Senate Bill No. 2–Committee of the Whole

 

June 25, 2003

____________

 

Referred to Committee of the Whole

 

SUMMARY—Makes various changes to provisions pertaining to business. (BDR 7‑11)

 

FISCAL NOTE:                   Effect on Local Government: No.

                   Effect on the State: No.

 

~

 

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

 

AN ACT relating to business; providing for the implementation, modification and standardization of certain filing requirements for business entities; 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:

 

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

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

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

2-1  length of time, and increasing these fees is necessary and

2-2  appropriate at this time.

2-3  2.  It is the intent of the Legislature that the fees increased

2-4  pursuant to the amendatory provisions of this act must not be

2-5  increased again for a period of at least 10 years following the

2-6  enactment of this act.

2-7  Sec. 2.  Chapter 78 of NRS is hereby amended by adding

2-8  thereto a new section to read as follows:

2-9  1.  Each document filed with the Secretary of State pursuant

2-10  to this chapter must be on or accompanied by a form prescribed by

2-11  the Secretary of State.

2-12      2.  The Secretary of State may refuse to file a document which

2-13  does not comply with subsection 1 or which does not contain all of

2-14  the information required by statute for filing the document.

2-15      3.  If the provisions of the form prescribed by the Secretary of

2-16  State conflict with the provisions of any document that is

2-17  submitted for filing with the form:

2-18      (a) The provisions of the form control for all purposes with

2-19  respect to the information that is required by statute to appear in

2-20  the document in order for the document to be filed; and

2-21      (b) Unless otherwise provided in the document, the provisions

2-22  of the document control in every other situation.

2-23      4.  The Secretary of State may by regulation provide for the

2-24  electronic filing of documents with the Office of the Secretary of

2-25  State.

2-26      Sec. 3.  NRS 78.027 is hereby amended to read as follows:

2-27      78.027  The Secretary of State may microfilm or image any

2-28  document which is filed in his office by a corporation pursuant to

2-29  this chapter and may return the original document to the

2-30  corporation.

2-31      Sec. 4.  NRS 78.0295 is hereby amended to read as follows:

2-32      78.0295  1.  A corporation may correct a document filed by

2-33  the Secretary of State with respect to the corporation if the

2-34  document contains an inaccurate record of a corporate action

2-35  described in the document or was defectively executed, attested,

2-36  sealed, verified or acknowledged.

2-37      2.  To correct a document, the corporation [shall:] must:

2-38      (a) Prepare a certificate of correction which:

2-39          (1) States the name of the corporation;

2-40          (2) Describes the document, including, without limitation, its

2-41  filing date;

2-42          (3) Specifies the inaccuracy or defect;

2-43          (4) Sets forth the inaccurate or defective portion of the

2-44  document in an accurate or corrected form; and

3-1       (5) Is signed by an officer of the corporation[.] or, if no

3-2  stock has been issued by the corporation, by the incorporator or a

3-3  director of the corporation.

3-4  (b) Deliver the certificate to the Secretary of State for filing.

3-5  (c) Pay a filing fee of [$150] $175 to the Secretary of State.

3-6  3.  A certificate of correction is effective on the effective date

3-7  of the document it corrects except as to persons relying on the

3-8  uncorrected document and adversely affected by the correction. As

3-9  to those persons, the certificate is effective when filed.

3-10      Sec. 5.  NRS 78.035 is hereby amended to read as follows:

3-11      78.035  The articles of incorporation must set forth:

3-12      1.  The name of the corporation. A name appearing to be that of

3-13  a natural person and containing a given name or initials must not be

3-14  used as a corporate name except with an additional word or words

3-15  such as “Incorporated,” “Limited,” “Inc.,” “Ltd.,” “Company,”

3-16  “Co.,” “Corporation,” “Corp.,” or other word which identifies it as

3-17  not being a natural person.

3-18      2.  The name of the person designated as the corporation’s

3-19  resident agent, the street address of the resident agent where process

3-20  may be served upon the corporation, and the mailing address of the

3-21  resident agent if different from the street address.

3-22      3.  The number of shares the corporation is authorized to issue

3-23  and, if more than one class or series of stock is authorized, the

3-24  classes, the series and the number of shares of each class or series

3-25  which the corporation is authorized to issue, unless the articles

3-26  authorize the board of directors to fix and determine in a resolution

3-27  the classes, series and numbers of each class or series as provided in

3-28  NRS 78.195 and 78.196.

3-29      4.  The [number,] names and [post office box or street]

3-30  addresses, either residence or business, of the first board of directors

3-31  or trustees, together with any desired provisions relative to the right

3-32  to change the number of directors as provided in NRS 78.115.

3-33      5.  The name and [post office box or street] address, either

3-34  residence or business , of each of the incorporators executing the

3-35  articles of incorporation.

3-36      Sec. 6.  NRS 78.045 is hereby amended to read as follows:

3-37      78.045  1.  The Secretary of State shall not accept for filing

3-38  any articles of incorporation or any certificate of amendment of

3-39  articles of incorporation of any corporation formed pursuant to the

3-40  laws of this state which provides that the name of the corporation

3-41  contains the word “bank” or “trust,” unless:

3-42      (a) It appears from the articles or the certificate of amendment

3-43  that the corporation proposes to carry on business as a banking or

3-44  trust company, exclusively or in connection with its business as a

3-45  bank , [or] savings and loan association[;] or thrift company; and

4-1  (b) The articles or certificate of amendment is first approved by

4-2  the Commissioner of Financial Institutions.

4-3  2.  The Secretary of State shall not accept for filing any articles

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

4-5  incorporation of any corporation formed pursuant to the provisions

4-6  of this chapter if it appears from the articles or the certificate of

4-7  amendment that the business to be carried on by the corporation is

4-8  subject to supervision by the Commissioner of Insurance or by the

4-9  Commissioner of Financial Institutions, unless the articles or

4-10  certificate of amendment is approved by the Commissioner who will

4-11  supervise the business of the corporation.

4-12      3.  Except as otherwise provided in subsection [5,] 6, the

4-13  Secretary of State shall not accept for filing any articles of

4-14  incorporation or any certificate [or] of amendment of articles of

4-15  incorporation of any corporation formed pursuant to the laws of this

4-16  state if the name of the corporation contains the words “engineer,”

4-17  “engineered,” “engineering,” “professional engineer,” “registered

4-18  engineer” or “licensed engineer” unless:

4-19      (a) The State Board of Professional Engineers and Land

4-20  Surveyors certifies that the principals of the corporation are licensed

4-21  to practice engineering pursuant to the laws of this state; or

4-22      (b) The State Board of Professional Engineers and Land

4-23  Surveyors certifies that the corporation is exempt from the

4-24  prohibitions of NRS 625.520.

4-25      4.  The Secretary of State shall not accept for filing any articles

4-26  of incorporation or any certificate of amendment of articles of

4-27  incorporation of any corporation formed pursuant to the laws of this

4-28  state which provides that the name of the corporation contains the

4-29  [words] word “accountant,” “accounting,” “accountancy,” “auditor”

4-30  or “auditing” unless the Nevada State Board of Accountancy

4-31  certifies that the corporation:

4-32      (a) Is registered pursuant to the provisions of chapter 628 of

4-33  NRS; or

4-34      (b) Has filed with the Nevada State Board of Accountancy

4-35  under penalty of perjury a written statement that the corporation is

4-36  not engaged in the practice of accounting and is not offering to

4-37  practice accounting in this state.

4-38      5.  The Secretary of State shall not accept for filing any

4-39  articles of incorporation or any certificate of amendment of

4-40  articles of incorporation of any corporation formed or existing

4-41  pursuant to the laws of this state which provides that the name of

4-42  the corporation contains the words “unit-owners’ association” or

4-43  “homeowners’ association” or if it appears in the articles of

4-44  incorporation or certificate of amendment that the purpose of the

4-45  corporation is to operate as a unit-owners’ association pursuant to

5-1  chapter 116 of NRS unless the Administrator of the Real Estate

5-2  Division of the Department of Business and Industry certifies that

5-3  the corporation has:

5-4  (a) Registered with the Ombudsman for Owners in Common-

5-5  Interest Communities pursuant to NRS 116.31158; and

5-6  (b) Paid to the Administrator of the Real Estate Division the

5-7  fees required pursuant to NRS 116.31155.

5-8  6.  The provisions of subsection 3 do not apply to any

5-9  corporation, whose securities are publicly traded and regulated by

5-10  the Securities Exchange Act of 1934, which does not engage in the

5-11  practice of professional engineering.

5-12      [6.] 7. The Commissioner of Financial Institutions and the

5-13  Commissioner of Insurance may approve or disapprove the articles

5-14  or amendments referred to them pursuant to the provisions of this

5-15  section.

5-16      Sec. 7.  NRS 78.097 is hereby amended to read as follows:

5-17      78.097  1.  A resident agent who desires to resign shall file

5-18  with the Secretary of State a signed statement , on a form provided

5-19  by the Secretary of State, for each [corporation] artificial person

5-20  formed, organized, registered or qualified pursuant to the

5-21  provisions of this title that he is unwilling to continue to act as the

5-22  resident agent of the [corporation] artificial person for the service

5-23  of process. The fee for filing a statement of resignation is $100 for

5-24  the first artificial person for whom the resident agent is unwilling

5-25  to continue to act as the agent and $1 for each additional artificial

5-26  person listed on the statement of resignation. A resignation is not

5-27  effective until the signed statement is filed with the Secretary of

5-28  State.

5-29      2.  The statement of resignation may contain a statement of the

5-30  affected corporation appointing a successor resident agent for that

5-31  corporation. A certificate of acceptance executed by the new

5-32  resident agent, stating the full name, complete street address and, if

5-33  different from the street address, mailing address of the new resident

5-34  agent, must accompany the statement appointing a successor

5-35  resident agent.

5-36      3.  Upon the filing of the statement of resignation with the

5-37  Secretary of State the capacity of the resigning person as resident

5-38  agent terminates. If the statement of resignation contains no

5-39  statement by the corporation appointing a successor resident agent,

5-40  the resigning resident agent shall immediately give written notice,

5-41  by mail, to the corporation of the filing of the statement and its

5-42  effect. The notice must be addressed to any officer of the

5-43  corporation other than the resident agent.

