate fee for the filing, the cancelled check or other

100-16  proof of payment received by the foreign business trust constitutes

100-17  a certificate authorizing it to transact its business within this state

100-18  until the last day of the month in which the anniversary of its

100-19  qualification to transact business occurs in the next succeeding

100-20  calendar year.

100-21    Sec. 162.  1.  Each list required to be filed under the

100-22  provisions of sections 160 to 166, inclusive, of this act must, after

100-23  the name of each trustee listed thereon, set forth the address,

100-24  either residence or business, of each trustee.

100-25    2.  If the addresses are not stated for each person on any list

100-26  offered for filing, the Secretary of State may refuse to file the list,

100-27  and the foreign business trust for which the list has been offered

100-28  for filing is subject to all the provisions of sections 160 to 166,

100-29  inclusive, of this act relating to failure to file the list within or at

100-30  the times therein specified, unless a list is subsequently submitted

100-31  for filing which conforms to the provisions of this section.

100-32    Sec. 163.  1.  Each foreign business trust required to make a

100-33  filing and pay the fee prescribed in sections 160 to 166, inclusive,

100-34  of this act which refuses or neglects to do so within the time

100-35  provided is in default.

100-36    2.  For default there must be added to the amount of the fee a

100-37  penalty of $50, and unless the filing is made and the fee and

100-38  penalty are paid on or before the last day of the month in which

100-39  the anniversary date of the foreign business trust occurs, the

100-40  defaulting foreign business trust by reason of its default forfeits its

100-41  right to transact any business within this state. The fee and penalty

100-42  must be collected as provided in this chapter.

100-43    Sec. 164.  1.  The Secretary of State shall notify, by

100-44  providing written notice to its resident agent, each foreign

101-1  business trust deemed in default pursuant to section 163 of this

101-2  act. The written notice:

101-3     (a) Must include a statement indicating the amount of the

101-4  filing fee, penalties incurred and costs remaining unpaid.

101-5     (b) At the request of the resident agent, may be provided

101-6  electronically.

101-7     2.  Immediately after the last day of the month in which the

101-8  anniversary date of the filing of the certificate of trust occurs,

101-9   the Secretary of State shall compile a complete list containing the

101-10  names of all foreign business trusts whose right to transact

101-11  business has been forfeited.

101-12    3.  The Secretary of State shall notify, by providing written

101-13  notice to its resident agent, each foreign business trust specified in

101-14  subsection 2 of the forfeiture of its right to transact business. The

101-15  written notice:

101-16    (a) Must include a statement indicating the amount of the

101-17  filing fee, penalties incurred and costs remaining unpaid.

101-18    (b) At the request of the resident agent, may be provided

101-19  electronically.

101-20    Sec. 165.  1.  Except as otherwise provided in subsections 3

101-21  and 4, the Secretary of State shall reinstate a foreign business

101-22  trust which has forfeited or which forfeits its right to transact

101-23  business under the provisions of this chapter and shall restore to

101-24  the foreign business trust its right to transact business in this state,

101-25  and to exercise its privileges and immunities, if it:

101-26    (a) Files with the Secretary of State:

101-27        (1) The list required by section 160 of this act; and

101-28        (2) A certificate of acceptance of appointment signed by its

101-29  resident agent; and

101-30    (b) Pays to the Secretary of State:

101-31        (1) The filing fee and penalty set forth in sections 160 and

101-32  163 of this act for each year or portion thereof that its right to

101-33  transact business was forfeited; and

101-34        (2) A fee of $300 for reinstatement.

101-35    2.  When the Secretary of State reinstates the foreign business

101-36  trust, he shall issue to the foreign business trust a certificate of

101-37  reinstatement if the foreign business trust:

101-38    (a) Requests a certificate of reinstatement; and

101-39    (b) Pays the required fees pursuant to NRS 88A.900.

101-40    3.  The Secretary of State shall not order a reinstatement

101-41  unless all delinquent fees and penalties have been paid and the

101-42  revocation of the right to transact business occurred only by

101-43  reason of failure to pay the fees and penalties.

101-44    4.  If the right of a foreign business trust to transact business

101-45  in this state has been forfeited pursuant to the provisions of this

102-1  chapter and has remained forfeited for a period of 5 consecutive

102-2  years, the right to transact business must not be reinstated.

102-3     Sec. 166.  1.  Except as otherwise provided in subsection 2, if

102-4  a foreign business trust applies to reinstate its certificate of trust

102-5  and its name has been legally reserved or acquired by another

102-6  artificial person formed, organized, registered or qualified

102-7  pursuant to the provisions of this title whose name is on file with

102-8  the Office of the Secretary of State or reserved in the Office of the

102-9  Secretary of State pursuant to the provisions of this title, the

102-10  foreign business trust must submit in writing in its application for

102-11  reinstatement to the Secretary of State some other name under

102-12  which it desires its existence to be reinstated. If that name is

102-13  distinguishable from all other names reserved or otherwise on file,

102-14  the Secretary of State shall reinstate the foreign business trust

102-15  under that new name.

102-16    2.  If the applying foreign business trust submits the written,

102-17  acknowledged consent of the artificial person having a name, or

102-18  the person who has reserved a name, which is not distinguishable

102-19  from the old name of the applying foreign business trust or a new

102-20  name it has submitted, it may be reinstated under that name.

102-21    3.  For the purposes of this section, a proposed name is not

102-22  distinguishable from a name on file or reserved solely because one

102-23  or the other contains distinctive lettering, a distinctive mark, a

102-24  trademark or a trade name, or any combination thereof.

102-25    4.  The Secretary of State may adopt regulations that interpret

102-26  the requirements of this section.

102-27    Sec. 167.  NRS 88A.220 is hereby amended to read as follows:

102-28      88A.220  1.  A certificate of trust may be amended by filing

102-29  with the Secretary of State a certificate of amendment signed by at

102-30  least one trustee. The certificate of amendment must set forth:

102-31    (a) The name of the business trust; and

102-32    (b) The amendment to the certificate of trust.

102-33    2.  A certificate of trust may be restated by integrating into a

102-34  single instrument all the provisions of the original certificate, and all

102-35  amendments to the certificate, which are then in effect or are to be

102-36  made by the restatement. The restated certificate of trust must be so

102-37  designated in its heading, must be signed by at least one trustee and

102-38  must set forth:

102-39    (a) The present name of the business trust [and, if the name has

102-40  been changed, the name under which the business trust was

102-41  originally formed;

102-42    (b) The date of filing of the original certificate of trust;

102-43    (c)] ;

102-44    (b) The provisions of the original certificate of trust, and all

102-45  amendments to the certificate, which are then in effect; and

103-1     [(d)] (c) Any further amendments to the certificate of trust.

103-2     3.  A certificate of trust may be amended or restated at any time

103-3  for any purpose determined by the trustees.

103-4     Sec. 168.  NRS 88A.420 is hereby amended to read as follows:

103-5      88A.420  A certificate of trust must be cancelled upon the

103-6  completion or winding up of the business trust and its termination.

103-7  A certificate of cancellation must be signed by a trustee, filed with

103-8  the Secretary of State, and set forth:

103-9     1.  The name of the business trust;

103-10    2.  [The date of filing of its certificate of trust;

103-11    3.]  A future effective date of the certificate of cancellation, if it

103-12  is not to be effective upon filing, which may not be more than 90

103-13  days after the certificate is filed; and

103-14    [4.] 3.  Any other information the trustee determines to include.

103-15    Sec. 169.  NRS 88A.530 is hereby amended to read as follows:

103-16      88A.530  1.  A resident agent who desires to resign shall

103-17  [file] :

103-18    (a) File with the Secretary of State a signed statement [for each

103-19  business trust for which] in the manner provided pursuant to

103-20  subsection 1 of NRS 78.097 that he is unwilling to continue to act

103-21  [.] as the resident agent of the business trust for the service of

103-22  process; and

103-23    (b) Pay to the Secretary of State the filing fee set forth in

103-24  subsection 1 of NRS 78.097.

103-25  A resignation is not effective until the signed statement is [so filed.]

103-26  filed with the Secretary of State.

103-27    2.  The statement of resignation may contain a statement of the

103-28  affected business trust appointing a successor resident agent. A

103-29  certificate of acceptance executed by the new resident agent, stating

103-30  the full name, complete street address and, if different from the

103-31  street address, mailing address of the new resident agent, must

103-32  accompany the statement appointing a successor resident agent.

103-33    3.  Upon the filing of the statement of resignation with the

103-34  Secretary of State, the capacity of the resigning person as resident

103-35  agent terminates. If the statement of resignation contains no

103-36  statement by the business trust appointing a successor resident

103-37  agent, the resigning agent shall immediately give written notice, by

103-38  mail, to the business trust of the filing of the statement of

103-39  resignation and its effect. The notice must be addressed to a trustee

103-40  of the business trust other than the resident agent.

103-41    4.  If its resident agent dies, resigns or removes from the State,

103-42  a business trust, within 30 days thereafter, shall file with the

103-43  Secretary of State a certificate of acceptance executed by a new

103-44  resident agent. The certificate must set forth the full name and

103-45  complete street address of the new resident agent, and may contain a

104-1  mailing address, such as a post office box, different from the street

104-2  address.

104-3     5.  A business trust that fails to file a certificate of acceptance

104-4  executed by its new resident agent within 30 days after the death,

104-5  resignation or removal of its former resident agent shall be deemed

104-6  in default and is subject to the provisions of NRS 88A.630 to

104-7  88A.660, inclusive.

104-8     Sec. 170.  NRS 88A.540 is hereby amended to read as follows:

104-9      88A.540  1.  If a business trust formed pursuant to this chapter

104-10  desires to change its resident agent, the change may be effected by

104-11  filing with the Secretary of State a certificate of change [,] of

104-12  resident agent, signed by at least one trustee of the business trust,

104-13  setting forth:

104-14    (a) The name of the business trust;

104-15    (b) The name and street address of the present resident agent;

104-16  and

104-17    (c) The name and street address of the new resident agent.

104-18    2.  A certificate of acceptance executed by the new resident

104-19  agent must be a part of or attached to the certificate of change [.

104-20    3.  The] of resident agent.

104-21    3.  If the name of a resident agent is changed as a result of a

104-22  merger, conversion, exchange, sale, reorganization or

104-23  amendment, the resident agent shall:

104-24    (a) File with the Secretary of State a certificate of name

104-25  change of resident agent that includes:

104-26        (1) The current name of the resident agent as filed with the

104-27  Secretary of State;

104-28        (2) The new name of the resident agent; and

104-29        (3) The name and file number of each artificial person

104-30  formed, organized, registered or qualified pursuant to the

104-31  provisions of this title that the resident agent represents; and

104-32    (b) Pay to the Secretary of State a filing fee of $100.

104-33    4.  A change authorized by this section becomes effective upon

104-34  the filing of the proper certificate of change.

104-35    Sec. 171.  NRS 88A.600 is hereby amended to read as follows:

104-36      88A.600  1.  A business trust formed pursuant to this chapter

104-37  shall, on or before the [first] last day of the [second] first month

104-38  after the filing of its certificate of trust with the Secretary of State,

104-39  and annually thereafter on or before the last day of the month in

104-40  which the anniversary date of the filing of its certificate of trust with

104-41  the Secretary of State occurs, file with the Secretary of State, on a

104-42  form furnished by him, a list signed by at least one trustee that

104-43  contains the name and mailing address of its lawfully designated

104-44  resident agent and at least one trustee. Each list filed pursuant to this

105-1  subsection must be accompanied by a declaration under penalty of

105-2  perjury that the business trust [has] :

105-3     (a) Has complied with the provisions of chapter 364A of NRS

105-4  [.] ; and

105-5     (b) Acknowledges that pursuant to NRS 239.330, it is a

105-6  category C felony to knowingly offer any false or forged

105-7  instrument for filing in the Office of the Secretary of State.

