Senate Bill No. 2–Committee of the Whole
CHAPTER..........
AN ACT relating to business; providing for the implementation, modification and standardization of certain filing requirements for business entities; requiring a defaulting business entity that wants to reinstate its right to transact business in this state to file with the Secretary of State a certificate of acceptance of appointment signed by its resident agent; changing the exclusive remedy by which a judgment creditor of a member of a limited-liability company or a limited partnership may satisfy a judgment; allowing a limited partnership to register as a limited-liability limited partnership; increasing certain fees and establishing new fees; requiring a resident agent to file with the Secretary of State a certificate of name change of resident agent under certain circumstances; making various other changes to provisions pertaining to business entities; and providing other matters properly relating thereto.
THE PEOPLE OF THE STATE OF NEVADA, REPRESENTED IN
SENATE AND ASSEMBLY, DO ENACT AS FOLLOWS:
Section 1. The Legislature hereby declares that:
1. Many of the fees increased pursuant to the amendatory
provisions of this act have not been increased for a substantial
length of time, and increasing these fees is necessary and
appropriate at this time.
2. It is the intent of the Legislature that the fees increased
pursuant to the amendatory provisions of this act must not be
increased again for a period of at least 10 years following the
enactment of this act.
Sec. 2. Chapter 78 of NRS is hereby amended by adding
thereto a new section to read as follows:
1. Each document filed with the Secretary of State pursuant
to this chapter must be on or accompanied by a form prescribed
by the Secretary of State.
2. The Secretary of State may refuse to file a document which
does not comply with subsection 1 or which does not contain all
of the information required by statute for filing the document.
3. If the provisions of the form prescribed by the Secretary of
State conflict with the provisions of any document that is
submitted for filing with the form:
(a) The provisions of the form control for all purposes with
respect to the information that is required by statute to appear in
the document in order for the document to be filed; and
(b) Unless otherwise provided in the document, the provisions
of the document control in every other situation.
4. The Secretary of State may by regulation provide for the
electronic filing of documents with the Office of the Secretary of
State.
Sec. 3. NRS 78.027 is hereby amended to read as follows:
78.027 The Secretary of State may microfilm or image any
document which is filed in his office by a corporation pursuant to
this chapter and may return the original document to the
corporation.
Sec. 4. NRS 78.0295 is hereby amended to read as follows:
78.0295 1. A corporation may correct a document filed by
the Secretary of State with respect to the corporation if the
document contains an inaccurate record of a corporate action
described in the document or was defectively executed, attested,
sealed, verified or acknowledged.
2. To correct a document, the corporation [shall:] must:
(a) Prepare a certificate of correction which:
(1) States the name of the corporation;
(2) Describes the document, including, without limitation, its
filing date;
(3) Specifies the inaccuracy or defect;
(4) Sets forth the inaccurate or defective portion of the
document in an accurate or corrected form; and
(5) Is signed by an officer of the corporation[.] or, if no
stock has been issued by the corporation, by the incorporator or a
director of the corporation.
(b) Deliver the certificate to the Secretary of State for filing.
(c) Pay a filing fee of [$150] $175 to the Secretary of State.
3. A certificate of correction is effective on the effective date
of the document it corrects except as to persons relying on the
uncorrected document and adversely affected by the correction. As
to those persons, the certificate is effective when filed.
Sec. 5. NRS 78.035 is hereby amended to read as follows:
78.035 The articles of incorporation must set forth:
1. The name of the corporation. A name appearing to be that of
a natural person and containing a given name or initials must not be
used as a corporate name except with an additional word or words
such as “Incorporated,” “Limited,” “Inc.,” “Ltd.,” “Company,”
“Co.,” “Corporation,” “Corp.,” or other word which identifies it as
not being a natural person.
2. The name of the person designated as the corporation’s
resident agent, the street address of the resident agent where
process may be served upon the corporation, and the mailing
address of the resident agent if different from the street address.
3. The number of shares the corporation is authorized to issue
and, if more than one class or series of stock is authorized, the
classes, the series and the number of shares of each class or series
which the corporation is authorized to issue, unless the articles
authorize the board of directors to fix and determine in a resolution
the classes, series and numbers of each class or series as provided
in NRS 78.195 and 78.196.
4. The [number,] names and [post office box or street]
addresses, either residence or business, of the first board of
directors or trustees, together with any desired provisions relative to
the right to change the number of directors as provided in NRS
78.115.
5. The name and [post office box or street] address, either
residence or business , of each of the incorporators executing the
articles of incorporation.
Sec. 6. NRS 78.045 is hereby amended to read as follows:
78.045 1. The Secretary of State shall not accept for filing
any articles of incorporation or any certificate of amendment of
articles of incorporation of any corporation formed pursuant to the
laws of this state which provides that the name of the corporation
contains the word “bank” or “trust,” unless:
(a) It appears from the articles or the certificate of amendment
that the corporation proposes to carry on business as a banking or
trust company, exclusively or in connection with its business as a
bank , [or] savings and loan association[;] or thrift company; and
(b) The articles or certificate of amendment is first approved by
the Commissioner of Financial Institutions.
2. The Secretary of State shall not accept for filing any articles
of incorporation or any certificate of amendment of articles of
incorporation of any corporation formed pursuant to the provisions
of this chapter if it appears from the articles or the certificate of
amendment that the business to be carried on by the corporation is
subject to supervision by the Commissioner of Insurance or by the
Commissioner of Financial Institutions, unless the articles or
certificate of amendment is approved by the Commissioner who
will supervise the business of the corporation.
3. Except as otherwise provided in subsection [5,] 6, the
Secretary of State shall not accept for filing any articles of
incorporation or any certificate [or] of amendment of articles of
incorporation of any corporation formed pursuant to the laws of this
state if the name of the corporation contains the words “engineer,”
“engineered,” “engineering,” “professional engineer,” “registered
engineer” or “licensed engineer” unless:
(a) The State Board of Professional Engineers and Land
Surveyors certifies that the principals of the corporation are
licensed to practice engineering pursuant to the laws of this state; or
(b) The State Board of Professional Engineers and Land
Surveyors certifies that the corporation is exempt from the
prohibitions of NRS 625.520.
4. The Secretary of State shall not accept for filing any articles
of incorporation or any certificate of amendment of articles of
incorporation of any corporation formed pursuant to the laws of this
state which provides that the name of the corporation contains the
[words] word “accountant,” “accounting,” “accountancy,” “auditor”
or “auditing” unless the Nevada State Board of Accountancy
certifies that the corporation:
(a) Is registered pursuant to the provisions of chapter 628 of
NRS; or
(b) Has filed with the Nevada State Board of Accountancy
under penalty of perjury a written statement that the corporation is
not engaged in the practice of accounting and is not offering to
practice accounting in this state.
5. The Secretary of State shall not accept for filing any
articles of incorporation or any certificate of amendment of
articles of incorporation of any corporation formed or existing
pursuant to the laws of this state which provides that the name of
the corporation contains the words “unit-owners’ association” or
“homeowners’ association” or if it appears in the articles of
incorporation or certificate of amendment that the purpose of the
corporation is to operate as a unit-owners’ association pursuant
to chapter 116 of NRS unless the Administrator of the Real Estate
Division of the Department of Business and Industry certifies that
the corporation has:
(a) Registered with the Ombudsman for Owners in Common
-Interest Communities pursuant to NRS 116.31158; and
(b) Paid to the Administrator of the Real Estate Division the
fees required pursuant to NRS 116.31155.
6. The provisions of subsection 3 do not apply to any
corporation, whose securities are publicly traded and regulated by
the Securities Exchange Act of 1934, which does not engage in the
practice of professional engineering.
[6.] 7. The Commissioner of Financial Institutions and the
Commissioner of Insurance may approve or disapprove the articles
or amendments referred to them pursuant to the provisions of this
section.
Sec. 7. NRS 78.097 is hereby amended to read as follows:
78.097 1. A resident agent who desires to resign shall file
with the Secretary of State a signed statement , on a form provided
by the Secretary of State, for each [corporation] artificial person
formed, organized, registered or qualified pursuant to the
provisions of this title that he is unwilling to continue to act as the
resident agent of the [corporation] artificial person for the service
of process. The fee for filing a statement of resignation is $100 for
the first artificial person for whom the resident agent is unwilling
to continue to act as the agent and $1 for each additional
artificial person listed on the statement of resignation. A
resignation is not effective until the signed statement is filed with
the Secretary of State.
2. The statement of resignation may contain a statement of the
affected corporation appointing a successor resident agent for that
corporation. A certificate of acceptance executed by the new
resident agent, stating the full name, complete street address and, if
different from the street address, mailing address of the new
resident agent, must accompany the statement appointing a
successor resident agent.
3. Upon the filing of the statement of resignation with the
Secretary of State the capacity of the resigning person as resident
agent terminates. If the statement of resignation contains no
statement by the corporation appointing a successor resident agent,
the resigning resident agent shall immediately give written notice,
by mail, to the corporation of the filing of the statement and its
effect. The notice must be addressed to any officer of the
corporation other than the resident agent.
4. If a resident agent dies, resigns or removes from the State,
the corporation, within 30 days thereafter, shall file with the
Secretary of State a certificate of acceptance executed by the new
resident agent. The certificate must set forth the full name and
complete street address of the new resident agent for the service of
process, and may have a separate mailing address, such as a post
office box, which may be different from the street address.
5. A corporation that fails to file a certificate of acceptance
executed by the new resident agent within 30 days after the death,
resignation or removal of its former resident agent shall be deemed
in default and is subject to the provisions of NRS 78.170 and
78.175.
Sec. 8. NRS 78.110 is hereby amended to read as follows:
78.110 1. If a corporation created pursuant to this chapter
desires to change its resident agent, the change may be effected by
filing with the Secretary of State a certificate of change of resident
agent signed by an officer of the corporation which sets forth:
(a) The name of the corporation;
(b) The name and street address of its present resident agent; and
(c) The name and street address of the new resident agent.
2. The new resident agent’s certificate of acceptance must be a
part of or attached to the certificate of change [.] of resident agent.
3. If the name of a resident agent is changed as a result of a
merger, conversion, exchange, sale, reorganization or
amendment, the resident agent shall:
(a) File with the Secretary of State a certificate of name
change of resident agent that includes:
(1) The current name of the resident agent as filed with the
Secretary of State;
(2) The new name of the resident agent; and
(3) The name and file number of each artificial person
formed, organized, registered or qualified pursuant to the
provisions of this title that the resident agent represents; and
(b) Pay to the Secretary of State a filing fee of $100.
4. A change authorized by this section becomes effective upon
the filing of the proper certificate of change.
Sec. 9. NRS 78.150 is hereby amended to read as follows:
78.150 1. A corporation organized pursuant to the laws of
this state shall, on or before the [first] last day of the [second] first
month after the filing of its articles of incorporation with the
Secretary of State, file with the Secretary of State a list, on a form
furnished by him, containing:
(a) The name of the corporation;
(b) The file number of the corporation, if known;
(c) The names and titles of the president, secretary[,] and
treasurer , or the equivalent thereof, and of all the directors of the
corporation;
(d) The [mailing or street] address, either residence or business,
of each officer and director listed, following the name of the officer
or director;
(e) The name and [street] address of the lawfully designated
resident agent of the corporation; and
(f) The signature of an officer of the corporation certifying that
the list is true, complete and accurate.
2. The corporation shall annually thereafter, on or before the
last day of the month in which the anniversary date of incorporation
occurs in each year, file with the Secretary of State, on a form
furnished by him, an annual list containing all of the information
required in subsection 1.
3. Each list required by subsection 1 or 2 must be accompanied
by a declaration under penalty of perjury that the corporation [has] :
(a) Has complied with the provisions of chapter 364A of NRS
[.] ; and
(b) Acknowledges that pursuant to NRS 239.330, it is a
category C felony to knowingly offer any false or forged
instrument for filing with the Office of the Secretary of State.
4. Upon filing the list required by:
(a) Subsection 1, the corporation shall pay to the Secretary of
State a fee of [$165.] $125.
(b) Subsection 2, the corporation shall pay to the Secretary of
State [a fee of $85.] , if the amount represented by the total
number of shares provided for in the articles is:
$75,000 or less..................................... $125
Over $75,000 and not over $200,000.. 175
Over $200,000 and not over $500,000275
Over $500,000 and not over $1,000,000375
Over $1,000,000:
For the first $1,000,000.................... 375
For each additional $500,000 or fraction thereof 275
The maximum fee which may be charged pursuant to paragraph
(b) for filing the annual list is $11,100.
5. If a director or officer of a corporation resigns and the
resignation is not made in conjunction with the filing of an
annual or amended list of directors and officers, the corporation
shall pay to the Secretary of State a fee of $75 to file the
resignation of the director or officer.
6. The Secretary of State shall, 60 days before the last day for
filing each annual list required by subsection 2, cause to be mailed
to each corporation which is required to comply with the provisions
of NRS 78.150 to 78.185, inclusive, and which has not become
delinquent, a notice of the fee due pursuant to subsection 4 and a
reminder to file the annual list required by subsection 2. Failure of
any corporation to receive a notice or form does not excuse it from
the penalty imposed by law.
[6.] 7. If the list to be filed pursuant to the provisions of
subsection 1 or 2 is defective in any respect or the fee required by
subsection 4 [or 8]is not paid, the Secretary of State may return the
list for correction or payment.
[7.] 8. An annual list for a corporation not in default which is
received by the Secretary of State more than [60] 90 days before its
due date shall be deemed an amended list for the previous year and
must be accompanied by [a fee of $85] the appropriate fee as
provided in subsection 4 for filing. A payment submitted pursuant
to this subsection does not satisfy the requirements of subsection 2
for the year to which the due date is applicable.
[8. If the corporation is an association as defined in NRS
116.110315, the Secretary of State shall not accept the filing
required by this section unless it is accompanied by evidence of the
payment of the fee required to be paid pursuant to NRS 116.31155
that is provided to the association pursuant to subsection 4 of that
section.]
Sec. 10. NRS 78.155 is hereby amended to read as follows:
78.155 If a corporation has filed the initial or annual list in
compliance with NRS 78.150 and has paid the appropriate fee for
the filing, the cancelled check or other proof of payment received
by the corporation constitutes a certificate authorizing it to transact
its business within this state until the last day of the month in which
the anniversary of its incorporation occurs in the next succeeding
calendar year. [If the corporation desires a formal certificate upon
its payment of the initial or annual fee, its payment must be
accompanied by a self-addressed, stamped envelope.]
Sec. 11. NRS 78.165 is hereby amended to read as follows:
78.165 1. [Every] Each list required to be filed under the
provisions of NRS 78.150 to 78.185, inclusive, must, after the name
of each officer and director listed thereon, set forth the [post office
box or street] address, either residence or business, of each officer
and director.
2. If the addresses are not stated for each person on any list
offered for filing, the Secretary of State may refuse to file the list,
and the corporation for which the list has been offered for filing is
subject to all the provisions of NRS 78.150 to 78.185, inclusive,
relating to failure to file the list within or at the times therein
specified, unless a list is subsequently submitted for filing which
conforms to the provisions of NRS 78.150 to 78.185, inclusive.
Sec. 12. NRS 78.170 is hereby amended to read as follows:
78.170 1. Each corporation which is required to make a filing
and pay the fee prescribed in NRS 78.150 to 78.185, inclusive, and
which refuses or neglects to do so within the time provided shall be
deemed in default.
2. Upon notification from the Administrator of the Real
Estate Division of the Department of Business and Industry that a
corporation which is a unit-owners’ association as defined in
NRS 116.110315 has failed to register pursuant to NRS
116.31158 or failed to pay the fees pursuant to NRS 116.31155,
the Secretary of State shall deem the corporation to be in default.
If, after the corporation is deemed to be in default, the
Administrator notifies the Secretary of State that the corporation
has registered pursuant to NRS 116.31158 and paid the fees
pursuant to NRS 116.31155, the Secretary of State shall reinstate
the corporation if the corporation complies with the requirements
for reinstatement as provided in this section and NRS 78.180 and
78.185.
3. For default there must be added to the amount of the fee a
penalty of [$50.] $75. The fee and penalty must be collected as
provided in this chapter.
Sec. 13. NRS 78.175 is hereby amended to read as follows:
78.175 1. The Secretary of State shall notify, by [letter
addressed] providing written notice to its resident agent, each
corporation deemed in default pursuant to NRS 78.170. The written
notice [must be accompanied by] :
(a) Must include a statement indicating the amount of the filing
fee, penalties incurred and costs remaining unpaid.
(b) At the request of the resident agent, may be provided
electronically.
2. On the first day of the first anniversary of the month
following the month in which the filing was required, the charter of
the corporation is revoked and its right to transact business is
forfeited.
3. The Secretary of State shall compile a complete list
containing the names of all corporations whose right to [do]
transact business has been forfeited.
4. The Secretary of State shall forthwith notify, by [letter
addressed] providing written notice to its resident agent, each
[such] corporation specified in subsection 3 of the forfeiture of its
charter. The written notice [must be accompanied by] :
(a) Must include a statement indicating the amount of the filing
fee, penalties incurred and costs remaining unpaid.
[4.] (b) At the request of the resident agent, may be provided
electronically.
5. If the charter of a corporation is revoked and the right to
transact business is forfeited as provided in subsection 2, all [of] the
property and assets of the defaulting domestic corporation must be
held in trust by the directors of the corporation as for insolvent
corporations, and the same proceedings may be had with respect
thereto as are applicable to insolvent corporations. Any person
interested may institute proceedings at any time after a forfeiture
has been declared, but , if the Secretary of State reinstates the
charter , the proceedings must at once be dismissed and all property
restored to the officers of the corporation.
[5.] 6. Where the assets are distributed , they must be applied
in the following manner:
(a) To the payment of the filing fee, penalties incurred and costs
due [to] the State;
(b) To the payment of the creditors of the corporation; and
(c) Any balance remaining , to distribution among the
stockholders.
Sec. 14. NRS 78.180 is hereby amended to read as follows:
78.180 1. Except as otherwise provided in subsections 3 and
4, the Secretary of State shall reinstate a corporation which has
forfeited or which forfeits its right to transact business pursuant to
the provisions of this chapter and shall restore to the corporation its
right to carry on business in this state, and to exercise its corporate
privileges and immunities, if it:
(a) Files with the Secretary of State [the] :
(1) The list required by NRS 78.150;
(2) The statement required by section 1 of Senate Bill No.
124 of the 72nd Session of the Nevada Legislature, if applicable;
and
(3) A certificate of acceptance of appointment signed by its
resident agent; and
(b) Pays to the Secretary of State:
(1) The filing fee and penalty set forth in NRS 78.150 and
78.170 for each year or portion thereof during which it failed to file
each required annual list in a timely manner; [and]
(2) The fee set forth in section 1 of Senate Bill No. 124 of
the 72nd Session of the Nevada Legislature, if applicable; and
(3) A fee of [$200] $300 for reinstatement.
2. When the Secretary of State reinstates the corporation, he
shall[:
(a) Immediately issue and deliver to the corporation a certificate
of reinstatement authorizing it to transact business as if the filing
fee or fees had been paid when due; and
(b) Upon demand,] issue to the corporation [one or more
certified copies of the] a certificate of reinstatement[.] if the
corporation:
(a) Requests a certificate of reinstatement; and
(b) Pays the required fees pursuant to subsection 8 of
NRS 78.785.
3. The Secretary of State shall not order a reinstatement unless
all delinquent fees and penalties have been paid, and the revocation
of the charter occurred only by reason of failure to pay the fees and
penalties.
4. If a corporate charter has been revoked pursuant to the
provisions of this chapter and has remained revoked for a period of
5 consecutive years, the charter must not be reinstated.
Sec. 15. NRS 78.185 is hereby amended to read as follows:
78.185 1. Except as otherwise provided in subsection 2, if a
corporation applies to reinstate or revive its charter but its name has
been legally reserved or acquired by another artificial person
formed, organized, registered or qualified pursuant to the provisions
of this title whose name is on file with the Office of the Secretary of
State or reserved in the Office of the Secretary of State pursuant to
the provisions of this title, the corporation shall in its application
for reinstatement submit in writing to the Secretary of State some
other name under which it desires its corporate existence to be
reinstated or revived. If that name is distinguishable from all other
names reserved or otherwise on file, the Secretary of State shall
[issue to
the applying corporation a certificate of reinstatement or revival]
reinstate the corporation under that new name.
2. If the applying corporation submits the written,
acknowledged consent of the artificial person having a name, or the
person who has reserved a name, which is not distinguishable from
the old name of the applying corporation or a new name it has
submitted, it may be reinstated or revived under that name.
3. For the purposes of this section, a proposed name is not
distinguishable from a name on file or reserved name solely
because one or the other contains distinctive lettering, a distinctive
mark, a trademark or a trade name, or any combination of these.
4. The Secretary of State may adopt regulations that interpret
the requirements of this section.
Sec. 16. NRS 78.390 is hereby amended to read as follows:
78.390 1. Every amendment adopted pursuant to the
provisions of NRS 78.385 must be made in the following manner:
(a) The board of directors must adopt a resolution setting forth
the amendment proposed and declaring its advisability, and either
call a special meeting of the stockholders entitled to vote on the
amendment or direct that the proposed amendment be considered at
the next annual meeting of the stockholders entitled to vote on the
amendment.
(b) At the meeting, of which notice must be given to each
stockholder entitled to vote pursuant to the provisions of this
section, a vote of the stockholders entitled to vote in person or by
proxy must be taken for and against the proposed amendment. If it
appears upon the canvassing of the votes that stockholders holding
shares in the corporation entitling them to exercise at least a
majority of the voting power, or such greater proportion of the
voting power as may be required in the case of a vote by classes or
series, as provided in subsections 2 and 4, or as may be required by
the provisions of the articles of incorporation, have voted in favor
of the amendment, an officer of the corporation shall sign a
certificate setting forth the amendment, or setting forth the articles
of incorporation as amended, and the vote by which the amendment
was adopted.
(c) The certificate so signed must be filed with the Secretary of
State.
2. If any proposed amendment would adversely alter or change
any preference or any relative or other right given to any class or
series of outstanding shares, then the amendment must be approved
by the vote, in addition to the affirmative vote otherwise required,
of the holders of shares representing a majority of the voting power
of each class or series adversely affected by the amendment
regardless of limitations or restrictions on the voting power thereof.
3. Provision may be made in the articles of incorporation
requiring, in the case of any specified amendments, a larger
proportion of the voting power of stockholders than that required by
this section.
4. Different series of the same class of shares do not constitute
different classes of shares for the purpose of voting by classes
except when the series is adversely affected by an amendment in a
different manner than other series of the same class.
5. The resolution of the stockholders approving the proposed
amendment may provide that at any time before the effective date
of the amendment, notwithstanding approval of the proposed
amendment by the stockholders, the board of directors may, by
resolution, abandon the proposed amendment without further action
by the stockholders.
6. A certificate filed pursuant to subsection 1 becomes
effective upon filing with the Secretary of State or upon a later date
specified in the certificate, which must not be later than 90 days
after the certificate is filed.
7. If a certificate filed pursuant to subsection 1 specifies an
effective date and if the resolution of the stockholders approving
the proposed amendment provides that the board of directors may
abandon the proposed amendment pursuant to subsection 5, the
board of directors may terminate the effectiveness of the certificate
by resolution and by filing a certificate of termination with the
Secretary of State that:
(a) Is filed before the effective date specified in the certificate
filed pursuant to subsection 1;
(b) Identifies the certificate being terminated;
(c) States that, pursuant to the resolution of the stockholders, the
board of directors is authorized to terminate the effectiveness of the
certificate;
(d) States that the effectiveness of the certificate has been
terminated;
(e) Is signed by an officer of the corporation; and
(f) Is accompanied by a filing fee of [$150.] $175.
Sec. 17. NRS 78.403 is hereby amended to read as follows:
78.403 1. A corporation may restate, or amend and restate, in
a single certificate the entire text of its articles of incorporation as
amended by filing with the Secretary of State a certificate [signed
by an officer of the corporation which must set forth the articles as
amended to the date of the certificate.] in the manner provided in
this section. If the certificate alters or amends the articles in any
manner, it must comply with the provisions of NRS 78.380, 78.385
and 78.390, as applicable . [, and must be accompanied by:
(a) A resolution; or
(b) A form prescribed by the Secretary of State,
setting forth which provisions of the articles of incorporation on file
with the Secretary of State are being altered or amended.]
2. If the certificate does not alter or amend the articles, it must
be signed by an officer of the corporation and state that he has been
authorized to execute the certificate by resolution of the board of
directors adopted on the date stated, and that the certificate
correctly sets forth the text of the articles of incorporation as
amended to the date of the certificate.
3. The following may be omitted from the restated articles:
(a) The names, addresses, signatures and acknowledgments of
the incorporators;
(b) The names and addresses of the members of the past and
present boards of directors; and
(c) The name and address of the resident agent.
4. Whenever a corporation is required to file a certified copy of
its articles, in lieu thereof it may file a certified copy of the most
recent certificate restating its articles as amended, subject to the
provisions of subsection 2, together with certified copies of all
certificates of amendment filed subsequent to the restated articles
and certified copies of all certificates supplementary to the original
articles.
Sec. 18. NRS 78.580 is hereby amended to read as follows:
78.580 1. If the board of directors of any corporation
organized under this chapter, after the issuance of stock or the
beginning of business, decides that the corporation should be
dissolved, the board may adopt a resolution to that effect. If the
corporation has issued no stock, only the directors need to approve
the dissolution. If the corporation has issued stock, the directors
must recommend the dissolution to the stockholders. The
corporation shall notify each stockholder entitled to vote on
dissolution , and the stockholders entitled to vote must approve the
dissolution.
2. If the dissolution is approved by the directors or both the
directors and stockholders, as respectively provided in subsection 1,
the corporation shall file with the Office of the Secretary of State a
certificate signed by an officer of the corporation setting forth that
the dissolution has been approved by the directors, or by the
directors and the stockholders, and a list of the names and [post
office box or street] addresses, either residence or business, of the
corporation’s president, secretary and treasurer , or the equivalent
thereof, and all of its directors . [, certified by the president, or a
vice president, and the secretary, or an assistant secretary, in the
Office of the Secretary of State.]
Sec. 19. NRS 78.622 is hereby amended to read as follows:
78.622 1. If a corporation is under reorganization in a federal
court pursuant to Title 11 of U.S.C., it may take any action
necessary to carry out any proceeding and do any act directed by the
court relating to reorganization, without further action by its
directors or stockholders. This authority may be exercised by:
(a) The trustee in bankruptcy appointed by the court;
(b) Officers of the corporation designated by the court; or
(c) Any other representative appointed by the court,
with the same effect as if exercised by the directors and stockholders
of the corporation.
2. By filing a confirmed plan or order of reorganization,
certified by the bankruptcy court, with the Secretary of State, the
corporation may:
(a) Alter, amend or repeal its bylaws;
(b) Constitute or reconstitute and classify or reclassify its board
of directors;
(c) Name, constitute or appoint directors and officers in place of
or in addition to all or some of the directors or officers then in
office;
(d) Amend its articles of incorporation;
(e) Make any change in its authorized and issued stock;
(f) Make any other amendment, change, alteration or provision
authorized by this chapter; and
(g) Be dissolved, transfer all or part of its assets , or merge or
consolidate , or make any other change authorized by this chapter.
3. In any action taken pursuant to subsections 1 and 2, a
stockholder has no right to demand payment for his stock.
4. Any amendment of the articles of incorporation made
pursuant to subsection 2 must be signed under penalty of perjury by
the person authorized by the court and filed with the Secretary of
State. If the amendment is filed in accordance with the order of
reorganization, it becomes effective when it is filed unless
otherwise ordered by the court.
5. Any filing with the Secretary of State pursuant to this
section must be accompanied by the appropriate fee, if any.
Sec. 20. NRS 78.730 is hereby amended to read as follows:
78.730 1. Any corporation which did exist or is existing
under the laws of this state may, upon complying with the
provisions of NRS 78.180, procure a renewal or revival of its
charter for any period, together with all the rights, franchises,
privileges and immunities, and subject to all its existing and
preexisting debts, duties and liabilities secured or imposed by its
original charter and amendments thereto, or existing charter, by
filing:
(a) A certificate with the Secretary of State, which must set
forth:
(1) The name of the corporation, which must be the name of
the corporation at the time of the renewal or revival, or its name at
the time its original charter expired.
(2) The name of the person designated as the resident agent
of the corporation, his street address for the service of process, and
his mailing address if different from his street address.
(3) The date when the renewal or revival of the charter is to
commence or be effective, which may be, in cases of a revival,
before the date of the certificate.
(4) Whether or not the renewal or revival is to be perpetual,
and, if not perpetual, the time for which the renewal or revival is to
continue.
(5) That the corporation desiring to renew or revive its
charter is, or has been, organized and carrying on the business
authorized by its existing or original charter and amendments
thereto, and desires to renew or continue through revival its
existence pursuant to and subject to the provisions of this chapter.
(b) A list of its president, secretary and treasurer , or the
equivalent thereof, and all of its directors and their [post office box
or street] addresses, either residence or business.
2. A corporation whose charter has not expired and is being
renewed shall cause the certificate to be signed by its president or
vice president and secretary or assistant secretary. The certificate
must be approved by a majority of the voting power of the shares.
3. A corporation seeking to revive its original or amended
charter shall cause the certificate to be signed by a person or
persons designated or appointed by the stockholders of the
corporation. The execution and filing of the certificate must be
approved by the written consent of stockholders of the corporation
holding at least a majority of the voting power and must contain a
recital that this consent was secured. If no stock has been issued,
the certificate must contain a statement of that fact, and a majority
of the directors then in office may designate the person to sign the
certificate. The corporation shall pay to the Secretary of State the
fee required to establish a new corporation pursuant to the
provisions of this chapter.
4. The filed certificate, or a copy thereof which has been
certified under the hand and seal of the Secretary of State, must be
received in all courts and places as prima facie evidence of the facts
therein stated and of the existence and incorporation of the
corporation therein named.
Sec. 21. NRS 78.760 is hereby amended to read as follows:
78.760 1. The fee for filing articles of incorporation is
prescribed in the following schedule:
If the amount represented by the total number of
shares provided for in the articles is:
$75,000 or less........................... [$175] $75
Over $75,000 and not over $200,000[225] 175
Over $200,000 and not over $500,000[325] $275
Over $500,000 and not over $1,000,000[425] 375
Over $1,000,000:
For the first $1,000,000.......... [425] 375
For each additional $500,000 or fraction
thereof.......................................... [225] 275
2. The maximum fee which may be charged pursuant to this
section is [$25,000] $35,000 for:
(a) The original filing of articles of incorporation.
(b) A subsequent filing of any instrument which authorizes an
increase in stock.
3. For the purposes of computing the filing fees according to
the schedule in subsection 1, the amount represented by the total
number of shares provided for in the articles of incorporation is:
(a) The aggregate par value of the shares, if only shares with a
par value are therein provided for;
(b) The product of the number of shares multiplied by $1,
regardless of any lesser amount prescribed as the value or
consideration for which shares may be issued and disposed of, if
only shares without par value are therein provided for; or
(c) The aggregate par value of the shares with a par value plus
the product of the number of shares without par value multiplied by
$1, regardless of any lesser amount prescribed as the value or
consideration for which the shares without par value may be issued
and disposed of, if shares with and without par value are therein
provided for.
For the purposes of this subsection, shares with no prescribed par
value shall be deemed shares without par value.
4. The Secretary of State shall calculate filing fees pursuant to
this section with respect to shares with a par value of less than one
-tenth of a cent as if the par value were one-tenth of a cent.
Sec. 22. NRS 78.765 is hereby amended to read as follows:
78.765 1. The fee for filing a certificate changing the number
of authorized shares pursuant to NRS 78.209 or a certificate of
amendment to articles of incorporation that increases the
corporation’s authorized stock or a certificate of correction that
increases the corporation’s authorized stock is the difference
between the fee computed at the rates specified in NRS 78.760
upon the total authorized stock of the corporation, including the
proposed increase, and the fee computed at the rates specified in
NRS 78.760 upon the total authorized capital, excluding the
proposed increase. In no case may the amount be less than [$150.]
$175.
2. The fee for filing a certificate of amendment to articles of
incorporation that does not increase the corporation’s authorized
stock or a certificate of correction that does not increase the
corporation’s authorized stock is [$150.] $175.
3. The fee for filing a certificate or an amended certificate
pursuant to NRS 78.1955 is [$150.] $175.
4. The fee for filing a certificate of termination pursuant to
NRS [78.1955, 78.209 or] 78.209, 78.380 or 78.390 or a certificate
of withdrawal pursuant to NRS 78.1955 is [$150.] $175.
Sec. 23. NRS 78.767 is hereby amended to read as follows:
78.767 1. The fee for filing a certificate of restated articles of
incorporation that does not increase the corporation’s authorized
stock is [$150.] $175.
2. The fee for filing a certificate of restated articles of
incorporation that increases the corporation’s authorized stock is
the difference between the fee computed pursuant to NRS 78.760
based upon the total authorized stock of the corporation, including
the proposed increase, and the fee computed pursuant to NRS
78.760 based upon the total authorized stock of the corporation,
excluding the proposed increase. In no case may the amount be less
than [$150.] $175.
Sec. 24. NRS 78.780 is hereby amended to read as follows:
78.780 1. The fee for filing a certificate of extension of
corporate existence of any corporation is an amount equal to one
-fourth of the fee computed at the rates specified in NRS 78.760 for
filing articles of incorporation.
2. The fee for filing a certificate of dissolution whether it
occurs before or after payment of capital and beginning of business
is [$60.] $75.