5-44      4.  If a resident agent dies, resigns or removes from the State,

5-45  the corporation, within 30 days thereafter, shall file with the

6-1  Secretary of State a certificate of acceptance executed by the new

6-2  resident agent. The certificate must set forth the full name and

6-3  complete street address of the new resident agent for the service of

6-4  process, and may have a separate mailing address, such as a post

6-5  office box, which may be different from the street address.

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

6-7  executed by the new resident agent within 30 days after the death,

6-8  resignation or removal of its former resident agent shall be deemed

6-9  in default and is subject to the provisions of NRS 78.170 and

6-10  78.175.

6-11      Sec. 8.  NRS 78.110 is hereby amended to read as follows:

6-12      78.110  1.  If a corporation created pursuant to this chapter

6-13  desires to change its resident agent, the change may be effected by

6-14  filing with the Secretary of State a certificate of change of resident

6-15  agent signed by an officer of the corporation which sets forth:

6-16      (a) The name of the corporation;

6-17      (b) The name and street address of its present resident agent; and

6-18      (c) The name and street address of the new resident agent.

6-19      2.  The new resident agent’s certificate of acceptance must be a

6-20  part of or attached to the certificate of change [.] of resident agent.

6-21      3.  If the name of a resident agent is changed as a result of a

6-22  merger, conversion, exchange, sale, reorganization or

6-23  amendment, the resident agent shall:

6-24      (a) File with the Secretary of State a certificate of name

6-25  change of resident agent that includes:

6-26          (1) The current name of the resident agent as filed with the

6-27  Secretary of State;

6-28          (2) The new name of the resident agent; and

6-29          (3) The name and file number of each artificial person

6-30  formed, organized, registered or qualified pursuant to the

6-31  provisions of this title that the resident agent represents; and

6-32      (b) Pay to the Secretary of State a filing fee of $100.

6-33      4.  A change authorized by this section becomes effective upon

6-34  the filing of the proper certificate of change.

6-35      Sec. 9.  NRS 78.150 is hereby amended to read as follows:

6-36      78.150  1.  A corporation organized pursuant to the laws of

6-37  this state shall, on or before the [first] last day of the [second] first

6-38  month after the filing of its articles of incorporation with the

6-39  Secretary of State, file with the Secretary of State a list, on a form

6-40  furnished by him, containing:

6-41      (a) The name of the corporation;

6-42      (b) The file number of the corporation, if known;

6-43      (c) The names and titles of the president, secretary[,] and

6-44  treasurer , or the equivalent thereof, and of all the directors of the

6-45  corporation;

7-1  (d) The [mailing or street] address, either residence or business,

7-2  of each officer and director listed, following the name of the officer

7-3  or director;

7-4  (e) The name and [street] address of the lawfully designated

7-5  resident agent of the corporation; and

7-6  (f) The signature of an officer of the corporation certifying that

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

7-8  2.  The corporation shall annually thereafter, on or before the

7-9  last day of the month in which the anniversary date of incorporation

7-10  occurs in each year, file with the Secretary of State, on a form

7-11  furnished by him, an annual list containing all of the information

7-12  required in subsection 1.

7-13      3.  Each list required by subsection 1 or 2 must be accompanied

7-14  by a declaration under penalty of perjury that the corporation [has] :

7-15      (a) Has complied with the provisions of chapter 364A of NRS

7-16  [.] ; and

7-17      (b) Acknowledges that pursuant to NRS 239.330, it is a

7-18  category C felony to knowingly offer any false or forged

7-19  instrument for filing with the Office of the Secretary of State.

7-20      4.  Upon filing the list required by:

7-21      (a) Subsection 1, the corporation shall pay to the Secretary of

7-22  State a fee of [$165.] $125.

7-23      (b) Subsection 2, the corporation shall pay to the Secretary of

7-24  State [a fee of $85.] , if the amount represented by the total

7-25  number of shares provided for in the articles is:

 

7-26  $75,000 or less    $125

7-27  Over $75,000 and not over $200,000    175

7-28  Over $200,000 and not over $500,000    275

7-29  Over $500,000 and not over $1,000,000    375

7-30  Over $1,000,000:

7-31  For the first $1,000,000    375

7-32  For each additional $500,000 or fraction thereof   275

7-33  The maximum fee which may be charged pursuant to paragraph

7-34  (b) for filing the annual list is $11,100.

 

7-35      5.  If a director or officer of a corporation resigns and the

7-36  resignation is not made in conjunction with the filing of an

7-37  annual or amended list of directors and officers, the corporation

7-38  shall pay to the Secretary of State a fee of $75 to file the

7-39  resignation of the director or officer.

7-40      6.  The Secretary of State shall, 60 days before the last day for

7-41  filing each annual list required by subsection 2, cause to be mailed

7-42  to each corporation which is required to comply with the provisions

7-43  of NRS 78.150 to 78.185, inclusive, and which has not become

8-1  delinquent, a notice of the fee due pursuant to subsection 4 and a

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

8-3  any corporation to receive a notice or form does not excuse it from

8-4  the penalty imposed by law.

8-5  [6.] 7. If the list to be filed pursuant to the provisions of

8-6  subsection 1 or 2 is defective in any respect or the fee required by

8-7  subsection 4 [or 8]is not paid, the Secretary of State may return the

8-8  list for correction or payment.

8-9  [7.] 8. An annual list for a corporation not in default which is

8-10  received by the Secretary of State more than [60] 90 days before its

8-11  due date shall be deemed an amended list for the previous year and

8-12  must be accompanied by [a fee of $85] the appropriate fee as

8-13  provided in subsection 4 for filing. A payment submitted pursuant

8-14  to this subsection does not satisfy the requirements of subsection 2

8-15  for the year to which the due date is applicable.

8-16      [8.  If the corporation is an association as defined in NRS

8-17  116.110315, the Secretary of State shall not accept the filing

8-18  required by this section unless it is accompanied by evidence of the

8-19  payment of the fee required to be paid pursuant to NRS 116.31155

8-20  that is provided to the association pursuant to subsection 4 of that

8-21  section.]

8-22      Sec. 10.  NRS 78.155 is hereby amended to read as follows:

8-23      78.155  If a corporation has filed the initial or annual list in

8-24  compliance with NRS 78.150 and has paid the appropriate fee for

8-25  the filing, the cancelled check or other proof of payment received

8-26  by the corporation constitutes a certificate authorizing it to transact

8-27  its business within this state until the last day of the month in which

8-28  the anniversary of its incorporation occurs in the next succeeding

8-29  calendar year. [If the corporation desires a formal certificate upon its

8-30  payment of the initial or annual fee, its payment must be

8-31  accompanied by a self-addressed, stamped envelope.]

8-32      Sec. 11.  NRS 78.165 is hereby amended to read as follows:

8-33      78.165  1.  [Every] Each list required to be filed under the

8-34  provisions of NRS 78.150 to 78.185, inclusive, must, after the name

8-35  of each officer and director listed thereon, set forth the [post office

8-36  box or street] address, either residence or business, of each officer

8-37  and director.

8-38      2.  If the addresses are not stated for each person on any list

8-39  offered for filing, the Secretary of State may refuse to file the list,

8-40  and the corporation for which the list has been offered for filing is

8-41  subject to all the provisions of NRS 78.150 to 78.185, inclusive,

8-42  relating to failure to file the list within or at the times therein

8-43  specified, unless a list is subsequently submitted for filing which

8-44  conforms to the provisions of NRS 78.150 to 78.185, inclusive.

 

9-1  Sec. 12.  NRS 78.170 is hereby amended to read as follows:

9-2  78.170  1.  Each corporation which is required to make a filing

9-3  and pay the fee prescribed in NRS 78.150 to 78.185, inclusive, and

9-4  which refuses or neglects to do so within the time provided shall be

9-5  deemed in default.

9-6  2.  Upon notification from the Administrator of the Real

9-7  Estate Division of the Department of Business and Industry that a

9-8  corporation which is a unit-owners’ association as defined in NRS

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

9-10  failed to pay the fees pursuant to NRS 116.31155, the Secretary of

9-11  State shall deem the corporation to be in default. If, after the

9-12  corporation is deemed to be in default, the Administrator notifies

9-13  the Secretary of State that the corporation has registered pursuant

9-14  to NRS 116.31158 and paid the fees pursuant to NRS 116.31155,

9-15  the Secretary of State shall reinstate the corporation if the

9-16  corporation complies with the requirements for reinstatement as

9-17  provided in this section and NRS 78.180 and 78.185.

9-18      3.  For default there must be added to the amount of the fee a

9-19  penalty of [$50.] $75. The fee and penalty must be collected as

9-20  provided in this chapter.

9-21      Sec. 13.  NRS 78.175 is hereby amended to read as follows:

9-22      78.175  1.  The Secretary of State shall notify, by [letter

9-23  addressed] providing written notice to its resident agent, each

9-24  corporation deemed in default pursuant to NRS 78.170. The written

9-25  notice [must be accompanied by] :

9-26      (a) Must include a statement indicating the amount of the filing

9-27  fee, penalties incurred and costs remaining unpaid.

9-28      (b) At the request of the resident agent, may be provided

9-29  electronically.

9-30      2.  On the first day of the first anniversary of the month

9-31  following the month in which the filing was required, the charter of

9-32  the corporation is revoked and its right to transact business is

9-33  forfeited.

9-34      3.  The Secretary of State shall compile a complete list

9-35  containing the names of all corporations whose right to [do]

9-36  transact business has been forfeited.

9-37      4.  The Secretary of State shall forthwith notify, by [letter

9-38  addressed] providing written notice to its resident agent, each [such]

9-39  corporation specified in subsection 3 of the forfeiture of its charter.

9-40  The written notice [must be accompanied by] :

9-41      (a) Must include a statement indicating the amount of the filing

9-42  fee, penalties incurred and costs remaining unpaid.

9-43      [4.] (b) At the request of the resident agent, may be provided

9-44  electronically.