105-8     2.  Upon filing:

105-9     (a) The initial list required by subsection 1, the business trust

105-10  shall pay to the Secretary of State a fee of [$165.] $125.

105-11    (b) Each annual list required by subsection 1, the business trust

105-12  shall pay to the Secretary of State a fee of [$85.] $125.

105-13    3.  If a trustee of a business trust resigns and the resignation

105-14  is not made in conjunction with the filing of an annual or

105-15  amended list of trustees, the business trust shall pay to the

105-16  Secretary of State a fee of $75 to file the resignation of the trustee.

105-17    4.  The Secretary of State shall, 60 days before the last day for

105-18  filing each annual list required by subsection 1, cause to be mailed

105-19  to each business trust which is required to comply with the

105-20  provisions of NRS 88A.600 to 88A.660, inclusive, and which has

105-21  not become delinquent, the blank forms to be completed and filed

105-22  with him. Failure of a business trust to receive the forms does not

105-23  excuse it from the penalty imposed by law.

105-24    [4.] 5.  An annual list for a business trust not in default which is

105-25  received by the Secretary of State more than [60] 90 days before its

105-26  due date shall be deemed an amended list for the previous year.

105-27    Sec. 172.  NRS 88A.610 is hereby amended to read as follows:

105-28      88A.610  When the fee for filing the annual list has been paid,

105-29  the cancelled check or other proof of payment received by the

105-30  business trust constitutes a certificate authorizing it to transact its

105-31  business within this state until the last day of the month in which the

105-32  anniversary of the filing of its certificate of trust occurs in the next

105-33  succeeding calendar year. [If the business trust desires a formal

105-34  certificate upon its payment of the annual fee, its payment must be

105-35  accompanied by a self-addressed, stamped envelope.]

105-36    Sec. 173.  NRS 88A.620 is hereby amended to read as follows:

105-37      88A.620  1.  Each list required to be filed pursuant to the

105-38  provisions of NRS 88A.600 to 88A.660, inclusive, must, after the

105-39  name of each trustee listed thereon, set forth his [post office box or

105-40  street] address, either residence or business.

105-41    2.  If the addresses are not stated on a list offered for filing, the

105-42  Secretary of State may refuse to file the list, and the business trust

105-43  for which the list has been offered for filing is subject to all the

105-44  provisions of NRS 88A.600 to 88A.660, inclusive, relating to failure

105-45  to file the list when or at the times therein specified, unless a list is

106-1  subsequently submitted for filing which conforms to the provisions

106-2  of those sections.

106-3     Sec. 174.  NRS 88A.630 is hereby amended to read as follows:

106-4      88A.630  1.  Each business trust required to file the list and

106-5  pay the fee prescribed in NRS 88A.600 to 88A.660, inclusive,

106-6  which refuses or neglects to do so within the time provided shall be

106-7  deemed in default.

106-8     2.  For default, there must be added to the amount of the fee a

106-9  penalty of [$50.] $75. The fee and penalty must be collected as

106-10  provided in this chapter.

106-11    Sec. 175.  NRS 88A.640 is hereby amended to read as follows:

106-12      88A.640  1.  The Secretary of State shall notify, by [letter

106-13  addressed] providing written notice to its resident agent, each

106-14  business trust deemed in default pursuant to the provisions of this

106-15  chapter. The written notice [must be accompanied by] :

106-16    (a) Must include a statement indicating the amount of the filing

106-17  fee, penalties incurred and costs remaining unpaid.

106-18    (b) At the request of the resident agent, may be provided

106-19  electronically.

106-20    2.  Immediately after the first day of the first anniversary of the

106-21  month following the month in which the filing was required, the

106-22  certificate of trust of the business trust is revoked and its right to

106-23  transact business is forfeited.

106-24    3.  The Secretary of State shall compile a complete list

106-25  containing the names of all business trusts whose right to [do]

106-26  transact business has been forfeited. [He]

106-27    4.  The Secretary of State shall forthwith notify [each such

106-28  business trust, by letter addressed] , by providing written notice to

106-29  its resident agent, each business trust specified in subsection 3 of

106-30  the revocation of its certificate of trust. The written notice [must be

106-31  accompanied by] :

106-32    (a) Must include a statement indicating the amount of the filing

106-33  fee, penalties incurred and costs remaining unpaid.

106-34    [4.] (b) At the request of the resident agent, may be provided

106-35  electronically.

106-36    5.  If the certificate of trust is revoked and the right to transact

106-37  business is forfeited, all the property and assets of the defaulting

106-38  business trust must be held in trust by its trustees as for insolvent

106-39  business trusts, and the same proceedings may be had with respect

106-40  thereto as are applicable to insolvent business trusts. Any person

106-41  interested may institute proceedings at any time after a forfeiture has

106-42  been declared, but if the Secretary of State reinstates the certificate

106-43  of trust, the proceedings must at once be dismissed.

 

 

107-1     Sec. 176.  NRS 88A.650 is hereby amended to read as follows:

107-2      88A.650  1.  Except as otherwise provided in [subsection 3,]

107-3  subsections 3 and 4, the Secretary of State shall reinstate a business

107-4  trust which has forfeited or which forfeits its right to transact

107-5  business pursuant to the provisions of this chapter and shall restore

107-6  to the business trust its right to carry on business in this state, and to

107-7  exercise its privileges and immunities, if it:

107-8     (a) Files with the Secretary of State [the] :

107-9         (1) The list required by NRS 88A.600; and

107-10        (2) A certificate of acceptance of appointment signed by its

107-11  resident agent; and

107-12    (b) Pays to the Secretary of State:

107-13        (1) The filing fee and penalty set forth in NRS 88A.600 and

107-14  88A.630 for each year or portion thereof during which its certificate

107-15  of trust was revoked; and

107-16        (2) A fee of [$200] $300 for reinstatement.

107-17    2.  When the Secretary of State reinstates the business trust, he

107-18  shall[:

107-19    (a) Immediately issue and deliver to the business trust a

107-20  certificate of reinstatement authorizing it to transact business as if

107-21  the filing fee had been paid when due; and

107-22    (b) Upon demand,] issue to the business trust [one or more

107-23  certified copies of the] a certificate of reinstatement[.] if the

107-24  business trust:

107-25    (a) Requests a certificate of reinstatement; and

107-26    (b) Pays the required fees pursuant to NRS 88A.900.

107-27    3.  The Secretary of State shall not order a reinstatement unless

107-28  all delinquent fees and penalties have been paid, and the revocation

107-29  of the certificate of trust occurred only by reason of the failure to

107-30  file the list or pay the fees and penalties.

107-31    4.  If a certificate of business trust has been revoked pursuant

107-32  to the provisions of this chapter and has remained revoked for a

107-33  period of 5 consecutive years, the certificate must not be

107-34  reinstated.

107-35    Sec. 177.  NRS 88A.660 is hereby amended to read as follows:

107-36      88A.660  1.  Except as otherwise provided in subsection 2, if a

107-37  certificate of trust is revoked pursuant to the provisions of this

107-38  chapter and the name of the business trust has been legally reserved

107-39  or acquired by another artificial person formed, organized,

107-40  registered or qualified pursuant to the provisions of this title whose

107-41  name is on file with the Office of the Secretary of State or reserved

107-42  in the Office of the Secretary of State pursuant to the provisions of

107-43  this title, the business trust shall submit in writing to the Secretary

107-44  of State some other name under which it desires to be reinstated. If

107-45  that name is distinguishable from all other names reserved or

108-1  otherwise on file, the Secretary of State shall [issue to] reinstate the

108-2  business trust [a certificate of reinstatement] under that new name.

108-3     2.  If the defaulting business trust submits the written,

108-4  acknowledged consent of the artificial person using a name, or the

108-5  person who has reserved a name, which is not distinguishable from

108-6  the old name of the business trust or a new name it has submitted, it

108-7  may be reinstated under that name.

108-8     Sec. 178.  NRS 88A.710 is hereby amended to read as follows:

108-9      88A.710  Before transacting business in this state, a foreign

108-10  business trust shall register with the Secretary of State. In order to

108-11  register, a foreign business trust shall submit to the Secretary of

108-12  State an application for registration as a foreign business trust,

108-13  signed by a trustee, and a signed certificate of acceptance of a

108-14  resident agent. The application for registration must set forth:

108-15    1.  The name of the foreign business trust and, if different, the

108-16  name under which it proposes to register and transact business in

108-17  this state;

108-18    2.  The state and date of its formation;

108-19    3.  The name and address of the resident agent whom the

108-20  foreign business trust elects to appoint;

108-21    4.  The address of the office required to be maintained in the

108-22  state of its organization by the laws of that state or, if not so

108-23  required, of the principal office of the foreign business trust; and

108-24    5.  The name and [business] address , either residence or

108-25  business, of one trustee.

108-26    Sec. 179.  NRS 88A.740 is hereby amended to read as follows:

108-27      88A.740  A foreign business trust may cancel its registration by

108-28  filing with the Secretary of State a certificate of cancellation signed

108-29  by a trustee. The certificate must set forth:

108-30    1.  The name of the foreign business trust;

108-31    2.  [The date upon which its certificate of registration was filed;

108-32    3.]  The effective date of the cancellation if other than the date

108-33  of the filing of the certificate of cancellation; and

108-34    [4.] 3.  Any other information deemed necessary by the trustee.

108-35  A cancellation does not terminate the authority of the Secretary of

108-36  State to accept service of process on the foreign business trust with

108-37  respect to causes of action arising out of the transaction of business

108-38  in this state.

108-39    Sec. 180.  NRS 88A.900 is hereby amended to read as follows:

108-40      88A.900  The Secretary of State shall charge and collect the

108-41  following fees for:

108-42    1.  Filing an original certificate of trust, or for registering a

108-43  foreign business trust, [$175.] $75.

108-44    2.  Filing an amendment or restatement, or a combination

108-45  thereof, to a certificate of trust, [$150.] $175.

109-1     3.  Filing a certificate of cancellation, [$175.] $75.

109-2     4.  Certifying a copy of a certificate of trust or an amendment or

109-3  restatement, or a combination thereof, [$20] $30 per certification.

109-4     5.  Certifying an authorized printed copy of this chapter, [$20.]

109-5  $30.

109-6     6.  Reserving a name for a business trust, [$20.] $25.

109-7     7.  Executing a certificate of existence of a business trust which

109-8  does not list the previous documents relating to it, or a certificate of

109-9  change in the name of a business trust, [$40.] $50.

109-10    8.  Executing a certificate of existence of a business trust which

109-11  lists the previous documents relating to it, [$40.

109-12    9.  Filing a statement of change of address of the registered

109-13  office for each business trust, $30.

109-14    10.] $50.

109-15    9.  Filing a statement of change of the [registered agent, $30.

109-16    11.] resident agent, $60.

109-17    10.  Executing, certifying or filing any certificate or document

109-18  not otherwise provided for in this section, [$40.

109-19    12.] $50.

109-20    11.  Examining and provisionally approving a document before

109-21  the document is presented for filing, [$100.

109-22    13.] $125.

109-23    12.  Copying a document on file with him, for each page, [$1.]

109-24  $2.

109-25    Sec. 181.  NRS 88A.930 is hereby amended to read as follows:

109-26      88A.930  1.  A business trust may correct a document filed by

109-27  the Secretary of State with respect to the business trust if the

109-28  document contains an inaccurate record of a trust action described in

109-29  the document or was defectively executed, attested, sealed, verified

109-30  or acknowledged.