Sec. 25. NRS 78.785 is hereby amended to read as follows:
78.785 1. The fee for filing a certificate of change of location
of a corporation’s registered office and resident agent, or a new
designation of resident agent, is [$30.] $60.
2. The fee for certifying articles of incorporation where a copy
is provided is [$20.] $30.
3. The fee for certifying a copy of an amendment to articles of
incorporation, or to a copy of the articles as amended, where a copy
is furnished, is [$20.] $30.
4. The fee for certifying an authorized printed copy of the
general corporation law as compiled by the Secretary of State is
[$20.] $30.
5. The fee for reserving a corporate name is [$20.] $25.
6. The fee for executing a certificate of corporate existence
which does not list the previous documents relating to the
corporation, or a certificate of change in a corporate name, is [$40.]
$50.
7. The fee for executing a certificate of corporate existence
which lists the previous documents relating to the corporation is
[$40.] $50.
8. The fee for executing, certifying or filing any certificate or
document not provided for in NRS 78.760 to 78.785, inclusive, is
[$40.] $50.
9. The fee for copies made at the Office of the Secretary of
State is [$1] $2 per page.
10. The fees for filing articles of incorporation, articles of
merger, or certificates of amendment increasing the basic surplus of
a mutual or reciprocal insurer must be computed pursuant to NRS
78.760, 78.765 and 92A.210, on the basis of the amount of basic
surplus of the insurer.
11. The fee for examining and provisionally approving any
document at any time before the document is presented for filing is
[$100.] $125.
Sec. 26. NRS 78.795 is hereby amended to read as follows:
78.795 1. Any natural person or corporation residing or
located in this state may [, on or after January 1 of any year but
before January 31 of that year,] register for that calendar year his
willingness to serve as the resident agent of a domestic or foreign
corporation, limited-liability company or limited partnership with
the Secretary of State. The registration must state the full, legal
name of the person or corporation willing to serve as the resident
agent and be accompanied by a fee of [$250] $500 per office
location of the resident agent.
2. The Secretary of State shall maintain a list of those persons
who are registered pursuant to subsection 1 and make the list
available to persons seeking to do business in this state.
3. The Secretary of State may amend any information
provided in the list if a person who is included in the list:
(a) Requests the amendment; and
(b) Pays a fee of $50.
4. The Secretary of State may adopt regulations prescribing
the content, maintenance and presentation of the list.
Sec. 27. Chapter 78A of NRS is hereby amended by adding
thereto a new section to read as follows:
1. Each document filed with the Secretary of State pursuant
to this chapter must be on or accompanied by a form prescribed
by the Secretary of State.
2. The Secretary of State may refuse to file a document which
does not comply with subsection 1 or which does not contain all
the information required by statute for filing the document.
3. If the provisions of the form prescribed by the Secretary of
State conflict with the provisions of any document that is
submitted for filing with the form:
(a) The provisions of the form control for all purposes with
respect to the information that is required by statute to appear in
the document in order for the document to be filed; and
(b) Unless otherwise provided in the document, the provisions
of the document control in every other situation.
4. The Secretary of State may by regulation provide for the
electronic filing of documents with the Office of the Secretary of
State.
Sec. 28. Chapter 80 of NRS is hereby amended by adding
thereto the provisions set forth as sections 29 and 30 of this act.
Sec. 29. 1. Each document filed with the Secretary of State
pursuant to this chapter must be on or accompanied by a form
prescribed by the Secretary of State.
2. The Secretary of State may refuse to file a document which
does not comply with subsection 1 or which does not contain all
the information required by statute for filing the document.
3. If the provisions of the form prescribed by the Secretary of
State conflict with the provisions of any document that is
submitted for filing with the form:
(a) The provisions of the form control for all purposes with
respect to the information that is required by statute to appear in
the document in order for the document to be filed; and
(b) Unless otherwise provided in the document, the provisions
of the document control in every other situation.
4. The Secretary of State may by regulation provide for the
electronic filing of documents with the Office of the Secretary of
State.
Sec. 30. 1. Except as otherwise provided in subsection 2, if
a foreign corporation applies to reinstate its charter but its name
has been legally reserved or acquired by another artificial person
formed, organized, registered or qualified pursuant to the
provisions of this title whose name is on file with the Office of the
Secretary of State or reserved in the Office of the Secretary of
State pursuant to the provisions of this title, the foreign
corporation must in its application for reinstatement submit in
writing to the Secretary of State some other name under which it
desires its existence to be reinstated. If that name is
distinguishable from all other names reserved or otherwise on
file, the Secretary of State shall reinstate the foreign corporation
under that new name.
2. If the applying foreign corporation submits the written,
acknowledged consent of the artificial person having a name, or
the person who has reserved a name, which is not distinguishable
from the old name of the applying foreign corporation or a new
name it has submitted, it may be reinstated under that name.
3. For the purposes of this section, a proposed name is not
distinguishable from a name on file or reserved solely because one
or the other contains distinctive lettering, a distinctive mark, a
trademark or a trade name, or any combination thereof.
4. The Secretary of State may adopt regulations that interpret
the requirements of this section.
Sec. 31. NRS 80.005 is hereby amended to read as follows:
80.005 The Secretary of State may microfilm or image any
document which is filed in his office by a foreign corporation
pursuant to this chapter and may return the original document to the
corporation.
Sec. 32. NRS 80.007 is hereby amended to read as follows:
80.007 1. A foreign corporation may correct a document filed
by the Secretary of State if the document contains an incorrect
statement or was defectively executed, attested, sealed or verified.
2. To correct a document, the corporation [shall:] must:
(a) Prepare a certificate of correction which:
(1) States the name of the corporation;
(2) Describes the document, including, without limitation, its
filing date;
(3) Specifies the [incorrect statement and the reason it is
incorrect or the manner in which the
execution was defective;
(4) Corrects the incorrect statement or
defective execution;]
inaccuracy or defect;
(4) Sets forth the inaccurate or defective portion of the
document in an accurate or corrected form; and
(5) Is signed by an officer of the corporation[; and] or, if no
stock has been issued by the corporation, by the incorporator or a
director of the corporation.
(b) Deliver the certificate to the Secretary of State for filing.
(c) Pay a filing fee of $175 to the Secretary of State.
3. A certificate of correction is effective on the effective date
of the document it corrects except as to persons relying on the
uncorrected document and adversely affected by the correction. As
to those persons, the certificate is effective when filed.
Sec. 33. NRS 80.010 is hereby amended to read as follows:
80.010 1. Before commencing or doing any business in this
state, each corporation organized pursuant to the laws of another
state, territory, the District of Columbia, a possession of the United
States or a foreign country, that enters this state to do business
must:
(a) File in the Office of the Secretary of State of this state:
(1) A certificate of corporate existence issued not more than
90 days before the date of filing by an authorized officer of the
jurisdiction of its incorporation setting forth the filing of documents
and instruments related to the articles of incorporation, or the
governmental acts or other instrument or authority by which the
corporation was created. If the certificate is in a language other than
English, a translation, together with the oath of the translator and his
attestation of its accuracy, must be attached to the certificate.
(2) A certificate of acceptance of appointment executed by
its resident agent, who must be a resident or located in this state.
The certificate must set forth the name of the resident agent, his
street address for the service of process, and his mailing address if
different from his street address. The street address of the resident
agent is the registered office of the corporation in this state.
(3) A statement executed by an officer of the corporation
setting forth:
(I) A general description of the purposes of the
corporation; and
(II) The authorized stock of the corporation and the
number and par value of shares having par value and the number of
shares having no par value.
(b) Lodge in the Office of the Secretary of State a copy of the
document most recently filed by the corporation in the jurisdiction
of its incorporation setting forth the authorized stock of the
corporation, the number of par-value shares and their par value, and
the number of no-par-value shares.
2. The Secretary of State shall not file the documents required
by subsection 1 for any foreign corporation whose name is not
distinguishable on the records of the Secretary of State from the
names of all other artificial persons formed, organized, registered or
qualified pursuant to the provisions of this title that are on file in
the Office of the Secretary of State and all names that are reserved
in the Office of the Secretary of State pursuant to the provisions of
this title, unless the written, acknowledged consent of the holder of
the name on file or reserved name to use the same name or the
requested similar name accompanies the articles of incorporation.
3. For the purposes of this section and NRS 80.012, a
proposed name is not distinguishable from a name on file or
reserved solely because one or the other names contains
distinctive lettering, a distinctive mark, a trademark or trade
name, or any combination thereof.
4. The name of a foreign corporation whose charter has been
revoked, which has merged and is not the surviving entity or
whose existence has otherwise terminated is available for use by
any other artificial person.
5. The Secretary of State shall not accept for filing the
documents required by subsection 1 or NRS 80.110 for any foreign
corporation if the name of the corporation contains the words
“engineer,” “engineered,” “engineering,” “professional engineer,”
“registered engineer” or “licensed engineer” unless the State Board
of Professional Engineers and Land Surveyors certifies that:
(a) The principals of the corporation are licensed to practice
engineering pursuant to the laws of this state; or
(b) The corporation is exempt from the prohibitions of
NRS 625.520.
[4.] 6. The Secretary of State shall not accept for filing the
documents required by subsection 1 or NRS 80.110 for any foreign
corporation if it appears from the documents that the business to be
carried on by the corporation is subject to supervision by the
Commissioner of Financial Institutions, unless the Commissioner
certifies that:
(a) The corporation has obtained the authority required to do
business in this state; or
(b) The corporation is not subject to or is exempt from the
requirements for obtaining such authority.
[5.] 7. The Secretary of State shall not accept for filing the
documents required by subsection 1 or NRS 80.110 for any foreign
corporation if the name of the corporation contains the [words]
word “accountant,” “accounting,” “accountancy,” “auditor” or
“auditing” unless the Nevada State Board of Accountancy certifies
that the foreign corporation:
(a) Is registered pursuant to the provisions of chapter 628 of
NRS; or
(b) Has filed with the Nevada State Board of Accountancy
under penalty of perjury a written statement that the foreign
corporation is not engaged in the practice of accounting and is not
offering to practice accounting in this state.
[6.] 8. The Secretary of State may adopt regulations that
interpret the requirements of this section.
Sec. 34. NRS 80.025 is hereby amended to read as follows:
80.025 1. If a foreign corporation cannot qualify to do
business in this state because its name does not meet the
requirements of [subsection 2 or 3 of] NRS 80.010, it may apply for
a certificate to do business by having its board of directors adopt a
resolution setting forth the name under which the corporation elects
to do business in this state. The resolution may:
(a) Add to the existing corporate name a word, abbreviation or
other distinctive element; or
(b) Adopt a name different from its existing corporate name that
is available for use in this state.
2. In addition to the documents required by subsection 1 of
NRS 80.010, the corporation shall file a resolution certifying the
adoption of the modified name.
3. If the Secretary of State determines that the modified
corporate name complies with the provisions of [subsection 2 or 3]
of NRS 80.010, he shall issue the certificate in the foreign
corporation’s modified name if the foreign corporation otherwise
qualifies to do business in this state.
4. A foreign corporation doing business in this state under a
modified corporate name approved by the Secretary of State shall
use the modified name in its dealings and communications with the
Secretary of State.
Sec. 35. NRS 80.050 is hereby amended to read as follows:
80.050 1. Except as otherwise provided in subsection 3,
foreign corporations shall pay the same fees to the Secretary of
State as are required to be paid by corporations organized pursuant
to the laws of this state, but the amount of fees to be charged must
not exceed:
(a) The sum of [$25,000] $35,000 for filing documents for
initial qualification; or
(b) The sum of [$25,000] $35,000 for each subsequent filing of
a certificate increasing authorized capital stock.
2. If the corporate documents required to be filed set forth only
the total number of shares of stock the corporation is authorized to
issue without reference to value, the authorized shares shall be
deemed to be without par value and the filing fee must be computed
pursuant to paragraph (b) of subsection 3 of NRS 78.760.
3. Foreign corporations which are nonprofit corporations and
which do not have or issue shares of stock shall pay the same fees
to the Secretary of State as are required to be paid by nonprofit
corporations organized pursuant to the laws of this state.
4. The fee for filing a notice of withdrawal from the State of
Nevada by a foreign corporation is [$60.] $75.
Sec. 36. NRS 80.070 is hereby amended to read as follows:
80.070 1. A foreign corporation may change its resident
agent by filing with the Secretary of State:
(a) A certificate of change [,] of resident agent, signed by an
officer of the corporation, setting forth:
(1) The name of the corporation;
(2) The name and street address of the present resident agent;
and
(3) The name and street address of the new resident agent;
and
(b) A certificate of acceptance executed by the new resident
agent, which must be a part of or attached to the certificate of
change [. The change authorized by this subsection becomes
effective upon the filing of the certificate of change.] of resident
agent.
2. If the name of a resident agent is changed as a result of a
merger, conversion, exchange, sale, reorganization or
amendment, the resident agent shall:
(a) File with the Secretary of State a certificate of name
change of resident agent that includes:
(1) The current name of the resident agent as filed with the
Secretary of State;
(2) The new name of the resident agent; and
(3) The name and file number of each artificial person
formed, organized, registered or qualified pursuant to the
provisions of this title that the resident agent represents; and
(b) Pay to the Secretary of State a filing fee of $100.
3. A change authorized by subsection 1 or 2 becomes effective
upon the filing of the proper certificate of change.
4. A [person who has been designated by a foreign corporation
as] resident agent [may file] who desires to resign shall:
(a) File with the Secretary of State a signed statement in the
manner provided pursuant to subsection 1 of NRS 78.097 that he
is unwilling to continue to act as the resident agent of the
corporation for the service of process [.
3.] ; and
(b) Pay to the Secretary of State the filing fee set forth in
subsection 1 of NRS 78.097.
A resignation is not effective until the signed statement is filed
with the Secretary of State.
5. Upon the filing of the statement of resignation with the
Secretary of State, the capacity of the resigning person as resident
agent terminates. If the statement of resignation is not accompanied
by a statement of the corporation appointing a successor resident
agent, the resigning resident agent shall give written notice, by
mail, to the corporation, of the filing of the statement and its effect.
The notice must be addressed to any officer of the corporation other
than the resident agent.
[4.] 6. If a resident agent dies, resigns or moves from the State,
the corporation, within 30 days thereafter, shall file with the
Secretary of State a certificate of acceptance executed by the new
resident agent. The certificate must set forth the name of the new
resident agent, his street address for the service of process, and his
mailing address if different from his street address.
[5.] 7. A corporation that fails to file a certificate of acceptance
executed by a new resident agent within 30 days after the death,
resignation or removal of its resident agent shall be deemed in
default and is subject to the provisions of NRS 80.150 and 80.160.
Sec. 37. NRS 80.110 is hereby amended to read as follows:
80.110 1. Each foreign corporation doing business in this
state shall, on or before the [first] last day of the [second] first
month after the filing of its certificate of corporate existence with
the Secretary of State, and annually thereafter on or before the last
day of the month in which the anniversary date of its qualification
to
do business in this state occurs in each year, file with the Secretary
of State a list, on a form furnished by him, that contains:
(a) The names and addresses, either residence or business, of
its president, secretary and treasurer , or [their equivalent,] the
equivalent thereof, and all of its directors;
(b) [A designation of its] The name and street address of the
lawfully designated resident agent of the corporation in this state;
and
(c) The signature of an officer of the corporation.
Each list filed pursuant to this subsection must be accompanied by a
declaration under penalty of perjury that the foreign corporation has
complied with the provisions of chapter 364A of NRS[.] and
which acknowledges that pursuant to NRS 239.330, it is a
category C felony to knowingly offer any false or forged
instrument for filing with the Office of the Secretary of State.
2. Upon filing:
(a) The initial list required by subsection 1, the corporation shall
pay to the Secretary of State a fee of [$165.] $125.
(b) Each annual list required by subsection 1, the corporation
shall pay to the Secretary of State [a fee of $85.] , if the amount
represented by the total number of shares provided for in the
articles is:
$75,000 or less..................................... $125
Over $75,000 and not over $200,000.. 175
Over $200,000 and not over $500,000275
Over $500,000 and not over $1,000,000375
Over $1,000,000:
For the first $1,000,000.................... 375
For each additional $500,000 or fraction thereof 275
The maximum fee which may be charged pursuant to paragraph
(b) for filing the annual list is $11,100.
3. If a director or officer of a corporation resigns and the
resignation is not made in conjunction with the filing of an
annual or amended list of directors and officers, the corporation
shall pay to the Secretary of State a fee of $75 to file the
resignation of the director or officer.
4. The Secretary of State shall, 60 days before the last day for
filing each annual list required by subsection 1, cause to be mailed
to each corporation which is required to comply with the provisions
of NRS 80.110 to 80.170, inclusive, and which has not become
delinquent, the blank forms to be completed and filed with him.
Failure of any corporation to receive the forms does not excuse it
from the penalty imposed by the provisions of NRS 80.110 to
80.170, inclusive.
[4.] 5. An annual list for a corporation not in default which is
received by the Secretary of State more than [60] 90 days before its
due date shall be deemed an amended list for the previous year and
does not satisfy the requirements of subsection 1 for the year to
which the due date is applicable.
Sec. 38. NRS 80.120 is hereby amended to read as follows:
80.120 If a corporation has filed the initial or annual list in
compliance with NRS 80.110 and has paid the appropriate fee for
the filing, the cancelled check or other proof of payment received
by the corporation constitutes a certificate authorizing it to transact
its business within this state until the last day of the month in which
the anniversary of its qualification to transact business occurs in the
next succeeding calendar year. [If the corporation desires a formal
certificate upon its payment of the initial or annual fee, its payment
must be accompanied by a self-addressed, stamped envelope.]
Sec. 39. NRS 80.140 is hereby amended to read as follows:
80.140 1. [Every] Each list required to be filed under the
provisions of NRS 80.110 to 80.170, inclusive, must, after the name
of each officer and director listed thereon, set forth the [post office
box or street] address, either residence or business, of each officer
and director.
2. If the addresses are not stated for each person on any list
offered for filing, the Secretary of State may refuse to file the list,
and the corporation for which the list has been offered for filing is
subject to all the provisions of NRS 80.110 to 80.170, inclusive,
relating to failure to file the list within or at the times therein
specified, unless a list is subsequently submitted for filing which
conforms to the provisions of this section.
Sec. 40. NRS 80.150 is hereby amended to read as follows:
80.150 1. Any corporation which is required to make a filing
and pay the fee prescribed in NRS 80.110 to 80.170, inclusive, and
which refuses or neglects to do so within the time provided[,] is in
default.
2. For default there must be added to the amount of the fee a
penalty of [$50,] $75 and unless the filing is made and the fee and
penalty are paid on or before the [first day of the ninth month
following] last day of the month in which the anniversary date of
incorporation occurs in which filing was required, the defaulting
corporation by reason of its default forfeits its right to transact any
business within this state. The fee and penalty must be collected as
provided in this chapter.
Sec. 41. NRS 80.160 is hereby amended to read as follows:
80.160 1. The Secretary of State shall notify, by [letter
addressed] providing written notice to its resident agent, each
corporation deemed in default pursuant to NRS 80.150. The written
notice [must be accompanied by] :
(a) Must include a statement indicating the amount of the filing
fee, penalties incurred and costs remaining unpaid.
(b) At the request of the resident agent, may be provided
electronically.
2. Immediately after the [first day of the ninth month following
the month in which filing was required,] last day of the month in
which the anniversary date of incorporation occurs, the Secretary
of
State shall compile a [full and] complete list containing the
names of all corporations whose right to [do] transact business has
been forfeited.
3. The Secretary of State shall notify, by [letter addressed]
providing written notice to its resident agent, each corporation
specified in subsection 2 of the forfeiture of its right to do business.
The written notice [must be accompanied by] :
(a) Must include a statement indicating the amount of the filing
fee, penalties incurred and costs remaining unpaid.
(b) At the request of the resident agent, may be provided
electronically.
Sec. 42. NRS 80.170 is hereby amended to read as follows:
80.170 1. Except as otherwise provided in subsections 3 and
4, the Secretary of State shall reinstate a corporation which has
forfeited or which forfeits its right to transact business under the
provisions of this chapter and shall restore to the corporation its
right to transact business in this state, and to exercise its corporate
privileges and immunities , if it:
(a) Files with the Secretary of State [a] :
(1) The list as provided in NRS 80.110 and 80.140;
(2) The statement required by section 4 of Senate Bill No.
124 of the 72nd Session of the Nevada Legislature, if applicable;
and
(3) A certificate of acceptance of appointment signed by its
resident agent; and
(b) Pays to the Secretary of State:
(1) The filing fee and penalty set forth in NRS 80.110 and
80.150 for each year or portion thereof that its right to transact
business was forfeited; [and]
(2) The fee set forth in section 4 of Senate Bill No. 124 of
the 72nd Session of the Nevada Legislature, if applicable; and
(3) A fee of [$200] $300 for reinstatement.
2. [If payment is made and] When the Secretary of State
reinstates the corporation , [to its former rights,] he shall[:
(a) Immediately issue and deliver to the corporation so
reinstated a certificate of reinstatement authorizing it to transact
business in the same manner as if the filing fee had been paid when
due; and
(b) Upon demand,] issue to the corporation [one or more
certified copies of the] a certificate of reinstatement [.] if the
corporation:
(a) Requests a certificate of reinstatement; and
(b) Pays the required fees pursuant to subsection 8 of
NRS 78.785.
3. The Secretary of State shall not order a reinstatement unless
all delinquent fees and penalties have been paid[,] and the
revocation of the right to transact business occurred only by reason
of failure to pay the fees and penalties.
4. If the right of a corporation to transact business in this state
has been forfeited pursuant to the provisions of [NRS 80.160] this
chapter and has remained forfeited for a period of 5 consecutive
years, the right is not subject to reinstatement.
Sec. 43. NRS 80.190 is hereby amended to read as follows:
80.190 1. Except as otherwise provided in subsection 2, each
foreign corporation doing business in this state shall, not later than
the month of March in each year, publish a statement of its last
calendar year’s business in two numbers or issues of a newspaper
published in this state [.] that has a total weekly circulation of at
least 1,000. The statement must include:
(a) The name of the corporation.
(b) The name and title of the corporate officer submitting the
statement.
(c) The mailing or street address of the corporation’s principal
office.
(d) The mailing or street address of the corporation’s office in
this state, if one exists.
(e) The total assets and liabilities of the corporation at the end
of the year.
2. If the corporation keeps its records on the basis of a fiscal
year other than the calendar, the statement required by subsection 1
must be published not later than the end of the third month
following the close of each fiscal year.
3. A corporation which neglects or refuses to publish a
statement as required by this section is liable to a penalty of $100
for each month that the statement remains unpublished.
4. Any district attorney in the State or the Attorney General
may sue to recover the penalty. The first county suing through its
district attorney shall recover the penalty, and if no suit is brought
for the penalty by any district attorney, the State may recover
through the Attorney General.
Sec. 44. Chapter 81 of NRS is hereby amended by adding
thereto the provisions set forth as sections 45 and 46 of this act.
Sec. 45. 1. Each document filed with the Secretary of State
pursuant to this chapter must be on or accompanied by a form
prescribed by the Secretary of State.
2. The Secretary of State may refuse to file a document which
does not comply with subsection 1 or which does not contain all
of the information required by statute for filing the document.
3. If the provisions of the form prescribed by the Secretary of
State conflict with the provisions of any document that is
submitted for filing with the form:
(a) The provisions of the form control for all purposes with
respect to the information that is required by statute to appear in
the document in order for the document to be filed; and
(b) Unless otherwise provided in the document, the provisions
of the document control in every other situation.
4. The Secretary of State may by regulation provide for the
electronic filing of documents with the Office of the Secretary of
State.
Sec. 46. 1. A nonprofit cooperative corporation, a
cooperative association, a charitable organization or any other
entity formed under the provisions of this chapter may correct a
document filed by the Secretary of State with respect to the entity
if the document contains an inaccurate record of an action
described in the document or was defectively executed, attested,
sealed, verified or acknowledged.
2. To correct a document, the entity must:
(a) Prepare a certificate of correction which:
(1) States the name of the entity;
(2) Describes the document, including, without limitation,
its filing date;
(3) Specifies the inaccuracy or defect;
(4) Sets forth the inaccurate or defective portion of the
document in an accurate or corrected form; and
(5) Is signed by an officer of the entity or, if the certificate
is filed before the first meeting of the board of directors, by an
incorporator or director.
(b) Deliver the certificate to the Secretary of State for filing.
(c) Pay a filing fee of $25 to the Secretary of State.
3. A certificate of correction is effective on the effective date
of the document it corrects except as to persons relying on the
uncorrected document and adversely affected by the correction.
As to those persons, the certificate is effective when filed.
Sec. 47. NRS 81.200 is hereby amended to read as follows:
81.200 1. [Every] Each association formed under NRS
81.170 to 81.270, inclusive, shall prepare articles of association in
writing, setting forth:
(a) The name of the association.
(b) The purpose for which it is formed.
(c) The name of the person designated as the resident agent, the
street address for service of process, and the mailing address if
different from the street address.
(d) The term for which it is to exist, which may be perpetual.
(e) The [number of the directors thereof, and the] names and
[residences of those] addresses, either residence or business, of the
directors selected for the first year.
(f) The amount which each member is to pay upon admission as
a fee for membership, and that each member signing the articles has
actually paid the fee.
(g) That the interest and right of each member therein is to be
equal.
(h) The name and [post office box or street] address, either
residence or business, of each of the persons executing the articles
of association.
2. The articles of association must be subscribed by the
original associates or members.
3. The articles so subscribed must be filed, together with a
certificate of acceptance of appointment executed by the resident
agent for the association, in the Office of the Secretary of State,
who shall furnish a certified copy thereof. From the time of the
filing in the Office of the Secretary of State, the association may
exercise all the powers for which it was formed.
Sec. 48. Chapter 82 of NRS is hereby amended by adding
thereto the provisions set forth as sections 49 to 57, inclusive, of
this act.
Sec. 49. 1. Each document filed with the Secretary of State
pursuant to this chapter must be on or accompanied by a form
prescribed by the Secretary of State.
2. The Secretary of State may refuse to file a document which
does not comply with subsection 1 or which does not contain all
of the information required by statute for filing the document.
3. If the provisions of the form prescribed by the Secretary of
State conflict with the provisions of any document that is
submitted for filing with the form:
(a) The provisions of the form control for all purposes with
respect to the information that is required by statute to appear in
the document in order for the document to be filed; and
(b) Unless otherwise provided in the document, the provisions
of the document control in every other situation.
4. The Secretary of State may by regulation provide for the
electronic filing of documents with the Office of the Secretary of
State.
Sec. 50. 1. A corporation may correct a document filed by
the Secretary of State with respect to the corporation if the
document contains an inaccurate record of a corporate action
described in the document or was defectively executed, attested,
sealed, verified or acknowledged.
2. To correct a document, the corporation must:
(a) Prepare a certificate of correction which:
(1) States the name of the corporation;
(2) Describes the document, including, without limitation,
its filing date;
(3) Specifies the inaccuracy or defect;
(4) Sets forth the inaccurate or defective portion of the
document in an accurate or corrected form; and
(5) Is signed by an officer of the corporation or, if the
certificate is filed before the first meeting of the board of
directors, by an incorporator or director.
(b) Deliver the certificate to the Secretary of State for filing.
(c) Pay a filing fee of $25 to the Secretary of State.
3. A certificate of correction is effective on the effective date
of the document it corrects except as to persons relying on the
uncorrected document and adversely affected by the correction.
As to those persons, the certificate is effective when filed.
Sec. 51. 1. Each foreign nonprofit corporation doing
business in this state shall, on or before the last day of the first
month after the filing of its application for registration as a
foreign nonprofit corporation with the Secretary of State, and
annually thereafter on or before the last day of the month in
which the anniversary date of its qualification to do business in
this state occurs in each year, file with the Secretary of State a
list, on a form furnished by him, that contains:
(a) The name of the foreign nonprofit corporation;
(b) The file number of the foreign nonprofit corporation, if
known;
(c) The names and titles of the president, the secretary and the
treasurer, or the equivalent thereof, and all the directors of the
foreign nonprofit corporation;
(d) The address, either residence or business, of the president,
secretary and treasurer, or the equivalent thereof, and each
director of the foreign nonprofit corporation;
(e) The name and address of its lawfully designated resident
agent in this state; and
(f) The signature of an officer of the foreign nonprofit
corporation certifying that the list is true, complete and accurate.
2. Each list filed pursuant to this section must be
accompanied by a declaration under penalty of perjury that the
foreign nonprofit corporation:
(a) Has complied with the provisions of chapter 364A of NRS;
and
(b) Acknowledges that pursuant to NRS 239.330, it is a
category C felony to knowingly offer any false or forged
instrument for filing with the Office of the Secretary of State.
3. Upon filing the initial list and each annual list pursuant to
this section, the foreign nonprofit corporation must pay to the
Secretary of State a fee of $25.
4. The Secretary of State shall, 60 days before the last day for
filing each annual list, cause to be mailed to each foreign
nonprofit corporation which is required to comply with the
provisions of sections 51 to 57, inclusive, of this act, and which
has not become delinquent, the blank forms to be completed and
filed with him. Failure of any foreign nonprofit corporation to
receive the forms does not excuse it from the penalty imposed by
the provisions of sections 51 to 57, inclusive, of this act.
5. If the list to be filed pursuant to the provisions of
subsection 1 is defective or the fee required by subsection 3 is not
paid, the Secretary of State may return the list for correction or
payment.
6. An annual list for a foreign nonprofit corporation not in
default that is received by the Secretary of State more than 90
days before its due date shall be deemed an amended list for the
previous year and does not satisfy the requirements of subsection
1 for the year to which the due date is applicable.
Sec. 52. If a foreign nonprofit corporation has filed the
initial or annual list in compliance with section 51 of this act and
has paid the appropriate fee for the filing, the cancelled check or
other proof of payment received by the foreign nonprofit
corporation constitutes a certificate authorizing it to transact its
business within this state until the last day of the month in which
the anniversary of its qualification to transact business occurs in
the next succeeding calendar year.
Sec. 53. 1. Each list required to be filed under the
provisions of sections 51 to 57, inclusive, of this act must, after
the name of each officer listed thereon, set forth the address,
either residence or business, of each officer.
2. If the addresses are not stated for each person on any list
offered for filing, the Secretary of State may refuse to file the list,
and the foreign nonprofit corporation for which the list has been
offered for filing is subject to all the provisions of sections 51 to
57, inclusive, of this act relating to failure to file the list within or
at the times therein specified, unless a list is subsequently
submitted for filing which conforms to the provisions of this
section.
Sec. 54. 1. Each foreign nonprofit corporation which is
required to make a filing and pay the fee prescribed in sections 51
to 57, inclusive, of this act and which refuses or neglects to do so
within the time provided is in default.
2. For default there must be added to the amount of the fee a
penalty of $50, and unless the filing is made and the fee and
penalty are paid on or before the last day of the month in which
the anniversary date of the foreign nonprofit corporation occurs,
the defaulting foreign nonprofit corporation forfeits its right to
transact any business within this state. The fee and penalty must
be collected as provided in this chapter.
Sec. 55. 1. The Secretary of State shall notify, by providing
written notice to its resident agent, each foreign nonprofit
corporation deemed in default pursuant to section 54 of this act.
The written notice:
(a) Must include a statement indicating the amount of the
filing fee, penalties incurred and costs remaining unpaid.
(b) At the request of the resident agent, may be provided
electronically.
2. Immediately after the last day of the month in which the
anniversary date of incorporation occurs, the Secretary of State
shall compile a complete list containing the names of all foreign
nonprofit corporations whose right to transact business has been
forfeited.
3. The Secretary of State shall notify, by providing written
notice to its resident agent, each foreign nonprofit corporation
specified in subsection 2 of the forfeiture of its right to transact
business. The written notice:
(a) Must include a statement indicating the amount of the
filing fee, penalties incurred and costs remaining unpaid.
(b) At the request of the resident agent, may be provided
electronically.
Sec. 56. 1. Except as otherwise provided in subsections 3
and 4, the Secretary of State shall reinstate a foreign nonprofit
corporation which has forfeited or which forfeits its right to
transact business pursuant to the provisions of sections 51 to 57,
inclusive, of this act and restore to the foreign nonprofit
corporation its right to transact business in this state, and to
exercise its corporate privileges and immunities, if it:
(a) Files with the Secretary of State a list as provided in section
51 of this act; and
(b) Pays to the Secretary of State:
(1) The filing fee and penalty set forth in sections 51 and 54
of this act for each year or portion thereof that its right to transact
business was forfeited; and
(2) A fee of $100 for reinstatement.
2. When the Secretary of State reinstates the foreign
nonprofit corporation, he shall issue to the foreign nonprofit
corporation a certificate of reinstatement if the foreign nonprofit
corporation:
(a) Requests a certificate of reinstatement; and
(b) Pays the fees as provided in subsection 8 of NRS 78.785.
3. The Secretary of State shall not order a reinstatement
unless all delinquent fees and penalties have been paid and the
revocation of the right to transact business occurred only by
reason of failure to pay the fees and penalties.
4. If the right of a foreign nonprofit corporation to transact
business in this state has been forfeited pursuant to the provisions
of this chapter and has remained forfeited for a period of 5
consecutive years, the right to transact business must not be
reinstated.
Sec. 57. 1. Except as otherwise provided in subsection 2, if
a foreign nonprofit corporation applies to reinstate its charter but
its name has been legally reserved or acquired by another
artificial person formed, organized, registered or qualified
pursuant to the provisions of this title and that name is on file
with the Office of the Secretary of State or reserved in the Office
of the Secretary of State pursuant to the provisions of this title,
the foreign nonprofit corporation must in its application for
reinstatement submit in writing to the Secretary of State some
other name under which it desires its existence to be reinstated. If
that name is distinguishable from all other names reserved or
otherwise on file, the Secretary of State shall reinstate the foreign
nonprofit corporation under that new name.