10-1      5. If the charter of a corporation is revoked and the right to

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

10-3  property and assets of the defaulting domestic corporation must be

10-4  held in trust by the directors of the corporation as for insolvent

10-5  corporations, and the same proceedings may be had with respect

10-6  thereto as are applicable to insolvent corporations. Any person

10-7  interested may institute proceedings at any time after a forfeiture has

10-8  been declared, but , if the Secretary of State reinstates the charter ,

10-9  the proceedings must at once be dismissed and all property restored

10-10  to the officers of the corporation.

10-11     [5.] 6. Where the assets are distributed , they must be applied

10-12  in the following manner:

10-13     (a) To the payment of the filing fee, penalties incurred and costs

10-14  due [to] the State;

10-15     (b) To the payment of the creditors of the corporation; and

10-16     (c) Any balance remaining , to distribution among the

10-17  stockholders.

10-18     Sec. 14.  NRS 78.180 is hereby amended to read as follows:

10-19      78.180  1.  Except as otherwise provided in subsections 3 and

10-20  4, the Secretary of State shall reinstate a corporation which has

10-21  forfeited or which forfeits its right to transact business pursuant to

10-22  the provisions of this chapter and shall restore to the corporation its

10-23  right to carry on business in this state, and to exercise its corporate

10-24  privileges and immunities, if it:

10-25     (a) Files with the Secretary of State [the] :

10-26         (1) The list required by NRS 78.150;

10-27         (2) The statement required by section 1 of Senate Bill No.

10-28  124 of the 72nd Session of the Nevada Legislature, if applicable;

10-29  and

10-30         (3) A certificate of acceptance of appointment signed by its

10-31  resident agent; and

10-32     (b) Pays to the Secretary of State:

10-33         (1) The filing fee and penalty set forth in NRS 78.150 and

10-34  78.170 for each year or portion thereof during which it failed to file

10-35  each required annual list in a timely manner; [and]

10-36         (2) The fee set forth in section 1 of Senate Bill No. 124 of

10-37  the 72nd Session of the Nevada Legislature, if applicable; and

10-38         (3) A fee of [$200] $300 for reinstatement.

10-39     2.  When the Secretary of State reinstates the corporation, he

10-40  shall[:

10-41     (a) Immediately issue and deliver to the corporation a certificate

10-42  of reinstatement authorizing it to transact business as if the filing fee

10-43  or fees had been paid when due; and

11-1      (b) Upon demand,] issue to the corporation [one or more

11-2  certified copies of the] a certificate of reinstatement[.] if the

11-3  corporation:

11-4      (a) Requests a certificate of reinstatement; and

11-5      (b) Pays the required fees pursuant to subsection 8 of

11-6  NRS 78.785.

11-7      3.  The Secretary of State shall not order a reinstatement unless

11-8  all delinquent fees and penalties have been paid, and the revocation

11-9  of the charter occurred only by reason of failure to pay the fees and

11-10  penalties.

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

11-12  provisions of this chapter and has remained revoked for a period of

11-13  5 consecutive years, the charter must not be reinstated.

11-14     Sec. 15.  NRS 78.185 is hereby amended to read as follows:

11-15      78.185  1.  Except as otherwise provided in subsection 2, if a

11-16  corporation applies to reinstate or revive its charter but its name has

11-17  been legally reserved or acquired by another artificial person

11-18  formed, organized, registered or qualified pursuant to the provisions

11-19  of this title whose name is on file with the Office of the Secretary of

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

11-21  the provisions of this title, the corporation shall in its application for

11-22  reinstatement submit in writing to the Secretary of State some other

11-23  name under which it desires its corporate existence to be reinstated

11-24  or revived. If that name is distinguishable from all other names

11-25  reserved or otherwise on file, the Secretary of State shall [issue to

11-26  the applying corporation a certificate of reinstatement or revival]

11-27  reinstate the corporation under that new name.

11-28     2.  If the applying corporation submits the written,

11-29  acknowledged consent of the artificial person having a name, or the

11-30  person who has reserved a name, which is not distinguishable from

11-31  the old name of the applying corporation or a new name it has

11-32  submitted, it may be reinstated or revived under that name.

11-33     3.  For the purposes of this section, a proposed name is not

11-34  distinguishable from a name on file or reserved name solely because

11-35  one or the other contains distinctive lettering, a distinctive mark, a

11-36  trademark or a trade name, or any combination of these.

11-37     4.  The Secretary of State may adopt regulations that interpret

11-38  the requirements of this section.

11-39     Sec. 16.  NRS 78.390 is hereby amended to read as follows:

11-40      78.390  1.  Every amendment adopted pursuant to the

11-41  provisions of NRS 78.385 must be made in the following manner:

11-42     (a) The board of directors must adopt a resolution setting forth

11-43  the amendment proposed and declaring its advisability, and either

11-44  call a special meeting of the stockholders entitled to vote on the

11-45  amendment or direct that the proposed amendment be considered at

12-1  the next annual meeting of the stockholders entitled to vote on the

12-2  amendment.

12-3      (b) At the meeting, of which notice must be given to each

12-4  stockholder entitled to vote pursuant to the provisions of this

12-5  section, a vote of the stockholders entitled to vote in person or by

12-6  proxy must be taken for and against the proposed amendment. If it

12-7  appears upon the canvassing of the votes that stockholders holding

12-8  shares in the corporation entitling them to exercise at least a

12-9  majority of the voting power, or such greater proportion of the

12-10  voting power as may be required in the case of a vote by classes or

12-11  series, as provided in subsections 2 and 4, or as may be required by

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

12-13  the amendment, an officer of the corporation shall sign a certificate

12-14  setting forth the amendment, or setting forth the articles of

12-15  incorporation as amended, and the vote by which the amendment

12-16  was adopted.

12-17     (c) The certificate so signed must be filed with the Secretary of

12-18  State.

12-19     2.  If any proposed amendment would adversely alter or change

12-20  any preference or any relative or other right given to any class or

12-21  series of outstanding shares, then the amendment must be approved

12-22  by the vote, in addition to the affirmative vote otherwise required, of

12-23  the holders of shares representing a majority of the voting power of

12-24  each class or series adversely affected by the amendment regardless

12-25  of limitations or restrictions on the voting power thereof.

12-26     3.  Provision may be made in the articles of incorporation

12-27  requiring, in the case of any specified amendments, a larger

12-28  proportion of the voting power of stockholders than that required by

12-29  this section.

12-30     4.  Different series of the same class of shares do not constitute

12-31  different classes of shares for the purpose of voting by classes

12-32  except when the series is adversely affected by an amendment in a

12-33  different manner than other series of the same class.

12-34     5.  The resolution of the stockholders approving the proposed

12-35  amendment may provide that at any time before the effective date of

12-36  the amendment, notwithstanding approval of the proposed

12-37  amendment by the stockholders, the board of directors may, by

12-38  resolution, abandon the proposed amendment without further action

12-39  by the stockholders.

12-40     6.  A certificate filed pursuant to subsection 1 becomes

12-41  effective upon filing with the Secretary of State or upon a later date

12-42  specified in the certificate, which must not be later than 90 days

12-43  after the certificate is filed.

12-44     7.  If a certificate filed pursuant to subsection 1 specifies an

12-45  effective date and if the resolution of the stockholders approving the

13-1  proposed amendment provides that the board of directors may

13-2  abandon the proposed amendment pursuant to subsection 5, the

13-3  board of directors may terminate the effectiveness of the certificate

13-4  by resolution and by filing a certificate of termination with the

13-5  Secretary of State that:

13-6      (a) Is filed before the effective date specified in the certificate

13-7  filed pursuant to subsection 1;

13-8      (b) Identifies the certificate being terminated;

13-9      (c) States that, pursuant to the resolution of the stockholders, the

13-10  board of directors is authorized to terminate the effectiveness of the

13-11  certificate;

13-12     (d) States that the effectiveness of the certificate has been

13-13  terminated;

13-14     (e) Is signed by an officer of the corporation; and

13-15     (f) Is accompanied by a filing fee of [$150.] $175.

13-16     Sec. 17.  NRS 78.403 is hereby amended to read as follows:

13-17      78.403  1.  A corporation may restate, or amend and restate, in

13-18  a single certificate the entire text of its articles of incorporation as

13-19  amended by filing with the Secretary of State a certificate [signed by

13-20  an officer of the corporation which must set forth the articles as

13-21  amended to the date of the certificate.] in the manner provided in

13-22  this section. If the certificate alters or amends the articles in any

13-23  manner, it must comply with the provisions of NRS 78.380, 78.385

13-24  and 78.390, as applicable . [, and must be accompanied by:

13-25     (a) A resolution; or

13-26     (b) A form prescribed by the Secretary of State,

13-27  setting forth which provisions of the articles of incorporation on file

13-28  with the Secretary of State are being altered or amended.]

13-29     2.  If the certificate does not alter or amend the articles, it must

13-30  be signed by an officer of the corporation and state that he has been

13-31  authorized to execute the certificate by resolution of the board of

13-32  directors adopted on the date stated, and that the certificate correctly

13-33  sets forth the text of the articles of incorporation as amended to the

13-34  date of the certificate.

13-35     3.  The following may be omitted from the restated articles:

13-36     (a) The names, addresses, signatures and acknowledgments of

13-37  the incorporators;

13-38     (b) The names and addresses of the members of the past and

13-39  present boards of directors; and

13-40     (c) The name and address of the resident agent.

13-41     4.  Whenever a corporation is required to file a certified copy of

13-42  its articles, in lieu thereof it may file a certified copy of the most

13-43  recent certificate restating its articles as amended, subject to the

13-44  provisions of subsection 2, together with certified copies of all

13-45  certificates of amendment filed subsequent to the restated articles

14-1  and certified copies of all certificates supplementary to the original

14-2  articles.

14-3      Sec. 18.  NRS 78.580 is hereby amended to read as follows:

14-4      78.580  1.  If the board of directors of any corporation

14-5  organized under this chapter, after the issuance of stock or the

14-6  beginning of business, decides that the corporation should be

14-7  dissolved, the board may adopt a resolution to that effect. If the

14-8  corporation has issued no stock, only the directors need to approve

14-9  the dissolution. If the corporation has issued stock, the directors

14-10  must recommend the dissolution to the stockholders. The

14-11  corporation shall notify each stockholder entitled to vote on

14-12  dissolution , and the stockholders entitled to vote must approve the

14-13  dissolution.