109-31    2.  To correct a document, the business trust must:

109-32    (a) Prepare a certificate of correction that:

109-33        (1) States the name of the business trust;

109-34        (2) Describes the document, including, without limitation, its

109-35  filing date;

109-36        (3) Specifies the inaccuracy or defect;

109-37        (4) Sets forth the inaccurate or defective portion of the

109-38  document in an accurate or corrected form; and

109-39        (5) Is signed by a trustee of the business trust.

109-40    (b) Deliver the certificate to the Secretary of State for filing.

109-41    (c) Pay a filing fee of [$150] $175 to the Secretary of State.

109-42    3.  A certificate of correction is effective on the effective date

109-43  of the document it corrects except as to persons relying on the

109-44  uncorrected document and adversely affected by the correction. As

109-45  to those persons, the certificate is effective when filed.

110-1     Sec. 182.  Chapter 89 of NRS is hereby amended by adding

110-2  thereto a new section to read as follows:

110-3     1.  Each document filed with the Secretary of State pursuant

110-4  to this chapter must be on or accompanied by a form prescribed by

110-5  the Secretary of State.

110-6     2.  The Secretary of State may refuse to file a document which

110-7  does not comply with subsection 1 or which does not contain all of

110-8  the information required by statute for filing the document.

110-9     3.  If the provisions of the form prescribed by the Secretary of

110-10  State conflict with the provisions of any document that is

110-11  submitted for filing with the form:

110-12    (a) The provisions of the form control for all purposes with

110-13  respect to the information that is required by statute to appear in

110-14  the document in order for the document to be filed; and

110-15    (b) Unless otherwise provided in the document, the provisions

110-16  of the document control in every other situation.

110-17    4.  The Secretary of State may by regulation provide for the

110-18  electronic filing of documents with the Office of the Secretary of

110-19  State.

110-20    Sec. 183.  NRS 89.040 is hereby amended to read as follows:

110-21      89.040  1.  One or more persons may organize a professional

110-22  corporation in the manner provided for organizing a private

110-23  corporation pursuant to chapter 78 of NRS. Each person organizing

110-24  the corporation must, except as otherwise provided in subsection 2

110-25  of NRS 89.050, be authorized to perform the professional service

110-26  for which the corporation is organized. The articles of incorporation

110-27  must contain the following additional information:

110-28    (a) The profession to be practiced by means of the professional

110-29  corporation.

110-30    (b) The names and [post office boxes or street] addresses, either

110-31  residence or business, of the original stockholders and directors of

110-32  the professional corporation.

110-33    (c) Except as otherwise provided in paragraph (d) of this

110-34  subsection, a certificate from the regulating board of the profession

110-35  to be practiced showing that each of the directors, and each of the

110-36  stockholders who is a natural person, is licensed to practice the

110-37  profession.

110-38    (d) For a professional corporation organized pursuant to this

110-39  chapter and practicing pursuant to the provisions of NRS 623.349, a

110-40  certificate from the regulating board or boards of the profession or

110-41  professions to be practiced showing that control and two-thirds

110-42  ownership of the corporation is held by persons registered or

110-43  licensed pursuant to the applicable provisions of chapter 623, 623A

110-44  or 625 of NRS. As used in this paragraph, “control” has the meaning

110-45  ascribed to it in NRS 623.349.

111-1     2.  The corporate name of a professional corporation must

111-2  contain the words “Professional Corporation” or the abbreviation

111-3  “Prof. Corp.,” “P.C.” or “PC,” or the word “Chartered” or the

111-4  abbreviation “Chtd.,” or “Limited” or the abbreviation “Ltd.” The

111-5  corporate name must contain the last name of one or more of its

111-6  stockholders. The corporation may render professional services and

111-7  exercise its authorized powers under a fictitious name if the

111-8  corporation has first registered the name in the manner required by

111-9  chapter 602 of NRS.

111-10    Sec. 184.  NRS 89.210 is hereby amended to read as follows:

111-11      89.210  1.  Within 30 days after the organization of a

111-12  professional association under this chapter, the association shall file

111-13  with the Secretary of State a copy of the articles of association, duly

111-14  executed, and shall pay at that time a filing fee of [$175. Any such

111-15  association formed as a common-law association before July 1,

111-16  1969, shall file, within 30 days after July 1, 1969, a certified copy of

111-17  its articles of association, with any amendments thereto, with the

111-18  Secretary of State, and shall pay at that time a filing fee of $25.]

111-19  $75. A copy of any amendments to the articles of association

111-20  [adopted after July 1, 1969,] must also be filed with the Secretary of

111-21  State within 30 days after the adoption of such amendments. Each

111-22  copy of amendments so filed must be certified as true and correct

111-23  and be accompanied by a filing fee of [$150.] $175.

111-24    2.  The name of such a professional association must contain

111-25  the words “Professional Association,” “Professional Organization”

111-26  or the abbreviations “Prof. Ass’n” or “Prof. Org.” The association

111-27  may render professional services and exercise its authorized powers

111-28  under a fictitious name if the association has first registered the

111-29  name in the manner required under chapter 602 of NRS.

111-30    Sec. 185.  NRS 89.250 is hereby amended to read as follows:

111-31      89.250  1.  Except as otherwise provided in subsection 2, a

111-32  professional association shall, on or before the [first] last day of the

111-33  [second] first month after the filing of its articles of association with

111-34  the Secretary of State, and annually thereafter on or before the last

111-35  day of the month in which the anniversary date of its organization

111-36  occurs in each year, furnish a statement to the Secretary of State

111-37  showing the names and [residence] addresses , either residence or

111-38  business, of all members and employees in the professional

111-39  association and certifying that all members and employees are

111-40  licensed to render professional service in this state.

111-41    2.  A professional association organized and practicing pursuant

111-42  to the provisions of this chapter and NRS 623.349 shall, on or

111-43  before the [first] last day of the [second] first month after the filing

111-44  of its articles of association with the Secretary of State, and annually

111-45  thereafter on or before the last day of the month in which the

112-1  anniversary date of its organization occurs in each year, furnish a

112-2  statement to the Secretary of State:

112-3     (a) Showing the names and [residence] addresses , either

112-4  residence or business, of all members and employees of the

112-5  professional association who are licensed or otherwise authorized

112-6  by law to render professional service in this state;

112-7     (b) Certifying that all members and employees who render

112-8  professional service are licensed or otherwise authorized by law to

112-9  render professional service in this state; and

112-10    (c) Certifying that all members who are not licensed to render

112-11  professional service in this state do not render professional service

112-12  on behalf of the professional association except as authorized by

112-13  law.

112-14    3.  Each statement filed pursuant to this section must be:

112-15    (a) Made on a form prescribed by the Secretary of State and

112-16  must not contain any fiscal or other information except that

112-17  expressly called for by this section.

112-18    (b) Signed by the chief executive officer of the professional

112-19  association.

112-20    (c) Accompanied by a declaration under penalty of perjury that

112-21  the professional association [has] :

112-22        (1) Has complied with the provisions of chapter 364A of

112-23  NRS [.] ; and

112-24        (2) Acknowledges that pursuant to NRS 239.330, it is a

112-25  category C felony to knowingly offer any false or forged

112-26  instrument for filing in the Office of the Secretary of State.

112-27    4.  Upon filing:

112-28    (a) The initial statement required by this section, the

112-29  professional association shall pay to the Secretary of State a fee of

112-30  [$165.] $125.

112-31    (b) Each annual statement required by this section, the

112-32  professional association shall pay to the Secretary of State a fee of

112-33  [$85.] $125.

112-34    5.  As used in this section, “signed” means to have executed or

112-35  adopted a name, word or mark, including, without limitation, an

112-36  electronic signature as defined in NRS 719.100, with the present

112-37  intention to authenticate a document.

112-38    Sec. 186.  NRS 89.252 is hereby amended to read as follows:

112-39      89.252  1.  Each professional association that is required to

112-40  make a filing and pay the fee prescribed in NRS 89.250 but refuses

112-41  to do so within the time provided is in default.

112-42    2.  For default, there must be added to the amount of the fee a

112-43  penalty of [$50.] $75. The fee and penalty must be collected as

112-44  provided in this chapter.

 

113-1     Sec. 187.  NRS 89.254 is hereby amended to read as follows:

113-2      89.254  1.  The Secretary of State shall [notify by letter]

113-3  provide written notice to each professional association which is in

113-4  default pursuant to the provisions of NRS 89.252. The written

113-5  notice [must be accompanied by] :

113-6     (a) Must include a statement indicating the amount of the filing

113-7  fee, penalties incurred and costs remaining unpaid.

113-8     (b) At the request of the professional association, may be

113-9  provided electronically.

113-10    2.  On the first day of the [ninth] first anniversary of the month

113-11  following the month in which the filing was required, the articles of

113-12  association of the professional association is revoked and its right to

113-13  transact business is forfeited.

113-14    3.  The Secretary of State shall compile a complete list

113-15  containing the names of all professional associations whose right to

113-16  [do] transact business has been forfeited.

113-17    4.  The Secretary of State shall forthwith notify each [such]

113-18  professional association specified in subsection 3 by [letter]

113-19  providing written notice of the forfeiture of its right to transact

113-20  business. The written notice [must be accompanied by] :

113-21    (a) Must include a statement indicating the amount of the filing

113-22  fee, penalties incurred and costs remaining unpaid.

113-23    [4.] (b) At the request of the professional association, may be

113-24  provided electronically.

113-25    5.  If the articles of association of a professional association are

113-26  revoked and the right to transact business is forfeited, all the

113-27  property and assets of the defaulting professional association must

113-28  be held in trust by its members, as for insolvent corporations, and

113-29  the same proceedings may be had with respect to its property and

113-30  assets as apply to insolvent corporations. Any interested person may

113-31  institute proceedings at any time after a forfeiture has been declared,

113-32  but if the Secretary of State reinstates the articles of association the

113-33  proceedings must be dismissed and all property restored to the

113-34  members of the professional association.

113-35    [5.] 6.  If the assets of the professional association are

113-36  distributed, they must be applied to:

113-37    (a) The payment of the filing fee, penalties and costs due to the

113-38  State; and

113-39    (b) The payment of the creditors of the professional association.

113-40  Any balance remaining must be distributed as set forth in the articles

113-41  of association or, if no such provisions exist, among the members of

113-42  the professional association.

113-43    Sec. 188.  NRS 89.256 is hereby amended to read as follows:

113-44      89.256  1.  Except as otherwise provided in subsections 3 and

113-45  4, the Secretary of State shall reinstate any professional association

114-1  which has forfeited its right to transact business under the provisions

114-2  of this chapter and restore the right to carry on business in this state

114-3  and exercise its privileges and immunities if it:

114-4     (a) Files with the Secretary of State [the] :

114-5         (1) The statement and certification required by NRS 89.250;

114-6  and

114-7         (2) A certificate of acceptance of appointment signed by its

114-8  resident agent; and

114-9     (b) Pays to the Secretary of State:

114-10        (1) The filing fee and penalty set forth in NRS 89.250 and

114-11  89.252 for each year or portion thereof during which the articles of

114-12  association have been revoked; and

114-13        (2) A fee of [$200] $300 for reinstatement.

114-14    2.  When the Secretary of State reinstates the professional

114-15  association , [to its former rights,] he shall[:

114-16    (a) Immediately issue and deliver to the association a certificate

114-17  of reinstatement authorizing it to transact business, as if the fees had

114-18  been paid when due; and

114-19    (b) Upon demand,] issue to the professional association a

114-20  [certified copy of the] certificate of reinstatement [.] if the

114-21  professional association:

114-22    (a) Requests a certificate of reinstatement; and

114-23    (b) Pays the required fees pursuant to subsection 8 of

114-24  NRS 78.785.