2. If the applying foreign nonprofit corporation submits the
written, acknowledged consent of the artificial person having a
name, or who has reserved a name, which is not distinguishable
from the old name of the applying foreign nonprofit corporation
or a new name it has submitted, it may be reinstated under that
name.
3. For the purposes of this section, a proposed name is not
distinguishable from a name on file or reserved solely because
one or the other contains distinctive lettering, a distinctive mark,
a trademark or a trade name, or any combination thereof.
4. The Secretary of State may adopt regulations that interpret
the requirements of this section.
Sec. 58. NRS 82.106 is hereby amended to read as follows:
82.106 1. The Secretary of State shall not accept for filing
pursuant to this chapter any articles of incorporation or any
certificate of amendment of articles of incorporation of any
corporation formed or existing pursuant to this chapter if the name
of the corporation contains the words “trust,” “engineer,”
“engineered,” “engineering,” “professional engineer” or “licensed
engineer.”
2. The Secretary of State shall not accept for filing any articles
of incorporation or any certificate of amendment of articles of
incorporation of any corporation formed or existing under this
chapter when it appears from the articles or the certificate of
amendment that the business to be carried on by the corporation is
subject to supervision by the Commissioner of Insurance.
3. The Secretary of State shall not accept for filing pursuant to
this chapter any articles of incorporation or any certificate of
amendment of articles of incorporation of any corporation formed
or existing pursuant to this chapter if the name of the corporation
contains the [words] word “accountant,” “accounting,”
“accountancy,” “auditor” or “auditing.”
4. The Secretary of State shall not accept for filing any
articles of incorporation or any certificate of amendment of
articles of incorporation of any corporation formed or existing
pursuant to the laws of this state which provides that the name of
the corporation contains the words “unit-owners’ association” or
“homeowners’ association” or if it appears in the articles of
incorporation or certificate of amendment that the purpose of the
corporation is to operate as a unit-owners’ association pursuant
to chapter 116 of NRS unless the Administrator of the Real Estate
Division of the Department of Business and Industry certifies that
the corporation has:
(a) Registered with the Ombudsman for Owners in Common
-Interest Communities pursuant to NRS 116.31158; and
(b) Paid to the Administrator of the Real Estate Division the
fees required pursuant to NRS 116.31155.
Sec. 59. NRS 82.193 is hereby amended to read as follows:
82.193 1. A corporation shall have a resident agent in the
manner provided in NRS 78.090, 78.095, 78.097 and 78.110. The
resident agent and the corporation shall comply with the provisions
of those sections.
2. Upon notification from the Administrator of the Real
Estate Division of the Department of Business and Industry that a
corporation which is a unit-owners’ association as defined in
NRS 116.110315 has failed to register pursuant to NRS
116.31158 or failed to pay the fees pursuant to NRS 116.31155,
the Secretary of State shall deem the corporation to be in default.
If, after the
corporation is deemed to be in default, the Administrator notifies
the Secretary of State that the corporation has registered pursuant
to NRS 116.31158 and paid the fees pursuant to NRS 116.31155,
the Secretary of State shall reinstate the corporation if the
corporation complies with the requirements for reinstatement as
provided in this section and NRS 78.180 and 78.185.
3. A corporation is subject to the provisions of NRS 78.150 to
78.185, inclusive, except that:
(a) The fee for filing a list is [$15;] $25;
(b) The penalty added for default is [$5;] $50; and
(c) The fee for reinstatement is [$25.] $100.
Sec. 60. NRS 82.356 is hereby amended to read as follows:
82.356 1. [Every] Each amendment adopted pursuant to the
provisions of NRS 82.351 must be made in the following manner:
(a) The board of directors must adopt a resolution setting forth
the amendment proposed, approve it and, if the corporation has
members entitled to vote on an amendment to the articles, call a
meeting, either annual or special, of the members. The amendment
must also be approved by [every] each public official or other
person whose approval of an amendment of articles is required by
the articles.
(b) At the meeting of members, of which notice must be given
to each member entitled to vote pursuant to the provisions of this
section, a vote of the members entitled to vote in person or by
proxy must be taken for and against the proposed amendment. A
majority of a quorum of the voting power of the members or such
greater proportion of the voting power of members as may be
required in the case of a vote by classes, as provided in subsection
3, or as may be required by the articles, must vote in favor of the
amendment.
(c) Upon approval of the amendment by the directors, or if the
corporation has members entitled to vote on an amendment to the
articles, by both the directors and those members, and such other
persons or public officers, if any, as are required to do so by the
articles, [the chairman of the board or the president or vice
president, and the secretary or assistant secretary,] an officer of the
corporation must execute a certificate setting forth the amendment,
or setting forth the articles as amended, that the public officers or
other persons, if any, required by the articles have approved the
amendment, and the vote of the members and directors by which
the amendment was adopted.
(d) The certificate so executed must be filed in the Office of the
Secretary of State.
2. Upon filing the certificate, the articles of incorporation are
amended accordingly.
3. If any proposed amendment would alter or change any
preference or any relative or other right given to any class of
members, then the amendment must be approved by the vote, in
addition to the affirmative vote otherwise required, of the holders of
a majority of a quorum of the voting power of each class of
members affected by the amendment regardless of limitations or
restrictions on their voting power.
4. In the case of any specified amendments, the articles may
require a larger vote of members than that required by this section.
Sec. 61. NRS 82.451 is hereby amended to read as follows:
82.451 1. A corporation may be dissolved and its affairs
wound up voluntarily if the board of directors adopts a resolution to
that effect and calls a meeting of the members entitled to vote to
take action upon the resolution. The resolution must also be
approved by any person or superior organization whose approval is
required by a provision of the articles authorized by NRS 82.091.
The meeting of the members must be held with due notice. If at the
meeting the members entitled to exercise a majority of all the
voting power consent by resolution to the dissolution, a certificate
signed by an officer of the corporation setting forth that the
dissolution has been approved in compliance with this section,
together with a list of the names and [residences] addresses, either
residence or business, of the [directors and officers, executed by
the chairman of the board, president or vice president, and the
secretary or an assistant secretary,] president, the secretary and the
treasurer, or the equivalent thereof, and all the directors of the
corporation, must be filed in the Office of the Secretary of State.
2. If a corporation has no members entitled to vote upon a
resolution calling for the dissolution of the corporation, the
corporation may be dissolved and its affairs wound up voluntarily
by the board of directors if it adopts a resolution to that effect. The
resolution must also be approved by any person or superior
organization whose approval is required by a provision of the
articles authorized by NRS 82.091. A certificate setting forth that
the dissolution has been approved in compliance with this section
and a list of the officers and directors, [executed] signed as
provided in subsection 1, must be filed in the Office of the
Secretary of State.
3. Upon the dissolution of any corporation under the provisions
of this section or upon the expiration of its period of corporate
existence, the directors are the trustees of the corporation in
liquidation and in winding up the affairs of the corporation. The act
of a majority of the directors as trustees remaining in office is the
act of the directors as trustees.
Sec. 62. NRS 82.526 is hereby amended to read as follows:
82.526 The Secretary of State may microfilm or image any
document which is filed in his office by a corporation pursuant to
this chapter and may return the original document to the
corporation.
Sec. 63. NRS 82.531 is hereby amended to read as follows:
82.531 1. The fee for filing articles of incorporation,
amendments to or restatements of articles of incorporation,
certificates pursuant to NRS 82.061 and 82.063 and documents for
dissolution is [$25] $50 for each document.
2. Except as otherwise provided in NRS 82.193 and subsection
1, the fees for filing documents are those set forth in NRS 78.765 to
78.785, inclusive.
Sec. 64. NRS 82.546 is hereby amended to read as follows:
82.546 1. Any corporation which did exist or is existing
pursuant to the laws of this state may, upon complying with the
provisions of NRS 78.150 and 82.193, procure a renewal or revival
of its charter for any period, together with all the rights, franchises,
privileges and immunities, and subject to all its existing and
preexisting debts, duties and liabilities secured or imposed by its
original charter and amendments thereto, or its existing charter, by
filing:
(a) A certificate with the Secretary of State, which must set
forth:
(1) The name of the corporation, which must be the name of
the corporation at the time of the renewal or revival, or its name at
the time its original charter expired.
(2) The name and street address of the lawfully designated
resident agent of the filing corporation, and his mailing address if
different from his street address.
(3) The date when the renewal or revival of the charter is to
commence or be effective, which may be, in cases of a revival,
before the date of the certificate.
(4) Whether or not the renewal or revival is to be perpetual,
and, if not perpetual, the time for which the renewal or revival is to
continue.
(5) That the corporation desiring to renew or revive its
charter is, or has been, organized and carrying on the business
authorized by its existing or original charter and amendments
thereto, and desires to renew or continue through revival its
existence pursuant to and subject to the provisions of this chapter.
(b) A list of its president, secretary and treasurer and all of its
directors and their post office box and street addresses, either
residence or business.
2. A corporation whose charter has not expired and is being
renewed shall cause the certificate to be signed by its president or
vice president and secretary or assistant secretary. The certificate
must be approved by a majority of the last-appointed surviving
directors.
3. A corporation seeking to revive its original or amended
charter shall cause the certificate to be signed by its president or
vice president and secretary or assistant secretary. The execution
and filing of the certificate must be approved unanimously by the
last-appointed surviving directors of the corporation and must
contain a recital that unanimous consent was secured. The
corporation shall pay to the Secretary of State the fee required to
establish a new corporation pursuant to the provisions of this
chapter.
4. The filed certificate, or a copy thereof which has been
certified under the hand and seal of the Secretary of State, must be
received in all courts and places as prima facie evidence of the facts
therein stated and of the existence and incorporation of the
corporation named therein.
Sec. 65. Chapter 84 of NRS is hereby amended by adding
thereto the provisions set forth as sections 66 and 67 of this act.
Sec. 66. 1. Each document filed with the Secretary of State
pursuant to this chapter must be on or accompanied by a form
prescribed by the Secretary of State.
2. The Secretary of State may refuse to file a document which
does not comply with subsection 1 or which does not contain all
the information required by statute for filing the document.
3. If the provisions of the form prescribed by the Secretary of
State conflict with the provisions of any document that is
submitted for filing with the form:
(a) The provisions of the form control for all purposes with
respect to the information that is required by statute to appear in
the document in order for the document to be filed; and
(b) Unless otherwise provided in the document, the provisions
of the document control in every other situation.
4. The Secretary of State may by regulation provide for the
electronic filing of documents with the Office of the Secretary of
State.
Sec. 67. 1. A corporation sole may correct a document filed
by the Secretary of State with respect to the corporation sole if the
document contains an inaccurate record of an action of the
corporation sole described in the document or was defectively
executed, attested, sealed, verified or acknowledged.
2. To correct a document, the corporation sole must:
(a) Prepare a certificate of correction which:
(1) States the name of the corporation sole;
(2) Describes the document, including, without limitation,
its filing date;
(3) Specifies the inaccuracy or defect;
(4) Sets forth the inaccurate or defective portion of the
document in an accurate or corrected form; and
(5) Is signed by an archbishop, bishop, president, trustee in
trust, president of stake, president of congregation, overseer,
presiding elder, district superintendent or other presiding officer
or clergyman of a church, religious society or denomination, who
has been chosen, elected or appointed in conformity with the
constitution, canons, rites, regulations or discipline of the church,
religious society or denomination, and in whom is vested the legal
title to the property held for the purpose, use or benefit of the
church or religious society or denomination.
(b) Deliver the certificate to the Secretary of State for filing.
(c) Pay a filing fee of $25 to the Secretary of State.
3. A certificate of correction is effective on the effective date
of the document it corrects except as to persons relying on the
uncorrected document and adversely affected by the correction.
As to those persons, the certificate is effective when filed.
Sec. 68. NRS 84.090 is hereby amended to read as follows:
84.090 1. The fee for filing articles of incorporation,
amendments to or restatements of articles of incorporation [,
certificates of reinstatement] and documents for dissolution is [$25]
$50 for each document.
2. Except as otherwise provided in this chapter, the fees set
forth in NRS 78.785 apply to this chapter.
Sec. 69. NRS 84.110 is hereby amended to read as follows:
84.110 1. Every corporation sole must have a resident agent
in the manner provided in NRS 78.090 and 78.095, subsections 1 to
4, inclusive, of NRS 78.097 and NRS 78.110. The resident agent
shall comply with the provisions of those sections.
2. A corporation sole that fails to file a certificate of acceptance
executed by the new resident agent within 30 days after the death,
resignation or removal of its former resident agent shall be deemed
in default and is subject to the provisions of NRS 84.130 and
84.140.
3. [No] A corporation sole [may be required to file an annual
list of officers, directors and designation of resident agent.] is
subject to the provisions of NRS 78.150 to 78.185, inclusive,
except that:
(a) The fee for filing a list is $25;
(b) The penalty added for default is $50; and
(c) The fee for reinstatement is $100.
Sec. 70. NRS 84.120 is hereby amended to read as follows:
84.120 1. A resident agent who wishes to resign shall [file] :
(a) File with the Secretary of State a signed statement [for each
corporation sole] in the manner provided pursuant to subsection 1
of NRS 78.097 that he is unwilling to continue to act as the resident
agent of the corporation for the service of process [.] ; and
(b) Pay to the Secretary of State the filing fee set forth in
subsection 1 of NRS 78.097.
A resignation is not effective until the signed statement is filed with
the Secretary of State.
2. The statement of resignation may contain a statement of the
affected corporation sole appointing a successor resident agent for
that corporation. A certificate of acceptance executed by the new
resident agent, stating the full name, complete street address and, if
different from the street address, mailing address of the new
resident agent, must accompany the statement appointing a
successor resident agent.
3. Upon the filing of the statement of resignation with the
Secretary of State, the capacity of the resigning person as resident
agent terminates. If the statement of resignation contains no
statement by the corporation sole appointing a successor resident
agent, the resigning resident agent shall immediately give written
notice, by mail, to the corporation of the filing of the statement and
its effect. The notice must be addressed to the person in whom is
vested the legal title to property specified in NRS 84.020.
4. If a resident agent dies, resigns or removes from the State,
the corporation sole, within 30 days thereafter, shall file with the
Secretary of State a certificate of acceptance executed by the new
resident agent. The certificate must set forth the full name and
complete street address of the new resident agent for the service of
process, and may have a separate mailing address, such as a post
office box, which may be different from the street address.
5. A corporation sole that fails to file a certificate of acceptance
executed by the new resident agent within 30 days after the death,
resignation or removal of its former resident agent shall be deemed
in default and is subject to the provisions of NRS 84.130 and
84.140.
Sec. 71. NRS 84.140 is hereby amended to read as follows:
84.140 1. The Secretary of State shall notify, by [letter
addressed] providing written notice to its resident agent, each
corporation sole deemed in default pursuant to the provisions of this
chapter. The notice [must be accompanied by] :
(a) Must include a statement indicating the amount of the filing
fee, penalties incurred and costs remaining unpaid.
(b) At the request of the resident agent, may be provided
electronically.
2. On the first day of the [ninth] first anniversary of the month
following the month in which the filing was required, the charter of
the corporation sole is revoked and its right to transact business is
forfeited.
3. The Secretary of State shall compile a complete list
containing the names of all corporations sole whose right to [do]
transact business has been forfeited.
4. The Secretary of State shall forthwith notify, by [letter
addressed] providing written notice to its resident agent, each [such]
corporation specified in subsection 3 of the forfeiture of its charter.
The written notice [must be accompanied by] :
(a) Must include a statement indicating the amount of the filing
fee, penalties incurred and costs remaining unpaid.
(b) At the request of the resident agent, may be provided
electronically.
Sec. 72. Chapter 86 of NRS is hereby amended by adding
thereto the provisions set forth assections 73 to 82, inclusive, of
this act.
Sec. 73. 1. At the time of submitting any list required
pursuant to NRS 86.263, a limited-liability company that meets
the criteria set forth in subsection 2 must submit:
(a) The statement required pursuant to subsection 3,
accompanied by a declaration under penalty of perjury attesting
that the statement does not contain any material
misrepresentation of fact; and
(b) A fee of $100,000, to be distributed in the manner provided
pursuant to subsection 4.
2. A limited-liability company must submit a statement
pursuant to this section if the limited-liability company, including
its parent and all subsidiaries:
(a) Holds 25 percent or more of the share of the market within
this state for any product sold or distributed by the limited-liability
company within this state; and
(b) Has had, during the previous 5-year period, a total of five
or more investigations commenced against the limited-liability
company, its parent or its subsidiaries in any jurisdiction within
the United States, including all state and federal investigations:
(1) Which concern any alleged contract, combination or
conspiracy in restraint of trade, as described in subsection 1 of
NRS 598A.060, or which concern similar activities prohibited by a
substantially similar law of another jurisdiction; and
(2) Which resulted in the limited-liability company being
fined or otherwise penalized or which resulted in the limited
-liability company being required to divest any holdings or being
unable to acquire any holdings as a condition for the settlement,
dismissal or resolution of those investigations.
3. A limited-liability company that meets the criteria set forth
in subsection 2 shall submit a statement which includes the
following information with respect to each investigation:
(a) The jurisdiction in which the investigation was commenced.
(b) A summary of the nature of the investigation and the facts
and circumstances surrounding the investigation.
(c) If the investigation resulted in criminal or civil litigation, a
copy of all pleadings filed in the investigation by any party to the
litigation.
(d) A summary of the outcome of the investigation, including
specific information concerning whether any fine or penalty was
imposed against the limited-liability company and whether the
limited-liability company was required to divest any holdings or
was unable to acquire any holdings as a condition for the
settlement, dismissal or resolution of the investigation.
4. The fee collected pursuant to subsection 1 must be
deposited in the Attorney General’s Administration Budget
Account and used solely for the purpose of investigating any
alleged contract, combination or conspiracy in restraint of trade,
as described in subsection 1 of NRS 598A.060.
Sec. 74. 1. Each document filed with the Secretary of State
pursuant to this chapter must be on or accompanied by a form
prescribed by the Secretary of State.
2. The Secretary of State may refuse to file a document which
does not comply with subsection 1 or which does not contain all
of the information required by statute for filing the document.
3. If the provisions of the form prescribed by the Secretary of
State conflict with the provisions of any document that is
submitted for filing with the form:
(a) The provisions of the form control for all purposes with
respect to the information that is required by statute to appear in
the document in order for the document to be filed; and
(b) Unless otherwise provided in the document, the provisions
of the document control in every other situation.
4. The Secretary of State may by regulation provide for the
electronic filing of documents with the Office of the Secretary of
State.
Sec. 75. 1. Each foreign limited-liability company doing
business in this state shall, on or before the last day of the first
month after the filing of its application for registration as a
foreign limited-liability company with the Secretary of State, and
annually thereafter on or before the last day of the month in
which the anniversary date of its qualification to do business in
this state occurs in each year, file with the Secretary of State a list
on a form furnished by him that contains:
(a) The name of the foreign limited-liability company;
(b) The file number of the foreign limited-liability company, if
known;
(c) The names and titles of all its managers or, if there is no
manager, all its managing members;
(d) The address, either residence or business, of each manager
or managing member listed pursuant to paragraph (c);
(e) The name and address of its lawfully designated resident
agent in this state; and
(f) The signature of a manager or managing member of the
foreign limited-liability company certifying that the list is true,
complete and accurate.
2. Each list filed pursuant to this section must be
accompanied by a declaration under penalty of perjury that the
foreign limited-liability company:
(a) Has complied with the provisions of chapter 364A of NRS;
and
(b) Acknowledges that pursuant to NRS 239.330, it is a
category C felony to knowingly offer any false or forged
instrument for filing with the Office of the Secretary of State.
3. Upon filing:
(a) The initial list required by this section, the foreign limited
-liability company shall pay to the Secretary of State a fee of $125.
(b) Each annual list required by this section, the foreign
limited-liability company shall pay to the Secretary of State a fee
of $125.
4. If a manager or managing member of a foreign limited
-liability company resigns and the resignation is not made in
conjunction with the filing of an annual or amended list of
managers and managing members, the foreign limited-liability
company shall pay to the Secretary of State a fee of $75 to file the
resignation of the manager or managing member.
5. The Secretary of State shall, 60 days before the last day for
filing each annual list required by this section, cause to be mailed
to each foreign limited-liability company which is required to
comply with the provisions of sections 75 to 82, inclusive, of this
act, and which has not become delinquent, the blank forms to be
completed and filed with him. Failure of any foreign limited
-liability company to receive the forms does not excuse it from the
penalty imposed by the provisions of sections 75 to 82, inclusive,
of this act.
6. If the list to be filed pursuant to the provisions of
subsection 1 is defective or the fee required by subsection 3 is not
paid, the Secretary of State may return the list for correction or
payment.
7. An annual list for a foreign limited-liability company not
in default which is received by the Secretary of State more than
90 days before its due date must be deemed an amended list for
the previous year and does not satisfy the requirements of this
section for the year to which the due date is applicable.
Sec. 76. 1. At the time of submitting any list required
pursuant to section 75 of this act, a foreign limited-liability
company that meets the criteria set forth in subsection 2 must
submit:
(a) The statement required pursuant to subsection 3,
accompanied by a declaration under penalty of perjury attesting
that the statement does not contain any material
misrepresentation of fact; and
(b) A fee of $100,000, to be distributed in the manner provided
pursuant to subsection 4.
2. A foreign limited-liability company must submit a
statement pursuant to this section if the foreign limited-liability
company, including its parent and all subsidiaries:
(a) Holds 25 percent or more of the share of the market within
this state for any product sold or distributed by the foreign
limited-liability company within this state; and
(b) Has had, during the previous 5-year period, a total of five
or more investigations commenced against the foreign limited
-liability company, its parent or its subsidiaries in any jurisdiction
within the United States, including all state and federal
investigations:
(1) Which concern any alleged contract, combination or
conspiracy in restraint of trade, as described in subsection 1 of
NRS 598A.060, or which concern similar activities prohibited by a
substantially similar law of another jurisdiction; and
(2) Which resulted in the foreign limited-liability company
being fined or otherwise penalized or which resulted in the
foreign limited-liability company being required to divest any
holdings or being unable to acquire any holdings as a condition
for the settlement, dismissal or resolution of those investigations.
3. A foreign limited-liability company that meets the criteria
set forth in subsection 2 shall submit a statement which includes
the following information with respect to each investigation:
(a) The jurisdiction in which the investigation was commenced.
(b) A summary of the nature of the investigation and the facts
and circumstances surrounding the investigation.
(c) If the investigation resulted in criminal or civil litigation, a
copy of all pleadings filed in the investigation by any party to the
litigation.
(d) A summary of the outcome of the investigation, including
specific information concerning whether any fine or penalty was
imposed against the foreign limited-liability company and
whether the foreign limited-liability company was required to
divest any holdings or was unable to acquire any holdings as a
condition for the settlement, dismissal or resolution of the
investigation.
4. The fee collected pursuant to subsection 1 must be
deposited in the Attorney General’s Administration Budget
Account and used solely for the purpose of investigating any
alleged contract, combination or conspiracy in restraint of trade,
as described in subsection 1 of NRS 598A.060.
Sec. 77. If a foreign limited-liability company has filed the
initial or annual list in compliance with section 75 of this act and
has paid the appropriate fee for the filing, the cancelled check or
other proof of payment received by the foreign limited-liability
company constitutes a certificate authorizing it to transact its
business within this state until the last day of the month in which
the anniversary of its qualification to transact business occurs in
the next succeeding calendar year.
Sec. 78. 1. Each list required to be filed under the
provisions of sections 75 to 82, inclusive, of this act must, after
the name of each manager or, if there is no manager, each of its
managing members listed thereon, set forth the address, either
residence or business, of each manager or managing member.
2. If the addresses are not stated for each person on any list
offered for filing, the Secretary of State may refuse to file the list,
and the foreign limited-liability company for which the list has
been offered for filing is subject to all the provisions of sections
75 to 82, inclusive, of this act relating to failure to file the list
within or at the times therein specified, unless a list is
subsequently submitted for filing which conforms to the
provisions of this section.
Sec. 79. 1. Each foreign limited-liability company which is
required to make a filing and pay the fee prescribed in sections 75
to 82, inclusive, of this act and which refuses or neglects to do so
within the time provided is in default.
2. For default there must be added to the amount of the fee a
penalty of $75, and unless the filing is made and the fee and
penalty are paid on or before the last day of the month in which
the anniversary date of the foreign limited-liability company
occurs, the defaulting foreign limited-liability company by reason
of its default forfeits its right to transact any business within this
state. The fee and penalty must be collected as provided in this
chapter.
Sec. 80. 1. The Secretary of State shall notify, by providing
written notice to its resident agent, each foreign limited-liability
company deemed in default pursuant to section 79 of this act. The
written notice:
(a) Must include a statement indicating the amount of the
filing fee, penalties incurred and costs remaining unpaid.
(b) At the request of the resident agent, may be provided
electronically.
2. Immediately after the last day of the month in which the
anniversary date of its organization occurs, the Secretary of State
shall compile a complete list containing the names of all foreign
limited-liability companies whose right to transact business has
been forfeited.
3. The Secretary of State shall notify, by providing written
notice to its resident agent, each foreign limited-liability company
specified in subsection 2 of the forfeiture of its right to transact
business. The written notice:
(a) Must include a statement indicating the amount of the
filing fee, penalties incurred and costs remaining unpaid.
(b) At the request of the resident agent, may be provided
electronically.
Sec. 81. 1. Except as otherwise provided in subsections 3
and 4, the Secretary of State shall reinstate a foreign limited
-liability company which has forfeited or which forfeits its right to
transact business under the provisions of this chapter and shall
restore to the foreign limited-liability company its right to transact
business in this state, and to exercise its privileges and
immunities, if it:
(a) Files with the Secretary of State:
(1) The list required by section 75 of this act;
(2) The statement required by section 76 of this act, if
applicable; and
(3) A certificate of acceptance of appointment signed by its
resident agent; and
(b) Pays to the Secretary of State:
(1) The filing fee and penalty set forth in sections 75 and 79
of this act for each year or portion thereof that its right to transact
business was forfeited;
(2) The fee set forth in section 76 of this act, if applicable;
and
(3) A fee of $300 for reinstatement.
2. When the Secretary of State reinstates the foreign limited
-liability company, he shall issue to the foreign limited-liability
company a certificate of reinstatement if the foreign limited
-liability company:
(a) Requests a certificate of reinstatement; and
(b) Pays the required fees pursuant to NRS 86.561.
3. The Secretary of State shall not order a reinstatement
unless all delinquent fees and penalties have been paid and the
revocation of the right to transact business occurred only by
reason of failure to pay the fees and penalties.
4. If the right of a foreign limited-liability company to
transact business in this state has been forfeited pursuant to the
provisions of this chapter and has remained forfeited for a period
of 5 consecutive years, the right must not be reinstated.
Sec. 82. 1. Except as otherwise provided in subsection 2, if
a foreign limited-liability company applies to reinstate its
registration but its name has been legally reserved or acquired by
another artificial person formed, organized, registered or qualified
pursuant to the provisions of this title whose name is on file with
the Office of the Secretary of State or reserved in the Office of the
Secretary of State pursuant to the provisions of this title, the
foreign limited-liability company must in its application for
reinstatement submit in writing to the Secretary of State some
other name under which it desires its existence to be reinstated. If
that name is distinguishable from all other names reserved or
otherwise on file, the Secretary of State shall reinstate the foreign
limited-liability company under that new name.
2. If the applying foreign limited-liability company submits
the written, acknowledged consent of the artificial person having
a name, or the person who has reserved a name, which is not
distinguishable from the old name of the applying foreign limited
-liability company or a new name it has submitted, it may be
reinstated under that name.
3. For the purposes of this section, a proposed name is not
distinguishable from a name on file or reserved solely because
one or the other contains distinctive lettering, a distinctive mark,
a trademark or a trade name, or any combination thereof.
4. The Secretary of State may adopt regulations that interpret
the requirements of this section.
Sec. 83. NRS 86.161 is hereby amended to read as follows:
86.161 1. The articles of organization must set forth:
(a) The name of the limited-liability company;
(b) The name and complete street address of its resident agent,
and the mailing address of the resident agent if different from the
street address;
(c) The name and [post office or street] address, either residence
or business, of each of the organizers executing the articles; and
(d) If the company is to be managed by:
(1) One or more managers, the name and [post office or
street] address, either residence or business, of each manager; or
(2) The members, the name and [post office or street]
address, either residence or business, of each member.
2. The articles may set forth any other provision, not
inconsistent with law, which the members elect to set out in the
articles of organization for the regulation of the internal affairs of
the company, including any provisions which under this chapter are
required or permitted to be set out in the operating agreement of the
company.
3. It is not necessary to set out in the articles of organization:
(a) The rights, if any, of the members to contract debts on behalf
of the limited-liability company; or
(b) Any of the powers enumerated in this chapter.
Sec. 84. NRS 86.171 is hereby amended to read as follows:
86.171 1. The name of a limited-liability company formed
under the provisions of this chapter must contain the words
“Limited-Liability Company,” “Limited Company,” or “Limited”
or the abbreviations “Ltd.,” “L.L.C.,” “L.C.,” “LLC” or “LC.” The
word “Company” may be abbreviated as “Co.”
2. The name proposed for a limited-liability company must be
distinguishable on the records of the Secretary of State from the
names of all other artificial persons formed, organized, registered or
qualified pursuant to the provisions of this title that are on file in
the Office of the Secretary of State and all names that are reserved
in the Office of the Secretary of State pursuant to the provisions of
this title. If a proposed name is not so distinguishable, the Secretary
of State shall return the articles of organization to the organizer,
unless the written, acknowledged consent of the holder of the name
on file or reserved name to use the same name or the requested
similar name accompanies the articles of organization.
3. For the purposes of this section and NRS 86.176, a proposed
name is not distinguishable from a name on file or reserved name
solely because one or the other contains distinctive lettering, a
distinctive mark, a trademark or a trade name, or any combination
[of these.] thereof.
4. The name of a limited-liability company whose charter has
been revoked, which has merged and is not the surviving entity or
whose existence has otherwise terminated is available for use by
any other artificial person.
5. The Secretary of State shall not accept for filing any articles
of organization for any limited-liability company if the name of the
limited-liability company contains the [words] word “accountant,”
“accounting,” “accountancy,” “auditor” or “auditing” unless the
Nevada State Board of Accountancy certifies that the limited
-liability company:
(a) Is registered pursuant to the provisions of chapter 628 of
NRS; or
(b) Has filed with the Nevada State Board of Accountancy
under penalty of perjury a written statement that the limited
-liability company is not engaged in the practice of accounting and
is not offering to practice accounting in this state.
6. The Secretary of State shall not accept for filing any
articles of organization or certificate of amendment of articles of
organization of any limited-liability company formed or existing
pursuant to the laws of this state which provides that the name of
the limited-liability company contains the word “bank” or “trust”
unless:
(a) It appears from the articles of organization or the
certificate of amendment that the limited-liability company
proposes to carry on business as a banking or trust company,
exclusively or in connection with its business as a bank, savings
and loan association or thrift company; and
(b) The articles of organization or certificate of amendment is
first approved by the Commissioner of Financial Institutions.
7. The Secretary of State shall not accept for filing any
articles of organization or certificate of amendment of articles of
organization of any limited-liability company formed or existing
pursuant to the provisions of this chapter if it appears from the
articles or the certificate of amendment that the business to be
carried on by the limited-liability company is subject to
supervision by the Commissioner of Insurance or by the
Commissioner of Financial Institutions unless the articles or
certificate of amendment is approved by the Commissioner who
will supervise the business of the foreign limited-liability
company.
8. Except as otherwise provided in subsection 7, the Secretary
of State shall not accept for filing any articles of organization or
certificate of amendment of articles of organization of any
limited-liability company formed or existing pursuant to the laws
of this state which provides that the name of the limited-liability
company contains the words “engineer,” “engineered,”
“engineering,” “professional engineer,” “registered engineer” or
“licensed engineer” unless:
(a) The State Board of Professional Engineers and Land
Surveyors certifies that the principals of the limited-liability
company are licensed to practice engineering pursuant to the laws
of this state; or
(b) The State Board of Professional Engineers and Land
Surveyors certifies that the limited-liability company is exempt
from the prohibitions of NRS 625.520.
9. The Secretary of State may adopt regulations that interpret
the requirements of this section.
Sec. 85. NRS 86.221 is hereby amended to read as follows:
86.221 1. The articles of organization of a limited-liability
company may be amended for any purpose, not inconsistent with
law, as determined by all of the members or permitted by the
articles or an operating agreement.
2. An amendment must be made in the form of a certificate
setting forth:
(a) The name of the limited-liability company;
(b) Whether the limited-liability company is managed by [one or
more] managers or members; and
(c) The amendment to the articles of organization.
3. The certificate of amendment must be signed by a manager
of the company or, if management is not vested in a manager, by a
member.
4. Restated articles of organization may be executed and filed
in the same manner as a certificate of amendment. If the certificate
alters or amends the articles in any manner, it must be accompanied
by:
(a) A resolution; or
(b) A form prescribed by the Secretary of State,
setting forth which provisions of the articles of organization on file
with the Secretary of State are being altered or amended.
Sec. 86. NRS 86.226 is hereby amended to read as follows:
86.226 1. A signed certificate of amendment, or a certified
copy of a judicial decree of amendment, must be filed with the
Secretary of State. A person who executes a certificate as an agent,
officer or fiduciary of the limited-liability company need not
exhibit evidence of his authority as a prerequisite to filing. Unless
the Secretary of State finds that a certificate does not conform to
law, upon his receipt of all required filing fees he shall file the
certificate.