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

14-15  directors and stockholders, as respectively provided in subsection 1,

14-16  the corporation shall file with the Office of the Secretary of State a

14-17  certificate signed by an officer of the corporation setting forth that

14-18  the dissolution has been approved by the directors, or by the

14-19  directors and the stockholders, and a list of the names and [post

14-20  office box or street] addresses, either residence or business, of the

14-21  corporation’s president, secretary and treasurer , or the equivalent

14-22  thereof, and all of its directors . [, certified by the president, or a

14-23  vice president, and the secretary, or an assistant secretary, in the

14-24  Office of the Secretary of State.]

14-25     Sec. 19.  NRS 78.622 is hereby amended to read as follows:

14-26      78.622  1.  If a corporation is under reorganization in a federal

14-27  court pursuant to Title 11 of U.S.C., it may take any action

14-28  necessary to carry out any proceeding and do any act directed by the

14-29  court relating to reorganization, without further action by its

14-30  directors or stockholders. This authority may be exercised by:

14-31     (a) The trustee in bankruptcy appointed by the court;

14-32     (b) Officers of the corporation designated by the court; or

14-33     (c) Any other representative appointed by the court,

14-34  with the same effect as if exercised by the directors and stockholders

14-35  of the corporation.

14-36     2.  By filing a confirmed plan or order of reorganization,

14-37  certified by the bankruptcy court, with the Secretary of State, the

14-38  corporation may:

14-39     (a) Alter, amend or repeal its bylaws;

14-40     (b) Constitute or reconstitute and classify or reclassify its board

14-41  of directors;

14-42     (c) Name, constitute or appoint directors and officers in place of

14-43  or in addition to all or some of the directors or officers then in

14-44  office;

14-45     (d) Amend its articles of incorporation;

15-1      (e) Make any change in its authorized and issued stock;

15-2      (f) Make any other amendment, change, alteration or provision

15-3  authorized by this chapter; and

15-4      (g) Be dissolved, transfer all or part of its assets , or merge or

15-5  consolidate , or make any other change authorized by this chapter.

15-6      3.  In any action taken pursuant to subsections 1 and 2, a

15-7  stockholder has no right to demand payment for his stock.

15-8      4.  Any amendment of the articles of incorporation made

15-9  pursuant to subsection 2 must be signed under penalty of perjury by

15-10  the person authorized by the court and filed with the Secretary of

15-11  State. If the amendment is filed in accordance with the order of

15-12  reorganization, it becomes effective when it is filed unless otherwise

15-13  ordered by the court.

15-14     5.  Any filing with the Secretary of State pursuant to this

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

15-16     Sec. 20.  NRS 78.730 is hereby amended to read as follows:

15-17      78.730  1.  Any corporation which did exist or is existing

15-18  under the laws of this state may, upon complying with the

15-19  provisions of NRS 78.180, procure a renewal or revival of its charter

15-20  for any period, together with all the rights, franchises, privileges and

15-21  immunities, and subject to all its existing and preexisting debts,

15-22  duties and liabilities secured or imposed by its original charter and

15-23  amendments thereto, or existing charter, by filing:

15-24     (a) A certificate with the Secretary of State, which must set

15-25  forth:

15-26         (1) The name of the corporation, which must be the name of

15-27  the corporation at the time of the renewal or revival, or its name at

15-28  the time its original charter expired.

15-29         (2) The name of the person designated as the resident agent

15-30  of the corporation, his street address for the service of process, and

15-31  his mailing address if different from his street address.

15-32         (3) The date when the renewal or revival of the charter is to

15-33  commence or be effective, which may be, in cases of a revival,

15-34  before the date of the certificate.

15-35         (4) Whether or not the renewal or revival is to be perpetual,

15-36  and, if not perpetual, the time for which the renewal or revival is to

15-37  continue.

15-38         (5) That the corporation desiring to renew or revive its

15-39  charter is, or has been, organized and carrying on the business

15-40  authorized by its existing or original charter and amendments

15-41  thereto, and desires to renew or continue through revival its

15-42  existence pursuant to and subject to the provisions of this chapter.

15-43     (b) A list of its president, secretary and treasurer , or the

15-44  equivalent thereof, and all of its directors and their [post office box

15-45  or street] addresses, either residence or business.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

16-16  chapter.

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

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

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

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

16-21  corporation therein named.

16-22     Sec. 21.  NRS 78.760 is hereby amended to read as follows:

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

16-24  prescribed in the following schedule:

 

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

16-26  shares provided for in the articles is:

16-27  $75,000 or less[$175] $75

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

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

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

16-31  Over $1,000,000:

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

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

16-34  thereof[225] 275

 

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

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

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

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

16-39  increase in stock.

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

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

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

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

17-2  par value are therein provided for;

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

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

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

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

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

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

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

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

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

17-12  provided for.

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

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

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

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

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

17-18     Sec. 22.  NRS 78.765 is hereby amended to read as follows:

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

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

17-21  amendment to articles of incorporation that increases the

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

17-38     Sec. 23.  NRS 78.767 is hereby amended to read as follows:

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

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

17-41  stock is [$150.] $175.

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

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

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

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

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

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

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

18-4  [$150.] $175.

18-5      Sec. 24.  NRS 78.780 is hereby amended to read as follows:

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

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

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

18-9  filing articles of incorporation.

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

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

18-12  is [$60.] $75.

18-13     Sec. 25.  NRS 78.785 is hereby amended to read as follows:

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

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

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

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

18-18  is provided is [$20.] $30.

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

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

18-21  is furnished, is [$20.] $30.

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

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

18-24  [$20.] $30.

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

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

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

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

18-29  $50.

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

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

18-32  [$40.] $50.

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

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

18-35  [$40.] $50.

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

18-37  State is [$1] $2 per page.

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

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

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

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

18-42  surplus of the insurer.

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

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

18-45  [$100.] $125.

19-1      Sec. 26.  NRS 78.795 is hereby amended to read as follows:

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

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

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

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

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

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

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

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

19-10  location of the resident agent.

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

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

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

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

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

19-16     (a) Requests the amendment; and

19-17     (b) Pays a fee of $50.

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

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

19-20     Sec. 27.  Chapter 78A of NRS is hereby amended by adding

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

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

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

19-24  the Secretary of State.

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

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

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

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

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

19-30  submitted for filing with the form:

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

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

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

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

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

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

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

19-38  State.

19-39     Sec. 28.  Chapter 80 of NRS is hereby amended by adding

19-40  thereto the provisions set forth as sections 29 and 30 of this act.

19-41     Sec. 29.  1.  Each document filed with the Secretary of State

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

19-43  prescribed by the Secretary of State.

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

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

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

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

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

20-6  submitted for filing with the form:

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

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

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

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

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

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

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

20-14  State.

20-15     Sec. 30.  1.  Except as otherwise provided in subsection 2, if

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

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

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

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

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

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

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

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

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

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

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

20-27  that new name.

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

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

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

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

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

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

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

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

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

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

20-38  the requirements of this section.

20-39     Sec. 31.  NRS 80.005 is hereby amended to read as follows:

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

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

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

20-43  corporation.

 

 

21-1      Sec. 32.  NRS 80.007 is hereby amended to read as follows:

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

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

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

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

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

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

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

21-9  filing date;

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

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

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

21-13  inaccuracy or defect;

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

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

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

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

21-18  director of the corporation.

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

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

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

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

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

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

21-25     Sec. 33.  NRS 80.010 is hereby amended to read as follows:

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

22-2  setting forth:

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

22-4  corporation; and

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

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

22-7  shares having no par value.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

22-27  combination thereof.

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

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

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

22-31  any other artificial person.

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

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

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

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

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

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

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

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

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

22-41  NRS 625.520.

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

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

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

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

23-1  Commissioner of Financial Institutions, unless the Commissioner

23-2  certifies that:

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

23-4  business in this state; or

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

23-6  requirements for obtaining such authority.

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

23-8  documents required by subsection 1 or NRS 80.110 for any foreign

23-9  corporation if the name of the corporation contains the [words] word

23-10  “accountant,” “accounting,” “accountancy,” “auditor” or “auditing”

23-11  unless the Nevada State Board of Accountancy certifies that the

23-12  foreign corporation:

23-13     (a) Is registered pursuant to the provisions of chapter 628 of

23-14  NRS; or

23-15     (b) Has filed with the Nevada State Board of Accountancy

23-16  under penalty of perjury a written statement that the foreign

23-17  corporation is not engaged in the practice of accounting and is not

23-18  offering to practice accounting in this state.

23-19     [6.] 8. The Secretary of State may adopt regulations that

23-20  interpret the requirements of this section.

23-21     Sec. 34.  NRS 80.025 is hereby amended to read as follows:

23-22      80.025  1.  If a foreign corporation cannot qualify to do

23-23  business in this state because its name does not meet the

23-24  requirements of [subsection 2 or 3 of] NRS 80.010, it may apply for

23-25  a certificate to do business by having its board of directors adopt a

23-26  resolution setting forth the name under which the corporation elects

23-27  to do business in this state. The resolution may:

23-28     (a) Add to the existing corporate name a word, abbreviation or

23-29  other distinctive element; or

23-30     (b) Adopt a name different from its existing corporate name that

23-31  is available for use in this state.

23-32     2.  In addition to the documents required by subsection 1 of

23-33  NRS 80.010, the corporation shall file a resolution certifying the

23-34  adoption of the modified name.

23-35     3.  If the Secretary of State determines that the modified

23-36  corporate name complies with the provisions of [subsection 2 or 3]

23-37  of NRS 80.010, he shall issue the certificate in the foreign

23-38  corporation’s modified name if the foreign corporation otherwise

23-39  qualifies to do business in this state.

23-40     4.  A foreign corporation doing business in this state under a

23-41  modified corporate name approved by the Secretary of State shall

23-42  use the modified name in its dealings and communications with the

23-43  Secretary of State.