114-25    3.  The Secretary of State shall not order a reinstatement unless

114-26  all delinquent fees and penalties have been paid, and the revocation

114-27  of the [association’s] articles of association occurred only by reason

114-28  of [its] the failure to pay the fees and penalties.

114-29    4.  If the articles of association of a professional association

114-30  have been revoked pursuant to the provisions of this chapter and

114-31  have remained revoked for 10 consecutive years, the articles must

114-32  not be reinstated.

114-33    Sec. 189.  NRS 90.360 is hereby amended to read as follows:

114-34      90.360  1.  An applicant for licensing shall pay a

114-35  nonrefundable licensing fee, due annually in the following amounts:

114-36    (a) Broker-dealer, [$150.] $300.

114-37    (b) Sales representative, [$55.] $110.

114-38    (c) Investment adviser, [$150.] $300.

114-39    (d) Representative of an investment adviser, [$55.] $110.

114-40    2.  The Administrator by regulation may require licensing of

114-41  branch offices and impose a fee for the licensing and an annual fee.

114-42    3.  For the purpose of this section, a “branch office” means any

114-43  place of business in this state other than the principal office in the

114-44  state of the broker-dealer, from which one or more sales

114-45  representatives transact business.

115-1     Sec. 190.  NRS 90.380 is hereby amended to read as follows:

115-2      90.380  1.  Unless a proceeding under NRS 90.420 has been

115-3  instituted, the license of any broker-dealer, sales representative,

115-4  investment adviser or representative of an investment adviser

115-5  becomes effective 30 days after an application for licensing has

115-6  been filed and is complete, including any amendment, if all

115-7  requirements imposed pursuant to NRS 90.370 and 90.375 have

115-8  been satisfied. An application or amendment is complete when the

115-9  applicant has furnished information responsive to each applicable

115-10  item of the application. The Administrator may authorize an earlier

115-11  effective date of licensing.

115-12    2.  The license of a broker-dealer, sales representative,

115-13  investment adviser or representative of an investment adviser is

115-14  effective until terminated by revocation, suspension, expiration or

115-15  withdrawal.

115-16    3.  The license of a sales representative is only effective with

115-17  respect to transactions effected on behalf of the broker-dealer or

115-18  issuer for whom the sales representative is licensed.

115-19    4.  A person shall not at any one time act as a sales

115-20  representative for more than one broker-dealer or for more than one

115-21  issuer, unless the Administrator by regulation or order authorizes

115-22  multiple licenses.

115-23    5.  If a person licensed as a sales representative terminates

115-24  association with a broker-dealer or issuer or ceases to be a sales

115-25  representative, the sales representative and the broker-dealer or

115-26  issuer on whose behalf the sales representative was acting shall

115-27  promptly notify the Administrator.

115-28    6.  The Administrator by regulation may authorize one or more

115-29  special classifications of licenses as a broker-dealer, sales

115-30  representative, investment adviser or representative of an investment

115-31  adviser to be issued to applicants subject to limitations and

115-32  conditions on the nature of the activities that may be conducted by

115-33  persons so licensed.

115-34    7.  The license of a broker-dealer, sales representative,

115-35  investment adviser or representative of an investment adviser

115-36  expires if:

115-37    (a) The statement required pursuant to NRS 90.375 is not

115-38  submitted when it is due; or

115-39    (b) The annual fee required by NRS 90.360 is not paid when it is

115-40  due.

115-41    8.  A license that has expired may be reinstated retroactively if

115-42  the licensed person:

115-43    (a) Submits the statement required pursuant to NRS 90.375; and

115-44    (b) Pays the fee required by NRS 90.360, plus a fee for

115-45  reinstatement in the amount of [$25,] $50,

116-1  within 30 days after the date of expiration. If the license is not

116-2  reinstated within that time, it shall be deemed to have lapsed as of

116-3  the date of expiration, and the licensed person must thereafter

116-4  submit a new application for licensing if he desires to be relicensed.

116-5     Sec. 191.  NRS 90.456 is hereby amended to read as follows:

116-6      90.456  1.  The Administrator may charge a fee not to exceed

116-7  [.25] 0.5 percent of the total value of each transaction involving the

116-8  purchase, sale or other transfer of a security conducted by a

116-9  securities exchange located in this state.

116-10    2.  The Administrator may adopt by regulation or order, and

116-11  shall cause to be published, a table of fees based upon the direct cost

116-12  of regulating the securities exchange.

116-13    Sec. 192.  NRS 90.500 is hereby amended to read as follows:

116-14      90.500  1.  A registration statement may be filed by the issuer,

116-15  any other person on whose behalf the offering is to be made, or a

116-16  broker-dealer licensed under this chapter.

116-17    2.  Except as otherwise provided in subsection 3, a person filing

116-18  a registration statement shall pay a filing fee of [one-tenth of 1] 0.2

116-19  percent of the maximum aggregate offering price at which the

116-20  registered securities are to be offered in this state, but not less than

116-21  [$350] $700 or more than [$2,500.] $5,000. If a registration

116-22  statement is withdrawn before the effective date or a pre-effective

116-23  order is entered under NRS 90.510, the Administrator shall retain

116-24  the fee.

116-25    3.  An open-end management company, a face amount

116-26  certificate company or a unit investment trust, as defined in the

116-27  Investment Company Act of 1940, may register an indefinite

116-28  amount of securities under a registration statement. The registrant

116-29  shall pay:

116-30    (a) A fee of [$500] $1,000 at the time of filing; and

116-31    (b) Within 60 days after the registrant’s fiscal year during which

116-32  its statement is effective, a fee of [$2,000,] $4,000, or file a report

116-33  on a form the Administrator adopts, specifying its sale of securities

116-34  to persons in this state during the fiscal year and pay a fee of [one-

116-35  tenth of 1] 0.2 percent of the aggregate sales price of the securities

116-36  sold to persons in this state, but the latter fee must not be less than

116-37  [$350] $700 or more than [$2,500.] $5,000.

116-38    4.  Except as otherwise permitted by subsection 3, a statement

116-39  must specify:

116-40    (a) The amount of securities to be offered in this state and the

116-41  states in which a statement or similar document in connection with

116-42  the offering has been or is to be filed; and

116-43    (b) Any adverse order, judgment or decree entered by a

116-44  securities agency or administrator in any state or by a court or the

117-1  Securities and Exchange Commission in connection with the

117-2  offering.

117-3     5.  A document filed under this chapter as now or previously in

117-4  effect, within 5 years before the filing of a registration statement,

117-5  may be incorporated by reference in the registration statement if the

117-6  document is currently accurate.

117-7     6.  The Administrator by regulation or order may permit the

117-8  omission of an item of information or document from a statement.

117-9     7.  In the case of a nonissuer offering, the Administrator may

117-10  not require information under subsection 13 or NRS 90.510 [or

117-11  subsection 13 of this section] unless it is known to the person filing

117-12  the registration statement or to the person on whose behalf the

117-13  offering is to be made, or can be furnished by one of them without

117-14  unreasonable effort or expense.

117-15    8.  In the case of a registration under NRS 90.480 or 90.490 by

117-16  an issuer who has no public market for its shares and no significant

117-17  earnings from continuing operations during the last 5 years or any

117-18  shorter period of its existence, the Administrator by regulation or

117-19  order may require as a condition of registration that the following

117-20  securities be deposited in escrow for not more than 3 years:

117-21    (a) A security issued to a promoter within the 3 years

117-22  immediately before the offering or to be issued to a promoter for a

117-23  consideration substantially less than the offering price; and

117-24    (b) A security issued to a promoter for a consideration other

117-25  than cash, unless the registrant demonstrates that the value of the

117-26  noncash consideration received in exchange for the security is

117-27  substantially equal to the offering price for the security.

117-28  The Administrator by regulation may determine the conditions of an

117-29  escrow required under this subsection, but the Administrator may

117-30  not reject a depository solely because of location in another state.

117-31    9.  The Administrator by regulation may require as a condition

117-32  of registration under NRS 90.480 or 90.490 that the proceeds from

117-33  the sale of the registered security in this state must be impounded

117-34  until the issuer receives a specified amount from the sale of the

117-35  security. The Administrator by regulation or order may determine

117-36  the conditions of an impounding arrangement required under this

117-37  subsection, but the Administrator may not reject a depository solely

117-38  because of its location in another state.

117-39    10.  If a security is registered pursuant to NRS 90.470 or

117-40  90.480, the prospectus filed under the Securities Act of 1933 must

117-41  be delivered to each purchaser in accordance with the requirements

117-42  of that act for the delivery of a prospectus.

117-43    11.  If a security is registered pursuant to NRS 90.490, an

117-44  offering document containing information the Administrator by

118-1  regulation or order designates must be delivered to each purchaser

118-2  with or before the earliest of:

118-3     (a) The first written offer made to the purchaser by or for the

118-4  account of the issuer or another person on whose behalf the offering

118-5  is being made or by an underwriter or broker-dealer who is offering

118-6  part of an unsold allotment or subscription taken by it as a

118-7  participant in the distribution;

118-8     (b) Confirmation of a sale made by or for the account of a

118-9  person named in paragraph (a);

118-10    (c) Payment pursuant to a sale; or

118-11    (d) Delivery pursuant to a sale.

118-12    12.  Except for a registration statement under which an

118-13  indefinite amount of securities are registered as provided in

118-14  subsection 3, a statement remains effective for 1 year after its

118-15  effective date unless the Administrator by regulation extends the

118-16  period of effectiveness. A registration statement under which an

118-17  indefinite amount of securities are registered remains effective until

118-18  60 days after the beginning of the registrant’s next fiscal year

118-19  following the date the statement was filed. All outstanding securities

118-20  of the same class as a registered security are considered to be

118-21  registered for the purpose of a nonissuer transaction while the

118-22  registration statement is effective, unless the Administrator by

118-23  regulation or order provides otherwise. A registration statement may

118-24  not be withdrawn after its effective date if any of the securities

118-25  registered have been sold in this state, unless the Administrator by

118-26  regulation or order provides otherwise. No registration statement is

118-27  effective while an order is in effect under subsection 1 of

118-28  NRS 90.510.

118-29    13.  During the period that an offering is being made pursuant

118-30  to an effective registration statement, the Administrator by

118-31  regulation or order may require the person who filed the registration

118-32  statement to file reports, not more often than quarterly, to keep

118-33  reasonably current the information contained in the registration

118-34  statement and to disclose the progress of the offering.

118-35    14.  A registration statement filed under NRS 90.470 or 90.480

118-36  may be amended after its effective date to increase the securities

118-37  specified to be offered and sold. The amendment becomes effective

118-38  upon filing of the amendment and payment of an additional filing

118-39  fee of 3 times the fee otherwise payable, calculated in the manner

118-40  specified in subsection 2, with respect to the additional securities to

118-41  be offered and sold. The effectiveness of the amendment relates

118-42  back to the date or dates of sale of the additional securities being

118-43  registered.

118-44    15.  A registration statement filed under NRS 90.490 may be

118-45  amended after its effective date to increase the securities specified to

119-1  be offered and sold, if the public offering price and underwriters’

119-2  discounts and commissions are not changed from the respective

119-3  amounts which the Administrator was informed. The amendment

119-4  becomes effective when the Administrator so orders and relates

119-5  back to the date of sale of the additional securities being registered.

119-6  A person filing an amendment shall pay an additional filing fee of 3

119-7  times the fee otherwise payable, calculated in the manner specified

119-8  in subsection 2, with respect to the additional securities to be offered

119-9  and sold.

119-10    Sec. 193.  NRS 90.520 is hereby amended to read as follows:

119-11      90.520  1.  As used in this section:

119-12    (a) “Guaranteed” means guaranteed as to payment of all or

119-13  substantially all of principal and interest or dividends.