2. A certificate of amendment or judicial decree of amendment
is effective upon filing with the Secretary of State or upon a later
date specified in the certificate or judicial decree, which must not
be more than 90 days after the certificate or judicial decree is filed.
3. If a certificate specifies an effective date and if the
resolution of the members approving the proposed amendment
provides that one or more managers or, if management is not vested
in a manager, one or more members may abandon the proposed
amendment, then those managers or members may terminate the
effectiveness of the certificate by filing a certificate of termination
with the Secretary of State that:
(a) Is filed before the effective date specified in the certificate or
judicial decree filed pursuant to subsection 1;
(b) Identifies the certificate being terminated;
(c) States that, pursuant to the resolution of the members, the
manager of the company or, if management is not vested in a
manager, a designated member is authorized to terminate the
effectiveness of the certificate;
(d) States that the effectiveness of the certificate has been
terminated;
(e) Is signed by a manager of the company or, if management is
not vested in a manager, a designated member; and
(f) Is accompanied by a filing fee of [$150.] $175.
Sec. 87. NRS 86.235 is hereby amended to read as follows:
86.235 1. If a limited-liability company formed pursuant to
this chapter desires to change its resident agent, the change may be
effected by filing with the Secretary of State a certificate of change
of resident agent signed by a manager of the company or, if
management is not vested in a manager, by a member, that sets
forth:
(a) The name of the limited-liability company;
(b) The name and street address of its present resident agent; and
(c) The name and street address of the new resident agent.
2. The new resident agent’s certificate of acceptance must be a
part of or attached to the certificate of change [.
3. The] of resident agent.
3. If the name of a resident agent is changed as a result of a
merger, conversion, exchange, sale, reorganization or
amendment, the resident agent shall:
(a) File with the Secretary of State a certificate of name
change of resident agent that includes:
(1) The current name of the resident agent as filed with the
Secretary of State;
(2) The new name of the resident agent; and
(3) The name and file number of each artificial person
formed, organized, registered or qualified pursuant to the
provisions of this title that the resident agent represents; and
(b) Pay to the Secretary of State a filing fee of $100.
4. A change authorized by this section becomes effective upon
the filing of the proper certificate of change.
Sec. 88. NRS 86.251 is hereby amended to read as follows:
86.251 1. A resident agent who desires to resign shall [file] :
(a) File with the Secretary of State a signed statement [for each
limited-liability company] in the manner provided pursuant to
subsection 1 of NRS 78.097 that he is unwilling to continue to act
as the resident agent of the limited-liability company for the service
of process [.] ; and
(b) Pay to the Secretary of State the filing fee set forth in
subsection 1 of NRS 78.097.
A resignation is not effective until the signed statement is filed with
the Secretary of State.
2. The statement of resignation may contain a statement of the
affected limited-liability company appointing a successor resident
agent for that limited-liability company, giving the agent’s full
name, street address for the service of process, and mailing address
if different from the street address. A certificate of acceptance
executed by the new resident agent must accompany the statement
appointing a successor resident agent.
3. Upon the filing of the statement of resignation with the
Secretary of State the capacity of the resigning person as resident
agent terminates. If the statement of resignation contains no
statement by the limited-liability company appointing a successor
resident agent, the resigning agent shall immediately give written
notice, by mail, to the limited-liability company of the filing of the
statement and its effect. The notice must be addressed to any
manager or, if none, to any member, of the limited-liability
company other than the resident agent.
4. If a resident agent dies, resigns or moves from the State, the
limited-liability company, within 30 days thereafter, shall file with
the Secretary of State a certificate of acceptance executed by the
new resident agent. The certificate must set forth the name,
complete street address and mailing address, if different from the
street address, of the new resident agent.
5. Each limited-liability company which fails to file a
certificate of acceptance executed by the new resident agent within
30 days after the death, resignation or removal of its resident agent
as provided in subsection 4, shall be deemed in default and is
subject to the provisions of NRS 86.272 and 86.274.
Sec. 89. NRS 86.263 is hereby amended to read as follows:
86.263 1. A limited-liability company shall, on or before the
[first] last day of the [second] first month after the filing of its
articles of organization with the Secretary of State, file with the
Secretary of State, on a form furnished by him, a list that contains:
(a) The name of the limited-liability company;
(b) The file number of the limited-liability company, if known;
(c) The names and titles of all of its managers or, if there is no
manager, all of its managing members;
(d) The [mailing or street] address, either residence or business,
of each manager or managing member listed, following the name of
the manager or managing member;
(e) The name and [street] address of the lawfully designated
resident agent of the limited-liability company; and
(f) The signature of a manager or managing member of the
limited-liability company certifying that the list is true, complete
and accurate.
2. The limited-liability company shall annually thereafter, on
or before the last day of the month in which the anniversary date of
its organization occurs, file with the Secretary of State, on a form
furnished by him, an amended list containing all of the information
required in subsection 1. [If the limited-liability company has had
no changes in its managers or, if there is no manager, its managing
members, since its previous list was filed, no amended list need be
filed if a manager or managing member of the limited-liability
company certifies to the Secretary of State as a true and accurate
statement that no changes in the managers or managing members
have occurred.]
3. Each list required by [subsection 1 and each list or
certification required by subsection] subsections 1 and 2 must be
accompanied by a declaration under penalty of perjury that the
limited-liability company [has] :
(a) Has complied with the provisions of chapter 364A of NRS
[.] ; and
(b) Acknowledges that pursuant to NRS 239.330, it is a
category C felony to knowingly offer any false or forged
instrument for filing in the Office of the Secretary of State.
4. Upon filing:
(a) The initial list required by subsection 1, the limited-liability
company shall pay to the Secretary of State a fee of [$165.] $125.
(b) Each annual list required by subsection 2 , [or certifying that
no changes have occurred,] the limited-liability company shall pay
to the Secretary of State a fee of [$85.] $125.
5. If a manager or managing member of a limited-liability
company resigns and the resignation is not made in conjunction
with the filing of an annual or amended list of managers and
managing members, the limited-liability company shall pay to the
Secretary of State a fee of $75 to file the resignation of the
manager or managing member.
6. The Secretary of State shall, 60 days before the last day for
filing each list required by subsection 2, cause to be mailed to each
limited-liability company which is required to comply with the
provisions of this section, and which has not become delinquent, a
notice of the fee due under subsection 4 and a reminder to file a list
required by subsection 2 . [or a certification of no change.] Failure
of any company to receive a notice or form does not excuse it from
the penalty imposed by law.
[6.] 7. If the list to be filed pursuant to the provisions of
subsection 1 or 2 is defective or the fee required by subsection 4 is
not paid, the Secretary of State may return the list for correction or
payment.
[7.] 8. An annual list for a limited-liability company not in
default received by the Secretary of State more than [60] 90 days
before its due date shall be deemed an amended list for the previous
year.
Sec. 90. NRS 86.266 is hereby amended to read as follows:
86.266 If a limited-liability company has filed the initial or
annual list in compliance with NRS 86.263 and has paid the
appropriate fee for the filing, the cancelled check or other proof of
payment received by the limited-liability company constitutes a
certificate authorizing it to transact its business within this state
until the last day of the month in which the anniversary of its
formation occurs in the next succeeding calendar year. [If the
company desires a formal certificate upon its payment of the annual
fee, its payment must be accompanied by a self-addressed, stamped
envelope.]
Sec. 91. NRS 86.269 is hereby amended to read as follows:
86.269 1. [Every] Each list required to be filed under the
provisions of NRS 86.263 must, after the name of each manager
and
member listed thereon, set forth the [post office box or street]
address, either residence or business, of each manager or member.
2. If the addresses are not stated for each person on any list
offered for filing, the Secretary of State may refuse to file the list,
and the limited-liability company for which the list has been offered
for filing is subject to the provisions of NRS 86.272 and 86.274
relating to failure to file the list within or at the times therein
specified, unless a list is subsequently submitted for filing which
conforms to the provisions of this section.
Sec. 92. NRS 86.272 is hereby amended to read as follows:
86.272 1. Each limited-liability company which is required
to make a filing and pay the fee prescribed in NRS 86.263 and
section 73 of this act and which refuses or neglects to do so within
the time provided is in default.
2. For default there must be added to the amount of the fee a
penalty of [$50.] $75. The fee and penalty must be collected as
provided in this chapter.
Sec. 93. NRS 86.274 is hereby amended to read as follows:
86.274 1. The Secretary of State shall notify, by [letter
addressed] providing written notice to its resident agent, each
limited-liability company deemed in default pursuant to the
provisions of this chapter. The written notice [must be accompanied
by] :
(a) Must include a statement indicating the amount of the filing
fee, penalties incurred and costs remaining unpaid.
(b) At the request of the resident agent, may be provided
electronically.
2. On the first day of the first anniversary of the month
following the month in which the filing was required, the charter of
the company is revoked and its right to transact business is
forfeited.
3. The Secretary of State shall compile a complete list
containing the names of all limited-liability companies whose right
to [do] transact business has been forfeited.
4. The Secretary of State shall forthwith notify [each limited
-liability company by letter addressed] , by providing written notice
to its resident agent , each limited-liability company specified in
subsection 3 of the forfeiture of its charter. The written notice
[must be accompanied by] :
(a) Must include a statement indicating the amount of the filing
fee, penalties incurred and costs remaining unpaid.
[4.] (b) At the request of the resident agent, may be provided
electronically.
5. If the charter of a limited-liability company is revoked and
the right to transact business is forfeited, all of the property and
assets of the defaulting company must be held in trust by the
managers or, if none, by the members of the company, and the
same
proceedings may be had with respect to its property and assets as
apply to the dissolution of a limited-liability company pursuant to
NRS 86.505 and 86.521. Any person interested may institute
proceedings at any time after a forfeiture has been declared, but if
the Secretary of State reinstates the charter , the proceedings must
be dismissed and all property restored to the company.
[5.] 6. If the assets are distributed , they must be applied in the
following manner:
(a) To the payment of the filing fee, penalties incurred and costs
due to the State; and
(b) To the payment of the creditors of the company.
Any balance remaining must be distributed among the members as
provided in subsection 1 of NRS 86.521.
Sec. 94. NRS 86.276 is hereby amended to read as follows:
86.276 1. Except as otherwise provided in subsections 3 and
4, the Secretary of State shall reinstate any limited-liability
company which has forfeited or which forfeits its right to transact
business pursuant to the provisions of this chapter and shall restore
to the company its right to carry on business in this state, and to
exercise its privileges and immunities, if it:
(a) Files with the Secretary of State [the] :
(1) The list required by NRS 86.263;
(2) The statement required by section 73 of this act, if
applicable; and
(3) A certificate of acceptance of appointment signed by its
resident agent; and
(b) Pays to the Secretary of State:
(1) The filing fee and penalty set forth in NRS 86.263 and
86.272 for each year or portion thereof during which it failed to file
in a timely manner each required annual list; [and]
(2) The fee set forth in section 73 of this act, if applicable;
and
(3) A fee of [$200] $300 for reinstatement.
2. When the Secretary of State reinstates the limited-liability
company, he shall[:
(a) Immediately issue and deliver to the company a certificate of
reinstatement authorizing it to transact business as if the filing fee
had been paid when due; and
(b) Upon demand,] issue to the company [one or more certified
copies of the] a certificate of reinstatement [.]if the limited-liability
company:
(a) Requests a certificate of reinstatement; and
(b) Pays the required fees pursuant to NRS 86.561.
3. The Secretary of State shall not order a reinstatement unless
all delinquent fees and penalties have been paid, and the revocation
of the charter occurred only by reason of failure to pay the fees and
penalties.
4. If a company’s charter has been revoked pursuant to the
provisions of this chapter and has remained revoked for a period of
5 consecutive years, the charter must not be reinstated.
Sec. 95. NRS 86.278 is hereby amended to read as follows:
86.278 1. Except as otherwise provided in subsection 2, if a
limited-liability company applies to reinstate its charter but its
name has been legally acquired or reserved by any other artificial
person formed, organized, registered or qualified pursuant to the
provisions of this title whose name is on file with the Office of the
Secretary of State or reserved in the Office of the Secretary of State
pursuant to the provisions of this title, the company shall submit in
writing to the Secretary of State some other name under which it
desires its existence to be reinstated. If that name is distinguishable
from all other names reserved or otherwise on file, the Secretary of
State shall [issue to the applying] reinstate the limited-liability
company [a certificate of reinstatement] under that new name.
2. If the applying limited-liability company submits the
written, acknowledged consent of the artificial person having the
name, or the person reserving the name, which is not
distinguishable from the old name of the applying company or a
new name it has submitted, it may be reinstated under that name.
3. For the purposes of this section, a proposed name is not
distinguishable from a name on file or reserved name solely
because one or the other contains distinctive lettering, a distinctive
mark, a trademark or a trade name or any combination of these.
4. The Secretary of State may adopt regulations that interpret
the requirements of this section.
Sec. 96. NRS 86.401 is hereby amended to read as follows:
86.401 1. On application to a court of competent jurisdiction
by a judgment creditor of a member, the court may charge the
member’s interest with payment of the unsatisfied amount of the
judgment with interest. To the extent so charged, the judgment
creditor has only the rights of an assignee of the member’s interest.
2. [The court may appoint a receiver of the share of the
distributions due or to become due to the judgment debtor in
respect of the limited-liability company. The receiver has only the
rights of an assignee. The court may make all other orders,
directions, accounts and inquiries that the judgment debtor might
have made or which the circumstances of the case may require.
3. A charging order constitutes a lien on the member’s interest
of the judgment debtor. The court may order a foreclosure of the
member’s interest subject to the charging order at any time. The
purchaser at the foreclosure sale has only the rights of an assignee.
4. Unless otherwise provided in the articles of organization or
operating agreement, at any time before foreclosure, a member’s
interest charged may be redeemed:
(a) By the judgment debtor;
(b) With property other than property of the limited-liability
company, by one or more of the other members; or
(c) By the limited-liability company with the consent of all of
the members whose interests are not so charged.
5.]This section [provides] :
(a) Provides the exclusive remedy by which a judgment creditor
of a member or an assignee of a member may satisfy a judgment
out of the member’s interest of the judgment debtor.
[6. No creditor of a member has any right to obtain possession
of, or otherwise exercise legal or equitable remedies with respect to,
the property of the limited-liability company.
7. This section does]
(b) Does not deprive any member of the benefit of any
exemption applicable to his interest.
Sec. 97. NRS 86.547 is hereby amended to read as follows:
86.547 1. A foreign limited-liability company may cancel its
registration by filing with the Secretary of State a certificate of
cancellation signed by a manager of the company or, if
management is not vested in a manager, a member of the company.
The certificate, which must be accompanied by the required fees,
must set forth:
(a) The name of the foreign limited-liability company;
(b) [The date upon which its certificate of registration was filed;
(c)] The effective date of the cancellation if other than the date
of the filing of the certificate of cancellation; and
[(d)] (c) Any other information deemed necessary by the
manager of the company or, if management is not vested in a
manager, a member of the company.
2. A cancellation pursuant to this section does not terminate the
authority of the Secretary of State to accept service of process on
the foreign limited-liability company with respect to causes of
action arising from the transaction of business in this state by the
foreign limited-liability company.
Sec. 98. NRS 86.561 is hereby amended to read as follows:
86.561 1. The Secretary of State shall charge and collect for:
(a) Filing the original articles of organization, or for registration
of a foreign company, [$175;] $75;
(b) Amending or restating the articles of organization, amending
the registration of a foreign company or filing a certificate of
correction, [$150;] $175;
(c) Filing the articles of dissolution of a domestic or foreign
company, [$60;] $75;
(d) Filing a statement of change of address of a records or
registered office, or change of the resident agent, [$30;] $60;
(e) Certifying articles of organization or an amendment to the
articles, in both cases where a copy is provided, [$20;] $30;
(f) Certifying an authorized printed copy of this chapter, [$20;]
$30;
(g) Reserving a name for a limited-liability company, [$20;]
$25;
(h) Filing a certificate of cancellation, [$60;] $75;
(i) Executing, filing or certifying any other document, [$40;]
$50; and
(j) Copies made at the Office of the Secretary of State, [$1] $2
per page.
2. The Secretary of State shall charge and collect , at the time
of any service of process on him as agent for service of process of a
limited-liability company, [$10] $100 which may be recovered as
taxable costs by the party to the action causing the service to be
made if the party prevails in the action.
3. Except as otherwise provided in this section, the fees set
forth in NRS 78.785 apply to this chapter.
Sec. 99. NRS 86.568 is hereby amended to read as follows:
86.568 1. A limited-liability company may correct a
document filed by the Secretary of State with respect to the limited
-liability company if the document contains an inaccurate record of
a company action described in the document or was defectively
executed, attested, sealed, verified or acknowledged.
2. To correct a document, the limited-liability company must:
(a) Prepare a certificate of correction that:
(1) States the name of the limited-liability company;
(2) Describes the document, including, without limitation, its
filing date;
(3) Specifies the inaccuracy or defect;
(4) Sets forth the inaccurate or defective portion of the
document in an accurate or corrected form; and
(5) Is signed by a manager of the company[,] or , if
management is not vested in a manager, by a member of the
company.
(b) Deliver the certificate to the Secretary of State for filing.
(c) Pay a filing fee of [$150] $175 to the Secretary of State.
3. A certificate of correction is effective on the effective date
of the document it corrects except as to persons relying on the
uncorrected document and adversely affected by the correction. As
to those persons, the certificate is effective when filed.
Sec. 100. NRS 86.580 is hereby amended to read as follows:
86.580 1. A limited-liability company which did exist or is
existing pursuant to the laws of this state may, upon complying
with
the provisions of NRS 86.276, procure a renewal or revival of its
charter for any period, together with all the rights, franchises,
privileges and immunities, and subject to all its existing and
preexisting debts, duties and liabilities secured or imposed by its
original charter and amendments thereto, or existing charter, by
filing:
(a) A certificate with the Secretary of State, which must set
forth:
(1) The name of the limited-liability company, which must
be the name of the limited-liability company at the time of the
renewal or revival, or its name at the time its original charter
expired.
(2) The name of the person lawfully designated as the
resident agent of the limited-liability company, his street address
for the service of process, and his mailing address if different from
his street address.
(3) The date when the renewal or revival of the charter is to
commence or be effective, which may be, in cases of a revival,
before the date of the certificate.
(4) Whether or not the renewal or revival is to be perpetual,
and, if not perpetual, the time for which the renewal or revival is to
continue.
(5) That the limited-liability company desiring to renew or
revive its charter is, or has been, organized and carrying on the
business authorized by its existing or original charter and
amendments thereto, and desires to renew or continue through
revival its existence pursuant to and subject to the provisions of this
chapter.
(b) A list of its managers, or if there are no managers, all its
managing members and their post office box or street addresses,
either residence or business.
2. A limited-liability company whose charter has not expired
and is being renewed shall cause the certificate to be signed by its
manager, or if there is no manager, by a person designated by its
members. The certificate must be approved by a majority in
interest.
3. A limited-liability company seeking to revive its original or
amended charter shall cause the certificate to be signed by a person
or persons designated or appointed by the members. The execution
and filing of the certificate must be approved by the written consent
of a majority in interest and must contain a recital that this consent
was secured. The limited-liability company shall pay to the
Secretary of State the fee required to establish a new limited
-liability company pursuant to the provisions of this chapter.
4. The filed certificate, or a copy thereof which has been
certified under the hand and seal of the Secretary of State, must be
received in all courts and places as prima facie evidence of the facts
therein stated and of the existence of the limited-liability company
therein named.
Sec. 101. Chapter 87 of NRS is hereby amended by adding
thereto the provisions set forth as sections 102 to 109, inclusive, of
this act.
Sec. 102. 1. Each document filed with the Secretary of
State pursuant to this chapter must be on or accompanied by a
form prescribed by the Secretary of State.
2. The Secretary of State may refuse to file a document which
does not comply with subsection 1 or which does not contain all
of the information required by statute for filing the document.
3. If the provisions of the form prescribed by the Secretary of
State conflict with the provisions of any document that is
submitted for filing with the form:
(a) The provisions of the form control for all purposes with
respect to the information that is required by statute to appear in
the document in order for the document to be filed; and
(b) Unless otherwise provided in the document, the provisions
of the document control in every other situation.
4. The Secretary of State may by regulation provide for the
electronic filing of documents with the Office of the Secretary of
State.
Sec. 103. 1. Each foreign registered limited-liability
partnership doing business in this state shall, on or before the last
day of the first month after the filing of its application for
registration as a foreign registered limited-liability partnership
with the Secretary of State, and annually thereafter on or before
the last day of the month in which the anniversary date of its
qualification to do business in this state occurs in each year, file
with the Secretary of State a list, on a form furnished by him, that
contains:
(a) The name of the foreign registered limited-liability
partnership;
(b) The file number of the foreign registered limited-liability
partnership, if known;
(c) The names of all its managing partners;
(d) The address, either residence or business, of each
managing partner;
(e) The name and address of the lawfully designated resident
agent of the foreign registered limited-liability partnership; and
(f) The signature of a managing partner of the foreign
registered limited-liability partnership certifying that the list is
true, complete and accurate.
2. Each list filed pursuant to this section must be
accompanied by a declaration under penalty of perjury that the
foreign registered limited-liability partnership:
(a) Has complied with the provisions of chapter 364A of NRS;
and
(b) Acknowledges that pursuant to NRS 239.330, it is a
category C felony to knowingly offer any false or forged
instrument for filing in the Office of the Secretary of State.
3. Upon filing:
(a) The initial list required by this section, the foreign
registered limited-liability partnership shall pay to the Secretary
of State a fee of $125.
(b) Each annual list required by this section, the foreign
registered limited-liability partnership shall pay to the Secretary
of State a fee of $125.
4. If a managing partner of a foreign registered limited
-liability partnership resigns and the resignation is not made in
conjunction with the filing of an annual or amended list of
managing partners, the foreign registered limited-liability
partnership shall pay to the Secretary of State a fee of $75 to file
the resignation of the managing partner.
5. The Secretary of State shall, 60 days before the last day for
filing each annual list required by subsection 1, cause to be
mailed to each foreign registered limited-liability partnership
which is required to comply with the provisions of sections 103 to
109, inclusive, of this act, and which has not become delinquent,
the blank forms to be completed and filed with him. Failure of
any foreign registered limited-liability partnership to receive the
forms does not excuse it from the penalty imposed by the
provisions of sections 103 to 109, inclusive, of this act.
6. If the list to be filed pursuant to the provisions of
subsection 1 is defective or the fee required by subsection 3 is not
paid, the Secretary of State may return the list for correction or
payment.
7. An annual list for a foreign registered limited-liability
partnership not in default which is received by the Secretary of
State more than 90 days before its due date must be deemed an
amended list for the previous year and does not satisfy the
requirements of subsection 1 for the year to which the due date is
applicable.
Sec. 104. If a foreign registered limited-liability partnership
has filed the initial or annual list in compliance with section 103
of this act and has paid the appropriate fee for the filing, the
cancelled check or other proof of payment received by the foreign
registered limited-liability partnership constitutes a certificate
authorizing it to transact its business within this state until the
last day of the month in which the anniversary of its qualification
to transact business occurs in the next succeeding calendar year.
Sec. 105. 1. Each list required to be filed under the
provisions of sections 103 to 109, inclusive, of this act must, after
the name of each managing partner listed thereon, set forth the
address, either residence or business, of each managing partner.
2. If the addresses are not stated for each person on any list
offered for filing, the Secretary of State may refuse to file the list,
and the foreign registered limited-liability partnership for which
the list has been offered for filing is subject to all the provisions of
sections 103 to 109, inclusive, of this act relating to failure to file
the list within or at the times therein specified, unless a list is
subsequently submitted for filing which conforms to the
provisions of this section.
Sec. 106. 1. Each foreign registered limited-liability
partnership which is required to make a filing and pay the fee
prescribed in sections 103 to 109, inclusive, of this act and which
refuses or neglects to do so within the time provided is in default.
2. For default there must be added to the amount of the fee a
penalty of $75, and unless the filing is made and the fee and
penalty are paid on or before the last day of the month in which
the anniversary date of the foreign registered limited-liability
partnership occurs, the defaulting foreign registered limited
-liability partnership by reason of its default forfeits its right to
transact any business within this state. The fee and penalty must
be collected as provided in this chapter.
Sec. 107. 1. The Secretary of State shall notify, by
providing written notice to its resident agent, each foreign
registered limited-liability partnership deemed in default pursuant
to section 106 of this act. The written notice:
(a) Must include a statement indicating the amount of the
filing fee, penalties incurred and costs remaining unpaid.
(b) At the request of the resident agent, may be provided
electronically.
2. Immediately after the last day of the month in which the
anniversary date of its registration occurs, the Secretary of State
shall compile a complete list containing the names of all foreign
registered limited-liability partnerships whose right to transact
business has been forfeited.
3. The Secretary of State shall notify, by providing written
notice to its resident agent, each foreign registered limited
-liability partnership specified in subsection 2 of the forfeiture of
its right to transact business. The written notice:
(a) Must include a statement indicating the amount of the
filing fee, penalties incurred and costs remaining unpaid.
(b) At the request of the resident agent, may be provided
electronically.
Sec. 108. 1. Except as otherwise provided in subsections 3
and 4, the Secretary of State shall reinstate a foreign registered
limited-liability partnership which has forfeited or which forfeits
its right to transact business under the provisions of this chapter
and shall restore to the foreign registered limited-liability
partnership its right to transact business in this state, and to
exercise its privileges and immunities, if it:
(a) Files with the Secretary of State:
(1) The list required by section 103 of this act; and
(2) A certificate of acceptance of appointment signed by its
resident agent; and
(b) Pays to the Secretary of State:
(1) The filing fee and penalty set forth in sections 103 and
106 of this act for each year or portion thereof that its right to
transact business was forfeited; and
(2) A fee of $300 for reinstatement.
2. When the Secretary of State reinstates the foreign
registered limited-liability partnership, he shall issue to the
foreign registered limited-liability partnership a certificate of
reinstatement if the foreign registered limited-liability
partnership:
(a) Requests a certificate of reinstatement; and
(b) Pays the required fees pursuant to NRS 87.550.
3. The Secretary of State shall not order a reinstatement
unless all delinquent fees and penalties have been paid and the
revocation of the right to transact business occurred only by
reason of failure to pay the fees and penalties.
4. If the right of a foreign registered limited-liability
partnership to transact business in this state has been forfeited
pursuant to the provisions of this chapter and has remained
forfeited for a period of 5 consecutive years, the right to transact
business must not be reinstated.
Sec. 109. 1. Except as otherwise provided in subsection 2, if
a foreign registered limited-liability partnership applies to
reinstate its certificate of registration and its name has been
legally reserved or acquired by another artificial person formed,
organized, registered or qualified pursuant to the provisions of
this title whose name is on file with the Office of the Secretary of
State or reserved in the Office of the Secretary of State pursuant
to the provisions of this title, the foreign registered limited
-liability partnership must submit in writing in its application for
reinstatement to the Secretary of State some other name under
which it desires its existence to be reinstated. If that name is
distinguishable from all other names reserved or otherwise on
file, the Secretary of State shall reinstate the foreign registered
limited-liability partnership under that new name.
2. If the applying foreign registered limited-liability
partnership submits the written, acknowledged consent of the
artificial person having a name, or the person who has reserved a
name, which is not distinguishable from the old name of the
applying foreign registered limited-liability partnership or a new
name it has submitted, it may be reinstated under that name.
3. For the purposes of this section, a proposed name is not
distinguishable from a name on file or reserved solely because
one or the other contains distinctive lettering, a distinctive mark,
a trademark or a trade name, or any combination thereof.
4. The Secretary of State may adopt regulations that interpret
the requirements of this section.
Sec. 110. NRS 87.450 is hereby amended to read as follows:
87.450 1. The name proposed for a registered limited
-liability partnership must contain the words “Limited-Liability
Partnership” or “Registered Limited-Liability Partnership” or the
abbreviation “L.L.P.” or “LLP” as the last words or letters of the
name and must be distinguishable on the records of the Secretary of
State from the names of all other artificial persons formed,
organized, registered or qualified pursuant to the provisions of this
title that are on file in the Office of the Secretary of State and all
names that are reserved in the Office of the Secretary of State
pursuant to the provisions of this title. If the name of the registered
limited-liability partnership on a certificate of registration of
limited-liability partnership submitted to the Secretary of State is
not distinguishable from a name on file or reserved name, the
Secretary of State shall return the certificate to the person who
signed it unless the written, acknowledged consent of the holder of
the name on file or reserved name to use the name accompanies the
certificate.
2. For the purposes of this section, a proposed name is not
distinguishable from a name on file or reserved name solely
because one or the other contains distinctive lettering, a distinctive
mark, a trademark or a trade name, or any combination of [these.]
thereof.
3. The Secretary of State shall not accept for filing any
certificate of registration or certificate of amendment of a
certificate of registration of any registered limited-liability
partnership formed or existing pursuant to the laws of this state
which provides that the name of the registered limited-liability
partnership contains the word “accountant,” “accounting,”
“accountancy,” “auditor” or “auditing” unless the Nevada State
Board of Accountancy certifies that the registered limited-liability
partnership:
(a) Is registered pursuant to the provisions of chapter 628 of
NRS; or
(b) Has filed with the Nevada State Board of Accountancy
under penalty of perjury a written statement that the registered
limited-liability partnership is not engaged in the practice of
accounting and is not offering to practice accounting in this state.
4. The Secretary of State shall not accept for filing any
certificate of registration or certificate of amendment of a
certificate of registration of any registered limited-liability
partnership formed or existing pursuant to the laws of this state
which provides that the name of the registered limited-liability
partnership contains the word “bank” or “trust” unless:
(a) It appears from the certificate of registration or the
certificate of amendment that the registered limited-liability
partnership proposes to carry on business as a banking or trust
company, exclusively or in connection with its business as a bank,
savings and loan association or thrift company; and
(b) The certificate of registration or certificate of amendment
is first approved by the Commissioner of Financial Institutions.
5. The Secretary of State shall not accept for filing any
certificate of registration or certificate of amendment of a
certificate of registration of any registered limited-liability
partnership formed or existing pursuant to the provisions of this
chapter if it appears from the certificate of registration or the
certificate of amendment that the business to be carried on by the
registered limited-liability partnership is subject to supervision by
the Commissioner of Insurance or by the Commissioner of
Financial Institutions, unless the certificate of registration or
certificate of amendment is approved by the Commissioner who
will supervise the business of the registered limited-liability
partnership.
6. Except as otherwise provided in subsection 5, the Secretary
of State shall not accept for filing any certificate of registration or
certificate of amendment of a certificate of registration of any
registered limited-liability partnership formed or existing
pursuant to the laws of this state which provides that the name of
the registered limited-liability partnership contains the words
“engineer,” “engineered,” “engineering,” “professional
engineer,” “registered engineer” or “licensed engineer” unless:
(a) The State Board of Professional Engineers and Land
Surveyors certifies that the principals of the registered limited
-liability partnership are licensed to practice engineering pursuant
to the laws of this state; or
(b) The State Board of Professional Engineers and Land
Surveyors certifies that the registered limited-liability partnership
is exempt from the prohibitions of NRS 625.520.
7. The Secretary of State shall not accept for filing any
certificate of registration or certificate of amendment of a
certificate of registration of any registered limited-liability
partnership formed or existing pursuant to the laws of this state
which provides that the name of the registered limited-liability
partnership contains the words “unit-owners’ association” or
“homeowners’ association” or if it appears in the certificate of
registration or certificate of amendment that the purpose of the
registered limited-liability partnership is to operate as a unit
-owners’ association pursuant to chapter 116 of NRS unless the
Administrator of the Real Estate Division of the Department of
Business and Industry certifies that the registered limited-liability
partnership has:
(a) Registered with the Ombudsman for Owners in Common
-Interest Communities pursuant to NRS 116.31158; and
(b) Paid to the Administrator of the Real Estate Division the
fees required pursuant to NRS 116.31155.
8. The name of a registered limited-liability partnership whose
right to transact business has been forfeited, which has merged and
is not the surviving entity or whose existence has otherwise
terminated is available for use by any other artificial person.
[4.] 9. The Secretary of State may adopt regulations that
interpret the requirements of this section.
Sec. 111. NRS 87.455 is hereby amended to read as follows:
87.455 1. Except as otherwise provided in subsection 2, if a
registered limited-liability partnership applies to reinstate its right
to transact business but its name has been legally acquired by any
other artificial person formed, organized, registered or qualified
pursuant to the provisions of this title whose name is on file with
the Office of the Secretary of State or reserved in the Office of the
Secretary of State pursuant to the provisions of this title, the
applying registered limited-liability partnership shall submit in
writing to the Secretary of State some other name under which it
desires its right to transact business to be reinstated. If that name is
distinguishable from all other names reserved or otherwise on file,
the Secretary of State shall [issue to the applying] reinstate the
registered limited-liability partnership [a certificate of
reinstatement] under that new name.
2. If the applying registered limited-liability partnership
submits the written, acknowledged consent of the artificial person
having the name, or the person who has reserved the name, that is
not distinguishable from the old name of the applying registered
limited-liability partnership or a new name it has submitted, it may
be reinstated under that name.
3. For the purposes of this section, a proposed name is not
distinguishable from a name on file or reserved name solely
because one or the other contains distinctive lettering, a distinctive
mark, a trademark or a trade name, or any combination of these.
4. The Secretary of State may adopt regulations that interpret
the requirements of this section.