 

 

24-1      Sec. 35.  NRS 80.050 is hereby amended to read as follows:

24-2      80.050  1.  Except as otherwise provided in subsection 3,

24-3  foreign corporations shall pay the same fees to the Secretary of State

24-4  as are required to be paid by corporations organized pursuant to the

24-5  laws of this state, but the amount of fees to be charged must not

24-6  exceed:

24-7      (a) The sum of [$25,000] $35,000 for filing documents for

24-8  initial qualification; or

24-9      (b) The sum of [$25,000] $35,000 for each subsequent filing of

24-10  a certificate increasing authorized capital stock.

24-11     2.  If the corporate documents required to be filed set forth only

24-12  the total number of shares of stock the corporation is authorized to

24-13  issue without reference to value, the authorized shares shall be

24-14  deemed to be without par value and the filing fee must be computed

24-15  pursuant to paragraph (b) of subsection 3 of NRS 78.760.

24-16     3.  Foreign corporations which are nonprofit corporations and

24-17  which do not have or issue shares of stock shall pay the same fees to

24-18  the Secretary of State as are required to be paid by nonprofit

24-19  corporations organized pursuant to the laws of this state.

24-20     4.  The fee for filing a notice of withdrawal from the State of

24-21  Nevada by a foreign corporation is [$60.] $75.

24-22     Sec. 36.  NRS 80.070 is hereby amended to read as follows:

24-23      80.070  1.  A foreign corporation may change its resident

24-24  agent by filing with the Secretary of State:

24-25     (a) A certificate of change [,] of resident agent, signed by an

24-26  officer of the corporation, setting forth:

24-27         (1) The name of the corporation;

24-28         (2) The name and street address of the present resident agent;

24-29  and

24-30         (3) The name and street address of the new resident agent;

24-31  and

24-32     (b) A certificate of acceptance executed by the new resident

24-33  agent, which must be a part of or attached to the certificate of

24-34  change [. The change authorized by this subsection becomes

24-35  effective upon the filing of the certificate of change.] of resident

24-36  agent.

24-37     2.  If the name of a resident agent is changed as a result of a

24-38  merger, conversion, exchange, sale, reorganization or

24-39  amendment, the resident agent shall:

24-40     (a) File with the Secretary of State a certificate of name

24-41  change of resident agent that includes:

24-42         (1) The current name of the resident agent as filed with the

24-43  Secretary of State;

24-44         (2) The new name of the resident agent; and

25-1          (3) The name and file number of each artificial person

25-2  formed, organized, registered or qualified pursuant to the

25-3  provisions of this title that the resident agent represents; and

25-4      (b) Pay to the Secretary of State a filing fee of $100.

25-5      3.  A change authorized by subsection 1 or 2 becomes effective

25-6  upon the filing of the proper certificate of change.

25-7      4.  A [person who has been designated by a foreign corporation

25-8  as] resident agent [may file] who desires to resign shall:

25-9      (a) File with the Secretary of State a signed statement in the

25-10  manner provided pursuant to subsection 1 of NRS 78.097 that he is

25-11  unwilling to continue to act as the resident agent of the corporation

25-12  for the service of process [.

25-13     3.] ; and

25-14     (b) Pay to the Secretary of State the filing fee set forth in

25-15  subsection 1 of NRS 78.097.

25-16  A resignation is not effective until the signed statement is filed

25-17  with the Secretary of State.

25-18     5. Upon the filing of the statement of resignation with the

25-19  Secretary of State, the capacity of the resigning person as resident

25-20  agent terminates. If the statement of resignation is not accompanied

25-21  by a statement of the corporation appointing a successor resident

25-22  agent, the resigning resident agent shall give written notice, by mail,

25-23  to the corporation, of the filing of the statement and its effect. The

25-24  notice must be addressed to any officer of the corporation other than

25-25  the resident agent.

25-26     [4.] 6. If a resident agent dies, resigns or moves from the State,

25-27  the corporation, within 30 days thereafter, shall file with the

25-28  Secretary of State a certificate of acceptance executed by the new

25-29  resident agent. The certificate must set forth the name of the new

25-30  resident agent, his street address for the service of process, and his

25-31  mailing address if different from his street address.

25-32     [5.] 7. A corporation that fails to file a certificate of acceptance

25-33  executed by a new resident agent within 30 days after the death,

25-34  resignation or removal of its resident agent shall be deemed in

25-35  default and is subject to the provisions of NRS 80.150 and 80.160.

25-36     Sec. 37.  NRS 80.110 is hereby amended to read as follows:

25-37      80.110  1.  Each foreign corporation doing business in this

25-38  state shall, on or before the [first] last day of the [second] first

25-39  month after the filing of its certificate of corporate existence with

25-40  the Secretary of State, and annually thereafter on or before the last

25-41  day of the month in which the anniversary date of its qualification to

25-42  do business in this state occurs in each year, file with the Secretary

25-43  of State a list, on a form furnished by him, that contains:

26-1      (a) The names and addresses, either residence or business, of

26-2  its president, secretary and treasurer , or [their equivalent,] the

26-3  equivalent thereof, and all of its directors;

26-4      (b) [A designation of its] The name and street address of the

26-5  lawfully designated resident agent of the corporation in this state;

26-6  and

26-7      (c) The signature of an officer of the corporation.

26-8  Each list filed pursuant to this subsection must be accompanied by a

26-9  declaration under penalty of perjury that the foreign corporation has

26-10  complied with the provisions of chapter 364A of NRS[.] and which

26-11  acknowledges that pursuant to NRS 239.330, it is a category C

26-12  felony to knowingly offer any false or forged instrument for filing

26-13  with the Office of the Secretary of State.

26-14     2.  Upon filing:

26-15     (a) The initial list required by subsection 1, the corporation shall

26-16  pay to the Secretary of State a fee of [$165.] $125.

26-17     (b) Each annual list required by subsection 1, the corporation

26-18  shall pay to the Secretary of State [a fee of $85.] , if the amount

26-19  represented by the total number of shares provided for in the

26-20  articles is:

 

26-21  $75,000 or less  $125

26-22  Over $75,000 and not over $200,000  175

26-23  Over $200,000 and not over $500,000  275

26-24  Over $500,000 and not over $1,000,000  375

26-25  Over $1,000,000:

26-26    For the first $1,000,000  375

26-27    For each additional $500,000 or fraction thereof  275

26-28  The maximum fee which may be charged pursuant to paragraph

26-29  (b) for filing the annual list is $11,100.

 

26-30     3.  If a director or officer of a corporation resigns and the

26-31  resignation is not made in conjunction with the filing of an

26-32  annual or amended list of directors and officers, the corporation

26-33  shall pay to the Secretary of State a fee of $75 to file the

26-34  resignation of the director or officer.

26-35     4.  The Secretary of State shall, 60 days before the last day for

26-36  filing each annual list required by subsection 1, cause to be mailed

26-37  to each corporation which is required to comply with the provisions

26-38  of NRS 80.110 to 80.170, inclusive, and which has not become

26-39  delinquent, the blank forms to be completed and filed with him.

26-40  Failure of any corporation to receive the forms does not excuse it

26-41  from the penalty imposed by the provisions of NRS 80.110 to

26-42  80.170, inclusive.

27-1      [4.] 5. An annual list for a corporation not in default which is

27-2  received by the Secretary of State more than [60] 90 days before its

27-3  due date shall be deemed an amended list for the previous year and

27-4  does not satisfy the requirements of subsection 1 for the year to

27-5  which the due date is applicable.

27-6      Sec. 38.  NRS 80.120 is hereby amended to read as follows:

27-7      80.120  If a corporation has filed the initial or annual list in

27-8  compliance with NRS 80.110 and has paid the appropriate fee for

27-9  the filing, the cancelled check or other proof of payment received

27-10  by the corporation constitutes a certificate authorizing it to transact

27-11  its business within this state until the last day of the month in which

27-12  the anniversary of its qualification to transact business occurs in the

27-13  next succeeding calendar year. [If the corporation desires a formal

27-14  certificate upon its payment of the initial or annual fee, its payment

27-15  must be accompanied by a self-addressed, stamped envelope.]

27-16     Sec. 39.  NRS 80.140 is hereby amended to read as follows:

27-17      80.140  1.  [Every] Each list required to be filed under the

27-18  provisions of NRS 80.110 to 80.170, inclusive, must, after the name

27-19  of each officer and director listed thereon, set forth the [post office

27-20  box or street] address, either residence or business, of each officer

27-21  and director.

27-22     2.  If the addresses are not stated for each person on any list

27-23  offered for filing, the Secretary of State may refuse to file the list,

27-24  and the corporation for which the list has been offered for filing is

27-25  subject to all the provisions of NRS 80.110 to 80.170, inclusive,

27-26  relating to failure to file the list within or at the times therein

27-27  specified, unless a list is subsequently submitted for filing which

27-28  conforms to the provisions of this section.

27-29     Sec. 40.  NRS 80.150 is hereby amended to read as follows:

27-30      80.150  1.  Any corporation which is required to make a filing

27-31  and pay the fee prescribed in NRS 80.110 to 80.170, inclusive, and

27-32  which refuses or neglects to do so within the time provided[,] is in

27-33  default.

27-34     2.  For default there must be added to the amount of the fee a

27-35  penalty of [$50,] $75 and unless the filing is made and the fee and

27-36  penalty are paid on or before the [first day of the ninth month

27-37  following] last day of the month in which the anniversary date of

27-38  incorporation occurs in which filing was required, the defaulting

27-39  corporation by reason of its default forfeits its right to transact any

27-40  business within this state. The fee and penalty must be collected as

27-41  provided in this chapter.

27-42     Sec. 41.  NRS 80.160 is hereby amended to read as follows:

27-43      80.160  1.  The Secretary of State shall notify, by [letter

27-44  addressed] providing written notice to its resident agent, each

28-1  corporation deemed in default pursuant to NRS 80.150. The written

28-2  notice [must be accompanied by] :

28-3      (a) Must include a statement indicating the amount of the filing

28-4  fee, penalties incurred and costs remaining unpaid.

28-5      (b) At the request of the resident agent, may be provided

28-6  electronically.