119-14    (b) “Insured” means insured as to payment of all or substantially

119-15  all of principal and interest or dividends.

119-16    2.  Except as otherwise provided in subsections 4 and 5, the

119-17  following securities are exempt from NRS 90.460 and 90.560:

119-18    (a) A security, including a revenue obligation, issued, insured or

119-19  guaranteed by the United States, an agency or corporate or other

119-20  instrumentality of the United States, an international agency or

119-21  corporate or other instrumentality of which the United States and

119-22  one or more foreign governments are members, a state, a political

119-23  subdivision of a state, or an agency or corporate or other

119-24  instrumentality of one or more states or their political subdivisions,

119-25  or a certificate of deposit for any of the foregoing, but this

119-26  exemption does not include a security payable solely from revenues

119-27  to be received from an enterprise unless the:

119-28        (1) Payments are insured or guaranteed by the United States,

119-29  an agency or corporate or other instrumentality of the United States,

119-30  an international agency or corporate or other instrumentality of

119-31  which the United States and one or more foreign governments are

119-32  members, a state, a political subdivision of a state, or an agency or

119-33  corporate or other instrumentality of one or more states or their

119-34  political subdivisions, or by a person whose securities are exempt

119-35  from registration pursuant to paragraphs (b) to (e), inclusive, or (g),

119-36  or the revenues from which the payments are to be made are a direct

119-37  obligation of such a person;

119-38        (2) Security is issued by this state or an agency,

119-39  instrumentality or political subdivision of this state; or

119-40        (3) Payments are insured or guaranteed by a person who,

119-41  within the 12 months next preceding the date on which the securities

119-42  are issued, has received a rating within one of the top four rating

119-43  categories of either Moody’s Investors Service, Inc., or Standard

119-44  and Poor’s Ratings Services.

120-1     (b) A security issued, insured or guaranteed by Canada, a

120-2  Canadian province or territory, a political subdivision of Canada or

120-3  of a Canadian province or territory, an agency or corporate or other

120-4  instrumentality of one or more of the foregoing, or any other foreign

120-5  government or governmental combination or entity with which the

120-6  United States maintains diplomatic relations, if the security is

120-7  recognized as a valid obligation by the issuer, insurer or guarantor.

120-8     (c) A security issued by and representing an interest in or a

120-9  direct obligation of a depository institution if the deposit or share

120-10  accounts of the depository institution are insured by the Federal

120-11  Deposit Insurance Corporation, the National Credit Union Share

120-12  Insurance Fund or a successor to an applicable agency authorized by

120-13  federal law.

120-14    (d) A security issued by and representing an interest in or a

120-15  direct obligation of, or insured or guaranteed by, an insurance

120-16  company organized under the laws of any state and authorized to do

120-17  business in this state.

120-18    (e) A security issued or guaranteed by a railroad, other common

120-19  carrier, public utility or holding company that is:

120-20        (1) Subject to the jurisdiction of the Surface Transportation

120-21  Board;

120-22        (2) A registered holding company under the Public Utility

120-23  Holding Company Act of 1935 or a subsidiary of a registered

120-24  holding company within the meaning of that act;

120-25        (3) Regulated in respect to its rates and charges by a

120-26  governmental authority of the United States or a state; or

120-27        (4) Regulated in respect to the issuance or guarantee of the

120-28  security by a governmental authority of the United States, a state,

120-29  Canada, or a Canadian province or territory.

120-30    (f) Equipment trust certificates in respect to equipment leased or

120-31  conditionally sold to a person, if securities issued by the person

120-32  would be exempt pursuant to this section.

120-33    (g) A security listed or approved for listing upon notice of

120-34  issuance on the New York Stock Exchange, the American Stock

120-35  Exchange, the [Midwest] Chicago Stock Exchange, the Pacific

120-36  Stock Exchange or other exchange designated by the Administrator,

120-37  any other security of the same issuer which is of senior or

120-38  substantially equal rank, a security called for by subscription right or

120-39  warrant so listed or approved, or a warrant or right to purchase or

120-40  subscribe to any of the foregoing.

120-41    (h) A security designated or approved for designation upon

120-42  issuance or notice of issuance for inclusion in the national market

120-43  system by the National Association of Securities Dealers, Inc., any

120-44  other security of the same issuer which is of senior or substantially

120-45  equal rank, a security called for by subscription right or warrant so

121-1  designated, or a warrant or a right to purchase or subscribe to any of

121-2  the foregoing.

121-3     (i) An option issued by a clearing agency registered under the

121-4  Securities Exchange Act of 1934, other than an off-exchange futures

121-5  contract or substantially similar arrangement, if the security,

121-6  currency, commodity[,] or other interest underlying the option is:

121-7         (1) Registered under NRS 90.470, 90.480 or 90.490;

121-8         (2) Exempt pursuant to this section; or

121-9         (3) Not otherwise required to be registered under this

121-10  chapter.

121-11    (j) A security issued by a person organized and operated not for

121-12  private profit but exclusively for a religious, educational,

121-13  benevolent, charitable, fraternal, social, athletic or reformatory

121-14  purpose, or as a chamber of commerce , or trade or professional

121-15  association if at least 10 days before the sale of the security the

121-16  issuer has filed with the Administrator a notice setting forth the

121-17  material terms of the proposed sale and copies of any sales and

121-18  advertising literature to be used and the Administrator by order does

121-19  not disallow the exemption within the next 5 full business days.

121-20    (k) A promissory note, draft, bill of exchange or banker’s

121-21  acceptance that evidences an obligation to pay cash within 9 months

121-22  after the date of issuance, exclusive of days of grace, is issued in

121-23  denominations of at least $50,000 and receives a rating in one of the

121-24  three highest rating categories from a nationally recognized

121-25  statistical rating organization, or a renewal of such an obligation that

121-26  is likewise limited, or a guarantee of such an obligation or of a

121-27  renewal.

121-28    (l) A security issued in connection with an employees’ stock

121-29  purchase, savings, option, profit-sharing, pension or similar

121-30  employees’ benefit plan.

121-31    (m) A membership or equity interest in, or a retention certificate

121-32  or like security given in lieu of a cash patronage dividend issued by,

121-33  a cooperative organized and operated as a nonprofit membership

121-34  cooperative under the cooperative laws of any state if not traded to

121-35  the general public.

121-36    (n) A security issued by an issuer registered as an open-end

121-37  management investment company or unit investment trust under

121-38  section 8 of the Investment Company Act of 1940 if:

121-39        (1) The issuer is advised by an investment adviser that is a

121-40  depository institution exempt from registration under the Investment

121-41  Advisers Act of 1940 or that is currently registered as an investment

121-42  adviser, and has been registered, or is affiliated with an adviser that

121-43  has been registered, as an investment adviser under the Investment

121-44  Advisers Act of 1940 for at least 3 years next preceding an offer or

121-45  sale of a security claimed to be exempt pursuant to this paragraph,

122-1  and the issuer has acted, or is affiliated with an investment adviser

122-2  that has acted, as investment adviser to one or more registered

122-3  investment companies or unit investment trusts for at least 3 years

122-4  next preceding an offer or sale of a security claimed to be exempt

122-5  under this paragraph; or

122-6         (2) The issuer has a sponsor that has at all times throughout

122-7  the 3 years before an offer or sale of a security claimed to be exempt

122-8  pursuant to this paragraph sponsored one or more registered

122-9  investment companies or unit investment trusts the aggregate total

122-10  assets of which have exceeded $100,000,000.

122-11    3.  For the purpose of paragraph (n) of subsection 2, an

122-12  investment adviser is affiliated with another investment adviser if it

122-13  controls, is controlled by, or is under common control with the other

122-14  investment adviser.

122-15    4.  The exemption provided by paragraph (n) of subsection 2 is

122-16  available only if the person claiming the exemption files with the

122-17  Administrator a notice of intention to sell which sets forth the name

122-18  and address of the issuer and the securities to be offered in this state

122-19  and pays a fee [of:

122-20    (a) Two hundred and fifty dollars] :

122-21    (a) Of $500 for the initial claim of exemption and the same

122-22  amount at the beginning of each fiscal year thereafter in which

122-23  securities are to be offered in this state, in the case of an open-end

122-24  management company; or

122-25    (b) [One hundred and fifty dollars] Of $300 for the initial claim

122-26  of exemption in the case of a unit investment trust.

122-27    5.  An exemption provided by paragraph (c), (e), (f), (i) or (k)

122-28  of subsection 2 is available only if, within the 12 months

122-29  immediately preceding the use of the exemption, a notice of claim

122-30  of exemption has been filed with the Administrator and a

122-31  nonrefundable fee of [$150] $300 has been paid.

122-32    Sec. 194.  NRS 90.530 is hereby amended to read as follows:

122-33      90.530  The following transactions are exempt from NRS

122-34  90.460 and 90.560:

122-35    1.  An isolated nonissuer transaction, whether or not effected

122-36  through a broker-dealer.

122-37    2.  A nonissuer transaction in an outstanding security if the

122-38  issuer of the security has a class of securities subject to registration

122-39  under section 12 of the Securities Exchange Act of 1934, 15 U.S.C.

122-40  § 781, and has been subject to the reporting requirements of section

122-41  13 or [15(c)] 15(d) of the Securities Exchange Act of 1934, 15

122-42  U.S.C. §§ 78m and 78o(d), for not less than 90 days next preceding

122-43  the transaction, or has filed and maintained with the Administrator

122-44  for not less than 90 days preceding the transaction information, in

122-45  such form as the Administrator, by regulation, specifies,

123-1  substantially comparable to the information the issuer would be

123-2  required to file under section 12(b) or 12(g) of the Securities

123-3  Exchange Act of 1934, 15 U.S.C. §§ 78l(b) and 78l(g), were the

123-4  issuer to have a class of its securities registered under section 12 of

123-5  the Securities Exchange Act of 1934, 15 U.S.C. § 78l, and paid a fee

123-6  of $300 with the filing . [of $150.]

123-7     3.  A nonissuer transaction by a sales representative licensed in

123-8  this state, in an outstanding security if:

123-9     (a) The security is sold at a price reasonably related to the

123-10  current market price of the security at the time of the transaction;

123-11    (b) The security does not constitute all or part of an unsold

123-12  allotment to, or subscription or participation by, a broker-dealer as

123-13  an underwriter of the security;

123-14    (c) At the time of the transaction, a recognized securities manual

123-15  designated by the Administrator by regulation or order contains the

123-16  names of the issuer’s officers and directors, a statement of the

123-17  financial condition of the issuer as of a date within the preceding 18

123-18  months, and a statement of income or operations for each of the last

123-19  2 years next preceding the date of the statement of financial

123-20  condition, or for the period as of the date of the statement of

123-21  financial condition if the period of existence is less than 2 years;

123-22    (d) The issuer of the security has not undergone a major

123-23  reorganization, merger or acquisition within the preceding 30 days

123-24  which is not reflected in the information contained in the manual;

123-25  and

123-26    (e) At the time of the transaction, the issuer of the security has a

123-27  class of equity security listed on the New York Stock Exchange,

123-28  American Stock Exchange or other exchange designated by the

123-29  Administrator, or on the National Market System of the National

123-30  Association of Securities Dealers Automated Quotation System. The

123-31  requirements of this paragraph do not apply if:

123-32        (1) The security has been outstanding for at least 180 days;

123-33        (2) The issuer of the security is actually engaged in business

123-34  and is not developing his business, in bankruptcy or in receivership;

123-35  and

123-36        (3) The issuer of the security has been in continuous

123-37  operation for at least 5 years.

123-38    4.  A nonissuer transaction in a security that has a fixed

123-39  maturity or a fixed interest or dividend provision if there has been

123-40  no default during the current fiscal year or within the 3 preceding

123-41  years, or during the existence of the issuer, and any predecessors if

123-42  less than 3 years, in the payment of principal, interest or dividends

123-43  on the security.