Sec. 112. NRS 87.460 is hereby amended to read as follows:
87.460 1. A certificate of registration of a registered limited
-liability partnership may be amended by filing with the Secretary of
State a certificate of amendment. The certificate of amendment
must set forth:
(a) The name of the registered limited-liability partnership; and
(b) [The dates on which the registered limited-liability
partnership filed its original certificate of registration and any other
certificates of amendment; and
(c)] The change to the information contained in the original
certificate of registration or any other certificates of amendment.
2. The certificate of amendment must be:
(a) Signed by a managing partner of the registered limited
-liability partnership; and
(b) Accompanied by a fee of [$150.] $175.
Sec. 113. NRS 87.470 is hereby amended to read as follows:
87.470 The registration of a registered limited-liability
partnership is effective until:
1. Its certificate of registration is revoked pursuant to NRS
87.520; or
2. The registered limited-liability partnership files with the
Secretary of State a written notice of withdrawal executed by a
managing partner. The notice must be accompanied by a fee of
[$60.] $75.
Sec. 114. NRS 87.490 is hereby amended to read as follows:
87.490 1. If a registered limited-liability partnership wishes
to change the location of its principal office in this state or its
resident agent, it shall first file with the Secretary of State a
certificate of change of principal office or resident agent that sets
forth:
(a) The name of the registered limited-liability partnership;
(b) The street address of its principal office;
(c) If the location of its principal office will be changed, the
street address of its new principal office;
(d) The name of its resident agent; and
(e) If its resident agent will be changed, the name of its new
resident agent.
[The]
2. A certificate of acceptance [of its] signed by the new
resident agent must accompany the certificate of change [.
2.] of resident agent.
3. A certificate of change of principal office or resident agent
filed pursuant to this section must be:
(a) Signed by a managing partner of the registered limited
-liability partnership; and
(b) Accompanied by a fee of [$30.] $60.
4. If the name of a resident agent is changed as a result of a
merger, conversion, exchange, sale, reorganization or
amendment, the resident agent shall:
(a) File with the Secretary of State a certificate of name
change of resident agent that includes:
(1) The current name of the resident agent as filed with the
Secretary of State;
(2) The new name of the resident agent; and
(3) The name and file number of each artificial person
formed, organized, registered or qualified pursuant to the
provisions of this title that the resident agent represents; and
(b) Pay to the Secretary of State a filing fee of $100.
5. A change authorized by this section becomes effective upon
the filing of the proper certificate of change.
Sec. 115. NRS 87.500 is hereby amended to read as follows:
87.500 1. A resident agent [of a registered limited-liability
partnership] who wishes to resign shall [file] :
(a) File with the Secretary of State a signed statement in the
manner provided pursuant to subsection 1 of NRS 78.097 that he
is unwilling to continue to act as the resident agent of the registered
limited-liability partnership for the service of process [.] ; and
(b) Pay to the Secretary of State the filing fee set forth in
subsection 1 of NRS 78.097.
A resignation is not effective until the signed statement is filed with
the Secretary of State.
2. The statement of resignation may contain a statement by the
affected registered limited-liability partnership appointing a
successor resident agent. A certificate of acceptance signed by the
new agent, stating the full name, complete street address and, if
different from the street address, the mailing address of the new
agent, must accompany the statement appointing the new resident
agent.
3. Upon the filing of the statement with the Secretary of State,
the capacity of the person as resident agent terminates. If the
statement of resignation contains no statement by the registered
limited-liability partnership appointing a successor resident agent,
the resigning agent shall immediately give written notice, by
certified mail, to the registered limited-liability partnership of the
filing of the statement and its effect. The notice must be addressed
to a managing partner in this state.
4. If a resident agent dies, resigns or removes himself from the
State, the registered limited-liability partnership shall, within 30
days thereafter, file with the Secretary of State a certificate of
acceptance, executed by the new resident agent. The certificate
must set forth the full name, complete street address and, if
different from
the street address, the mailing address of the newly designated
resident agent.
5. If a registered limited-liability partnership fails to file a
certificate of acceptance within the period required by [this
subsection,] subsection 4, it is in default and is subject to the
provisions of NRS 87.520.
Sec. 116. NRS 87.510 is hereby amended to read as follows:
87.510 1. A registered limited-liability partnership shall, on
or before the [first] last day of the [second] first month after the
filing of its certificate of registration with the Secretary of State,
and annually thereafter on or before the last day of the month in
which the anniversary date of the filing of its certificate of
registration with the Secretary of State occurs, file with the
Secretary of State, on a form furnished by him, a list that contains:
(a) The name of the registered limited-liability partnership;
(b) The file number of the registered limited-liability
partnership, if known;
(c) The names of all of its managing partners;
(d) The [mailing or street] address, either residence or business,
of each managing partner;
(e) The name and [street] address of the lawfully designated
resident agent of the registered limited-liability partnership; and
(f) The signature of a managing partner of the registered limited
-liability partnership certifying that the list is true, complete and
accurate.
Each list filed pursuant to this subsection must be accompanied by a
declaration under penalty of perjury that the registered limited
-liability partnership has complied with the provisions of chapter
364A of NRS[.] and which acknowledges that pursuant to NRS
239.330 it is a category C felony to knowingly offer any false or
forged instrument for filing in the Office of the Secretary of State.
2. Upon filing:
(a) The initial list required by subsection 1, the registered
limited-liability partnership shall pay to the Secretary of State a fee
of [$165.] $125.
(b) Each annual list required by subsection 1, the registered
limited-liability partnership shall pay to the Secretary of State a fee
of [$85.] $125.
3. If a managing partner of a registered limited-liability
partnership resigns and the resignation is not made in
conjunction with the filing of an annual or amended list of
managing partners, the registered limited-liability partnership
shall pay to the Secretary of State a fee of $75 to file the
resignation of the managing partner.
4. The Secretary of State shall, at least 60 days before the last
day for filing each annual list required by subsection 1, cause to be
mailed to the registered limited-liability partnership a notice of the
fee due pursuant to subsection 2 and a reminder to file the annual
list required by subsection 1. The failure of any registered limited
-liability partnership to receive a notice or form does not excuse it
from complying with the provisions of this section.
[4.] 5. If the list to be filed pursuant to the provisions of
subsection 1 is defective, or the fee required by subsection 2 is not
paid, the Secretary of State may return the list for correction or
payment.
[5.] 6. An annual list that is filed by a registered limited
-liability partnership which is not in default more than [60] 90 days
before it is due shall be deemed an amended list for the previous
year and does not satisfy the requirements of subsection 1 for the
year to which the due date is applicable.
Sec. 117. NRS 87.520 is hereby amended to read as follows:
87.520 1. A registered limited-liability partnership that fails
to comply with the provisions of NRS 87.510 is in default.
2. Upon notification from the Administrator of the Real
Estate Division of the Department of Business and Industry that a
registered limited-liability partnership which is a unit-owners’
association as defined in NRS 116.110315 has failed to register
pursuant to NRS 116.31158 or failed to pay the fees pursuant to
NRS 116.31155, the Secretary of State shall deem the registered
limited-liability partnership to be in default. If, after the registered
limited-liability partnership is deemed to be in default, the
Administrator notifies the Secretary of State that the registered
limited-liability partnership has registered pursuant to NRS
116.31158 and paid the fees pursuant to NRS 116.31155, the
Secretary of State shall reinstate the registered limited-liability
partnership if the registered limited-liability partnership complies
with the requirements for reinstatement as provided in this section
and NRS 87.530.
3. Any registered limited-liability partnership that is in default
pursuant to [subsection 1] this section must, in addition to the fee
required to be paid pursuant to NRS 87.510, pay a penalty of [$50.
3. On or before the 15th day of the third month after the month
in which the fee required to be paid pursuant to NRS 87.510 is due,
the] $75.
4. The Secretary of State shall [notify, by certified mail,]
provide written notice to the resident agent of any registered
limited-liability partnership that is in default. The written notice
[must] :
(a) Must include the amount of any payment that is due from the
registered limited-liability partnership.
[4.] (b) At the request of the resident agent, may be provided
electronically.
5. If a registered limited-liability partnership fails to pay the
amount that is due, the certificate of registration of the registered
limited-liability partnership shall be deemed revoked [on the first
day of the ninth month after the month in which the fee required to
be paid pursuant to NRS 87.510 was due. The] immediately after
the last day of the month in which the anniversary date of the
filing of the certificate of registration occurs, and the Secretary of
State shall notify [a] the registered limited-liability partnership, by
[certified mail, addressed] providing written notice to its resident
agent or, if the registered limited-liability partnership does not have
a resident agent, to a managing partner, that its certificate of
registration is revoked . [and] The written notice:
(a) Must include the amount of any fees and penalties incurred
that are due.
(b) At the request of the resident agent or managing partner,
may be provided electronically.
Sec. 118. NRS 87.530 is hereby amended to read as follows:
87.530 1. Except as otherwise provided in subsection 3, the
Secretary of State shall reinstate the certificate of registration of a
registered limited-liability partnership that is revoked pursuant to
NRS 87.520 if the registered limited-liability partnership:
(a) Files with the Secretary of State [the] :
(1) The information required by NRS 87.510; and
(2) A certificate of acceptance of appointment signed by its
resident agent; and
(b) Pays to the Secretary of State:
(1) The fee required to be paid [by that section;] pursuant to
NRS 87.510;
(2) Any penalty required to be paid pursuant to NRS 87.520;
and
(3) A reinstatement fee of [$200.
2. Upon reinstatement of a certificate of registration pursuant
to this section,] $300.
2. When the Secretary of State reinstates the registered
limited-liability partnership, he shall[:
(a) Deliver to the registered limited-liability partnership a
certificate of reinstatement authorizing it to transact business
retroactively from the date the fee required by NRS 87.510 was
due; and
(b) Upon request,]issue to the registered limited-liability
partnership [one or more certified copies of the] a certificate of
reinstatement [.] if the registered limited-liability partnership:
(a) Requests a certificate of reinstatement; and
(b) Pays the required fees pursuant to NRS 87.550.
3. The Secretary of State shall not reinstate the certificate of
registration of a registered limited-liability partnership if the
certificate was revoked pursuant to [NRS 87.520] the provisions of
this chapter at least 5 years before the date of the proposed
reinstatement.
Sec. 119. NRS 87.547 is hereby amended to read as follows:
87.547 1. A registered limited-liability partnership may
correct a document filed by the Secretary of State with respect to
the registered limited-liability partnership if the document contains
an inaccurate record of a partnership action described in the
document or was defectively executed, attested, sealed, verified or
acknowledged.
2. To correct a document, the registered limited-liability
partnership must:
(a) Prepare a certificate of correction that:
(1) States the name of the registered limited-liability
partnership;
(2) Describes the document, including, without limitation, its
filing date;
(3) Specifies the inaccuracy or defect;
(4) Sets forth the inaccurate or defective portion of the
document in an accurate or corrected form; and
(5) Is signed by a managing partner of the registered limited
-liability partnership.
(b) Deliver the certificate to the Secretary of State for filing.
(c) Pay a filing fee of [$150] $175 to the Secretary of State.
3. A certificate of correction is effective on the effective date
of the document it corrects except as to persons relying on the
uncorrected document and adversely affected by the correction. As
to those persons, the certificate is effective when filed.
Sec. 120. NRS 87.550 is hereby amended to read as follows:
87.550 In addition to any other fees required by NRS 87.440 to
87.540, inclusive, and 87.560, the Secretary of State shall charge
and collect the following fees for services rendered pursuant to
those sections:
1. For certifying documents required by NRS 87.440 to 87.540,
inclusive, and 87.560, [$20] $30 per certification.
2. For executing a certificate verifying the existence of a
registered limited-liability partnership, if the registered limited
-liability partnership has not filed a certificate of amendment, [$40.]
$50.
3. For executing a certificate verifying the existence of a
registered limited-liability partnership, if the registered limited
-liability partnership has filed a certificate of amendment, [$40.]
$50.
4. For executing, certifying or filing any certificate or
document not required by NRS 87.440 to 87.540, inclusive, and
87.560, [$40.] $50.
5. For any copies made by the Office of the Secretary of State,
[$1] $2 per page.
6. For examining and provisionally approving any document
before the document is presented for filing, [$100.] $125.
Sec. 121. Chapter 88 of NRS is hereby amended by adding
thereto the provisions set forth as sections 122 to 139, inclusive, of
this act.
Sec. 122. 1. At the time of submitting any list required
pursuant to NRS 88.395, a limited partnership that meets the
criteria set forth in subsection 2 must submit:
(a) The statement required pursuant to subsection 3,
accompanied by a declaration under penalty of perjury attesting
that the statement does not contain any material
misrepresentation of fact; and
(b) A fee of $100,000, to be distributed in the manner provided
pursuant to subsection 4.
2. A limited partnership must submit a statement pursuant to
this section if the limited partnership, including its parent and all
subsidiaries:
(a) Holds 25 percent or more of the share of the market within
this state for any product sold or distributed by the limited
partnership within this state; and
(b) Has had, during the previous 5-year period, a total of five
or more investigations commenced against the limited
partnership, its parent or its subsidiaries in any jurisdiction
within the United States, including all state and federal
investigations:
(1) Which concern any alleged contract, combination or
conspiracy in restraint of trade, as described in subsection 1 of
NRS 598A.060, or which concern similar activities prohibited by a
substantially similar law of another jurisdiction; and
(2) Which resulted in the limited partnership being fined or
otherwise penalized or which resulted in the limited partnership
being required to divest any holdings or being unable to acquire
any holdings as a condition for the settlement, dismissal or
resolution of those investigations.
3. A limited partnership that meets the criteria set forth in
subsection 2 shall submit a statement which includes the
following information with respect to each investigation:
(a) The jurisdiction in which the investigation was commenced.
(b) A summary of the nature of the investigation and the facts
and circumstances surrounding the investigation.
(c) If the investigation resulted in criminal or civil litigation, a
copy of all pleadings filed in the investigation by any party to the
litigation.
(d) A summary of the outcome of the investigation, including
specific information concerning whether any fine or penalty was
imposed against the limited partnership and whether the limited
partnership was required to divest any holdings or was unable to
acquire any holdings as a condition for the settlement, dismissal
or resolution of the investigation.
4. The fee collected pursuant to subsection 1 must be
deposited in the Attorney General’s Administration Budget
Account and used solely for the purpose of investigating any
alleged contract, combination or conspiracy in restraint of trade,
as described in subsection 1 of NRS 598A.060.
Sec. 123. 1. To become a registered limited-liability limited
partnership, a limited partnership shall file with the Secretary of
State a certificate of registration stating each of the following:
(a) The name of the limited partnership.
(b) The street address of its principal office.
(c) The name of the person designated as the resident agent of
the limited partnership, the street address of the resident agent
where process may be served upon the partnership and the
mailing address of the resident agent if it is different from his
street address.
(d) The name and business address of each organizer
executing the certificate.
(e) The name and business address of each initial general
partner.
(f) That the limited partnership thereafter will be a registered
limited-liability limited partnership.
(g) Any other information that the limited partnership wishes
to include.
2. The certificate of registration must be executed by the vote
necessary to amend the partnership agreement or, in the case of a
partnership agreement that expressly considers contribution
obligations, the vote necessary to amend those provisions.
3. The Secretary of State shall register as a registered limited
-liability limited partnership any limited partnership that submits a
completed certificate of registration with the required fee.
4. The registration of a registered limited-liability limited
partnership is effective at the time of the filing of the certificate of
registration.
Sec. 124. 1. The name proposed for a registered limited
-liability limited partnership must contain the words “Limited
-Liability Limited Partnership” or “Registered Limited-Liability
Limited Partnership” or the abbreviation “L.L.L.P.” or “LLLP”
as the last words or letters of the name and must be
distinguishable on the records of the Secretary of State from the
names of all other artificial persons formed, organized, registered
or qualified pursuant to the provisions of this title that are on file
in the Office of the Secretary of State and all names that are
reserved in the Office of the Secretary of State pursuant to the
provisions of this title. If the name of the registered limited
-liability limited partnership on a certificate of registration of
limited-liability limited partnership submitted to the Secretary of
State is not distinguishable from any name on file or reserved
name, the Secretary of State shall return the certificate to the
person who signed it, unless the written, acknowledged consent to
the same name of the holder of the name on file or reserved name
to use the name accompanies the certificate.
2. The Secretary of State shall not accept for filing any
certificate of registration or any certificate of amendment of a
certificate of registration of any registered limited-liability limited
partnership formed or existing pursuant to the laws of this state
which provides that the name of the registered limited-liability
limited partnership contains the words “unit-owners’ association”
or “homeowners’ association” or if it appears in the certificate of
registration or certificate of amendment that the purpose of the
registered limited-liability limited partnership is to operate as a
unit-owners’ association pursuant to chapter 116 of NRS unless
the Administrator of the Real Estate Division of the Department
of Business and Industry certifies that the registered limited
-liability limited partnership has:
(a) Registered with the Ombudsman for Owners in Common
-Interest Communities pursuant to NRS 116.31158; and
(b) Paid to the Administrator of the Real Estate Division the
fees required pursuant to NRS 116.31155.
3. For the purposes of this section, a proposed name is not
distinguishable from a name on file or reserved name solely
because one or the other contains distinctive lettering, a
distinctive mark, a trademark or a trade name, or any
combination thereof.
4. The name of a registered limited-liability limited
partnership whose right to transact business has been forfeited,
which has merged and is not the surviving entity or whose
existence has otherwise terminated is available for use by any
other artificial person.
5. The Secretary of State may adopt regulations that interpret
the requirements of this section.
Sec. 125. The registration of a registered limited-liability
limited partnership is effective until:
1. Its certificate of registration is revoked pursuant to
NRS 88.405; or
2. The registered limited-liability limited partnership files
with the Secretary of State a written notice of withdrawal
executed by a general partner. The notice must be accompanied
by a fee of $60.
Sec. 126. The status of a limited partnership as a registered
limited-liability limited partnership, and the liability of its
partners, are not affected by errors in the information contained
in a certificate of registration or an annual list required to be filed
with the Secretary of State, or by changes after the filing of such
a certificate or list in the information contained in the certificate
or list.
Sec. 127. 1. Unless otherwise provided by the articles of
organization or partnership agreement, a partner of a registered
limited-liability limited partnership is not personally liable for a
debt or liability of the registered limited-liability limited
partnership unless the trier of fact determines that adherence to
the fiction of a separate entity would sanction fraud or promote a
manifest injustice.
2. For purposes of this section, the failure of a registered
limited-liability limited partnership to observe the formalities or
requirements relating to the management of the registered
limited-liability limited partnership, in and of itself, is not
sufficient to establish grounds for imposing personal liability on a
partner for a debt or liability of the registered limited-liability
limited partnership.
Sec. 128. All persons who assume to act on behalf of a
registered limited-liability limited partnership without the
authority to act on behalf of the registered limited-liability limited
partnership are jointly and severally liable for all debts and
liabilities of the registered limited-liability limited partnership.
Sec. 129. To the extent permitted by the law of that
jurisdiction:
1. A limited partnership, including a registered limited
-liability limited partnership, formed and existing under this
chapter, may conduct its business, carry on its operations, and
exercise the powers granted by this chapter in any state, territory,
district or possession of the United States or in any foreign
country.
2. The internal affairs of a limited partnership, including a
registered limited-liability limited partnership, formed and
existing under this chapter, including the liability of partners for
debts, obligations and liabilities of or chargeable to the
partnership, are governed by the laws of this state.
Sec. 130. The name of a foreign registered limited-liability
limited partnership that is doing business in this state must
contain the words “Limited-Liability Limited Partnership” or
“Registered Limited-Liability Limited Partnership” or the
abbreviations “L.L.L.P.” or “LLLP,” or such other words or
abbreviations as may be required or authorized by the laws of the
other jurisdiction, as the last words or letters of the name.
Sec. 131. 1. Each document filed with the Secretary of
State pursuant to this chapter must be on or accompanied by a
form prescribed by the Secretary of State.
2. The Secretary of State may refuse to file a document which
does not comply with subsection 1 or which does not contain all
of the information required by statute for filing the document.
3. If the provisions of the form prescribed by the Secretary of
State conflict with the provisions of any document that is
submitted for filing with the form:
(a) The provisions of the form control for all purposes with
respect to the information that is required by statute to appear in
the document in order for the document to be filed; and
(b) Unless otherwise provided in the document, the provisions
of the document control in every other situation.
4. The Secretary of State may by regulation provide for the
electronic filing of documents with the Office of the Secretary of
State.
Sec. 132. 1. Each foreign limited partnership doing
business in this state shall, on or before the last day of the first
month after the filing of its application for registration as a
foreign limited partnership with the Secretary of State, and
annually thereafter on or before the last day of the month in
which the anniversary date of its qualification to do business in
this state occurs in each year, file with the Secretary of State a
list, on a form furnished by him, that contains:
(a) The name of the foreign limited partnership;
(b) The file number of the foreign limited partnership, if
known;
(c) The names of all its general partners;
(d) The address, either residence or business, of each general
partner;
(e) The name and address of its lawfully designated resident
agent in this state; and
(f) The signature of a general partner of the foreign limited
partnership certifying that the list is true, complete and accurate.
2. Each list filed pursuant to this section must be
accompanied by a declaration under penalty of perjury that the
foreign limited partnership:
(a) Has complied with the provisions of chapter 364A of NRS;
and
(b) Acknowledges that pursuant to NRS 239.330 it is a
category C felony to knowingly offer any false or forged
instrument for filing in the Office of the Secretary of State.
3. Upon filing:
(a) The initial list required by this section, the foreign limited
partnership shall pay to the Secretary of State a fee of $125.
(b) Each annual list required by this section, the foreign
limited partnership shall pay to the Secretary of State a fee of
$125.
4. If a general partner of a foreign limited partnership
resigns and the resignation is not made in conjunction with the
filing of an annual or amended list of general partners, the
foreign limited partnership shall pay to the Secretary of State a
fee of $75 to file the resignation of the general partner.
5. The Secretary of State shall, 60 days before the last day for
filing each annual list required by subsection 1, cause to be
mailed to each foreign limited partnership, which is required to
comply with the provisions of sections 132 to 139, inclusive, of
this act, and which has not become delinquent, the blank forms to
be completed and filed with him. Failure of any foreign limited
partnership to receive the forms does not excuse it from the
penalty imposed by the provisions of sections 132 to 139,
inclusive, of this act.
6. If the list to be filed pursuant to the provisions of
subsection 1 is defective or the fee required by subsection 3 is not
paid, the Secretary of State may return the list for correction or
payment.
7. An annual list for a foreign limited partnership not in
default which is received by the Secretary of State more than 90
days before its due date must be deemed an amended list for the
previous year and does not satisfy the requirements of subsection
1 for the year to which the due date is applicable.
Sec. 133. 1. At the time of submitting any list required
pursuant to section 132 of this act, a foreign limited partnership
that meets the criteria set forth in subsection 2 must submit:
(a) The statement required pursuant to subsection 3,
accompanied by a declaration under penalty of perjury attesting
that the statement does not contain any material
misrepresentation of fact; and
(b) A fee of $100,000, to be distributed in the manner provided
pursuant to subsection 4.
2. A foreign limited partnership must submit a statement
pursuant to this section if the foreign limited partnership,
including its parent and all subsidiaries:
(a) Holds 25 percent or more of the share of the market within
this state for any product sold or distributed by the foreign limited
partnership within this state; and
(b) Has had, during the previous 5-year period, a total of five
or more investigations commenced against the foreign limited
partnership, its parent or its subsidiaries in any jurisdiction
within the United States, including all state and federal
investigations:
(1) Which concern any alleged contract, combination or
conspiracy in restraint of trade, as described in subsection 1 of
NRS 598A.060, or which concern similar activities prohibited by a
substantially similar law of another jurisdiction; and
(2) Which resulted in the foreign limited partnership being
fined or otherwise penalized or which resulted in the foreign
limited partnership being required to divest any holdings or being
unable to acquire any holdings as a condition for the settlement,
dismissal or resolution of those investigations.
3. A foreign limited partnership that meets the criteria set
forth in subsection 2 shall submit a statement which includes the
following information with respect to each investigation:
(a) The jurisdiction in which the investigation was commenced.
(b) A summary of the nature of the investigation and the facts
and circumstances surrounding the investigation.
(c) If the investigation resulted in criminal or civil litigation, a
copy of all pleadings filed in the investigation by any party to the
litigation.
(d) A summary of the outcome of the investigation, including
specific information concerning whether any fine or penalty was
imposed against the foreign limited partnership and whether the
foreign limited partnership was required to divest any holdings or
was unable to acquire any holdings as a condition for the
settlement, dismissal or resolution of the investigation.
4. The fee collected pursuant to subsection 1 must be
deposited in the Attorney General’s Administration Budget
Account and used solely for the purpose of investigating any
alleged contract, combination or conspiracy in restraint of trade,
as described in subsection 1 of NRS 598A.060.
Sec. 134. If a foreign limited partnership has filed the initial
or annual list in compliance with section 132 of this act and has
paid the appropriate fee for the filing, the cancelled check or
other proof of payment received by the foreign limited partnership
constitutes a certificate authorizing it to transact its business
within this state until the last day of the month in which the
anniversary of its qualification to transact business occurs in the
next succeeding calendar year.
Sec. 135. 1. Each list required to be filed under the
provisions of sections 132 to 139, inclusive, of this act must, after
the name of each managing partner listed thereon, set forth the
address, either residence or business, of each managing partner.
2. If the addresses are not stated for each person on any list
offered for filing, the Secretary of State may refuse to file the list,
and the foreign limited partnership for which the list has been
offered for filing is subject to all the provisions of sections 132 to
139, inclusive, of this act relating to failure to file the list within
or
at the times therein specified, unless a list is subsequently
submitted for filing which conforms to the provisions of this
section.
Sec. 136. 1. Each foreign limited partnership which is
required to make a filing and pay the fee prescribed in sections
132 to 139, inclusive, of this act and which refuses or neglects to
do so within the time provided is in default.
2. For default there must be added to the amount of the fee a
penalty of $75, and unless the filing is made and the fee and
penalty are paid on or before the last day of the month in which
the anniversary date of the foreign limited partnership occurs, the
defaulting foreign limited partnership by reason of its default
forfeits its right to transact any business within this state. The fee
and penalty must be collected as provided in this chapter.
Sec. 137. 1. The Secretary of State shall notify, by
providing written notice to its resident agent, each foreign limited
partnership deemed in default pursuant to section 136 of this act.
The written notice:
(a) Must include a statement indicating the amount of the
filing fee, penalties incurred and costs remaining unpaid.
(b) At the request of the resident agent, may be provided
electronically.
2. Immediately after the last day of the month in which the
anniversary date of the filing of the certificate of limited
partnership occurs, the Secretary of State shall compile a
complete list containing the names of all foreign limited
partnerships whose right to transact business has been forfeited.
3. The Secretary of State shall notify, by providing written
notice to its resident agent, each foreign limited partnership
specified in subsection 2 of the forfeiture of its right to transact
business. The written notice:
(a) Must include a statement indicating the amount of the
filing fee, penalties incurred and costs remaining unpaid.
(b) At the request of the resident agent, may be provided
electronically.
Sec. 138. 1. Except as otherwise provided in subsections 3
and 4, the Secretary of State shall reinstate a foreign limited
partnership which has forfeited or which forfeits its right to
transact business under the provisions of this chapter and shall
restore to the foreign limited partnership its right to transact
business in this state, and to exercise its privileges and
immunities, if it:
(a) Files with the Secretary of State:
(1) The list required by section 132 of this act;
(2) The statement required by section 133 of this act, if
applicable; and
(3) A certificate of acceptance of appointment signed by its
resident agent; and
(b) Pays to the Secretary of State:
(1) The filing fee and penalty set forth in sections 132 and
136 of this act for each year or portion thereof that its right to
transact business was forfeited;
(2) The fee set forth in section 133 of this act, if applicable;
and
(3) A fee of $300 for reinstatement.
2. When the Secretary of State reinstates the foreign limited
partnership, he shall issue to the foreign limited partnership a
certificate of reinstatement if the foreign limited partnership:
(a) Requests a certificate of reinstatement; and
(b) Pays the required fees pursuant to NRS 88.415.
3. The Secretary of State shall not order a reinstatement
unless all delinquent fees and penalties have been paid and the
revocation of the right to transact business occurred only by
reason of failure to pay the fees and penalties.
4. If the right of a foreign limited partnership to transact
business in this state has been forfeited pursuant to the provisions
of this chapter and has remained forfeited for a period of 5
consecutive years, the right is not subject to reinstatement.
Sec. 139. 1. Except as otherwise provided in subsection 2, if
a foreign limited partnership applies to reinstate its certificate of
registration and its name has been legally reserved or acquired by
another artificial person formed, organized, registered or
qualified pursuant to the provisions of this title whose name is on
file with the Office of the Secretary of State or reserved in the
Office of the Secretary of State pursuant to the provisions of this
title, the foreign limited partnership must in its application for
reinstatement submit in writing to the Secretary of State some
other name under which it desires its existence to be reinstated. If
that name is distinguishable from all other names reserved or
otherwise on file, the Secretary of State shall reinstate the foreign
limited partnership under that new name.
2. If the applying foreign limited partnership submits the
written, acknowledged consent of the artificial person having a
name, or the person who has reserved a name, which is not
distinguishable from the old name of the applying foreign limited
partnership or a new name it has submitted, it may be reinstated
under that name.
3. For the purposes of this section, a proposed name is not
distinguishable from a name on file or reserved solely because
one or the other contains distinctive lettering, a distinctive mark,
a trademark or a trade name, or any combination thereof.
4. The Secretary of State may adopt regulations that interpret
the requirements of this section.
Sec. 140. NRS 88.315 is hereby amended to read as follows:
88.315 As used in this chapter, unless the context otherwise
requires:
1. “Certificate of limited partnership” means the certificate
referred to in NRS 88.350, and the certificate as amended or
restated.
2. “Contribution” means any cash, property, services rendered,
or a promissory note or other binding obligation to contribute cash
or property or to perform services, which a partner contributes to a
limited partnership in his capacity as a partner.
3. “Event of withdrawal of a general partner” means an event
that causes a person to cease to be a general partner as provided in
NRS 88.450.
4. “Foreign limited partnership” means a partnership formed
under the laws of any state other than this state and having as
partners one or more general partners and one or more limited
partners.
5. “Foreign registered limited-liability limited partnership”
means a foreign limited-liability limited partnership:
(a) Formed pursuant to an agreement governed by the laws of
another state; and
(b) Registered pursuant to and complying with NRS 88.570 to
88.605, inclusive, and section 130 of this act.
6. “General partner” means a person who has been admitted to
a limited partnership as a general partner in accordance with the
partnership agreement and named in the certificate of limited
partnership as a general partner.
[6.] 7. “Limited partner” means a person who has been
admitted to a limited partnership as a limited partner in accordance
with the partnership agreement.
[7.] 8. “Limited partnership” and “domestic limited
partnership” mean a partnership formed by two or more persons
under the laws of this state and having one or more general partners
and one or more limited partners.
[8.] 9. “Partner” means a limited or general partner.
[9.] 10. “Partnership agreement” means any valid agreement,
written or oral, of the partners as to the affairs of a limited
partnership and the conduct of its business.
[10.] 11. “Partnership interest” means a partner’s share of the
profits and losses of a limited partnership and the right to receive
distributions of partnership assets.
[11.] 12. “Registered limited-liability limited partnership”
means a limited partnership:
(a) Formed pursuant to an agreement governed by this
chapter; and
(b) Registered pursuant to and complying with NRS 88.350 to
88.415, inclusive, and sections 122 to 125, inclusive, of this act.
13. “Registered office” means the office maintained at the
street address of the resident agent.
[12.] 14. “Resident agent” means the agent appointed by the
limited partnership upon whom process or a notice or demand
authorized by law to be served upon the limited partnership may be
served.
[13.] 15. “Sign” means to affix a signature to a document.
[14.] 16. “Signature” means a name, word or mark executed or
adopted by a person with the present intention to authenticate a
document. The term includes, without limitation, an electronic
signature as defined in NRS 719.100.
[15.] 17. “State” means a state, territory or possession of the
United States, the District of Columbia or the Commonwealth of
Puerto Rico.
[16.] 18. “Street address” of a resident agent means the actual
physical location in this state at which a resident is available for
service of process.
Sec. 141. NRS 88.320 is hereby amended to read as follows:
88.320 1. [The] Except as otherwise provided in section 124
of this act, the name proposed for a limited partnership as set forth
in its certificate of limited partnership:
(a) Must contain the words “Limited Partnership,” or the
abbreviation “LP” or “L.P.” ;
(b) May not contain the name of a limited partner unless:
(1) It is also the name of a general partner or the corporate
name of a corporate general partner; or
(2) The business of the limited partnership had been carried
on under that name before the admission of that limited partner; and
(c) Must be distinguishable on the records of the Secretary of
State from the names of all other artificial persons formed,
organized, registered or qualified pursuant to the provisions of this
title that are on file in the Office of the Secretary of State and all
names that are reserved in the Office of the Secretary of State
pursuant to the provisions of this title. If the name on the certificate
of limited partnership submitted to the Secretary of State is not
distinguishable from any name on file or reserved name, the
Secretary of State shall return the certificate to the filer, unless
the written, acknowledged consent to the use of the same or the
requested similar name of the holder of the name on file or reserved
name accompanies the certificate of limited partnership.
2. For the purposes of this section, a proposed name is not
distinguished from a name on file or reserved name solely because
one or the other contains distinctive lettering, a distinctive mark, a
trademark or a trade name, or any combination [of these.] thereof.