28-7      2.  Immediately after the [first day of the ninth month following

28-8  the month in which filing was required,] last day of the month in

28-9  which the anniversary date of incorporation occurs, the Secretary

28-10  of State shall compile a [full and] complete list containing the names

28-11  of all corporations whose right to [do] transact business has been

28-12  forfeited.

28-13     3.  The Secretary of State shall notify, by [letter addressed]

28-14  providing written notice to its resident agent, each corporation

28-15  specified in subsection 2 of the forfeiture of its right to do business.

28-16  The written notice [must be accompanied by] :

28-17     (a) Must include a statement indicating the amount of the filing

28-18  fee, penalties incurred and costs remaining unpaid.

28-19     (b) At the request of the resident agent, may be provided

28-20  electronically.

28-21     Sec. 42.  NRS 80.170 is hereby amended to read as follows:

28-22      80.170  1.  Except as otherwise provided in subsections 3 and

28-23  4, the Secretary of State shall reinstate a corporation which has

28-24  forfeited or which forfeits its right to transact business under the

28-25  provisions of this chapter and shall restore to the corporation its

28-26  right to transact business in this state, and to exercise its corporate

28-27  privileges and immunities , if it:

28-28     (a) Files with the Secretary of State [a] :

28-29         (1) The list as provided in NRS 80.110 and 80.140;

28-30         (2) The statement required by section 4 of Senate Bill No.

28-31  124 of the 72nd Session of the Nevada Legislature, if applicable;

28-32  and

28-33         (3) A certificate of acceptance of appointment signed by its

28-34  resident agent; and

28-35     (b) Pays to the Secretary of State:

28-36         (1) The filing fee and penalty set forth in NRS 80.110 and

28-37  80.150 for each year or portion thereof that its right to transact

28-38  business was forfeited; [and]

28-39         (2) The fee set forth in section 4 of Senate Bill No. 124 of

28-40  the 72nd Session of the Nevada Legislature, if applicable; and

28-41         (3) A fee of [$200] $300 for reinstatement.

28-42     2.  [If payment is made and] When the Secretary of State

28-43  reinstates the corporation , [to its former rights,] he shall[:

28-44     (a) Immediately issue and deliver to the corporation so

28-45  reinstated a certificate of reinstatement authorizing it to transact

29-1  business in the same manner as if the filing fee had been paid when

29-2  due; and

29-3      (b) Upon demand,] issue to the corporation [one or more

29-4  certified copies of the] a certificate of reinstatement [.] if the

29-5  corporation:

29-6      (a) Requests a certificate of reinstatement; and

29-7      (b) Pays the required fees pursuant to subsection 8 of

29-8  NRS 78.785.

29-9      3.  The Secretary of State shall not order a reinstatement unless

29-10  all delinquent fees and penalties have been paid[,] and the

29-11  revocation of the right to transact business occurred only by reason

29-12  of failure to pay the fees and penalties.

29-13     4.  If the right of a corporation to transact business in this state

29-14  has been forfeited pursuant to the provisions of [NRS 80.160] this

29-15  chapter and has remained forfeited for a period of 5 consecutive

29-16  years, the right is not subject to reinstatement.

29-17     Sec. 43.  NRS 80.190 is hereby amended to read as follows:

29-18      80.190  1.  Except as otherwise provided in subsection 2, each

29-19  foreign corporation doing business in this state shall, not later than

29-20  the month of March in each year, publish a statement of its last

29-21  calendar year’s business in two numbers or issues of a newspaper

29-22  published in this state [.] that has a total weekly circulation of at

29-23  least 1,000. The statement must include:

29-24     (a) The name of the corporation.

29-25     (b) The name and title of the corporate officer submitting the

29-26  statement.

29-27     (c) The mailing or street address of the corporation’s principal

29-28  office.

29-29     (d) The mailing or street address of the corporation’s office in

29-30  this state, if one exists.

29-31     (e) The total assets and liabilities of the corporation at the end

29-32  of the year.

29-33     2.  If the corporation keeps its records on the basis of a fiscal

29-34  year other than the calendar, the statement required by subsection 1

29-35  must be published not later than the end of the third month

29-36  following the close of each fiscal year.

29-37     3.  A corporation which neglects or refuses to publish a

29-38  statement as required by this section is liable to a penalty of $100

29-39  for each month that the statement remains unpublished.

29-40     4.  Any district attorney in the State or the Attorney General

29-41  may sue to recover the penalty. The first county suing through its

29-42  district attorney shall recover the penalty, and if no suit is brought

29-43  for the penalty by any district attorney, the State may recover

29-44  through the Attorney General.

30-1      Sec. 44.  Chapter 81 of NRS is hereby amended by adding

30-2  thereto the provisions set forth as sections 45 and 46 of this act.

30-3      Sec. 45.  1.  Each document filed with the Secretary of State

30-4  pursuant to this chapter must be on or accompanied by a form

30-5  prescribed by the Secretary of State.

30-6      2.  The Secretary of State may refuse to file a document which

30-7  does not comply with subsection 1 or which does not contain all of

30-8  the information required by statute for filing the document.

30-9      3.  If the provisions of the form prescribed by the Secretary of

30-10  State conflict with the provisions of any document that is

30-11  submitted for filing with the form:

30-12     (a) The provisions of the form control for all purposes with

30-13  respect to the information that is required by statute to appear in

30-14  the document in order for the document to be filed; and

30-15     (b) Unless otherwise provided in the document, the provisions

30-16  of the document control in every other situation.

30-17     4.  The Secretary of State may by regulation provide for the

30-18  electronic filing of documents with the Office of the Secretary of

30-19  State.

30-20     Sec. 46.  1.  A nonprofit cooperative corporation, a

30-21  cooperative association, a charitable organization or any other

30-22  entity formed under the provisions of this chapter may correct a

30-23  document filed by the Secretary of State with respect to the entity if

30-24  the document contains an inaccurate record of an action

30-25  described in the document or was defectively executed, attested,

30-26  sealed, verified or acknowledged.

30-27     2.  To correct a document, the entity must:

30-28     (a) Prepare a certificate of correction which:

30-29         (1) States the name of the entity;

30-30         (2) Describes the document, including, without limitation,

30-31  its filing date;

30-32         (3) Specifies the inaccuracy or defect;

30-33         (4) Sets forth the inaccurate or defective portion of the

30-34  document in an accurate or corrected form; and

30-35         (5) Is signed by an officer of the entity or, if the certificate

30-36  is filed before the first meeting of the board of directors, by an

30-37  incorporator or director.

30-38     (b) Deliver the certificate to the Secretary of State for filing.

30-39     (c) Pay a filing fee of $25 to the Secretary of State.

30-40     3.  A certificate of correction is effective on the effective date

30-41  of the document it corrects except as to persons relying on the

30-42  uncorrected document and adversely affected by the correction. As

30-43  to those persons, the certificate is effective when filed.

 

 

31-1      Sec. 47.  NRS 81.200 is hereby amended to read as follows:

31-2      81.200  1.  [Every] Each association formed under NRS

31-3  81.170 to 81.270, inclusive, shall prepare articles of association in

31-4  writing, setting forth:

31-5      (a) The name of the association.

31-6      (b) The purpose for which it is formed.

31-7      (c) The name of the person designated as the resident agent, the

31-8  street address for service of process, and the mailing address if

31-9  different from the street address.

31-10     (d) The term for which it is to exist, which may be perpetual.

31-11     (e) The [number of the directors thereof, and the] names and

31-12  [residences of those] addresses, either residence or business, of the

31-13  directors selected for the first year.

31-14     (f) The amount which each member is to pay upon admission as

31-15  a fee for membership, and that each member signing the articles has

31-16  actually paid the fee.

31-17     (g) That the interest and right of each member therein is to be

31-18  equal.

31-19     (h) The name and [post office box or street] address, either

31-20  residence or business, of each of the persons executing the articles

31-21  of association.

31-22     2.  The articles of association must be subscribed by the

31-23  original associates or members.

31-24     3.  The articles so subscribed must be filed, together with a

31-25  certificate of acceptance of appointment executed by the resident

31-26  agent for the association, in the Office of the Secretary of State, who

31-27  shall furnish a certified copy thereof. From the time of the filing in

31-28  the Office of the Secretary of State, the association may exercise all

31-29  the powers for which it was formed.

31-30     Sec. 48.  Chapter 82 of NRS is hereby amended by adding

31-31  thereto the provisions set forth as sections 49 to 57, inclusive, of this

31-32  act.

31-33     Sec. 49.  1.  Each document filed with the Secretary of State

31-34  pursuant to this chapter must be on or accompanied by a form

31-35  prescribed by the Secretary of State.

31-36     2.  The Secretary of State may refuse to file a document which

31-37  does not comply with subsection 1 or which does not contain all of

31-38  the information required by statute for filing the document.

31-39     3.  If the provisions of the form prescribed by the Secretary of

31-40  State conflict with the provisions of any document that is

31-41  submitted for filing with the form:

31-42     (a) The provisions of the form control for all purposes with

31-43  respect to the information that is required by statute to appear in

31-44  the document in order for the document to be filed; and

32-1      (b) Unless otherwise provided in the document, the provisions

32-2  of the document control in every other situation.

32-3      4.  The Secretary of State may by regulation provide for the

32-4  electronic filing of documents with the Office of the Secretary of

32-5  State.

32-6      Sec. 50.  1.  A corporation may correct a document filed by

32-7  the Secretary of State with respect to the corporation if the

32-8  document contains an inaccurate record of a corporate action

32-9  described in the document or was defectively executed, attested,

32-10  sealed, verified or acknowledged.

32-11     2.  To correct a document, the corporation must:

32-12     (a) Prepare a certificate of correction which:

32-13         (1) States the name of the corporation;

32-14         (2) Describes the document, including, without limitation,

32-15  its filing date;

32-16         (3) Specifies the inaccuracy or defect;

32-17         (4) Sets forth the inaccurate or defective portion of the

32-18  document in an accurate or corrected form; and

32-19         (5) Is signed by an officer of the corporation or, if the

32-20  certificate is filed before the first meeting of the board of directors,

32-21  by an incorporator or director.

32-22     (b) Deliver the certificate to the Secretary of State for filing.