123-44    5.  A nonissuer transaction effected by or through a registered

123-45  broker-dealer pursuant to an unsolicited order or offer to purchase.

124-1     6.  A transaction between the issuer or other person on whose

124-2  behalf the offering of a security is made and an underwriter, or a

124-3  transaction among underwriters.

124-4     7.  A transaction in a bond or other evidence of indebtedness

124-5  secured by a real estate mortgage, deed of trust, personal property

124-6  security agreement, or by an agreement for the sale of real estate or

124-7  personal property, if the entire mortgage, deed of trust or agreement,

124-8  together with all the bonds or other evidences of indebtedness

124-9  secured thereby, is offered and sold as a unit.

124-10    8.  A transaction by an executor, administrator, sheriff, marshal,

124-11  receiver, trustee in bankruptcy, guardian or conservator.

124-12    9.  A transaction executed by a bona fide secured party without

124-13  the purpose of evading this chapter.

124-14    10.  An offer to sell or the sale of a security to a financial or

124-15  institutional investor or to a broker-dealer.

124-16    11.  Except as otherwise provided in this subsection, a

124-17  transaction pursuant to an offer to sell securities of an issuer if:

124-18    (a) The transaction is part of an issue in which there are not

124-19  more than 25 purchasers in this state, other than those designated in

124-20  subsection 10, during any 12 consecutive months;

124-21    (b) No general solicitation or general advertising is used in

124-22  connection with the offer to sell or sale of the securities;

124-23    (c) No commission or other similar compensation is paid or

124-24  given, directly or indirectly, to a person, other than a broker-dealer

124-25  licensed or not required to be licensed under this chapter, for

124-26  soliciting a prospective purchaser in this state; and

124-27    (d) One of the following conditions is satisfied:

124-28        (1) The seller reasonably believes that all the purchasers in

124-29  this state, other than those designated in subsection 10, are

124-30  purchasing for investment; or

124-31        (2) Immediately before and immediately after the

124-32  transaction, the issuer reasonably believes that the securities of the

124-33  issuer are held by 50 or fewer beneficial owners, other than those

124-34  designated in subsection 10, and the transaction is part of an

124-35  aggregate offering that does not exceed $500,000 during any 12

124-36  consecutive months.

124-37  The Administrator by rule or order as to a security or transaction or

124-38  a type of security or transaction[,] may withdraw or further

124-39  condition the exemption set forth in this subsection or waive one or

124-40  more of the conditions of the exemption.

124-41    12.  An offer to sell or sale of a preorganization certificate or

124-42  subscription if:

124-43    (a) No commission or other similar compensation is paid or

124-44  given, directly or indirectly, for soliciting a prospective subscriber;

125-1     (b) No public advertising or general solicitation is used in

125-2  connection with the offer to sell or sale;

125-3     (c) The number of offers does not exceed 50;

125-4     (d) The number of subscribers does not exceed 10; and

125-5     (e) No payment is made by a subscriber.

125-6     13.  An offer to sell or sale of a preorganization certificate or

125-7  subscription issued in connection with the organization of a

125-8  depository institution if that organization is under the supervision of

125-9  an official or agency of a state or of the United States which has and

125-10  exercises the authority to regulate and supervise the organization of

125-11  the depository institution. For the purpose of this subsection, “under

125-12  the supervision of an official or agency” means that the official or

125-13  agency by law has authority to require disclosures to prospective

125-14  investors similar to those required under NRS 90.490, impound

125-15  proceeds from the sale of a preorganization certificate or

125-16  subscription until organization of the depository institution is

125-17  completed, and require refund to investors if the depository

125-18  institution does not obtain a grant of authority from the appropriate

125-19  official or agency.

125-20    14.  A transaction pursuant to an offer to sell to existing

125-21  security holders of the issuer, including persons who at the time of

125-22  the transaction are holders of transferable warrants exercisable

125-23  within not more than 90 days after their issuance, convertible

125-24  securities or nontransferable warrants, if:

125-25    (a) No commission or other similar compensation , other than a

125-26  standby commission, is paid or given, directly or indirectly, for

125-27  soliciting a security holder in this state; or

125-28    (b) The issuer first files a notice specifying the terms of the offer

125-29  to sell, together with a nonrefundable fee of [$150,] $300, and the

125-30  Administrator does not by order disallow the exemption within the

125-31  next 5 full business days.

125-32    15.  A transaction involving an offer to sell, but not a sale, of a

125-33  security not exempt from registration under the Securities Act of

125-34  1933, 15 U.S.C. §§ 77a et seq., if:

125-35    (a) A registration or offering statement or similar document as

125-36  required under the Securities Act of 1933, 15 U.S.C. §§ 77a et seq.,

125-37  has been filed, but is not effective;

125-38    (b) A registration statement, if required, has been filed under

125-39  this chapter, but is not effective; and

125-40    (c) No order denying, suspending or revoking the effectiveness

125-41  of registration, of which the offeror is aware, has been entered by

125-42  the Administrator or the Securities and Exchange Commission, and

125-43  no examination or public proceeding that may culminate in that kind

125-44  of order is known by the offeror to be pending.

126-1     16.  A transaction involving an offer to sell, but not a sale, of a

126-2  security exempt from registration under the Securities Act of 1933,

126-3  15 U.S.C. §§ 77a et seq., if:

126-4     (a) A registration statement has been filed under this chapter, but

126-5  is not effective; and

126-6     (b) No order denying, suspending or revoking the effectiveness

126-7  of registration, of which the offeror is aware, has been entered by

126-8  the Administrator and no examination or public proceeding that may

126-9  culminate in that kind of order is known by the offeror to be

126-10  pending.

126-11    17.  A transaction involving the distribution of the securities of

126-12  an issuer to the security holders of another person in connection

126-13  with a merger, consolidation, exchange of securities, sale of assets

126-14  or other reorganization to which the issuer, or its parent or

126-15  subsidiary, and the other person, or its parent or subsidiary, are

126-16  parties, if:

126-17    (a) The securities to be distributed are registered under the

126-18  Securities Act of 1933, 15 U.S.C. §§ 77a et seq., before the

126-19  consummation of the transaction; or

126-20    (b) The securities to be distributed are not required to be

126-21  registered under the Securities Act of 1933, 15 U.S.C. §§ 77a et

126-22  seq., written notice of the transaction and a copy of the materials, if

126-23  any, by which approval of the transaction will be solicited, together

126-24  with a nonrefundable fee of [$150,] $300, are given to the

126-25  Administrator at least 10 days before the consummation of

126-26  the transaction and the Administrator does not, by order, disallow

126-27  the exemption within the next 10 days.

126-28    18.  A transaction involving the offer to sell or sale of one or

126-29  more promissory notes each of which is directly secured by a first

126-30  lien on a single parcel of real estate, or a transaction involving the

126-31  offer to sell or sale of participation interests in the notes if the notes

126-32  and participation interests are originated by a depository institution

126-33  and are offered and sold subject to the following conditions:

126-34    (a) The minimum aggregate sales price paid by each purchaser

126-35  may not be less than $250,000;

126-36    (b) Each purchaser must pay cash either at the time of the sale or

126-37  within 60 days after the sale; and

126-38    (c) Each purchaser may buy for his own account only.

126-39    19.  A transaction involving the offer to sell or sale of one or

126-40  more promissory notes directly secured by a first lien on a single

126-41  parcel of real estate or participating interests in the notes, if the

126-42  notes and interests are originated by a mortgagee approved by the

126-43  Secretary of Housing and Urban Development under sections 203

126-44  and 211 of the National Housing Act, 12 U.S.C. §§ 1709 and 1715b,

126-45  and are offered or sold, subject to the conditions specified in

127-1  subsection 18, to a depository institution or insurance company, the

127-2  Federal Home Loan Mortgage Corporation, the Federal National

127-3  Mortgage Association or the Government National Mortgage

127-4  Association.

127-5     20.  A transaction between any of the persons described in

127-6  subsection 19 involving a nonassignable contract to buy or sell the

127-7  securities described in subsection 18 if the contract is to be

127-8  completed within 2 years and if:

127-9     (a) The seller of the securities pursuant to the contract is one of

127-10  the parties described in subsection 18 or 19 who may originate

127-11  securities;

127-12    (b) The purchaser of securities pursuant to a contract is any

127-13  other person described in subsection 19; and

127-14    (c) The conditions described in subsection 18 are fulfilled.

127-15    21.  A transaction involving one or more promissory notes

127-16  secured by a lien on real estate, or participating interests in those

127-17  notes, by:

127-18    (a) A mortgage company licensed pursuant to chapter 645E of

127-19  NRS to engage in those transactions; or

127-20    (b) A mortgage broker licensed pursuant to chapter 645B of

127-21  NRS to engage in those transactions.

127-22    Sec. 195.  NRS 90.540 is hereby amended to read as follows:

127-23      90.540  The Administrator by regulation or order may:

127-24    1.  Exempt any other security or transaction or class of

127-25  securities or transactions from NRS 90.460 and 90.560.

127-26    2.  Adopt a transactional exemption for limited offerings that

127-27  will further the objectives of compatibility with the exemptions from

127-28  securities registration authorized by the Securities Act of 1933 and

127-29  uniformity among the states.

127-30    3.  Require the filing of a notice and the payment of a fee not

127-31  greater than [$250] $500 for an exemption adopted pursuant to this

127-32  section.

127-33    Sec. 196.  Chapter 92A of NRS is hereby amended by adding

127-34  thereto a new section to read as follows:

127-35    1.  Each document filed with the Secretary of State pursuant

127-36  to this chapter must be on or accompanied by a form prescribed by

127-37  the Secretary of State.

127-38    2.  The Secretary of State may refuse to file a document which

127-39  does not comply with subsection 1 or which does not contain all of

127-40  the information required by statute for filing the document.

127-41  3.  If the provisions of the form prescribed by the Secretary of

127-42  State conflict with the provisions of any document that is

127-43  submitted for filing with the form:

128-1     (a) The provisions of the form control for all purposes with

128-2  respect to the information that is required by statute to appear in

128-3  the document in order for the document to be filed; and

128-4     (b) Unless otherwise provided in the document, the provisions

128-5  of the document control in every other situation.

128-6     4.  The Secretary of State may by regulation provide for the

128-7  electronic filing of documents with the Office of the Secretary of

128-8  State.

128-9     Sec. 197.  NRS 92A.190 is hereby amended to read as follows:

128-10      92A.190  1.  One or more foreign entities may merge or enter

128-11  into an exchange of owner’s interests with one or more domestic

128-12  entities if:

128-13    (a) In a merger, the merger is permitted by the law of the

128-14  jurisdiction under whose law each foreign entity is organized and

128-15  governed and each foreign entity complies with that law in effecting

128-16  the merger;

128-17    (b) In an exchange, the entity whose owner’s interests will be

128-18  acquired is a domestic entity, whether or not an exchange of

128-19  owner’s interests is permitted by the law of the jurisdiction under

128-20  whose law the acquiring entity is organized;

128-21    (c) The foreign entity complies with NRS 92A.200 to 92A.240,

128-22  inclusive, if it is the surviving entity in the merger or acquiring

128-23  entity in the exchange and sets forth in the articles of merger or

128-24  exchange its address where copies of process may be sent by the

128-25  Secretary of State; and

128-26    (d) Each domestic entity complies with the applicable provisions

128-27  of NRS 92A.100 to 92A.180, inclusive, and, if it is the surviving

128-28  entity in the merger or acquiring entity in the exchange, with NRS

128-29  92A.200 to 92A.240, inclusive.