3. The Secretary of State shall not accept for filing any
certificate of limited partnership for any limited partnership
formed or existing pursuant to the laws of this state which
provides that the name of the limited partnership contains the
word “accountant,” “accounting,” “accountancy,” “auditor” or
“auditing” unless the Nevada State Board of Accountancy
certifies that the limited partnership:
(a) Is registered pursuant to the provisions of chapter 628 of
NRS; or
(b) Has filed with the Nevada State Board of Accountancy
under penalty of perjury a written statement that the limited
partnership is not engaged in the practice of accounting and is
not offering to practice accounting in this state.
4. The Secretary of State shall not accept for filing any
certificate of limited partnership for any limited partnership
formed or existing pursuant to the laws of this state which
provides that the name of the limited partnership contains the
word “bank” or “trust” unless:
(a) It appears from the certificate of limited partnership that
the limited partnership proposes to carry on business as a
banking or trust company, exclusively or in connection with its
business as a bank, savings and loan association or thrift
company; and
(b) The certificate of limited partnership is first approved by
the Commissioner of Financial Institutions.
5. The Secretary of State shall not accept for filing any
certificate of limited partnership for any limited partnership
formed or existing pursuant to the provisions of this chapter if it
appears from the certificate of limited partnership that the
business to be carried on by the limited partnership is subject to
supervision by the Commissioner of Insurance or by the
Commissioner of Financial Institutions, unless the certificate of
limited partnership is approved by the Commissioner who will
supervise the business of the limited partnership.
6. Except as otherwise provided in subsection 5, the Secretary
of State shall not accept for filing any certificate of limited
partnership for any limited partnership formed or existing
pursuant to the laws of this state which provides that the name of
the limited partnership contains the words “engineer,”
“engineered,” “engineering,” “professional engineer,”
“registered engineer” or “licensed engineer” unless:
(a) The State Board of Professional Engineers and Land
Surveyors certifies that the principals of the limited partnership
are licensed to practice engineering pursuant to the laws of this
state; or
(b) The State Board of Professional Engineers and Land
Surveyors certifies that the limited partnership is exempt from the
prohibitions of NRS 625.520.
7. The Secretary of State shall not accept for filing any
certificate of limited partnership for any limited partnership
formed or existing pursuant to the laws of this state which
provides that the name of the limited partnership contains the
words “unit-owners’ association” or “homeowners’ association”
or if it appears in the certificate of limited partnership that the
purpose of the limited partnership is to operate as a unit-owners’
association pursuant to chapter 116 of NRS unless the
Administrator of the Real Estate Division of the Department of
Business and Industry certifies that the limited partnership has:
(a) Registered with the Ombudsman for Owners in Common
-Interest Communities pursuant to NRS 116.31158; and
(b) Paid to the Administrator of the Real Estate Division the
fees required pursuant to NRS 116.31155.
8. The name of a limited partnership whose right to transact
business has been forfeited, which has merged and is not the
surviving entity or whose existence has otherwise terminated is
available for use by any other artificial person.
[4.] 9. The Secretary of State may adopt regulations that
interpret the requirements of this section.
Sec. 142. NRS 88.327 is hereby amended to read as follows:
88.327 1. Except as otherwise provided in subsection 2, if a
limited partnership applies to reinstate its right to transact business
but its name has been legally reserved or acquired by any other
artificial person formed, organized, registered or qualified pursuant
to the provisions of this title whose name is on file with the Office
of the Secretary of State or reserved in the Office of the Secretary
of State pursuant to the provisions of this title, the applying limited
partnership shall submit in writing to the Secretary of State some
other name under which it desires its right to be reinstated. If that
name is distinguishable from all other names reserved or otherwise
on file, the Secretary of State shall [issue to the applying] reinstate
the limited partnership [a certificate of reinstatement] under that
new name.
2. If the applying limited partnership submits the written,
acknowledged consent of the other artificial person having the
name, or the person who has reserved the name, that is not
distinguishable from the old name of the applying limited
partnership or a new name it has submitted, it may be reinstated
under that name.
3. For the purposes of this section, a proposed name is not
distinguishable from a name on file or reserved name solely
because
one or the other contains distinctive lettering, a distinctive mark, a
trademark or a trade name, or any combination [of these.] thereof.
4. The Secretary of State may adopt regulations that interpret
the requirements of this section.
Sec. 143. NRS 88.331 is hereby amended to read as follows:
88.331 1. If a limited partnership created pursuant to this
chapter desires to change its resident agent, the change may be
effected by filing with the Secretary of State a certificate of change
[,] of resident agent, signed by a general partner, which sets forth:
(a) The name of the limited partnership;
(b) The name and street address of its present resident agent; and
(c) The name and street address of the new resident agent.
2. The new resident agent’s certificate of acceptance must be a
part of or attached to the certificate of change [.
3. The] of resident agent.
3. If the name of a resident agent is changed as a result of a
merger, conversion, exchange, sale, reorganization or
amendment, the resident agent shall:
(a) File with the Secretary of State a certificate of name
change of resident agent that includes:
(1) The current name of the resident agent as filed with the
Secretary of State;
(2) The new name of the resident agent; and
(3) The name and file number of each artificial person
formed, organized, registered or qualified pursuant to the
provisions of this title that the resident agent represents; and
(b) Pay to the Secretary of State a filing fee of $100.
4. A change authorized by this section becomes effective upon
the filing of the proper certificate of change.
Sec. 144. NRS 88.332 is hereby amended to read as follows:
88.332 1. [Any person who has been designated by a limited
partnership as its] A resident agent [and who thereafter] who desires
to resign shall [file] :
(a) File with the Secretary of State a signed statement in the
manner provided pursuant to subsection 1 of NRS 78.097 that he
is unwilling to continue to act as the resident agent of the limited
partnership [.] for the service of process; and
(b) Pay to the Secretary of State the filing fee set forth in
subsection 1 of NRS 78.097.
A resignation is not effective until the signed statement is filed with
the Secretary of State.
2. The statement of resignation may contain a statement by the
affected limited partnership appointing a successor resident agent
for the limited partnership. A certificate of acceptance executed by
the new agent, stating the full name, complete street address and, if
different from the street address, mailing address of the new agent,
must accompany the statement appointing the new agent.
[2.] 3. Upon the filing of the statement with the Secretary of
State , the capacity of the person as resident agent terminates. If the
statement of resignation does not contain a statement by the limited
partnership appointing a successor resident agent, the resigning
agent shall immediately give written notice, by mail, to the limited
partnership of the filing of the statement and the effect thereof. The
notice must be addressed to a general partner of the partnership
other than the resident agent.
[3.] 4. If a designated resident agent dies, resigns or removes
from the State, the limited partnership, within 30 days thereafter,
shall file with the Secretary of State a certificate of acceptance,
executed by the new resident agent. The certificate must set forth
the full name, complete street address and, if different from the
street address, mailing address of the newly designated resident
agent.
[4.] 5. Each limited partnership which fails to file a certificate
of acceptance executed by the new resident agent within 30 days
after the death, resignation or removal of its resident agent as
provided in subsection [3] 4 shall be deemed in default and is
subject to the provisions of NRS 88.400 and 88.405.
Sec. 145. NRS 88.335 is hereby amended to read as follows:
88.335 1. A limited partnership shall keep at the office
referred to in paragraph (a) of subsection 1 of NRS 88.330 the
following:
(a) A current list of the full name and last known business
address of each partner , separately identifying the general partners
in alphabetical order and the limited partners in alphabetical order;
(b) A copy of the certificate of limited partnership and all
certificates of amendment thereto, together with executed copies of
any powers of attorney pursuant to which any certificate has been
executed;
(c) Copies of the limited partnership’s federal, state, and local
income tax returns and reports, if any, for the 3 most recent years;
(d) Copies of any then effective written partnership agreements
[and] ;
(e) Copies of any financial statements of the limited partnership
for the 3 most recent years; and
[(e)] (f) Unless contained in a written partnership agreement, a
writing setting out:
(1) The amount of cash and a description and statement of
the agreed value of the other property or services contributed by
each partner and which each partner has agreed to contribute;
(2) The times at which or events on the happening of which
any additional contributions agreed to be made by each partner are
to be made;
(3) Any right of a partner to receive, or of a general partner
to make, distributions to a partner which include a return of all or
any part of the partner’s contribution; and
(4) Any events upon the happening of which the limited
partnership is to be dissolved and its affairs wound up.
2. In lieu of keeping at an office in this state the information
required in paragraphs (a), (c), (e) and (f) of subsection 1, the
limited partnership may keep a statement with the resident agent
setting out the name of the custodian of the information required
in paragraphs (a), (c), (e) and (f) of subsection 1, and the present
and complete post office address, including street and number, if
any, where the information required in paragraphs (a), (c), (e)
and (f) of subsection 1 is kept.
3. Records kept pursuant to this section are subject to
inspection and copying at the reasonable request, and at the
expense, of any partner during ordinary business hours.
Sec. 146. NRS 88.339 is hereby amended to read as follows:
88.339 1. A limited partnership may correct a document filed
by the Secretary of State with respect to the limited partnership if
the document contains an inaccurate record of a partnership action
described in the document or was defectively executed, attested,
sealed, verified or acknowledged.
2. To correct a document, the limited partnership must:
(a) Prepare a certificate of correction that:
(1) States the name of the limited partnership;
(2) Describes the document, including, without limitation, its
filing date;
(3) Specifies the inaccuracy or defect;
(4) Sets forth the inaccurate or defective portion of the
document in an accurate or corrected form; and
(5) Is signed by a general partner of the limited partnership.
(b) Deliver the certificate to the Secretary of State for filing.
(c) Pay a filing fee of [$150] $175 to the Secretary of State.
3. A certificate of correction is effective on the effective date
of the document it corrects except as to persons relying on the
uncorrected document and adversely affected by the correction. As
to those persons, the certificate is effective when filed.
Sec. 147. NRS 88.340 is hereby amended to read as follows:
88.340 The Secretary of State may microfilm or image any
document which is filed in his office by or relating to a limited
partnership pursuant to this chapter and may return the original
document to the filer.
Sec. 148. NRS 88.350 is hereby amended to read as follows:
88.350 1. In order to form a limited partnership, a certificate
of limited partnership must be executed and filed in the Office of
the Secretary of State. The certificate must set forth:
(a) The name of the limited partnership;
(b) The address of the office which contains records and the
name and address of the resident agent required to be maintained by
NRS 88.330;
(c) The name and [the] business address of each [general
partner;] organizer executing the certificate;
(d) The name and business address of each initial general
partner;
(e) The latest date upon which the limited partnership is to
dissolve; and
[(e)] (f) Any other matters the [general partners] organizers
determine to include therein.
2. A certificate of acceptance of appointment of a resident
agent, executed by the agent, must be filed with the certificate of
limited partnership.
3. A limited partnership is formed at the time of the filing of
the certificate of limited partnership and the certificate of
acceptance in the Office of the Secretary of State or at any later
time specified in the certificate of limited partnership if, in either
case, there has been substantial compliance with the requirements
of this section.
Sec. 149. NRS 88.360 is hereby amended to read as follows:
88.360 A certificate of limited partnership must be cancelled
upon the dissolution and the commencement of winding up of the
partnership or at any other time there are no limited partners. A
certificate of cancellation must be filed in the Office of the
Secretary of State and set forth:
1. The name of the limited partnership;
2. [The date of filing of its certificate of limited partnership;
3.] The reason for filing the certificate of cancellation;
[4.] 3. The effective date, which must be a date certain, of
cancellation if it is not to be effective upon the filing of the
certificate; and
[5.] 4. Any other information the general partners filing the
certificate determine.
Sec. 150. NRS 88.395 is hereby amended to read as follows:
88.395 1. A limited partnership shall, on or before the [first]
last day of the [second] first month after the filing of its certificate
of limited partnership with the Secretary of State, and annually
thereafter on or before the last day of the month in which the
anniversary date of the filing of its certificate of limited partnership
occurs, file with the Secretary of State, on a form furnished by him,
a list that contains:
(a) The name of the limited partnership;
(b) The file number of the limited partnership, if known;
(c) The names of all of its general partners;
(d) The [mailing or street] address, either residence or business,
of each general partner;
(e) The name and [street] address of the lawfully designated
resident agent of the limited partnership; and
(f) The signature of a general partner of the limited partnership
certifying that the list is true, complete and accurate.
Each list filed pursuant to this subsection must be accompanied by a
declaration under penalty of perjury that the limited partnership has
complied with the provisions of chapter 364A of NRS [.
2. Upon] and which acknowledges that pursuant to NRS
239.330 it is a category C felony to knowingly offer any false or
forged instrument for filing in the Office of the Secretary of State.
2. Except as otherwise provided in subsection 3, a limited
partnership shall, upon filing:
(a) The initial list required by subsection 1, [the limited
partnership shall] pay to the Secretary of State a fee of [$165.]
$125.
(b) Each annual list required by subsection 1, [the limited
partnership shall] pay to the Secretary of State a fee of [$85.] $125.
3. A registered limited-liability limited partnership shall,
upon filing:
(a) The initial list required by subsection 1, pay to the
Secretary of State a fee of $125.
(b) Each annual list required by subsection 1, pay to the
Secretary of State a fee of $175.
4. If a general partner of a limited partnership resigns and
the resignation is not made in conjunction with the filing of an
annual or amended list of general partners, the limited
partnership shall pay to the Secretary of State a fee of $75 to file
the resignation of the general partner.
5. The Secretary of State shall, 60 days before the last day for
filing each annual list required by subsection 1, cause to be mailed
to each limited partnership which is required to comply with the
provisions of this section , and which has not become delinquent , a
notice of the fee due pursuant to the provisions of subsection 2 or 3,
as appropriate, and a reminder to file the annual list. Failure of any
limited partnership to receive a notice or form does not excuse it
from the penalty imposed by NRS 88.400.
[4.] 6. If the list to be filed pursuant to the provisions of
subsection 1 is defective or the fee required by subsection 2 or 3 is
not paid, the Secretary of State may return the list for correction or
payment.
[5.] 7. An annual list for a limited partnership not in default
that is received by the Secretary of State more than [60] 90 days
before its due date shall be deemed an amended list for the previous
year and does not satisfy the requirements of subsection 1 for the
year to which the due date is applicable.
[6.] 8. A filing made pursuant to this section does not satisfy
the provisions of NRS 88.355 and may not be substituted for filings
submitted pursuant to NRS 88.355.
Sec. 151. NRS 88.400 is hereby amended to read as follows:
88.400 1. If a limited partnership has filed the list in
compliance with NRS 88.395 and has paid the appropriate fee for
the filing, the cancelled check or other proof of payment received
by the limited partnership constitutes a certificate authorizing it to
transact its business within this state until the anniversary date of
the filing of its certificate of limited partnership in the next
succeeding calendar year. [If the limited partnership desires a
formal certificate upon its payment of the annual fee, its payment
must be accompanied by a self-addressed, stamped envelope.]
2. Each limited partnership which is required to make a filing
and pay the fee prescribed in NRS 88.395 and section 122 of this
act and which refuses or neglects to [file the list and pay the fee] do
so within the time provided is in default.
3. Upon notification from the Administrator of the Real
Estate Division of the Department of Business and Industry that a
limited partnership which is a unit-owners’ association as defined
in NRS 116.110315 has failed to register pursuant to NRS
116.31158 or failed to pay the fees pursuant to NRS 116.31155,
the Secretary of State shall deem the limited partnership to be in
default. If, after the limited partnership is deemed to be in default,
the Administrator notifies the Secretary of State that the limited
partnership has registered pursuant to NRS 116.31158 and paid
the fees pursuant to NRS 116.31155, the Secretary of State shall
reinstate the limited partnership if the limited partnership
complies with the requirements for reinstatement as provided in
this section and NRS 88.410.
4. For default there must be added to the amount of the fee a
penalty of [$50,] $75 and unless the filings are made and the fee
and penalty are paid on or before the first day of the first
anniversary of the month following the month in which filing was
required, the defaulting limited partnership, by reason of its default,
forfeits its right to transact any business within this state.
Sec. 152. NRS 88.405 is hereby amended to read as follows:
88.405 1. The Secretary of State shall notify, by [letter
addressed] providing written notice to its resident agent, each
defaulting limited partnership. The written notice [must be
accompanied by] :
(a) Must include a statement indicating the amount of the filing
fee, penalties incurred and costs remaining unpaid.
(b) At the request of the resident agent, may be provided
electronically.
2. Immediately after the first day of the first anniversary of the
month following the month in which filing was required, the
certificate of the limited partnership is revoked.
3. The Secretary of State shall compile a complete list
containing the names of all limited partnerships whose right to [do]
transact business has been forfeited.
4. The Secretary of State shall notify, by [letter addressed]
providing written notice to its resident agent, each limited
partnership specified in subsection 3 of the revocation of its
certificate. The written notice [must be accompanied by] :
(a) Must include a statement indicating the amount of the filing
fee, penalties incurred and costs remaining unpaid.
[3.] (b) At the request of the resident agent, may be provided
electronically.
5. In case of revocation of the certificate and of the forfeiture
of the right to transact business thereunder, all the property and
assets of the defaulting domestic limited partnership are held in
trust by the general partners, and the same proceedings may be had
with respect thereto as for the judicial dissolution of a limited
partnership. Any person interested may institute proceedings at any
time after a forfeiture has been declared, but if the Secretary of
State reinstates the limited partnership , the proceedings must at
once be dismissed and all property restored to the general partners.
Sec. 153. NRS 88.410 is hereby amended to read as follows:
88.410 1. Except as otherwise provided in subsections 3 and
4, the Secretary of State [may:
(a) Reinstate] shall reinstate any limited partnership which has
forfeited or which forfeits its right to transact business[; and
(b) Restore] under the provisions of this chapter and restore to
the limited partnership its right to carry on business in this state,
and to exercise its privileges and immunities[,
upon the filing] if it:
(a) Files with the Secretary of State [of the] :
(1) The list required pursuant to NRS 88.395[, and upon
payment] ;
(2) The statement required by section 122 of this act, if
applicable; and
(3) A certificate of acceptance of appointment signed by its
resident agent; and
(b) Pays to the Secretary of State [of the] :
(1) The filing fee and penalty set forth in NRS 88.395 and
88.400 for each year or portion thereof during which the certificate
has been revoked [, and a] ;
(2) The fee set forth in section 122 of this act, if applicable;
and
(3) A fee of [$200] $300 for reinstatement.
2. When [payment is made and] the Secretary of State
reinstates the limited partnership , [to its former rights,] he shall [:
(a) Immediately issue and deliver to the limited partnership a
certificate of reinstatement authorizing it to transact business as if
the filing fee had been paid when due; and
(b) Upon demand,] issue to the limited partnership [one or more
certified copies of the] a certificate of reinstatement [.] if the
limited partnership:
(a) Requests a certificate of reinstatement; and
(b) Pays the required fees pursuant to NRS 88.415.
3. The Secretary of State shall not order a reinstatement unless
all delinquent fees and penalties have been paid, and the revocation
occurred only by reason of failure to pay the fees and penalties.
4. If a limited partnership’s certificate has been revoked
pursuant to the provisions of this chapter and has remained revoked
for a period of 5 years, the certificate must not be reinstated.
Sec. 154. NRS 88.415 is hereby amended to read as follows:
88.415 The Secretary of State, for services relating to his
official duties and the records of his office, shall charge and collect
the following fees:
1. For filing a certificate of limited partnership, or for
registering a foreign limited partnership, [$175.] $75.
2. For filing a certificate of registration of limited-liability
limited partnership, or for registering a foreign registered limited
-liability limited partnership, $100.
3. For filing a certificate of amendment of limited partnership
or restated certificate of limited partnership, [$150.
3.] $175.
4. For filing a certificate of a change of location of the records
office of a limited partnership or the office of its resident agent, or a
designation of a new resident agent, [$30.
4.] $60.
5. For certifying a certificate of limited partnership, an
amendment to the certificate, or a certificate as amended where a
copy is provided, [$20] $30 per certification.
[5.] 6. For certifying an authorized printed copy of the limited
partnership law, [$20.
6.] $30.
7. For reserving a limited partnership name, or for executing,
filing or certifying any other document, [$20.
7.] $25.
8. For copies made at the Office of the Secretary of State, [$1]
$2 per page.
[8.] 9. For filing a certificate of cancellation of a limited
partnership, [$60.] $75.
Except as otherwise provided in this section, the fees set forth in
NRS 78.785 apply to this chapter.
Sec. 155. NRS 88.535 is hereby amended to read as follows:
88.535 1. On application to a court of competent jurisdiction
by any judgment creditor of a partner, the court may charge the
partnership interest of the partner with payment of the unsatisfied
amount of the judgment with interest. To the extent so charged, the
judgment creditor has only the rights of an assignee of the
partnership interest.
2. [The court may appoint a receiver of the share of the
distributions due or to become due to the judgment debtor in
respect of the partnership. The receiver has only the rights of an
assignee. The court may make all other orders, directions, accounts
and inquiries that the judgment debtor might have made or which
the circumstances of the case may require.
3. A charging order constitutes a lien on the partnership
interest of the judgment debtor. The court may order a foreclosure
of the partnership interest subject to the charging order at any time.
The purchaser at the foreclosure sale has only the rights of an
assignee.
4. Unless otherwise provided in the articles of organization or
operating agreement, at any time before foreclosure, a partnership
interest charged may be redeemed:
(a) By the judgment debtor;
(b) With property other than property of the limited partnership,
by one or more of the other partners; or
(c) By the limited partnership with the consent of all of the
partners whose interests are not so charged.
5.] This section [provides] :
(a) Provides the exclusive remedy by which a judgment creditor
of a partner or an assignee of a partner may satisfy a judgment out
of the partnership interest of the judgment debtor.
[6. No creditor of a partner has any right to obtain possession
of, or otherwise exercise legal or equitable remedies with respect to,
the property of the limited partnership.
7. This section does]
(b) Does not deprive any partner of the benefit of any exemption
laws applicable to his partnership interest.
Sec. 156. NRS 88.585 is hereby amended to read as follows:
88.585 [A] Except as otherwise provided in section 130 of this
act, a foreign limited partnership may register with the Secretary of
State under any name, whether or not it is the name under which it
is registered in its state of organization, that includes without
abbreviation the words “limited partnership” and that could be
registered by a domestic limited partnership.
Sec. 157. NRS 88.595 is hereby amended to read as follows:
88.595 A foreign limited partnership may cancel its
registration by filing with the Secretary of State a certificate of
cancellation signed by a general partner. The certificate must set
forth:
1. The name of the foreign limited partnership;
2. [The date upon which its certificate of registration was filed;
3.] The reason for filing the certificate of cancellation;
[4.] 3. The effective date of the cancellation if other than the
date of the filing of the certificate of cancellation; and
[5.] 4. Any other information deemed necessary by the general
partners of the partnership.
A cancellation does not terminate the authority of the Secretary of
State to accept service of process on the foreign limited partnership
with respect to causes of action arising out of the transactions of
business in this state.
Sec. 158. Chapter 88A of NRS is hereby amended by adding
thereto the provisions set forth as sections 159 to 166, inclusive, of
this act.
Sec. 159. 1. Each document filed with the Secretary of
State pursuant to this chapter must be on or accompanied by a
form prescribed by the Secretary of State.
2. The Secretary of State may refuse to file a document which
does not comply with subsection 1 or which does not contain all
of the information required by statute for filing the document.
3. If the provisions of the form prescribed by the Secretary of
State conflict with the provisions of any document that is
submitted for filing with the form:
(a) The provisions of the form control for all purposes with
respect to the information that is required by statute to appear in
the document in order for the document to be filed; and
(b) Unless otherwise provided in the document, the provisions
of the document control in every other situation.
4. The Secretary of State may by regulation provide for the
electronic filing of documents with the Office of the Secretary of
State.
Sec. 160. 1. Each foreign business trust doing business in
this state shall, on or before the last day of the first month after
the filing of its application for registration as a foreign business
trust with the Secretary of State, and annually thereafter on or
before the last day of the month in which the anniversary date of
its qualification to do business in this state occurs in each year,
file with the Secretary of State a list, on a form furnished by him,
that contains:
(a) The name of the foreign business trust;
(b) The file number of the foreign business trust, if known;
(c) The name of at least one of its trustees;
(d) The address, either residence or business, of the trustee
listed pursuant to paragraph (c);
(e) The name and address of its lawfully designated resident
agent in this state; and
(f) The signature of a trustee of the foreign business trust
certifying that the list is true, complete and accurate.
2. Each list required to be filed pursuant to this section must
be accompanied by a declaration under penalty of perjury that the
foreign business trust:
(a) Has complied with the provisions of chapter 364A of NRS;
and
(b) Acknowledges that pursuant to NRS 239.330 it is a
category C felony to knowingly offer any false or forged
instrument for filing in the Office of the Secretary of State.
3. Upon filing:
(a) The initial list required by this section, the foreign business
trust shall pay to the Secretary of State a fee of $125.
(b) Each annual list required by this section, the foreign
business trust shall pay to the Secretary of State a fee of $125.
4. If a trustee of a foreign business trust resigns and the
resignation is not made in conjunction with the filing of an
annual or amended list of trustees, the foreign business trust shall
pay to the Secretary of State a fee of $75 to file the resignation of
the trustee.
5. The Secretary of State shall, 60 days before the last day for
filing each annual list required by subsection 1, cause to be
mailed to each foreign business trust which is required to comply
with the provisions of sections 160 to 166, inclusive, of this act,
and which has not become delinquent, the blank forms to be
completed and filed with him. Failure of any foreign business
trust to receive the forms does not excuse it from the penalty
imposed by the provisions of sections 160 to 166, inclusive, of this
act.
6. If the list to be filed pursuant to the provisions of
subsection 1 is defective or the fee required by subsection 3 is not
paid, the Secretary of State may return the list for correction or
payment.
7. An annual list for a foreign business trust not in default
which is received by the Secretary of State more than 90 days
before its due date must be deemed an amended list for the
previous year and does not satisfy the requirements of subsection
1 for the year to which the due date is applicable.
Sec. 161. If a foreign business trust has filed the initial or
annual list in compliance with section 160 of this act and has paid
the appropriate fee for the filing, the cancelled check or other
proof of payment received by the foreign business trust constitutes
a certificate authorizing it to transact its business within this state
until the last day of the month in which the anniversary of its
qualification to transact business occurs in the next succeeding
calendar year.
Sec. 162. 1. Each list required to be filed under the
provisions of sections 160 to 166, inclusive, of this act must, after
the name of each trustee listed thereon, set forth the address,
either residence or business, of each trustee.
2. If the addresses are not stated for each person on any list
offered for filing, the Secretary of State may refuse to file the list,
and the foreign business trust for which the list has been offered
for filing is subject to all the provisions of sections 160 to 166,
inclusive, of this act relating to failure to file the list within or at
the times therein specified, unless a list is subsequently submitted
for filing which conforms to the provisions of this section.
Sec. 163. 1. Each foreign business trust which is required
to make a filing and pay the fee prescribed in sections 160 to 166,
inclusive, of this act and which refuses or neglects to do so within
the time provided is in default.
2. For default there must be added to the amount of the fee a
penalty of $75, and unless the filing is made and the fee and
penalty are paid on or before the last day of the month in which
the anniversary date of the foreign business trust occurs, the
defaulting foreign business trust by reason of its default forfeits
its right to transact any business within this state. The fee and
penalty must be collected as provided in this chapter.
Sec. 164. 1. The Secretary of State shall notify, by
providing written notice to its resident agent, each foreign
business trust deemed in default pursuant to section 163 of this
act. The written notice:
(a) Must include a statement indicating the amount of the
filing fee, penalties incurred and costs remaining unpaid.
(b) At the request of the resident agent, may be provided
electronically.
2. Immediately after the last day of the month in which the
anniversary date of the filing of the certificate of trust occurs,
the Secretary of State shall compile a complete list containing the
names of all foreign business trusts whose right to transact
business has been forfeited.
3. The Secretary of State shall notify, by providing written
notice to its resident agent, each foreign business trust specified
in subsection 2 of the forfeiture of its right to transact business.
The written notice:
(a) Must include a statement indicating the amount of the
filing fee, penalties incurred and costs remaining unpaid.
(b) At the request of the resident agent, may be provided
electronically.
Sec. 165. 1. Except as otherwise provided in subsections 3
and 4, the Secretary of State shall reinstate a foreign business
trust which has forfeited or which forfeits its right to transact
business under the provisions of this chapter and shall restore to
the foreign business trust its right to transact business in this
state, and to exercise its privileges and immunities, if it:
(a) Files with the Secretary of State:
(1) The list required by section 160 of this act; and
(2) A certificate of acceptance of appointment signed by its
resident agent; and
(b) Pays to the Secretary of State:
(1) The filing fee and penalty set forth in sections 160 and
163 of this act for each year or portion thereof that its right to
transact business was forfeited; and
(2) A fee of $300 for reinstatement.
2. When the Secretary of State reinstates the foreign business
trust, he shall issue to the foreign business trust a certificate of
reinstatement if the foreign business trust:
(a) Requests a certificate of reinstatement; and
(b) Pays the required fees pursuant to NRS 88A.900.
3. The Secretary of State shall not order a reinstatement
unless all delinquent fees and penalties have been paid and the
revocation of the right to transact business occurred only by
reason of failure to pay the fees and penalties.
4. If the right of a foreign business trust to transact business
in this state has been forfeited pursuant to the provisions of this
chapter and has remained forfeited for a period of 5 consecutive
years, the right to transact business must not be reinstated.
Sec. 166. 1. Except as otherwise provided in subsection 2, if
a foreign business trust applies to reinstate its certificate of trust
and its name has been legally reserved or acquired by another
artificial person formed, organized, registered or qualified
pursuant to the provisions of this title whose name is on file with
the Office of the Secretary of State or reserved in the Office of the
Secretary of State pursuant to the provisions of this title, the
foreign business trust must submit in writing in its application for
reinstatement to the Secretary of State some other name under
which it desires its existence to be reinstated. If that name is
distinguishable from all other names reserved or otherwise on
file, the Secretary of State shall reinstate the foreign business
trust under that new name.
2. If the applying foreign business trust submits the written,
acknowledged consent of the artificial person having a name, or
the person who has reserved a name, which is not distinguishable
from the old name of the applying foreign business trust or a new
name it has submitted, it may be reinstated under that name.
3. For the purposes of this section, a proposed name is not
distinguishable from a name on file or reserved solely because
one or the other contains distinctive lettering, a distinctive mark,
a trademark or a trade name, or any combination thereof.
4. The Secretary of State may adopt regulations that interpret
the requirements of this section.
Sec. 167. NRS 88A.220 is hereby amended to read as follows:
88A.220 1. A certificate of trust may be amended by filing
with the Secretary of State a certificate of amendment signed by at
least one trustee. The certificate of amendment must set forth:
(a) The name of the business trust; and
(b) The amendment to the certificate of trust.
2. A certificate of trust may be restated by integrating into a
single instrument all the provisions of the original certificate, and
all amendments to the certificate, which are then in effect or are to
be made by the restatement. The restated certificate of trust must be
so designated in its heading, must be signed by at least one trustee
and must set forth:
(a) The present name of the business trust [and, if the name has
been changed, the name under which the business trust was
originally formed;
(b) The date of filing of the original certificate of trust;
(c)] ;
(b) The provisions of the original certificate of trust, and all
amendments to the certificate, which are then in effect; and
[(d)] (c) Any further amendments to the certificate of trust.
3. A certificate of trust may be amended or restated at any time
for any purpose determined by the trustees.
Sec. 168. NRS 88A.420 is hereby amended to read as follows:
88A.420 A certificate of trust must be cancelled upon the
completion or winding up of the business trust and its termination.
A certificate of cancellation must be signed by a trustee, filed with
the Secretary of State, and set forth:
1. The name of the business trust;
2. [The date of filing of its certificate of trust;
3.] A future effective date of the certificate of cancellation, if it
is not to be effective upon filing, which may not be more than 90
days after the certificate is filed; and
[4.] 3. Any other information the trustee determines to include.
Sec. 169. NRS 88A.530 is hereby amended to read as follows:
88A.530 1. A resident agent who desires to resign shall
[file] :
(a) File with the Secretary of State a signed statement [for each
business trust for which] in the manner provided pursuant to
subsection 1 of NRS 78.097 that he is unwilling to continue to act
[.] as the resident agent of the business trust for the service of
process; and
(b) Pay to the Secretary of State the filing fee set forth in
subsection 1 of NRS 78.097.
A resignation is not effective until the signed statement is [so filed.]
filed with the Secretary of State.
2. The statement of resignation may contain a statement of the
affected business trust appointing a successor resident agent. A
certificate of acceptance executed by the new resident agent, stating
the full name, complete street address and, if different from the
street address, mailing address of the new resident agent, must
accompany the statement appointing a successor resident agent.
3. Upon the filing of the statement of resignation with the
Secretary of State, the capacity of the resigning person as resident
agent terminates. If the statement of resignation contains no
statement by the business trust appointing a successor resident
agent, the resigning agent shall immediately give written notice, by
mail, to the business trust of the filing of the statement of
resignation and its effect. The notice must be addressed to a trustee
of the business trust other than the resident agent.
4. If its resident agent dies, resigns or removes from the State,
a business trust, within 30 days thereafter, shall file with the
Secretary of State a certificate of acceptance executed by a new
resident agent. The certificate must set forth the full name and
complete street address of the new resident agent, and may contain
a mailing address, such as a post office box, different from the
street address.
5. A business trust that fails to file a certificate of acceptance
executed by its new resident agent within 30 days after the death,
resignation or removal of its former resident agent shall be deemed
in default and is subject to the provisions of NRS 88A.630 to
88A.660, inclusive.