32-23     (c) Pay a filing fee of $25 to the Secretary of State.

32-24     3.  A certificate of correction is effective on the effective date

32-25  of the document it corrects except as to persons relying on the

32-26  uncorrected document and adversely affected by the correction. As

32-27  to those persons, the certificate is effective when filed.

32-28     Sec. 51.  1.  Each foreign nonprofit corporation doing

32-29  business in this state shall, on or before the last day of the first

32-30  month after the filing of its application for registration as a

32-31  foreign nonprofit corporation with the Secretary of State, and

32-32  annually thereafter on or before the last day of the month in

32-33  which the anniversary date of its qualification to do business in

32-34  this state occurs in each year, file with the Secretary of State a list,

32-35  on a form furnished by him, that contains:

32-36     (a) The name of the foreign nonprofit corporation;

32-37     (b) The file number of the foreign nonprofit corporation, if

32-38  known;

32-39     (c) The names and titles of the president, the secretary and the

32-40  treasurer, or the equivalent thereof, and all the directors of the

32-41  foreign nonprofit corporation;

32-42     (d) The address, either residence or business, of the president,

32-43  secretary and treasurer, or the equivalent thereof, and each

32-44  director of the foreign nonprofit corporation;

33-1      (e) The name and address of its lawfully designated resident

33-2  agent in this state; and

33-3      (f) The signature of an officer of the foreign nonprofit

33-4  corporation certifying that the list is true, complete and accurate.

33-5      2.  Each list filed pursuant to this section must be

33-6  accompanied by a declaration under penalty of perjury that the

33-7  foreign nonprofit corporation:

33-8      (a) Has complied with the provisions of chapter 364A of NRS;

33-9  and

33-10     (b) Acknowledges that pursuant to NRS 239.330, it is a

33-11  category C felony to knowingly offer any false or forged

33-12  instrument for filing with the Office of the Secretary of State.

33-13     3.  Upon filing the initial list and each annual list pursuant to

33-14  this section, the foreign nonprofit corporation must pay to the

33-15  Secretary of State a fee of $25.

33-16     4.  The Secretary of State shall, 60 days before the last day for

33-17  filing each annual list, cause to be mailed to each foreign

33-18  nonprofit corporation which is required to comply with the

33-19  provisions of sections 51 to 57, inclusive, of this act, and which

33-20  has not become delinquent, the blank forms to be completed and

33-21  filed with him. Failure of any foreign nonprofit corporation to

33-22  receive the forms does not excuse it from the penalty imposed by

33-23  the provisions of sections 51 to 57, inclusive, of this act.

33-24     5.  If the list to be filed pursuant to the provisions of

33-25  subsection 1 is defective or the fee required by subsection 3 is not

33-26  paid, the Secretary of State may return the list for correction or

33-27  payment.

33-28     6.  An annual list for a foreign nonprofit corporation not in

33-29  default that is received by the Secretary of State more than 90 days

33-30  before its due date shall be deemed an amended list for the

33-31  previous year and does not satisfy the requirements of subsection 1

33-32  for the year to which the due date is applicable.

33-33     Sec. 52.  If a foreign nonprofit corporation has filed the

33-34  initial or annual list in compliance with section 51 of this act and

33-35  has paid the appropriate fee for the filing, the cancelled check or

33-36  other proof of payment received by the foreign nonprofit

33-37  corporation constitutes a certificate authorizing it to transact its

33-38  business within this state until the last day of the month in which

33-39  the anniversary of its qualification to transact business occurs in

33-40  the next succeeding calendar year.

33-41     Sec. 53.  1.  Each list required to be filed under the

33-42  provisions of sections 51 to 57, inclusive, of this act must, after the

33-43  name of each officer listed thereon, set forth the address, either

33-44  residence or business, of each officer.

34-1      2.  If the addresses are not stated for each person on any list

34-2  offered for filing, the Secretary of State may refuse to file the list,

34-3  and the foreign nonprofit corporation for which the list has been

34-4  offered for filing is subject to all the provisions of sections 51 to

34-5  57, inclusive, of this act relating to failure to file the list within or

34-6  at the times therein specified, unless a list is subsequently

34-7  submitted for filing which conforms to the provisions of this

34-8  section.

34-9      Sec. 54.  1.  Each foreign nonprofit corporation which is

34-10  required to make a filing and pay the fee prescribed in sections 51

34-11  to 57, inclusive, of this act and which refuses or neglects to do so

34-12  within the time provided is in default.

34-13     2.  For default there must be added to the amount of the fee a

34-14  penalty of $50, and unless the filing is made and the fee and

34-15  penalty are paid on or before the last day of the month in which

34-16  the anniversary date of the foreign nonprofit corporation occurs,

34-17  the defaulting foreign nonprofit corporation forfeits its right to

34-18  transact any business within this state. The fee and penalty must

34-19  be collected as provided in this chapter.

34-20     Sec. 55.  1.  The Secretary of State shall notify, by providing

34-21  written notice to its resident agent, each foreign nonprofit

34-22  corporation deemed in default pursuant to section 54 of this act.

34-23  The written notice:

34-24     (a) Must include a statement indicating the amount of the

34-25  filing fee, penalties incurred and costs remaining unpaid.

34-26     (b) At the request of the resident agent, may be provided

34-27  electronically.

34-28     2.  Immediately after the last day of the month in which the

34-29  anniversary date of incorporation occurs, the Secretary of State

34-30  shall compile a complete list containing the names of all foreign

34-31  nonprofit corporations whose right to transact business has been

34-32  forfeited.

34-33     3.  The Secretary of State shall notify, by providing written

34-34  notice to its resident agent, each foreign nonprofit corporation

34-35  specified in subsection 2 of the forfeiture of its right to transact

34-36  business. The written notice:

34-37     (a) Must include a statement indicating the amount of the

34-38  filing fee, penalties incurred and costs remaining unpaid.

34-39     (b) At the request of the resident agent, may be provided

34-40  electronically.

34-41     Sec. 56.  1.  Except as otherwise provided in subsections 3

34-42  and 4, the Secretary of State shall reinstate a foreign nonprofit

34-43  corporation which has forfeited or which forfeits its right to

34-44  transact business pursuant to the provisions of sections 51 to 57,

34-45  inclusive, of this act and restore to the foreign nonprofit

35-1  corporation its right to transact business in this state, and to

35-2  exercise its corporate privileges and immunities, if it:

35-3      (a) Files with the Secretary of State a list as provided in section

35-4  51 of this act; and

35-5      (b) Pays to the Secretary of State:

35-6          (1) The filing fee and penalty set forth in sections 51 and 54

35-7  of this act for each year or portion thereof that its right to transact

35-8  business was forfeited; and

35-9          (2) A fee of $100 for reinstatement.

35-10     2.  When the Secretary of State reinstates the foreign

35-11  nonprofit corporation, he shall issue to the foreign nonprofit

35-12  corporation a certificate of reinstatement if the foreign nonprofit

35-13  corporation:

35-14     (a) Requests a certificate of reinstatement; and

35-15     (b) Pays the fees as provided in subsection 8 of NRS 78.785.

35-16     3.  The Secretary of State shall not order a reinstatement

35-17  unless all delinquent fees and penalties have been paid and the

35-18  revocation of the right to transact business occurred only by

35-19  reason of failure to pay the fees and penalties.

35-20     4.  If the right of a foreign nonprofit corporation to transact

35-21  business in this state has been forfeited pursuant to the provisions

35-22  of this chapter and has remained forfeited for a period of 5

35-23  consecutive years, the right to transact business must not be

35-24  reinstated.

35-25     Sec. 57.  1.  Except as otherwise provided in subsection 2, if

35-26  a foreign nonprofit corporation applies to reinstate its charter but

35-27  its name has been legally reserved or acquired by another artificial

35-28  person formed, organized, registered or qualified pursuant to the

35-29  provisions of this title and that name is on file with the Office of

35-30  the Secretary of State or reserved in the Office of the Secretary of

35-31  State pursuant to the provisions of this title, the foreign nonprofit

35-32  corporation must in its application for reinstatement submit in

35-33  writing to the Secretary of State some other name under which it

35-34  desires its existence to be reinstated. If that name is

35-35  distinguishable from all other names reserved or otherwise on file,

35-36  the Secretary of State shall reinstate the foreign nonprofit

35-37  corporation under that new name.

35-38     2.  If the applying foreign nonprofit corporation submits the

35-39  written, acknowledged consent of the artificial person having a

35-40  name, or who has reserved a name, which is not distinguishable

35-41  from the old name of the applying foreign nonprofit corporation

35-42  or a new name it has submitted, it may be reinstated under that

35-43  name.

35-44     3.  For the purposes of this section, a proposed name is not

35-45  distinguishable from a name on file or reserved solely because one

36-1  or the other contains distinctive lettering, a distinctive mark, a

36-2  trademark or a trade name, or any combination thereof.

36-3      4.  The Secretary of State may adopt regulations that interpret

36-4  the requirements of this section.

36-5      Sec. 58.  NRS 82.106 is hereby amended to read as follows:

36-6      82.106  1.  The Secretary of State shall not accept for filing

36-7  pursuant to this chapter any articles of incorporation or any

36-8  certificate of amendment of articles of incorporation of any

36-9  corporation formed or existing pursuant to this chapter if the name

36-10  of the corporation contains the words “trust,” “engineer,”

36-11  “engineered,” “engineering,” “professional engineer” or “licensed

36-12  engineer.”

36-13     2.  The Secretary of State shall not accept for filing any articles

36-14  of incorporation or any certificate of amendment of articles of

36-15  incorporation of any corporation formed or existing under this

36-16  chapter when it appears from the articles or the certificate of

36-17  amendment that the business to be carried on by the corporation is

36-18  subject to supervision by the Commissioner of Insurance.

36-19     3.  The Secretary of State shall not accept for filing pursuant to

36-20  this chapter any articles of incorporation or any certificate of

36-21  amendment of articles of incorporation of any corporation formed or

36-22  existing pursuant to this chapter if the name of the corporation

36-23  contains the [words] word “accountant,” “accounting,”

36-24  “accountancy,” “auditor” or “auditing.”