128-30    2.  When the merger or exchange takes effect, the surviving

128-31  foreign entity in a merger and the acquiring foreign entity in an

128-32  exchange shall be deemed:

128-33    (a) To appoint the Secretary of State as its agent for service of

128-34  process in a proceeding to enforce any obligation or the rights of

128-35  dissenting owners of each domestic entity that was a party to the

128-36  merger or exchange. Service of such process must be made by

128-37  personally delivering to and leaving with the Secretary of State

128-38  duplicate copies of the process and the payment of a fee of [$50]

128-39  $100 for accepting and transmitting the process. The Secretary of

128-40  State shall forthwith send by registered or certified mail one of the

128-41  copies to the surviving or acquiring entity at its specified address,

128-42  unless the surviving or acquiring entity has designated in writing to

128-43  the Secretary of State a different address for that purpose, in which

128-44  case it must be mailed to the last address so designated.

129-1     (b) To agree that it will promptly pay to the dissenting owners of

129-2  each domestic entity that is a party to the merger or exchange the

129-3  amount, if any, to which they are entitled under or created pursuant

129-4  to NRS 92A.300 to 92A.500, inclusive.

129-5     3.  This section does not limit the power of a foreign entity to

129-6  acquire all or part of the owner’s interests of one or more classes or

129-7  series of a domestic entity through a voluntary exchange or

129-8  otherwise.

129-9     Sec. 198.  NRS 92A.195 is hereby amended to read as follows:

129-10      92A.195  1.  One foreign entity or foreign general partnership

129-11  may convert into one domestic entity if:

129-12    (a) The conversion is permitted by the law of the jurisdiction

129-13  governing the foreign entity or foreign general partnership and the

129-14  foreign entity or foreign general partnership complies with that law

129-15  in effecting the conversion;

129-16    (b) The foreign entity or foreign general partnership complies

129-17  with the applicable provisions of NRS 92A.205 and, if it is the

129-18  resulting entity in the conversion, with NRS 92A.210 to 92A.240,

129-19  inclusive; and

129-20    (c) The domestic entity complies with the applicable provisions

129-21  of NRS 92A.105, 92A.120, 92A.135, 92A.140 and 92A.165 and, if

129-22  it is the resulting entity in the conversion, with NRS 92A.205 to

129-23  92A.240, inclusive.

129-24    2.  When the conversion takes effect, the resulting foreign entity

129-25  in a conversion shall be deemed to have appointed the Secretary of

129-26  State as its agent for service of process in a proceeding to enforce

129-27  any obligation. Service of process must be made personally by

129-28  delivering to and leaving with the Secretary of State duplicate

129-29  copies of the process and the payment of a fee of [$25] $100 for

129-30  accepting and transmitting the process. The Secretary of State shall

129-31  send one of the copies of the process by registered or certified mail

129-32  to the resulting entity at its specified address, unless the resulting

129-33  entity has designated in writing to the Secretary of State a different

129-34  address for that purpose, in which case it must be mailed to the last

129-35  address so designated.

129-36    Sec. 199.  NRS 92A.200 is hereby amended to read as follows:

129-37      92A.200  After a plan of merger or exchange is approved as

129-38  required by this chapter, the surviving or acquiring entity shall

129-39  deliver to the Secretary of State for filing articles of merger or

129-40  exchange setting forth:

129-41    1.  The name and jurisdiction of organization of each

129-42  constituent entity;

129-43    2.  That a plan of merger or exchange has been adopted by each

129-44  constituent entity[;] or the parent domestic entity only, if the

129-45  merger is pursuant to NRS 92A.180;

130-1     3.  If approval of the owners of one or more constituent entities

130-2  was not required, a statement to that effect and the name of each

130-3  entity;

130-4     4.  If approval of owners of one or more constituent entities was

130-5  required, the name of each entity and a statement for each entity

130-6  that:

130-7     (a) The plan was approved by the required consent of the

130-8  owners; or

130-9     (b) A plan was submitted to the owners pursuant to this chapter

130-10  including:

130-11        (1) The designation, percentage of total vote or number of

130-12  votes entitled to be cast by each class of owner’s interests entitled to

130-13  vote separately on the plan; and

130-14        (2) Either the total number of votes or percentage of owner’s

130-15  interests cast for and against the plan by the owners of each class of

130-16  interests entitled to vote separately on the plan or the total number

130-17  of undisputed votes or undisputed total percentage of owner’s

130-18  interests cast for the plan separately by the owners of each class,

130-19  and the number of votes or percentage of owner’s interests cast for

130-20  the plan by the owners of each class of interests was sufficient for

130-21  approval by the owners of that class;

130-22    5.  In the case of a merger, the amendment, if any, to the articles

130-23  of incorporation, articles of organization, certificate of limited

130-24  partnership or certificate of trust of the surviving entity, which

130-25  amendment may be set forth in the articles of merger as a specific

130-26  amendment or in the form of:

130-27    (a) Amended and restated articles of incorporation;

130-28    (b) Amended and restated articles of organization;

130-29    (c) An amended and restated certificate of limited partnership;

130-30  or

130-31    (d) An amended and restated certificate of trust,

130-32  or attached in that form as an exhibit; and

130-33    6.  If the entire plan of merger or exchange is not set forth, a

130-34  statement that the complete executed plan of merger or plan of

130-35  exchange is on file at the registered office if a corporation, limited-

130-36  liability company or business trust, or office described in paragraph

130-37  (a) of subsection 1 of NRS 88.330 if a limited partnership, or other

130-38  place of business of the surviving entity or the acquiring entity,

130-39  respectively.

130-40  Any of the terms of the plan of merger, conversion or exchange may

130-41  be made dependent upon facts ascertainable outside of the plan of

130-42  merger, conversion or exchange, provided that the plan of merger,

130-43  conversion or exchange clearly and expressly sets forth the manner

130-44  in which such facts shall operate upon the terms of the plan. As used

130-45  in this section, the term “facts” includes, without limitation, the

131-1  occurrence of an event, including a determination or action by a

131-2  person or body, including a constituent entity.

131-3     Sec. 200.  NRS 92A.205 is hereby amended to read as follows:

131-4      92A.205  1.  After a plan of conversion is approved as

131-5  required by this chapter, if the resulting entity is a domestic entity,

131-6  the constituent entity shall deliver to the Secretary of State for filing:

131-7     (a) Articles of conversion setting forth:

131-8         (1) The name and jurisdiction of organization of the

131-9  constituent entity and the resulting entity; and

131-10        (2) That a plan of conversion has been adopted by the

131-11  constituent entity in compliance with the law of the jurisdiction

131-12  governing the constituent entity.

131-13    (b) The following constituent document of the domestic

131-14  resulting entity:

131-15        (1) If the resulting entity is a domestic corporation, the

131-16  articles of incorporation to be filed in compliance with chapter 78 ,

131-17  78A, 82 or 89 of NRS, as applicable;

131-18        (2) If the resulting entity is a domestic limited partnership,

131-19  the certificate of limited partnership to be filed in compliance with

131-20  chapter 88 of NRS;

131-21        (3) If the resulting entity is a domestic limited-liability

131-22  company, the articles of organization to be filed in compliance with

131-23  chapter 86 of NRS; or

131-24        (4) If the resulting entity is a domestic business trust, the

131-25  certificate of trust to be filed in compliance with chapter 88A of

131-26  NRS.

131-27    (c) A certificate of acceptance of appointment of a resident

131-28  agent for the resulting entity which is executed by the resident

131-29  agent.

131-30    2.  After a plan of conversion is approved as required by this

131-31  chapter, if the resulting entity is a foreign entity, the constituent

131-32  entity shall deliver to the Secretary of State for filing articles of

131-33  conversion setting forth:

131-34    (a) The name and jurisdiction of organization of the constituent

131-35  entity and the resulting entity;

131-36    (b) That a plan of conversion has been adopted by the

131-37  constituent entity in compliance with the laws of this state; and

131-38    (c) The address of the resulting entity where copies of process

131-39  may be sent by the Secretary of State.

131-40    3.  If the entire plan of conversion is not set forth in the articles

131-41  of conversion, the filing party must include in the articles of

131-42  conversion a statement that the complete executed plan of

131-43  conversion is on file at the registered office or principal place of

131-44  business of the resulting entity or, if the resulting entity is a

132-1  domestic limited partnership, the office described in paragraph (a)

132-2  of subsection 1 of NRS 88.330.

132-3     4.  If the conversion takes effect on a later date specified in the

132-4  articles of conversion pursuant to NRS 92A.240, the constituent

132-5  document filed with the Secretary of State pursuant to paragraph (b)

132-6  of subsection 1 must state the name and the jurisdiction of the

132-7  constituent entity and that the existence of the resulting entity does

132-8  not begin until the later date.

132-9     5.  Any documents filed with the Secretary of State pursuant to

132-10  this section must be accompanied by the fees required pursuant to

132-11  this title for filing the constituent document.

132-12    Sec. 201.  NRS 92A.210 is hereby amended to read as follows:

132-13      92A.210  1.  Except as otherwise provided in this section, the

132-14  fee for filing articles of merger, articles of conversion, articles of

132-15  exchange, articles of domestication or articles of termination is

132-16  [$325.] $350. The fee for filing the constituent documents of a

132-17  domestic resulting entity is the fee for filing the constituent

132-18  documents determined by the chapter of NRS governing the

132-19  particular domestic resulting entity.

132-20    2.  The fee for filing articles of merger of two or more domestic

132-21  corporations is the difference between the fee computed at the rates

132-22  specified in NRS 78.760 upon the aggregate authorized stock of the

132-23  corporation created by the merger and the fee computed upon the

132-24  aggregate amount of the total authorized stock of the constituent

132-25  corporation.

132-26    3.  The fee for filing articles of merger of one or more domestic

132-27  corporations with one or more foreign corporations is the difference

132-28  between the fee computed at the rates specified in NRS 78.760 upon

132-29  the aggregate authorized stock of the corporation created by the

132-30  merger and the fee computed upon the aggregate amount of the total

132-31  authorized stock of the constituent corporations which have paid the

132-32  fees required by NRS 78.760 and 80.050.

132-33    4.  The fee for filing articles of merger of two or more domestic

132-34  or foreign corporations must not be less than [$325.] $350. The

132-35  amount paid pursuant to subsection 3 must not exceed [$25,000.]

132-36  $35,000.

132-37    Sec. 202.  NRS 14.020 is hereby amended to read as follows:

132-38      14.020  1.  Every corporation, limited-liability company,

132-39  limited-liability partnership, limited partnership, limited-liability

132-40  limited partnership, business trust and municipal corporation

132-41  created and existing under the laws of any other state, territory, or

132-42  foreign government, or the Government of the United States, doing

132-43  business in this state shall appoint and keep in this state a resident

132-44  agent who resides or is located in this state, upon whom all legal

132-45  process and any demand or notice authorized by law to be served

133-1  upon it may be served in the manner provided in subsection 2. The

133-2  corporation, limited-liability company, limited-liability partnership,

133-3  limited partnership, limited-liability limited partnership, business

133-4  trust or municipal corporation shall file with the Secretary of State a

133-5  certificate of acceptance of appointment signed by its resident agent.

133-6  The certificate must set forth the full name and address of the

133-7  resident agent. [The] A certificate of change of resident agent must

133-8  be [renewed] filed in the manner provided in title 7 of NRS

133-9  [whenever a change is made in the appointment or a vacancy occurs

133-10  in the agency.] if the corporation, limited-liability company,

133-11  limited-liability partnership, limited partnership, limited-liability

133-12  limited partnership, business trust or municipal corporation

133-13  desires to change its resident agent. A certificate of name change

133-14  of resident agent must be filed in the manner provided in title 7 of

133-15  NRS if the name of a resident is changed as a result of a merger,

133-16  conversion, exchange, sale, reorganization or amendment.