Sec. 170. NRS 88A.540 is hereby amended to read as follows:
88A.540 1. If a business trust formed pursuant to this chapter
desires to change its resident agent, the change may be effected by
filing with the Secretary of State a certificate of change [,] of
resident agent, signed by at least one trustee of the business trust,
setting forth:
(a) The name of the business trust;
(b) The name and street address of the present resident agent;
and
(c) The name and street address of the new resident agent.
2. A certificate of acceptance executed by the new resident
agent must be a part of or attached to the certificate of change [.
3. The] of resident agent.
3. If the name of a resident agent is changed as a result of a
merger, conversion, exchange, sale, reorganization or
amendment, the resident agent shall:
(a) File with the Secretary of State a certificate of name
change of resident agent that includes:
(1) The current name of the resident agent as filed with the
Secretary of State;
(2) The new name of the resident agent; and
(3) The name and file number of each artificial person
formed, organized, registered or qualified pursuant to the
provisions of this title that the resident agent represents; and
(b) Pay to the Secretary of State a filing fee of $100.
4. A change authorized by this section becomes effective upon
the filing of the proper certificate of change.
Sec. 171. NRS 88A.600 is hereby amended to read as follows:
88A.600 1. A business trust formed pursuant to this chapter
shall, on or before the [first] last day of the [second] first month
after the filing of its certificate of trust with the Secretary of State,
and annually thereafter on or before the last day of the month in
which the anniversary date of the filing of its certificate of trust
with the Secretary of State occurs, file with the Secretary of State,
on a form furnished by him, a list signed by at least one trustee that
contains the name and mailing address of its lawfully designated
resident agent and at least one trustee. Each list filed pursuant to
this subsection must be accompanied by a declaration under penalty
of perjury that the business trust [has] :
(a) Has complied with the provisions of chapter 364A of NRS
[.] ; and
(b) Acknowledges that pursuant to NRS 239.330, it is a
category C felony to knowingly offer any false or forged
instrument for filing in the Office of the Secretary of State.
2. Upon filing:
(a) The initial list required by subsection 1, the business trust
shall pay to the Secretary of State a fee of [$165.] $125.
(b) Each annual list required by subsection 1, the business trust
shall pay to the Secretary of State a fee of [$85.] $125.
3. If a trustee of a business trust resigns and the resignation
is not made in conjunction with the filing of an annual or
amended list of trustees, the business trust shall pay to the
Secretary of State a fee of $75 to file the resignation of the
trustee.
4. The Secretary of State shall, 60 days before the last day for
filing each annual list required by subsection 1, cause to be mailed
to each business trust which is required to comply with the
provisions of NRS 88A.600 to 88A.660, inclusive, and which has
not become delinquent, the blank forms to be completed and filed
with him. Failure of a business trust to receive the forms does not
excuse it from the penalty imposed by law.
[4.] 5. An annual list for a business trust not in default which is
received by the Secretary of State more than [60] 90 days before its
due date shall be deemed an amended list for the previous year.
Sec. 172. NRS 88A.610 is hereby amended to read as follows:
88A.610 When the fee for filing the annual list has been paid,
the cancelled check or other proof of payment received by the
business trust constitutes a certificate authorizing it to transact its
business within this state until the last day of the month in which
the anniversary of the filing of its certificate of trust occurs in the
next succeeding calendar year. [If the business trust desires a
formal certificate upon its payment of the annual fee, its payment
must be accompanied by a self-addressed, stamped envelope.]
Sec. 173. NRS 88A.620 is hereby amended to read as follows:
88A.620 1. Each list required to be filed pursuant to the
provisions of NRS 88A.600 to 88A.660, inclusive, must, after the
name of each trustee listed thereon, set forth his [post office box or
street] address, either residence or business.
2. If the addresses are not stated on a list offered for filing, the
Secretary of State may refuse to file the list, and the business trust
for which the list has been offered for filing is subject to all the
provisions of NRS 88A.600 to 88A.660, inclusive, relating to
failure to file the list when or at the times therein specified, unless a
list is subsequently submitted for filing which conforms to the
provisions of those sections.
Sec. 174. NRS 88A.630 is hereby amended to read as follows:
88A.630 1. Each business trust required to file the list and
pay the fee prescribed in NRS 88A.600 to 88A.660, inclusive,
which refuses or neglects to do so within the time provided shall be
deemed in default.
2. For default, there must be added to the amount of the fee a
penalty of [$50.] $75. The fee and penalty must be collected as
provided in this chapter.
Sec. 175. NRS 88A.640 is hereby amended to read as follows:
88A.640 1. The Secretary of State shall notify, by [letter
addressed] providing written notice to its resident agent, each
business trust deemed in default pursuant to the provisions of this
chapter. The written notice [must be accompanied by] :
(a) Must include a statement indicating the amount of the filing
fee, penalties incurred and costs remaining unpaid.
(b) At the request of the resident agent, may be provided
electronically.
2. Immediately after the first day of the first anniversary of the
month following the month in which the filing was required, the
certificate of trust of the business trust is revoked and its right to
transact business is forfeited.
3. The Secretary of State shall compile a complete list
containing the names of all business trusts whose right to [do]
transact business has been forfeited. [He]
4. The Secretary of State shall forthwith notify [each such
business trust, by letter addressed] , by providing written notice to
its resident agent, each business trust specified in subsection 3 of
the revocation of its certificate of trust. The written notice [must be
accompanied by] :
(a) Must include a statement indicating the amount of the filing
fee, penalties incurred and costs remaining unpaid.
[4.] (b) At the request of the resident agent, may be provided
electronically.
5. If the certificate of trust is revoked and the right to
transact business is forfeited, all the property and assets of the
defaulting business trust must be held in trust by its trustees as for
insolvent business trusts, and the same proceedings may be had
with respect thereto as are applicable to insolvent business trusts.
Any person interested may institute proceedings at any time after a
forfeiture has been declared, but if the Secretary of State reinstates
the certificate of trust, the proceedings must at once be dismissed.
Sec. 176. NRS 88A.650 is hereby amended to read as follows:
88A.650 1. Except as otherwise provided in [subsection 3,]
subsections 3 and 4, the Secretary of State shall reinstate a business
trust which has forfeited or which forfeits its right to transact
business pursuant to the provisions of this chapter and shall restore
to the business trust its right to carry on business in this state, and to
exercise its privileges and immunities, if it:
(a) Files with the Secretary of State [the] :
(1) The list required by NRS 88A.600; and
(2) A certificate of acceptance of appointment signed by its
resident agent; and
(b) Pays to the Secretary of State:
(1) The filing fee and penalty set forth in NRS 88A.600 and
88A.630 for each year or portion thereof during which its certificate
of trust was revoked; and
(2) A fee of [$200] $300 for reinstatement.
2. When the Secretary of State reinstates the business trust, he
shall[:
(a) Immediately issue and deliver to the business trust a
certificate of reinstatement authorizing it to transact business as if
the filing fee had been paid when due; and
(b) Upon demand,] issue to the business trust [one or more
certified copies of the] a certificate of reinstatement[.] if the
business trust:
(a) Requests a certificate of reinstatement; and
(b) Pays the required fees pursuant to NRS 88A.900.
3. The Secretary of State shall not order a reinstatement unless
all delinquent fees and penalties have been paid, and the revocation
of the certificate of trust occurred only by reason of the failure to
file the list or pay the fees and penalties.
4. If a certificate of business trust has been revoked pursuant
to the provisions of this chapter and has remained revoked for a
period of 5 consecutive years, the certificate must not be
reinstated.
Sec. 177. NRS 88A.660 is hereby amended to read as follows:
88A.660 1. Except as otherwise provided in subsection 2, if a
certificate of trust is revoked pursuant to the provisions of this
chapter and the name of the business trust has been legally reserved
or acquired by another artificial person formed, organized,
registered or qualified pursuant to the provisions of this title whose
name is on file with the Office of the Secretary of State or reserved
in the Office of the Secretary of State pursuant to the provisions of
this title, the business trust shall submit in writing to the Secretary
of State some other name under which it desires to be reinstated. If
that name is distinguishable from all other names reserved or
otherwise on file, the Secretary of State shall [issue to] reinstate the
business trust [a certificate of reinstatement] under that new name.
2. If the defaulting business trust submits the written,
acknowledged consent of the artificial person using a name, or the
person who has reserved a name, which is not distinguishable from
the old name of the business trust or a new name it has submitted, it
may be reinstated under that name.
Sec. 178. NRS 88A.710 is hereby amended to read as follows:
88A.710 Before transacting business in this state, a foreign
business trust shall register with the Secretary of State. In order to
register, a foreign business trust shall submit to the Secretary of
State an application for registration as a foreign business trust,
signed by a trustee, and a signed certificate of acceptance of a
resident agent. The application for registration must set forth:
1. The name of the foreign business trust and, if different, the
name under which it proposes to register and transact business in
this state;
2. The state and date of its formation;
3. The name and address of the resident agent whom the
foreign business trust elects to appoint;
4. The address of the office required to be maintained in the
state of its organization by the laws of that state or, if not so
required, of the principal office of the foreign business trust; and
5. The name and [business] address , either residence or
business, of one trustee.
Sec. 179. NRS 88A.740 is hereby amended to read as follows:
88A.740 A foreign business trust may cancel its registration by
filing with the Secretary of State a certificate of cancellation signed
by a trustee. The certificate must set forth:
1. The name of the foreign business trust;
2. [The date upon which its certificate of registration was filed;
3.] The effective date of the cancellation if other than the date
of the filing of the certificate of cancellation; and
[4.] 3. Any other information deemed necessary by the
trustee.
A cancellation does not terminate the authority of the Secretary of
State to accept service of process on the foreign business trust with
respect to causes of action arising out of the transaction of business
in this state.
Sec. 180. NRS 88A.900 is hereby amended to read as follows:
88A.900 The Secretary of State shall charge and collect the
following fees for:
1. Filing an original certificate of trust, or for registering a
foreign business trust, [$175.] $75.
2. Filing an amendment or restatement, or a combination
thereof, to a certificate of trust, [$150.] $175.
3. Filing a certificate of cancellation, [$175.] $75.
4. Certifying a copy of a certificate of trust or an amendment or
restatement, or a combination thereof, [$20] $30 per certification.
5. Certifying an authorized printed copy of this chapter, [$20.]
$30.
6. Reserving a name for a business trust, [$20.] $25.
7. Executing a certificate of existence of a business trust which
does not list the previous documents relating to it, or a certificate of
change in the name of a business trust, [$40.] $50.
8. Executing a certificate of existence of a business trust which
lists the previous documents relating to it, [$40.
9. Filing a statement of change of address of the registered
office for each business trust, $30.
10.] $50.
9. Filing a statement of change of the [registered agent, $30.
11.] resident agent, $60.
10. Executing, certifying or filing any certificate or document
not otherwise provided for in this section, [$40.
12.] $50.
11. Examining and provisionally approving a document before
the document is presented for filing, [$100.
13.] $125.
12. Copying a document on file with him, for each page, [$1.]
$2.
Sec. 181. NRS 88A.930 is hereby amended to read as follows:
88A.930 1. A business trust may correct a document filed by
the Secretary of State with respect to the business trust if the
document contains an inaccurate record of a trust action described
in the document or was defectively executed, attested, sealed,
verified or acknowledged.
2. To correct a document, the business trust must:
(a) Prepare a certificate of correction that:
(1) States the name of the business trust;
(2) Describes the document, including, without limitation, its
filing date;
(3) Specifies the inaccuracy or defect;
(4) Sets forth the inaccurate or defective portion of the
document in an accurate or corrected form; and
(5) Is signed by a trustee of the business trust.
(b) Deliver the certificate to the Secretary of State for filing.
(c) Pay a filing fee of [$150] $175 to the Secretary of State.
3. A certificate of correction is effective on the effective date
of the document it corrects except as to persons relying on the
uncorrected document and adversely affected by the correction. As
to those persons, the certificate is effective when filed.
Sec. 182. Chapter 89 of NRS is hereby amended by adding
thereto a new section to read as follows:
1. Each document filed with the Secretary of State pursuant
to this chapter must be on or accompanied by a form prescribed
by the Secretary of State.
2. The Secretary of State may refuse to file a document which
does not comply with subsection 1 or which does not contain all
of the information required by statute for filing the document.
3. If the provisions of the form prescribed by the Secretary of
State conflict with the provisions of any document that is
submitted for filing with the form:
(a) The provisions of the form control for all purposes with
respect to the information that is required by statute to appear in
the document in order for the document to be filed; and
(b) Unless otherwise provided in the document, the provisions
of the document control in every other situation.
4. The Secretary of State may by regulation provide for the
electronic filing of documents with the Office of the Secretary of
State.
Sec. 183. NRS 89.040 is hereby amended to read as follows:
89.040 1. One or more persons may organize a professional
corporation in the manner provided for organizing a private
corporation pursuant to chapter 78 of NRS. Each person organizing
the corporation must, except as otherwise provided in subsection 2
of NRS 89.050, be authorized to perform the professional service
for which the corporation is organized. The articles of incorporation
must contain the following additional information:
(a) The profession to be practiced by means of the professional
corporation.
(b) The names and [post office boxes or street] addresses, either
residence or business, of the original stockholders and directors of
the professional corporation.
(c) Except as otherwise provided in paragraph (d) of this
subsection, a certificate from the regulating board of the profession
to be practiced showing that each of the directors, and each of the
stockholders who is a natural person, is licensed to practice the
profession.
(d) For a professional corporation organized pursuant to this
chapter and practicing pursuant to the provisions of NRS 623.349, a
certificate from the regulating board or boards of the profession or
professions to be practiced showing that control and two-thirds
ownership of the corporation is held by persons registered or
licensed pursuant to the applicable provisions of chapter 623, 623A
or 625 of NRS. As used in this paragraph, “control” has the
meaning ascribed to it in NRS 623.349.
2. The corporate name of a professional corporation must
contain the words “Professional Corporation” or the abbreviation
“Prof. Corp.,” “P.C.” or “PC,” or the word “Chartered” or the
abbreviation “Chtd.,” or “Limited” or the abbreviation “Ltd.” The
corporate name must contain the last name of one or more of its
stockholders. The corporation may render professional services and
exercise its authorized powers under a fictitious name if the
corporation has first registered the name in the manner required by
chapter 602 of NRS.
Sec. 184. NRS 89.210 is hereby amended to read as follows:
89.210 1. Within 30 days after the organization of a
professional association under this chapter, the association shall file
with the Secretary of State a copy of the articles of association, duly
executed, and shall pay at that time a filing fee of [$175. Any such
association formed as a common-law association before July 1,
1969, shall file, within 30 days after July 1, 1969, a certified copy
of its articles of association, with any amendments thereto, with the
Secretary of State, and shall pay at that time a filing fee of $25.]
$75. A copy of any amendments to the articles of association
[adopted after July 1, 1969,] must also be filed with the Secretary of
State within 30 days after the adoption of such amendments. Each
copy of amendments so filed must be certified as true and correct
and be accompanied by a filing fee of [$150.] $175.
2. The name of such a professional association must contain
the words “Professional Association,” “Professional Organization”
or the abbreviations “Prof. Ass’n” or “Prof. Org.” The association
may render professional services and exercise its authorized powers
under a fictitious name if the association has first registered the
name in the manner required under chapter 602 of NRS.
Sec. 185. NRS 89.250 is hereby amended to read as follows:
89.250 1. Except as otherwise provided in subsection 2, a
professional association shall, on or before the [first] last day of the
[second] first month after the filing of its articles of association
with the Secretary of State, and annually thereafter on or before the
last day of the month in which the anniversary date of its
organization occurs in each year, furnish a statement to the
Secretary of State showing the names and [residence] addresses ,
either residence or business, of all members and employees in the
professional association and certifying that all members and
employees are licensed to render professional service in this state.
2. A professional association organized and practicing pursuant
to the provisions of this chapter and NRS 623.349 shall, on or
before the [first] last day of the [second] first month after the filing
of its articles of association with the Secretary of State, and
annually thereafter on or before the last day of the month in which
the anniversary date of its organization occurs in each year, furnish
a statement to the Secretary of State:
(a) Showing the names and [residence] addresses , either
residence or business, of all members and employees of the
professional association who are licensed or otherwise authorized
by law to render professional service in this state;
(b) Certifying that all members and employees who render
professional service are licensed or otherwise authorized by law to
render professional service in this state; and
(c) Certifying that all members who are not licensed to render
professional service in this state do not render professional service
on behalf of the professional association except as authorized by
law.
3. Each statement filed pursuant to this section must be:
(a) Made on a form prescribed by the Secretary of State and
must not contain any fiscal or other information except that
expressly called for by this section.
(b) Signed by the chief executive officer of the professional
association.
(c) Accompanied by a declaration under penalty of perjury that
the professional association [has] :
(1) Has complied with the provisions of chapter 364A of
NRS [.] ; and
(2) Acknowledges that pursuant to NRS 239.330, it is a
category C felony to knowingly offer any false or forged
instrument for filing in the Office of the Secretary of State.
4. Upon filing:
(a) The initial statement required by this section, the
professional association shall pay to the Secretary of State a fee of
[$165.] $125.
(b) Each annual statement required by this section, the
professional association shall pay to the Secretary of State a fee of
[$85.] $125.
5. As used in this section, “signed” means to have executed or
adopted a name, word or mark, including, without limitation, an
electronic signature as defined in NRS 719.100, with the present
intention to authenticate a document.
Sec. 186. NRS 89.252 is hereby amended to read as follows:
89.252 1. Each professional association that is required to
make a filing and pay the fee prescribed in NRS 89.250 but refuses
to do so within the time provided is in default.
2. For default, there must be added to the amount of the fee a
penalty of [$50.] $75. The fee and penalty must be collected as
provided in this chapter.
Sec. 187. NRS 89.254 is hereby amended to read as follows:
89.254 1. The Secretary of State shall [notify by letter]
provide written notice to each professional association which is in
default pursuant to the provisions of NRS 89.252. The written
notice [must be accompanied by] :
(a) Must include a statement indicating the amount of the filing
fee, penalties incurred and costs remaining unpaid.
(b) At the request of the professional association, may be
provided electronically.
2. On the first day of the [ninth] first anniversary of the month
following the month in which the filing was required, the articles of
association of the professional association is revoked and its right to
transact business is forfeited.
3. The Secretary of State shall compile a complete list
containing the names of all professional associations whose right to
[do] transact business has been forfeited.
4. The Secretary of State shall forthwith notify each [such]
professional association specified in subsection 3 by [letter]
providing written notice of the forfeiture of its right to transact
business. The written notice [must be accompanied by] :
(a) Must include a statement indicating the amount of the filing
fee, penalties incurred and costs remaining unpaid.
[4.] (b) At the request of the professional association, may be
provided electronically.
5. If the articles of association of a professional association are
revoked and the right to transact business is forfeited, all the
property and assets of the defaulting professional association must
be held in trust by its members, as for insolvent corporations, and
the same proceedings may be had with respect to its property and
assets as apply to insolvent corporations. Any interested person
may institute proceedings at any time after a forfeiture has been
declared, but if the Secretary of State reinstates the articles of
association the proceedings must be dismissed and all property
restored to the members of the professional association.
[5.] 6. If the assets of the professional association are
distributed, they must be applied to:
(a) The payment of the filing fee, penalties and costs due to the
State; and
(b) The payment of the creditors of the professional
association.
Any balance remaining must be distributed as set forth in the articles
of association or, if no such provisions exist, among the members
of the professional association.
Sec. 188. NRS 89.256 is hereby amended to read as follows:
89.256 1. Except as otherwise provided in subsections 3 and
4, the Secretary of State shall reinstate any professional association
which has forfeited its right to transact business under the
provisions of this chapter and restore the right to carry on business
in this state and exercise its privileges and immunities if it:
(a) Files with the Secretary of State [the] :
(1) The statement and certification required by NRS 89.250;
and
(2) A certificate of acceptance of appointment signed by its
resident agent; and
(b) Pays to the Secretary of State:
(1) The filing fee and penalty set forth in NRS 89.250 and
89.252 for each year or portion thereof during which the articles of
association have been revoked; and
(2) A fee of [$200] $300 for reinstatement.
2. When the Secretary of State reinstates the professional
association , [to its former rights,] he shall[:
(a) Immediately issue and deliver to the association a certificate
of reinstatement authorizing it to transact business, as if the fees
had been paid when due; and
(b) Upon demand,] issue to the professional association a
[certified copy of the] certificate of reinstatement [.] if the
professional association:
(a) Requests a certificate of reinstatement; and
(b) Pays the required fees pursuant to subsection 8 of
NRS 78.785.
3. The Secretary of State shall not order a reinstatement unless
all delinquent fees and penalties have been paid, and the revocation
of the [association’s] articles of association occurred only by reason
of [its] the failure to pay the fees and penalties.
4. If the articles of association of a professional association
have been revoked pursuant to the provisions of this chapter and
have remained revoked for 10 consecutive years, the articles must
not be reinstated.
Sec. 189. NRS 90.360 is hereby amended to read as follows:
90.360 1. An applicant for licensing shall pay a
nonrefundable licensing fee, due annually in the following
amounts:
(a) Broker-dealer, [$150.] $300.
(b) Sales representative, [$55.] $110.
(c) Investment adviser, [$150.] $300.
(d) Representative of an investment adviser, [$55.] $110.
2. The Administrator by regulation may require licensing of
branch offices and impose a fee for the licensing and an annual fee.
3. For the purpose of this section, a “branch office” means any
place of business in this state other than the principal office in the
state of the broker-dealer, from which one or more sales
representatives transact business.
Sec. 190. NRS 90.380 is hereby amended to read as follows:
90.380 1. Unless a proceeding under NRS 90.420 has been
instituted, the license of any broker-dealer, sales representative,
investment adviser or representative of an investment adviser
becomes effective 30 days after an application for licensing has
been filed and is complete, including any amendment, if all
requirements imposed pursuant to NRS 90.370 and 90.375 have
been satisfied. An application or amendment is complete when the
applicant has furnished information responsive to each applicable
item of the application. The Administrator may authorize an earlier
effective date of licensing.
2. The license of a broker-dealer, sales representative,
investment adviser or representative of an investment adviser is
effective until terminated by revocation, suspension, expiration or
withdrawal.
3. The license of a sales representative is only effective with
respect to transactions effected on behalf of the broker-dealer or
issuer for whom the sales representative is licensed.
4. A person shall not at any one time act as a sales
representative for more than one broker-dealer or for more than one
issuer, unless the Administrator by regulation or order authorizes
multiple licenses.
5. If a person licensed as a sales representative terminates
association with a broker-dealer or issuer or ceases to be a sales
representative, the sales representative and the broker-dealer or
issuer on whose behalf the sales representative was acting shall
promptly notify the Administrator.
6. The Administrator by regulation may authorize one or more
special classifications of licenses as a broker-dealer, sales
representative, investment adviser or representative of an
investment adviser to be issued to applicants subject to limitations
and conditions on the nature of the activities that may be conducted
by persons so licensed.
7. The license of a broker-dealer, sales representative,
investment adviser or representative of an investment adviser
expires if:
(a) The statement required pursuant to NRS 90.375 is not
submitted when it is due; or
(b) The annual fee required by NRS 90.360 is not paid when it is
due.
8. A license that has expired may be reinstated retroactively if
the licensed person:
(a) Submits the statement required pursuant to NRS 90.375; and
(b) Pays the fee required by NRS 90.360, plus a fee for
reinstatement in the amount of [$25,] $50,
within 30 days after the date of expiration. If the license is not
reinstated within that time, it shall be deemed to have lapsed as of
the date of expiration, and the licensed person must thereafter
submit a new application for licensing if he desires to be relicensed.
Sec. 191. NRS 90.456 is hereby amended to read as follows:
90.456 1. The Administrator may charge a fee not to exceed
[.25] 0.5 percent of the total value of each transaction involving the
purchase, sale or other transfer of a security conducted by a
securities exchange located in this state.
2. The Administrator may adopt by regulation or order, and
shall cause to be published, a table of fees based upon the direct
cost of regulating the securities exchange.
Sec. 192. NRS 90.500 is hereby amended to read as follows:
90.500 1. A registration statement may be filed by the issuer,
any other person on whose behalf the offering is to be made, or a
broker-dealer licensed under this chapter.
2. Except as otherwise provided in subsection 3, a person filing
a registration statement shall pay a filing fee of [one-tenth of 1] 0.2
percent of the maximum aggregate offering price at which the
registered securities are to be offered in this state, but not less than
[$350] $700 or more than [$2,500.] $5,000. If a registration
statement is withdrawn before the effective date or a pre-effective
order is entered under NRS 90.510, the Administrator shall retain
the fee.
3. An open-end management company, a face amount
certificate company or a unit investment trust, as defined in the
Investment Company Act of 1940, may register an indefinite
amount of securities under a registration statement. The registrant
shall pay:
(a) A fee of [$500] $1,000 at the time of filing; and
(b) Within 60 days after the registrant’s fiscal year during which
its statement is effective, a fee of [$2,000,] $4,000, or file a report
on a form the Administrator adopts, specifying its sale of securities
to persons in this state during the fiscal year and pay a fee of [one
-tenth of 1] 0.2 percent of the aggregate sales price of the securities
sold to persons in this state, but the latter fee must not be less than
[$350] $700 or more than [$2,500.] $5,000.
4. Except as otherwise permitted by subsection 3, a statement
must specify:
(a) The amount of securities to be offered in this state and the
states in which a statement or similar document in connection with
the offering has been or is to be filed; and
(b) Any adverse order, judgment or decree entered by a
securities agency or administrator in any state or by a court or the
Securities and Exchange Commission in connection with the
offering.
5. A document filed under this chapter as now or previously in
effect, within 5 years before the filing of a registration statement,
may be incorporated by reference in the registration statement if the
document is currently accurate.
6. The Administrator by regulation or order may permit the
omission of an item of information or document from a statement.
7. In the case of a nonissuer offering, the Administrator may
not require information under subsection 13 or NRS 90.510 [or
subsection 13 of this section] unless it is known to the person filing
the registration statement or to the person on whose behalf the
offering is to be made, or can be furnished by one of them without
unreasonable effort or expense.
8. In the case of a registration under NRS 90.480 or 90.490 by
an issuer who has no public market for its shares and no significant
earnings from continuing operations during the last 5 years or any
shorter period of its existence, the Administrator by regulation or
order may require as a condition of registration that the following
securities be deposited in escrow for not more than 3 years:
(a) A security issued to a promoter within the 3 years
immediately before the offering or to be issued to a promoter for a
consideration substantially less than the offering price; and
(b) A security issued to a promoter for a consideration other
than cash, unless the registrant demonstrates that the value of the
noncash consideration received in exchange for the security is
substantially equal to the offering price for the security.
The Administrator by regulation may determine the conditions of an
escrow required under this subsection, but the Administrator may
not reject a depository solely because of location in another state.
9. The Administrator by regulation may require as a condition
of registration under NRS 90.480 or 90.490 that the proceeds from
the sale of the registered security in this state must be impounded
until the issuer receives a specified amount from the sale of the
security. The Administrator by regulation or order may determine
the conditions of an impounding arrangement required under this
subsection, but the Administrator may not reject a depository solely
because of its location in another state.
10. If a security is registered pursuant to NRS 90.470 or
90.480, the prospectus filed under the Securities Act of 1933 must
be delivered to each purchaser in accordance with the requirements
of that act for the delivery of a prospectus.
11. If a security is registered pursuant to NRS 90.490, an
offering document containing information the Administrator by
regulation or order designates must be delivered to each purchaser
with or before the earliest of:
(a) The first written offer made to the purchaser by or for the
account of the issuer or another person on whose behalf the offering
is being made or by an underwriter or broker-dealer who is offering
part of an unsold allotment or subscription taken by it as a
participant in the distribution;
(b) Confirmation of a sale made by or for the account of a
person named in paragraph (a);
(c) Payment pursuant to a sale; or
(d) Delivery pursuant to a sale.
12. Except for a registration statement under which an
indefinite amount of securities are registered as provided in
subsection 3, a statement remains effective for 1 year after its
effective date unless the Administrator by regulation extends the
period of effectiveness. A registration statement under which an
indefinite amount of securities are registered remains effective until
60 days after the beginning of the registrant’s next fiscal year
following the date the statement was filed. All outstanding
securities of the same class as a registered security are considered
to be registered for the purpose of a nonissuer transaction while the
registration statement is effective, unless the Administrator by
regulation or order provides otherwise. A registration statement
may not be withdrawn after its effective date if any of the securities
registered have been sold in this state, unless the Administrator by
regulation or order provides otherwise. No registration statement is
effective while an order is in effect under subsection 1 of
NRS 90.510.
13. During the period that an offering is being made pursuant
to an effective registration statement, the Administrator by
regulation or order may require the person who filed the registration
statement to file reports, not more often than quarterly, to keep
reasonably current the information contained in the registration
statement and to disclose the progress of the offering.
14. A registration statement filed under NRS 90.470 or 90.480
may be amended after its effective date to increase the securities
specified to be offered and sold. The amendment becomes effective
upon filing of the amendment and payment of an additional filing
fee of 3 times the fee otherwise payable, calculated in the manner
specified in subsection 2, with respect to the additional securities to
be offered and sold. The effectiveness of the amendment relates
back to the date or dates of sale of the additional securities being
registered.
15. A registration statement filed under NRS 90.490 may be
amended after its effective date to increase the securities specified
to be offered and sold, if the public offering price and underwriters’
discounts and commissions are not changed from the respective
amounts which the Administrator was informed. The amendment
becomes effective when the Administrator so orders and relates
back to the date of sale of the additional securities being registered.
A person filing an amendment shall pay an additional filing fee of 3
times the fee otherwise payable, calculated in the manner specified
in subsection 2, with respect to the additional securities to be
offered and sold.
Sec. 193. NRS 90.520 is hereby amended to read as follows:
90.520 1. As used in this section:
(a) “Guaranteed” means guaranteed as to payment of all or
substantially all of principal and interest or dividends.
(b) “Insured” means insured as to payment of all or substantially
all of principal and interest or dividends.
2. Except as otherwise provided in subsections 4 and 5, the
following securities are exempt from NRS 90.460 and 90.560:
(a) A security, including a revenue obligation, issued, insured or
guaranteed by the United States, an agency or corporate or other
instrumentality of the United States, an international agency or
corporate or other instrumentality of which the United States and
one or more foreign governments are members, a state, a political
subdivision of a state, or an agency or corporate or other
instrumentality of one or more states or their political subdivisions,
or a certificate of deposit for any of the foregoing, but this
exemption does not include a security payable solely from revenues
to be received from an enterprise unless the:
(1) Payments are insured or guaranteed by the United States,
an agency or corporate or other instrumentality of the United States,
an international agency or corporate or other instrumentality of
which the United States and one or more foreign governments are
members, a state, a political subdivision of a state, or an agency or
corporate or other instrumentality of one or more states or their
political subdivisions, or by a person whose securities are exempt
from registration pursuant to paragraphs (b) to (e), inclusive, or (g),
or the revenues from which the payments are to be made are a
direct obligation of such a person;
(2) Security is issued by this state or an agency,
instrumentality or political subdivision of this state; or
(3) Payments are insured or guaranteed by a person who,
within the 12 months next preceding the date on which the
securities are issued, has received a rating within one of the top four
rating categories of either Moody’s Investors Service, Inc., or
Standard and Poor’s Ratings Services.
(b) A security issued, insured or guaranteed by Canada, a
Canadian province or territory, a political subdivision of Canada or
of a Canadian province or territory, an agency or corporate or other
instrumentality of one or more of the foregoing, or any other
foreign government or governmental combination or entity with
which the United States maintains diplomatic relations, if the
security is recognized as a valid obligation by the issuer, insurer or
guarantor.
(c) A security issued by and representing an interest in or a
direct obligation of a depository institution if the deposit or share
accounts of the depository institution are insured by the Federal
Deposit Insurance Corporation, the National Credit Union Share
Insurance Fund or a successor to an applicable agency authorized
by federal law.
(d) A security issued by and representing an interest in or a
direct obligation of, or insured or guaranteed by, an insurance
company organized under the laws of any state and authorized to do
business in this state.
(e) A security issued or guaranteed by a railroad, other common
carrier, public utility or holding company that is:
(1) Subject to the jurisdiction of the Surface Transportation
Board;
(2) A registered holding company under the Public Utility
Holding Company Act of 1935 or a subsidiary of a registered
holding company within the meaning of that act;
(3) Regulated in respect to its rates and charges by a
governmental authority of the United States or a state; or
(4) Regulated in respect to the issuance or guarantee of the
security by a governmental authority of the United States, a state,
Canada, or a Canadian province or territory.
(f) Equipment trust certificates in respect to equipment leased or
conditionally sold to a person, if securities issued by the person
would be exempt pursuant to this section.
(g) A security listed or approved for listing upon notice of
issuance on the New York Stock Exchange, the American Stock
Exchange, the [Midwest] Chicago Stock Exchange, the Pacific
Stock Exchange or other exchange designated by the Administrator,
any other security of the same issuer which is of senior or
substantially equal rank, a security called for by subscription right
or warrant so listed or approved, or a warrant or right to purchase or
subscribe to any of the foregoing.
(h) A security designated or approved for designation upon
issuance or notice of issuance for inclusion in the national market
system by the National Association of Securities Dealers, Inc., any
other security of the same issuer which is of senior or substantially
equal rank, a security called for by subscription right or warrant so
designated, or a warrant or a right to purchase or subscribe to any of
the foregoing.
(i) An option issued by a clearing agency registered under the
Securities Exchange Act of 1934, other than an off-exchange
futures contract or substantially similar arrangement, if the security,
currency, commodity[,] or other interest underlying the option is:
(1) Registered under NRS 90.470, 90.480 or 90.490;
(2) Exempt pursuant to this section; or
(3) Not otherwise required to be registered under this
chapter.
(j) A security issued by a person organized and operated not for
private profit but exclusively for a religious, educational,
benevolent, charitable, fraternal, social, athletic or reformatory
purpose, or as a chamber of commerce , or trade or professional
association if at least 10 days before the sale of the security the
issuer has filed with the Administrator a notice setting forth the
material terms of the proposed sale and copies of any sales and
advertising literature to be used and the Administrator by order
does not disallow the exemption within the next 5 full business
days.
(k) A promissory note, draft, bill of exchange or banker’s
acceptance that evidences an obligation to pay cash within 9
months after the date of issuance, exclusive of days of grace, is
issued in denominations of at least $50,000 and receives a rating in
one of the three highest rating categories from a nationally
recognized statistical rating organization, or a renewal of such an
obligation that is likewise limited, or a guarantee of such an
obligation or of a renewal.
(l) A security issued in connection with an employees’ stock
purchase, savings, option, profit-sharing, pension or similar
employees’ benefit plan.
(m) A membership or equity interest in, or a retention certificate
or like security given in lieu of a cash patronage dividend issued by,
a cooperative organized and operated as a nonprofit membership
cooperative under the cooperative laws of any state if not traded to
the general public.
(n) A security issued by an issuer registered as an open-end
management investment company or unit investment trust under
section 8 of the Investment Company Act of 1940 if:
(1) The issuer is advised by an investment adviser that is a
depository institution exempt from registration under the
Investment Advisers Act of 1940 or that is currently registered as
an investment adviser, and has been registered, or is affiliated with
an adviser that has been registered, as an investment adviser under
the Investment Advisers Act of 1940 for at least 3 years next
preceding an offer or sale of a security claimed to be exempt
pursuant to this paragraph, and the issuer has acted, or is affiliated
with an investment adviser that has acted, as investment adviser to
one or more registered investment companies or unit investment
trusts for at least 3 years next preceding an offer or sale of a
security claimed to be exempt under this paragraph; or
(2) The issuer has a sponsor that has at all times throughout
the 3 years before an offer or sale of a security claimed to be
exempt pursuant to this paragraph sponsored one or more registered
investment companies or unit investment trusts the aggregate total
assets of which have exceeded $100,000,000.
3. For the purpose of paragraph (n) of subsection 2, an
investment adviser is affiliated with another investment adviser if it
controls, is controlled by, or is under common control with the
other investment adviser.
4. The exemption provided by paragraph (n) of subsection 2 is
available only if the person claiming the exemption files with the
Administrator a notice of intention to sell which sets forth the name
and address of the issuer and the securities to be offered in this state
and pays a fee [of:
(a) Two hundred and fifty dollars] :
(a) Of $500 for the initial claim of exemption and the same
amount at the beginning of each fiscal year thereafter in which
securities are to be offered in this state, in the case of an open-end
management company; or
(b) [One hundred and fifty dollars] Of $300 for the initial claim
of exemption in the case of a unit investment trust.
5. An exemption provided by paragraph (c), (e), (f), (i) or (k)
of subsection 2 is available only if, within the 12 months
immediately preceding the use of the exemption, a notice of claim
of exemption has been filed with the Administrator and a
nonrefundable fee of [$150] $300 has been paid.
Sec. 194. NRS 90.530 is hereby amended to read as follows:
90.530 The following transactions are exempt from NRS
90.460 and 90.560:
1. An isolated nonissuer transaction, whether or not effected
through a broker-dealer.
2. A nonissuer transaction in an outstanding security if the
issuer of the security has a class of securities subject to registration
under section 12 of the Securities Exchange Act of 1934, 15 U.S.C.
§ 781, and has been subject to the reporting requirements of section
13 or [15(c)] 15(d) of the Securities Exchange Act of 1934, 15
U.S.C. §§ 78m and 78o(d), for not less than 90 days next preceding
the transaction, or has filed and maintained with the Administrator
for not less than 90 days preceding the transaction information, in
such form as the Administrator, by regulation, specifies,
substantially comparable to the information the issuer would be
required to file under section 12(b) or 12(g) of the Securities
Exchange Act of 1934, 15 U.S.C. §§ 78l(b) and 78l(g), were the
issuer to have a class of its securities registered under section 12 of
the Securities Exchange Act of 1934, 15 U.S.C. § 78l, and paid a
fee of $300 with the filing . [of $150.]
3. A nonissuer transaction by a sales representative licensed in
this state, in an outstanding security if:
(a) The security is sold at a price reasonably related to the
current market price of the security at the time of the transaction;
(b) The security does not constitute all or part of an unsold
allotment to, or subscription or participation by, a broker-dealer as
an underwriter of the security;
(c) At the time of the transaction, a recognized securities manual
designated by the Administrator by regulation or order contains the
names of the issuer’s officers and directors, a statement of the
financial condition of the issuer as of a date within the preceding 18
months, and a statement of income or operations for each of the last
2 years next preceding the date of the statement of financial
condition, or for the period as of the date of the statement of
financial condition if the period of existence is less than 2 years;
(d) The issuer of the security has not undergone a major
reorganization, merger or acquisition within the preceding 30 days
which is not reflected in the information contained in the manual;
and
(e) At the time of the transaction, the issuer of the security has a
class of equity security listed on the New York Stock Exchange,
American Stock Exchange or other exchange designated by the
Administrator, or on the National Market System of the National
Association of Securities Dealers Automated Quotation System. The
requirements of this paragraph do not apply if:
(1) The security has been outstanding for at least 180 days;
(2) The issuer of the security is actually engaged in business
and is not developing his business, in bankruptcy or in receivership;
and
(3) The issuer of the security has been in continuous
operation for at least 5 years.
4. A nonissuer transaction in a security that has a fixed
maturity or a fixed interest or dividend provision if there has been
no default during the current fiscal year or within the 3 preceding
years, or during the existence of the issuer, and any predecessors if
less than 3 years, in the payment of principal, interest or dividends
on the security.
5. A nonissuer transaction effected by or through a registered
broker-dealer pursuant to an unsolicited order or offer to purchase.
6. A transaction between the issuer or other person on whose
behalf the offering of a security is made and an underwriter, or a
transaction among underwriters.
7. A transaction in a bond or other evidence of indebtedness
secured by a real estate mortgage, deed of trust, personal property
security agreement, or by an agreement for the sale of real estate or
personal property, if the entire mortgage, deed of trust or
agreement, together with all the bonds or other evidences of
indebtedness secured thereby, is offered and sold as a unit.
8. A transaction by an executor, administrator, sheriff, marshal,
receiver, trustee in bankruptcy, guardian or conservator.
9. A transaction executed by a bona fide secured party without
the purpose of evading this chapter.
10. An offer to sell or the sale of a security to a financial or
institutional investor or to a broker-dealer.
11. Except as otherwise provided in this subsection, a
transaction pursuant to an offer to sell securities of an issuer if:
(a) The transaction is part of an issue in which there are not
more than 25 purchasers in this state, other than those designated in
subsection 10, during any 12 consecutive months;
(b) No general solicitation or general advertising is used in
connection with the offer to sell or sale of the securities;
(c) No commission or other similar compensation is paid or
given, directly or indirectly, to a person, other than a broker-dealer
licensed or not required to be licensed under this chapter, for
soliciting a prospective purchaser in this state; and
(d) One of the following conditions is satisfied:
(1) The seller reasonably believes that all the purchasers in
this state, other than those designated in subsection 10, are
purchasing for investment; or
(2) Immediately before and immediately after the
transaction, the issuer reasonably believes that the securities of the
issuer are held by 50 or fewer beneficial owners, other than those
designated in subsection 10, and the transaction is part of an
aggregate offering that does not exceed $500,000 during any 12
consecutive months.
The Administrator by rule or order as to a security or transaction or
a type of security or transaction[,] may withdraw or further
condition the exemption set forth in this subsection or waive one or
more of the conditions of the exemption.
12. An offer to sell or sale of a preorganization certificate or
subscription if:
(a) No commission or other similar compensation is paid or
given, directly or indirectly, for soliciting a prospective subscriber;
(b) No public advertising or general solicitation is used in
connection with the offer to sell or sale;
(c) The number of offers does not exceed 50;
(d) The number of subscribers does not exceed 10; and
(e) No payment is made by a subscriber.
13. An offer to sell or sale of a preorganization certificate or
subscription issued in connection with the organization of a
depository institution if that organization is under the supervision of
an official or agency of a state or of the United States which has
and exercises the authority to regulate and supervise the
organization of the depository institution. For the purpose of this
subsection, “under the supervision of an official or agency” means
that the official or agency by law has authority to require
disclosures to prospective investors similar to those required under
NRS 90.490, impound proceeds from the sale of a preorganization
certificate or subscription until organization of the depository
institution is completed, and require refund to investors if the
depository institution does not obtain a grant of authority from the
appropriate official or agency.
14. A transaction pursuant to an offer to sell to existing
security holders of the issuer, including persons who at the time of
the transaction are holders of transferable warrants exercisable
within not more than 90 days after their issuance, convertible
securities or nontransferable warrants, if:
(a) No commission or other similar compensation , other than a
standby commission, is paid or given, directly or indirectly, for
soliciting a security holder in this state; or
(b) The issuer first files a notice specifying the terms of the offer
to sell, together with a nonrefundable fee of [$150,] $300, and the
Administrator does not by order disallow the exemption within the
next 5 full business days.
15. A transaction involving an offer to sell, but not a sale, of a
security not exempt from registration under the Securities Act of
1933, 15 U.S.C. §§ 77a et seq., if:
(a) A registration or offering statement or similar document as
required under the Securities Act of 1933, 15 U.S.C. §§ 77a et seq.,
has been filed, but is not effective;
(b) A registration statement, if required, has been filed under
this chapter, but is not effective; and
(c) No order denying, suspending or revoking the effectiveness
of registration, of which the offeror is aware, has been entered by
the Administrator or the Securities and Exchange Commission, and
no examination or public proceeding that may culminate in that
kind of order is known by the offeror to be pending.
16. A transaction involving an offer to sell, but not a sale, of a
security exempt from registration under the Securities Act of 1933,
15 U.S.C. §§ 77a et seq., if:
(a) A registration statement has been filed under this chapter, but
is not effective; and
(b) No order denying, suspending or revoking the effectiveness
of registration, of which the offeror is aware, has been entered by
the Administrator and no examination or public proceeding that
may culminate in that kind of order is known by the offeror to be
pending.
17. A transaction involving the distribution of the securities of
an issuer to the security holders of another person in connection
with a merger, consolidation, exchange of securities, sale of assets
or other reorganization to which the issuer, or its parent or
subsidiary, and the other person, or its parent or subsidiary, are
parties, if:
(a) The securities to be distributed are registered under the
Securities Act of 1933, 15 U.S.C. §§ 77a et seq., before the
consummation of the transaction; or
(b) The securities to be distributed are not required to be
registered under the Securities Act of 1933, 15 U.S.C. §§ 77a et
seq., written notice of the transaction and a copy of the materials, if
any, by which approval of the transaction will be solicited, together
with a nonrefundable fee of [$150,] $300, are given to the
Administrator at least 10 days before the consummation of the
transaction and the Administrator does not, by order, disallow
the exemption within the next 10 days.
18. A transaction involving the offer to sell or sale of one or
more promissory notes each of which is directly secured by a first
lien on a single parcel of real estate, or a transaction involving the
offer to sell or sale of participation interests in the notes if the notes
and participation interests are originated by a depository institution
and are offered and sold subject to the following conditions:
(a) The minimum aggregate sales price paid by each purchaser
may not be less than $250,000;
(b) Each purchaser must pay cash either at the time of the sale or
within 60 days after the sale; and
(c) Each purchaser may buy for his own account only.
19. A transaction involving the offer to sell or sale of one or
more promissory notes directly secured by a first lien on a single
parcel of real estate or participating interests in the notes, if the
notes and interests are originated by a mortgagee approved by the
Secretary of Housing and Urban Development under sections 203
and 211 of the National Housing Act, 12 U.S.C. §§ 1709 and
1715b, and are offered or sold, subject to the conditions specified in
subsection 18, to a depository institution or insurance company, the
Federal Home Loan Mortgage Corporation, the Federal National
Mortgage Association or the Government National Mortgage
Association.
20. A transaction between any of the persons described in
subsection 19 involving a nonassignable contract to buy or sell the
securities described in subsection 18 if the contract is to be
completed within 2 years and if:
(a) The seller of the securities pursuant to the contract is one of
the parties described in subsection 18 or 19 who may originate
securities;
(b) The purchaser of securities pursuant to a contract is any
other person described in subsection 19; and
(c) The conditions described in subsection 18 are fulfilled.
21. A transaction involving one or more promissory notes
secured by a lien on real estate, or participating interests in those
notes, by:
(a) A mortgage company licensed pursuant to chapter 645E of
NRS to engage in those transactions; or
(b) A mortgage broker licensed pursuant to chapter 645B of
NRS to engage in those transactions.
Sec. 195. NRS 90.540 is hereby amended to read as follows:
90.540 The Administrator by regulation or order may:
1. Exempt any other security or transaction or class of
securities or transactions from NRS 90.460 and 90.560.
2. Adopt a transactional exemption for limited offerings that
will further the objectives of compatibility with the exemptions
from securities registration authorized by the Securities Act of 1933
and uniformity among the states.
3. Require the filing of a notice and the payment of a fee not
greater than [$250] $500 for an exemption adopted pursuant to this
section.
Sec. 196. Chapter 92A of NRS is hereby amended by adding
thereto a new section to read as follows:
1. Each document filed with the Secretary of State pursuant
to this chapter must be on or accompanied by a form prescribed
by the Secretary of State.
2. The Secretary of State may refuse to file a document which
does not comply with subsection 1 or which does not contain all
of the information required by statute for filing the document.
3. If the provisions of the form prescribed by the Secretary of
State conflict with the provisions of any document that is
submitted for filing with the form:
(a) The provisions of the form control for all purposes with
respect to the information that is required by statute to appear in
the document in order for the document to be filed; and
(b) Unless otherwise provided in the document, the provisions
of the document control in every other situation.
4. The Secretary of State may by regulation provide for the
electronic filing of documents with the Office of the Secretary of
State.
Sec. 197. NRS 92A.190 is hereby amended to read as follows:
92A.190 1. One or more foreign entities may merge or enter
into an exchange of owner’s interests with one or more domestic
entities if:
(a) In a merger, the merger is permitted by the law of the
jurisdiction under whose law each foreign entity is organized and
governed and each foreign entity complies with that law in
effecting the merger;
(b) In an exchange, the entity whose owner’s interests will be
acquired is a domestic entity, whether or not an exchange of
owner’s interests is permitted by the law of the jurisdiction under
whose law the acquiring entity is organized;
(c) The foreign entity complies with NRS 92A.200 to 92A.240,
inclusive, if it is the surviving entity in the merger or acquiring
entity in the exchange and sets forth in the articles of merger or
exchange its address where copies of process may be sent by the
Secretary of State; and
(d) Each domestic entity complies with the applicable provisions
of NRS 92A.100 to 92A.180, inclusive, and, if it is the surviving
entity in the merger or acquiring entity in the exchange, with NRS
92A.200 to 92A.240, inclusive.
2. When the merger or exchange takes effect, the surviving
foreign entity in a merger and the acquiring foreign entity in an
exchange shall be deemed:
(a) To appoint the Secretary of State as its agent for service of
process in a proceeding to enforce any obligation or the rights of
dissenting owners of each domestic entity that was a party to the
merger or exchange. Service of such process must be made by
personally delivering to and leaving with the Secretary of State
duplicate copies of the process and the payment of a fee of [$50]
$100 for accepting and transmitting the process. The Secretary of
State shall forthwith send by registered or certified mail one of the
copies to the surviving or acquiring entity at its specified address,
unless the surviving or acquiring entity has designated in writing to
the Secretary of State a different address for that purpose, in which
case it must be mailed to the last address so designated.
(b) To agree that it will promptly pay to the dissenting owners of
each domestic entity that is a party to the merger or exchange the
amount, if any, to which they are entitled under or created pursuant
to NRS 92A.300 to 92A.500, inclusive.
3. This section does not limit the power of a foreign entity to
acquire all or part of the owner’s interests of one or more classes or
series of a domestic entity through a voluntary exchange or
otherwise.
Sec. 198. NRS 92A.195 is hereby amended to read as follows:
92A.195 1. One foreign entity or foreign general partnership
may convert into one domestic entity if:
(a) The conversion is permitted by the law of the jurisdiction
governing the foreign entity or foreign general partnership and the
foreign entity or foreign general partnership complies with that law
in effecting the conversion;
(b) The foreign entity or foreign general partnership complies
with the applicable provisions of NRS 92A.205 and, if it is the
resulting entity in the conversion, with NRS 92A.210 to 92A.240,
inclusive; and
(c) The domestic entity complies with the applicable provisions
of NRS 92A.105, 92A.120, 92A.135, 92A.140 and 92A.165 and, if
it is the resulting entity in the conversion, with NRS 92A.205 to
92A.240, inclusive.
2. When the conversion takes effect, the resulting foreign entity
in a conversion shall be deemed to have appointed the Secretary of
State as its agent for service of process in a proceeding to enforce
any obligation. Service of process must be made personally by
delivering to and leaving with the Secretary of State duplicate
copies of the process and the payment of a fee of [$25] $100 for
accepting and transmitting the process. The Secretary of State shall
send one of the copies of the process by registered or certified mail
to the resulting entity at its specified address, unless the resulting
entity has designated in writing to the Secretary of State a different
address for that purpose, in which case it must be mailed to the last
address so designated.
Sec. 199. NRS 92A.200 is hereby amended to read as follows:
92A.200 After a plan of merger or exchange is approved as
required by this chapter, the surviving or acquiring entity shall
deliver to the Secretary of State for filing articles of merger or
exchange setting forth:
1. The name and jurisdiction of organization of each
constituent entity;
2. That a plan of merger or exchange has been adopted by each
constituent entity[;] or the parent domestic entity only, if the
merger is pursuant to NRS 92A.180;
3. If approval of the owners of one or more constituent entities
was not required, a statement to that effect and the name of each
entity;
4. If approval of owners of one or more constituent entities was
required, the name of each entity and a statement for each entity
that:
(a) The plan was approved by the required consent of the
owners; or
(b) A plan was submitted to the owners pursuant to this chapter
including:
(1) The designation, percentage of total vote or number of
votes entitled to be cast by each class of owner’s interests entitled
to vote separately on the plan; and
(2) Either the total number of votes or percentage of owner’s
interests cast for and against the plan by the owners of each class of
interests entitled to vote separately on the plan or the total number
of undisputed votes or undisputed total percentage of owner’s
interests cast for the plan separately by the owners of each
class,
and the number of votes or percentage of owner’s interests cast for
the plan by the owners of each class of interests was sufficient for
approval by the owners of that class;
5. In the case of a merger, the amendment, if any, to the articles
of incorporation, articles of organization, certificate of limited
partnership or certificate of trust of the surviving entity, which
amendment may be set forth in the articles of merger as a specific
amendment or in the form of:
(a) Amended and restated articles of incorporation;
(b) Amended and restated articles of organization;
(c) An amended and restated certificate of limited partnership;
or
(d) An amended and restated certificate of trust,
or attached in that form as an exhibit; and
6. If the entire plan of merger or exchange is not set forth, a
statement that the complete executed plan of merger or plan of
exchange is on file at the registered office if a corporation, limited-
liability company or business trust, or office described in paragraph
(a) of subsection 1 of NRS 88.330 if a limited partnership, or other
place of business of the surviving entity or the acquiring entity,
respectively.
Any of the terms of the plan of merger, conversion or exchange may
be made dependent upon facts ascertainable outside of the plan of
merger, conversion or exchange, provided that the plan of merger,
conversion or exchange clearly and expressly sets forth the manner
in which such facts shall operate upon the terms of the plan. As
used in this section, the term “facts” includes, without limitation,
the occurrence of an event, including a determination or action by a
person or body, including a constituent entity.
Sec. 200. NRS 92A.205 is hereby amended to read as follows:
92A.205 1. After a plan of conversion is approved as
required by this chapter, if the resulting entity is a domestic entity,
the constituent entity shall deliver to the Secretary of State for
filing:
(a) Articles of conversion setting forth:
(1) The name and jurisdiction of organization of the
constituent entity and the resulting entity; and
(2) That a plan of conversion has been adopted by the
constituent entity in compliance with the law of the jurisdiction
governing the constituent entity.
(b) The following constituent document of the domestic
resulting entity:
(1) If the resulting entity is a domestic corporation, the
articles of incorporation to be filed in compliance with chapter 78 ,
78A, 82 or 89 of NRS, as applicable;
(2) If the resulting entity is a domestic limited partnership,
the certificate of limited partnership to be filed in compliance with
chapter 88 of NRS;
(3) If the resulting entity is a domestic limited-liability
company, the articles of organization to be filed in compliance with
chapter 86 of NRS; or
(4) If the resulting entity is a domestic business trust, the
certificate of trust to be filed in compliance with chapter 88A of
NRS.
(c) A certificate of acceptance of appointment of a resident
agent for the resulting entity which is executed by the resident
agent.
2. After a plan of conversion is approved as required by this
chapter, if the resulting entity is a foreign entity, the constituent
entity shall deliver to the Secretary of State for filing articles of
conversion setting forth:
(a) The name and jurisdiction of organization of the constituent
entity and the resulting entity;
(b) That a plan of conversion has been adopted by the
constituent entity in compliance with the laws of this state; and
(c) The address of the resulting entity where copies of process
may be sent by the Secretary of State.
3. If the entire plan of conversion is not set forth in the articles
of conversion, the filing party must include in the articles of
conversion a statement that the complete executed plan of
conversion is on file at the registered office or principal place
of business of the resulting entity or, if the resulting entity is a
domestic limited partnership, the office described in paragraph (a)
of subsection 1 of NRS 88.330.
4. If the conversion takes effect on a later date specified in the
articles of conversion pursuant to NRS 92A.240, the constituent
document filed with the Secretary of State pursuant to paragraph (b)
of subsection 1 must state the name and the jurisdiction of the
constituent entity and that the existence of the resulting entity does
not begin until the later date.
5. Any documents filed with the Secretary of State pursuant to
this section must be accompanied by the fees required pursuant to
this title for filing the constituent document.
Sec. 201. NRS 92A.210 is hereby amended to read as follows:
92A.210 1. Except as otherwise provided in this section, the
fee for filing articles of merger, articles of conversion, articles of
exchange, articles of domestication or articles of termination is
[$325.] $350. The fee for filing the constituent documents of a
domestic resulting entity is the fee for filing the constituent
documents determined by the chapter of NRS governing the
particular domestic resulting entity.
2. The fee for filing articles of merger of two or more domestic
corporations is the difference between the fee computed at the rates
specified in NRS 78.760 upon the aggregate authorized stock of the
corporation created by the merger and the fee computed upon the
aggregate amount of the total authorized stock of the constituent
corporation.
3. The fee for filing articles of merger of one or more domestic
corporations with one or more foreign corporations is the difference
between the fee computed at the rates specified in NRS 78.760
upon the aggregate authorized stock of the corporation created by
the merger and the fee computed upon the aggregate amount of the
total authorized stock of the constituent corporations which have
paid the fees required by NRS 78.760 and 80.050.
4. The fee for filing articles of merger of two or more domestic
or foreign corporations must not be less than [$325.] $350. The
amount paid pursuant to subsection 3 must not exceed [$25,000.]
$35,000.
Sec. 202. NRS 14.020 is hereby amended to read as follows:
14.020 1. Every corporation, limited-liability company,
limited-liability partnership, limited partnership, limited-liability
limited partnership, business trust and municipal corporation
created and existing under the laws of any other state, territory, or
foreign government, or the Government of the United States, doing
business in this state shall appoint and keep in this state a resident
agent who resides or is located in this state, upon whom all legal
process and any demand or notice authorized by law to be served
upon it may be served in the manner provided in subsection 2. The
corporation, limited-liability company, limited-liability partnership,
limited partnership, limited-liability limited partnership, business
trust or municipal corporation shall file with the Secretary of State a
certificate of acceptance of appointment signed by its resident
agent. The certificate must set forth the full name and address of the
resident agent. [The] A certificate of change of resident agent must
be [renewed] filed in the manner provided in title 7 of NRS
[whenever a change is made in the appointment or a vacancy occurs
in the agency.] if the corporation, limited-liability company,
limited-liability partnership, limited partnership, limited-liability
limited partnership, business trust or municipal corporation
desires to change its resident agent. A certificate of name change
of resident agent must be filed in the manner provided in title 7 of
NRS if the name of a resident is changed as a result of a merger,
conversion, exchange, sale, reorganization or amendment.
2. All legal process and any demand or notice authorized by
law to be served upon the foreign corporation, limited-liability
company, limited-liability partnership, limited partnership, limited
-liability limited partnership, business trust or municipal
corporation may be served upon the resident agent personally or by
leaving a true copy thereof with a person of suitable age and
discretion at the address shown on the current certificate of
acceptance filed with the Secretary of State.
3. Subsection 2 provides an additional mode and manner of
serving process, demand or notice and does not affect the validity
of any other service authorized by law.
Sec. 203. NRS 104.9525 is hereby amended to read as
follows:
104.9525 1. Except as otherwise provided in subsection 5,
the fee for filing and indexing a record under this part, other than an
initial financing statement of the kind described in subsection 2 of
NRS 104.9502, is:
(a) [Twenty] Forty dollars if the record is communicated in
writing and consists of one or two pages;
(b) [Forty] Sixty dollars if the record is communicated in writing
and consists of more than two pages, and [$1] $2 for each page over
20 pages;
(c) [Ten] Twenty dollars if the record is communicated by
another medium authorized by filing-office rule; and
(d) [One dollar] Two dollars for each additional debtor, trade
name or reference to another name under which business is done.
2. The filing officer may charge and collect [$1] $2 for each
page of copy or record of filings produced by him at the request of
any person.
3. Except as otherwise provided in subsection 5, the fee for
filing and indexing an initial financing statement of the kind
described in subsection 3 of NRS 104.9502 is:
(a) [Forty] Sixty dollars if the financing statement indicates that
it is filed in connection with a public-finance transaction; and
(b) [Twenty] Forty dollars if the financing statement indicates
that it is filed in connection with a manufactured-home transaction.
4. The fee for responding to a request for information from the
filing office, including for issuing a certificate showing whether
there is on file any financing statement naming a particular debtor,
is:
(a) [Twenty] Forty dollars if the request is communicated in
writing; and
(b) [Fifteen] Twenty dollars if the request is communicated by
another medium authorized by filing-office rule.
5. This section does not require a fee with respect to a
mortgage that is effective as a financing statement filed as a fixture
filing or as a financing statement covering as-extracted collateral or
timber to be cut under subsection 3 of NRS 104.9502. However, the
fees for recording and satisfaction which otherwise would be
applicable to the mortgage apply.
Sec. 204. NRS 105.070 is hereby amended to read as follows:
105.070 1. The Secretary of State or county recorder shall
mark any security instrument and any statement of change, merger
or consolidation presented for filing with the day and hour of filing
and the file number assigned to it. This mark is, in the absence of
other evidence, conclusive proof of the time and fact of
presentation for filing.
2. The Secretary of State or county recorder shall retain and
file all security instruments and statements of change, merger or
consolidation presented for filing.
3. The uniform fee for filing and indexing a security
instrument, or a supplement or amendment thereto, and a statement
of change, merger or consolidation, and for stamping a copy of
those documents furnished by the secured party or the public utility
to show the date and place of filing is:
(a) [Twenty] Forty dollars if the record is communicated in
writing and consists of one or two pages;
(b) [Forty] Sixty dollars if the record is communicated in writing
and consists of more than two pages, and [$1] $2 for each page over
20 pages;
(c) [Ten] Twenty dollars if the record is communicated by
another medium authorized by filing-office rule; and
(d) [One dollar] Two dollars for each additional debtor, trade
name or reference to another name under which business is done.
Sec. 205. NRS 105.080 is hereby amended to read as follows:
105.080 1. Upon the request of any person, the Secretary of
State shall issue his certificate showing whether there is on file, on
the date and hour stated therein, any presently effective security
instrument naming a particular public utility and, if there is, giving
the date and hour of filing of the instrument and the names and
addresses of each secured party. The uniform fee for such a
certificate is:
(a) [Twenty] Forty dollars if the request is communicated in
writing; and
(b) [Fifteen] Twenty dollars if the request is communicated by
another medium authorized by filing-office rule.
2. Upon request, the Secretary of State or a county recorder
shall furnish a copy of any filed security instrument upon payment
of the statutory fee for copies.
Sec. 206. NRS 116.3101 is hereby amended to read as
follows:
116.3101 1. A unit-owners’ association must be organized no
later than the date the first unit in the common-interest community
is conveyed.
2. The membership of the association at all times consists
exclusively of all units’ owners or, following termination of the
common-interest community, of all owners of former units entitled
to distributions of proceeds under NRS 116.2118, 116.21183 and
116.21185, or their heirs, successors or assigns.
3. The association must [be] :
(a) Be organized as a profit or nonprofit corporation, trust or
partnership[.] ;
(b) Include in its articles of incorporation, certificate of
registration or certificates of limited partnership, or any
certificate of amendment thereof, that the purpose of the
corporation is to operate as an association pursuant to this
chapter;
(c) Contain in its name the words “homeowners’ association”
or “unit-owners’ association”; and
(d) Comply with the provisions of chapters 78, 82, 87 and 88 of
NRS when filing articles of incorporation, certificates of
registration or certificates of limited partnership, or any certificate
of amendment thereof, with the Secretary of State.
Sec. 207. NRS 225.140 is hereby amended to read as follows:
225.140 1. Except as otherwise provided in subsection 2, in
addition to other fees authorized by law, the Secretary of State shall
charge and collect the following fees:
[For a copy of any law, joint resolution,
transcript of record, or other paper on file or of
record in his office, other than a document
required to be filed pursuant to title 24 of NRS,
per page............................................... $1.00
For a copy of any document required to be filed
pursuant to title 24 of NRS, per page $.50]
For certifying to [any such] a copy of any law,
joint resolution, transcript of record or other
paper on file or of record with the Secretary of
State, including, but not limited to, a
document required to be filed pursuant to title
24 of NRS, and use of the State Seal, for each
impression................................ [10.00] $20
For each passport or other document signed by
the Governor and attested by the Secretary of
State............................................. [10.00] 10
[For a negotiable instrument returned unpaid 10.00]
2. The Secretary of State:
(a) Shall charge a reasonable fee for searching records and
documents kept in his office.
(b) May charge or collect any filing or other fees for services
rendered by him to the State of Nevada, any local governmental
agency or agency of the Federal Government, or any officer thereof
in his official capacity or respecting his office or official duties.
(c) May not charge or collect a filing or other fee for:
(1) Attesting extradition papers or executive warrants for
other states.
(2) Any commission or appointment issued or made by the
Governor, either for the use of the State Seal or otherwise.
(d) May charge a reasonable fee, not to exceed:
(1) Five hundred dollars, for providing service within 2 hours
after the time the service is requested; and
(2) One hundred twenty-five dollars, for providing any other
special service, including, but not limited to, providing service
more than 2 hours but within 24 hours after the time the service is
requested, accepting documents filed by facsimile machine and
other use of new technology.
(e) Shall charge a fee, not to exceed the actual cost to the
Secretary of State, for providing:
(1) A copy of any record kept in his office that is stored on a
computer or on microfilm if the copy is provided on a tape, disc or
other medium used for the storage of information by a computer or
on duplicate film.
(2) Access to his computer database on which records are
stored.
3. From each fee collected pursuant to paragraph (d) of
subsection 2:
(a) The entire amount or [$50,] $62.50, whichever is less, of the
fee collected pursuant to subparagraph (1) of that paragraph and
half of the fee collected pursuant to subparagraph (2) of that
paragraph must be deposited with the State Treasurer for credit to
the Account for Special Services of the Secretary of State in the
State General Fund. Any amount remaining in the Account at the
end of a fiscal year in excess of $2,000,000 must be transferred to
the State General Fund. Money in the Account may be transferred
to the Secretary of State’s operating general fund budget account
and must only be used to create and maintain the capability of the
Office of the Secretary of State to provide special services,
including, but not limited to, providing service:
(1) On the day it is requested or within 24 hours; or
(2) Necessary to increase or maintain the efficiency of the
Office.
Any transfer of money from the Account for expenditure by the
Secretary of State must be approved by the Interim Finance
Committee.
(b) After deducting the amount required pursuant to paragraph
(a), the remainder must be deposited with the State Treasurer for
credit to the State General Fund.
Sec. 208. 1. This section and sections 189 to 195, inclusive,
and 203 of this act become effective on September 1, 2003.
2. Sections 1 to 188, inclusive, 196 to 202, inclusive, and 204
to 207, inclusive, of this act become effective:
(a) Except as otherwise provided in paragraph (b) or (c), on
November 1, 2003.
(b) On January 1, 2004, for the purpose of requiring a resident
agent who desires to resign to file a statement of resignation for
each artificial person formed, organized, registered or qualified
pursuant to the provisions of title 7 of NRS for which the resident
agent is unwilling to continue to act as the resident agent for the
service of process.
(c) On January 1, 2004, for the purpose of requiring a resident
agent to file a certificate of name change of resident agent if the
name of the resident agent is changed as a result of a merger,
conversion, exchange, sale, reorganization or amendment.
20~~~~~03