133-17    2.  All legal process and any demand or notice authorized by

133-18  law to be served upon the foreign corporation, limited-liability

133-19  company, limited-liability partnership, limited partnership, limited-

133-20  liability limited partnership, business trust or municipal corporation

133-21  may be served upon the resident agent personally or by leaving a

133-22  true copy thereof with a person of suitable age and discretion at the

133-23  address shown on the current certificate of acceptance filed with the

133-24  Secretary of State.

133-25    3.  Subsection 2 provides an additional mode and manner of

133-26  serving process, demand or notice and does not affect the validity of

133-27  any other service authorized by law.

133-28    Sec. 203.  NRS 104.9525 is hereby amended to read as

133-29  follows:

133-30      104.9525  1.  Except as otherwise provided in subsection 5,

133-31  the fee for filing and indexing a record under this part, other than an

133-32  initial financing statement of the kind described in subsection 2 of

133-33  NRS 104.9502, is:

133-34    (a) [Twenty] Forty dollars if the record is communicated in

133-35  writing and consists of one or two pages;

133-36    (b) [Forty] Sixty dollars if the record is communicated in writing

133-37  and consists of more than two pages, and [$1] $2 for each page over

133-38  20 pages;

133-39    (c) [Ten] Twenty dollars if the record is communicated by

133-40  another medium authorized by filing-office rule; and

133-41    (d) [One dollar] Two dollars for each additional debtor, trade

133-42  name or reference to another name under which business is done.

133-43    2.  The filing officer may charge and collect [$1] $2 for each

133-44  page of copy or record of filings produced by him at the request of

133-45  any person.

134-1     3.  Except as otherwise provided in subsection 5, the fee for

134-2  filing and indexing an initial financing statement of the kind

134-3  described in subsection 3 of NRS 104.9502 is:

134-4     (a) [Forty] Sixty dollars if the financing statement indicates that

134-5  it is filed in connection with a public-finance transaction; and

134-6     (b) [Twenty] Forty dollars if the financing statement indicates

134-7  that it is filed in connection with a manufactured-home transaction.

134-8     4.  The fee for responding to a request for information from the

134-9  filing office, including for issuing a certificate showing whether

134-10  there is on file any financing statement naming a particular debtor,

134-11  is:

134-12    (a) [Twenty] Forty dollars if the request is communicated in

134-13  writing; and

134-14    (b) [Fifteen] Twenty dollars if the request is communicated by

134-15  another medium authorized by filing-office rule.

134-16    5.  This section does not require a fee with respect to a

134-17  mortgage that is effective as a financing statement filed as a fixture

134-18  filing or as a financing statement covering as-extracted collateral or

134-19  timber to be cut under subsection 3 of NRS 104.9502. However, the

134-20  fees for recording and satisfaction which otherwise would be

134-21  applicable to the mortgage apply.

134-22    Sec. 204.  NRS 105.070 is hereby amended to read as follows:

134-23      105.070  1.  The Secretary of State or county recorder shall

134-24  mark any security instrument and any statement of change, merger

134-25  or consolidation presented for filing with the day and hour of filing

134-26  and the file number assigned to it. This mark is, in the absence of

134-27  other evidence, conclusive proof of the time and fact of presentation

134-28  for filing.

134-29    2.  The Secretary of State or county recorder shall retain and

134-30  file all security instruments and statements of change, merger or

134-31  consolidation presented for filing.

134-32    3.  The uniform fee for filing and indexing a security

134-33  instrument, or a supplement or amendment thereto, and a statement

134-34  of change, merger or consolidation, and for stamping a copy of

134-35  those documents furnished by the secured party or the public utility

134-36  to show the date and place of filing is:

134-37    (a) [Twenty] Forty dollars if the record is communicated in

134-38  writing and consists of one or two pages;

134-39    (b) [Forty] Sixty dollars if the record is communicated in writing

134-40  and consists of more than two pages, and [$1] $2 for each page over

134-41  20 pages;

134-42    (c) [Ten] Twenty dollars if the record is communicated by

134-43  another medium authorized by filing-office rule; and

134-44    (d) [One dollar] Two dollars for each additional debtor, trade

134-45  name or reference to another name under which business is done.

135-1     Sec. 205.  NRS 105.080 is hereby amended to read as follows:

135-2      105.080  1.  Upon the request of any person, the Secretary of

135-3  State shall issue his certificate showing whether there is on file, on

135-4  the date and hour stated therein, any presently effective security

135-5  instrument naming a particular public utility and, if there is, giving

135-6  the date and hour of filing of the instrument and the names and

135-7  addresses of each secured party. The uniform fee for such a

135-8  certificate is:

135-9     (a) [Twenty] Forty dollars if the request is communicated in

135-10  writing; and

135-11    (b) [Fifteen] Twenty dollars if the request is communicated by

135-12  another medium authorized by filing-office rule.

135-13    2.  Upon request, the Secretary of State or a county recorder

135-14  shall furnish a copy of any filed security instrument upon payment

135-15  of the statutory fee for copies.

135-16    Sec. 206.  NRS 116.3101 is hereby amended to read as

135-17  follows:

135-18      116.3101  1. A unit-owners’ association must be organized no

135-19  later than the date the first unit in the common-interest community is

135-20  conveyed.

135-21    2.  The membership of the association at all times consists

135-22  exclusively of all units’ owners or, following termination of the

135-23  common-interest community, of all owners of former units entitled

135-24  to distributions of proceeds under NRS 116.2118, 116.21183 and

135-25  116.21185, or their heirs, successors or assigns.

135-26    3.  The association must [be] :

135-27    (a) Be organized as a profit or nonprofit corporation, trust or

135-28  partnership[.] ;

135-29    (b) Include in its articles of incorporation, certificate of

135-30  registration or certificates of limited partnership, or any certificate

135-31  of amendment thereof, that the purpose of the corporation is to

135-32  operate as an association pursuant to this chapter;

135-33    (c) Contain in its name the words “homeowners’ association”

135-34  or “unit-owners’ association”; and

135-35    (d) Comply with the provisions of chapters 78, 82, 87 and 88 of

135-36  NRS when filing articles of incorporation, certificates of

135-37  registration or certificates of limited partnership, or any certificate

135-38  of amendment thereof, with the Secretary of State.

135-39    Sec. 207.  NRS 225.140 is hereby amended to read as follows:

135-40      225.140  1.  Except as otherwise provided in subsection 2, in

135-41  addition to other fees authorized by law, the Secretary of State shall

135-42  charge and collect the following fees:

 

 

 

136-1  [For a copy of any law, joint resolution,

136-2  transcript of record, or other paper on file or of

136-3  record in his office, other than a document

136-4  required to be filed pursuant to title 24 of NRS,

136-5  per page$1.00

136-6  For a copy of any document required to be filed

136-7  pursuant to title 24 of NRS, per page   $.50]

136-8  For certifying to [any such] a copy of any law,

136-9  joint resolution, transcript of record or other

136-10  paper on file or of record with the Secretary of

136-11  State, including, but not limited to, a document

136-12  required to be filed pursuant to title 24 of NRS,

136-13  and use of the State Seal, for each impression[10.00] $20

136-14  For each passport or other document signed by

136-15  the Governor and attested by the Secretary of

136-16  State[10.00] 10

136-17  [For a negotiable instrument returned unpaid10.00]

 

136-18    2.  The Secretary of State:

136-19    (a) Shall charge a reasonable fee for searching records and

136-20  documents kept in his office.

136-21    (b) May charge or collect any filing or other fees for services

136-22  rendered by him to the State of Nevada, any local governmental

136-23  agency or agency of the Federal Government, or any officer thereof

136-24  in his official capacity or respecting his office or official duties.

136-25    (c) May not charge or collect a filing or other fee for:

136-26        (1) Attesting extradition papers or executive warrants for

136-27  other states.

136-28        (2) Any commission or appointment issued or made by the

136-29  Governor, either for the use of the State Seal or otherwise.

136-30    (d) May charge a reasonable fee, not to exceed:

136-31        (1) Five hundred dollars, for providing service within 2 hours

136-32  after the time the service is requested; and

136-33        (2) One hundred twenty-five dollars, for providing any other

136-34  special service, including, but not limited to, providing service more

136-35  than 2 hours but within 24 hours after the time the service is

136-36  requested, accepting documents filed by facsimile machine and

136-37  other use of new technology.

136-38    (e) Shall charge a fee, not to exceed the actual cost to the

136-39  Secretary of State, for providing:

136-40        (1) A copy of any record kept in his office that is stored on a

136-41  computer or on microfilm if the copy is provided on a tape, disc or

136-42  other medium used for the storage of information by a computer or

136-43  on duplicate film.

137-1         (2) Access to his computer database on which records are

137-2  stored.

137-3     3.  From each fee collected pursuant to paragraph (d) of

137-4  subsection 2:

137-5     (a) The entire amount or [$50,] $62.50, whichever is less, of the

137-6  fee collected pursuant to subparagraph (1) of that paragraph and half

137-7  of the fee collected pursuant to subparagraph (2) of that paragraph

137-8  must be deposited with the State Treasurer for credit to the Account

137-9  for Special Services of the Secretary of State in the State General

137-10  Fund. Any amount remaining in the Account at the end of a fiscal

137-11  year in excess of $2,000,000 must be transferred to the State

137-12  General Fund. Money in the Account may be transferred to the

137-13  Secretary of State’s operating general fund budget account and must

137-14  only be used to create and maintain the capability of the Office of

137-15  the Secretary of State to provide special services, including, but not

137-16  limited to, providing service:

137-17        (1) On the day it is requested or within 24 hours; or

137-18        (2) Necessary to increase or maintain the efficiency of the

137-19  Office.

137-20  Any transfer of money from the Account for expenditure by the

137-21  Secretary of State must be approved by the Interim Finance

137-22  Committee.

137-23    (b) After deducting the amount required pursuant to paragraph

137-24  (a), the remainder must be deposited with the State Treasurer for

137-25  credit to the State General Fund.

137-26    Sec. 208.  1.  This section and sections 1 to 6, inclusive, 9 to

137-27  35, inclusive, 37 to 58, inclusive, 60 to 69, inclusive, 71 to 86,

137-28  inclusive, 89 to 113, inclusive, 116 to 142, inclusive, 145 to 169,

137-29  inclusive, 171 to 201, inclusive, 203, 206 and 207 of this act become

137-30  effective on October 1, 2003.

137-31    2.  Sections 7, 59, 70, 88, 115 and 144 of this act become

137-32  effective:

137-33    (a) Except as otherwise provided in paragraph (b) of this

137-34  subsection or paragraph (b) of subsection 3, on October 1, 2003.

137-35    (b) On January 1, 2004, for the purpose of requiring a resident

137-36  agent who desires to resign to file a statement of resignation for

137-37  each artificial person formed, organized, registered or qualified

137-38  pursuant to the provisions of title 7 of NRS for which the resident

137-39  agent is unwilling to continue to act as the resident agent for the

137-40  service of process.

137-41    3.  Sections 8, 36, 87, 114, 143, 170 and 202 of this act become

137-42  effective:

137-43    (a) Except as otherwise provided in paragraph (b) of this

137-44  subsection or paragraph (b) of subsection 2, on October 1, 2003.

138-1     (b) On January 1, 2004, for the purpose of requiring a resident

138-2  agent to file a certificate of name change of resident agent if the

138-3  name of the resident agent is changed as a result of a merger,

138-4  conversion, exchange, sale, reorganization or amendment.

138-5     4.  Sections 204 and 205 of this act become effective at 12:01

138-6  a.m. on October 1, 2003.

 

138-7  H