36-25     4.  The Secretary of State shall not accept for filing any

36-26  articles of incorporation or any certificate of amendment of

36-27  articles of incorporation of any corporation formed or existing

36-28  pursuant to the laws of this state which provides that the name of

36-29  the corporation contains the words “unit-owners’ association” or

36-30  “homeowners’ association” or if it appears in the articles of

36-31  incorporation or certificate of amendment that the purpose of the

36-32  corporation is to operate as a unit-owners’ association pursuant to

36-33  chapter 116 of NRS unless the Administrator of the Real Estate

36-34  Division of the Department of Business and Industry certifies that

36-35  the corporation has:

36-36     (a) Registered with the Ombudsman for Owners in Common-

36-37  Interest Communities pursuant to NRS 116.31158; and

36-38     (b) Paid to the Administrator of the Real Estate Division the

36-39  fees required pursuant to NRS 116.31155.

36-40     Sec. 59.  NRS 82.193 is hereby amended to read as follows:

36-41      82.193  1.  A corporation shall have a resident agent in the

36-42  manner provided in NRS 78.090, 78.095, 78.097 and 78.110. The

36-43  resident agent and the corporation shall comply with the provisions

36-44  of those sections.

37-1      2.  Upon notification from the Administrator of the Real

37-2  Estate Division of the Department of Business and Industry that a

37-3  corporation which is a unit-owners’ association as defined in NRS

37-4  116.110315 has failed to register pursuant to NRS 116.31158 or

37-5  failed to pay the fees pursuant to NRS 116.31155, the Secretary of

37-6  State shall deem the corporation to be in default. If, after the

37-7  corporation is deemed to be in default, the Administrator notifies

37-8  the Secretary of State that the corporation has registered pursuant

37-9  to NRS 116.31158 and paid the fees pursuant to NRS 116.31155,

37-10  the Secretary of State shall reinstate the corporation if the

37-11  corporation complies with the requirements for reinstatement as

37-12  provided in this section and NRS 78.180 and 78.185.

37-13     3.  A corporation is subject to the provisions of NRS 78.150 to

37-14  78.185, inclusive, except that:

37-15     (a) The fee for filing a list is [$15;] $25;

37-16     (b) The penalty added for default is [$5;] $50; and

37-17     (c) The fee for reinstatement is [$25.] $100.

37-18     Sec. 60.  NRS 82.356 is hereby amended to read as follows:

37-19      82.356  1.  [Every] Each amendment adopted pursuant to the

37-20  provisions of NRS 82.351 must be made in the following manner:

37-21     (a) The board of directors must adopt a resolution setting forth

37-22  the amendment proposed, approve it and, if the corporation has

37-23  members entitled to vote on an amendment to the articles, call a

37-24  meeting, either annual or special, of the members. The amendment

37-25  must also be approved by [every] each public official or other

37-26  person whose approval of an amendment of articles is required by

37-27  the articles.

37-28     (b) At the meeting of members, of which notice must be given

37-29  to each member entitled to vote pursuant to the provisions of this

37-30  section, a vote of the members entitled to vote in person or by proxy

37-31  must be taken for and against the proposed amendment. A majority

37-32  of a quorum of the voting power of the members or such greater

37-33  proportion of the voting power of members as may be required in

37-34  the case of a vote by classes, as provided in subsection 3, or as may

37-35  be required by the articles, must vote in favor of the amendment.

37-36     (c) Upon approval of the amendment by the directors, or if the

37-37  corporation has members entitled to vote on an amendment to the

37-38  articles, by both the directors and those members, and such other

37-39  persons or public officers, if any, as are required to do so by the

37-40  articles, [the chairman of the board or the president or vice

37-41  president, and the secretary or assistant secretary,] an officer of the

37-42  corporation must execute a certificate setting forth the amendment,

37-43  or setting forth the articles as amended, that the public officers or

37-44  other persons, if any, required by the articles have approved the

38-1  amendment, and the vote of the members and directors by which the

38-2  amendment was adopted.

38-3      (d) The certificate so executed must be filed in the Office of the

38-4  Secretary of State.

38-5      2.  Upon filing the certificate, the articles of incorporation are

38-6  amended accordingly.

38-7      3.  If any proposed amendment would alter or change any

38-8  preference or any relative or other right given to any class of

38-9  members, then the amendment must be approved by the vote, in

38-10  addition to the affirmative vote otherwise required, of the holders of

38-11  a majority of a quorum of the voting power of each class of

38-12  members affected by the amendment regardless of limitations or

38-13  restrictions on their voting power.

38-14     4.  In the case of any specified amendments, the articles may

38-15  require a larger vote of members than that required by this section.

38-16     Sec. 61.  NRS 82.451 is hereby amended to read as follows:

38-17      82.451  1.  A corporation may be dissolved and its affairs

38-18  wound up voluntarily if the board of directors adopts a resolution to

38-19  that effect and calls a meeting of the members entitled to vote to

38-20  take action upon the resolution. The resolution must also be

38-21  approved by any person or superior organization whose approval is

38-22  required by a provision of the articles authorized by NRS 82.091.

38-23  The meeting of the members must be held with due notice. If at the

38-24  meeting the members entitled to exercise a majority of all the voting

38-25  power consent by resolution to the dissolution, a certificate signed

38-26  by an officer of the corporation setting forth that the dissolution has

38-27  been approved in compliance with this section, together with a list

38-28  of the names and [residences] addresses, either residence or

38-29  business, of the [directors and officers, executed by the chairman of

38-30  the board, president or vice president, and the secretary or an

38-31  assistant secretary,] president, the secretary and the treasurer, or

38-32  the equivalent thereof, and all the directors of the corporation,

38-33  must be filed in the Office of the Secretary of State.

38-34     2.  If a corporation has no members entitled to vote upon a

38-35  resolution calling for the dissolution of the corporation, the

38-36  corporation may be dissolved and its affairs wound up voluntarily

38-37  by the board of directors if it adopts a resolution to that effect. The

38-38  resolution must also be approved by any person or superior

38-39  organization whose approval is required by a provision of the

38-40  articles authorized by NRS 82.091. A certificate setting forth that

38-41  the dissolution has been approved in compliance with this section

38-42  and a list of the officers and directors, [executed] signed as provided

38-43  in subsection 1, must be filed in the Office of the Secretary of State.

38-44     3.  Upon the dissolution of any corporation under the provisions

38-45  of this section or upon the expiration of its period of corporate

39-1  existence, the directors are the trustees of the corporation in

39-2  liquidation and in winding up the affairs of the corporation. The act

39-3  of a majority of the directors as trustees remaining in office is the

39-4  act of the directors as trustees.

39-5      Sec. 62.  NRS 82.526 is hereby amended to read as follows:

39-6      82.526  The Secretary of State may microfilm or image any

39-7  document which is filed in his office by a corporation pursuant to

39-8  this chapter and may return the original document to the

39-9  corporation.

39-10     Sec. 63.  NRS 82.531 is hereby amended to read as follows:

39-11      82.531  1.  The fee for filing articles of incorporation,

39-12  amendments to or restatements of articles of incorporation,

39-13  certificates pursuant to NRS 82.061 and 82.063 and documents for

39-14  dissolution is [$25] $50 for each document.

39-15     2.  Except as otherwise provided in NRS 82.193 and subsection

39-16  1, the fees for filing documents are those set forth in NRS 78.765 to

39-17  78.785, inclusive.

39-18     Sec. 64.  NRS 82.546 is hereby amended to read as follows:

39-19      82.546  1.  Any corporation which did exist or is existing

39-20  pursuant to the laws of this state may, upon complying with the

39-21  provisions of NRS 78.150 and 82.193, procure a renewal or revival

39-22  of its charter for any period, together with all the rights, franchises,

39-23  privileges and immunities, and subject to all its existing and

39-24  preexisting debts, duties and liabilities secured or imposed by its

39-25  original charter and amendments thereto, or its existing charter, by

39-26  filing:

39-27     (a) A certificate with the Secretary of State, which must set

39-28  forth:

39-29         (1) The name of the corporation, which must be the name of

39-30  the corporation at the time of the renewal or revival, or its name at

39-31  the time its original charter expired.

39-32         (2) The name and street address of the lawfully designated

39-33  resident agent of the filing corporation, and his mailing address if

39-34  different from his street address.

39-35         (3) The date when the renewal or revival of the charter is to

39-36  commence or be effective, which may be, in cases of a revival,

39-37  before the date of the certificate.

39-38         (4) Whether or not the renewal or revival is to be perpetual,

39-39  and, if not perpetual, the time for which the renewal or revival is to

39-40  continue.

39-41         (5) That the corporation desiring to renew or revive its

39-42  charter is, or has been, organized and carrying on the business

39-43  authorized by its existing or original charter and amendments

39-44  thereto, and desires to renew or continue through revival its

39-45  existence pursuant to and subject to the provisions of this chapter.

40-1      (b) A list of its president, secretary and treasurer and all of its

40-2  directors and their post office box and street addresses, either

40-3  residence or business.

40-4      2.  A corporation whose charter has not expired and is being

40-5  renewed shall cause the certificate to be signed by its president or

40-6  vice president and secretary or assistant secretary. The certificate

40-7  must be approved by a majority of the last-appointed surviving

40-8  directors.

40-9      3.  A corporation seeking to revive its original or amended

40-10  charter shall cause the certificate to be signed by its president or

40-11  vice president and secretary or assistant secretary. The execution

40-12  and filing of the certificate must be approved unanimously by the

40-13  last-appointed surviving directors of the corporation and must

40-14  contain a recital that unanimous consent was secured. The

40-15  corporation shall pay to the Secretary of State the fee required to

40-16  establish a new corporation pursuant to the provisions of this

40-17  chapter.

40-18     4.  The filed certificate, or a copy thereof which has been

40-19  certified under the hand and seal of the Secretary of State, must be

40-20  received in all courts and places as prima facie evidence of the facts

40-21  therein stated and of the existence and incorporation of the

40-22  corporation named therein.

40-23     Sec. 65.  Chapter 84 of NRS is hereby amended by adding

40-24  thereto the provisions set forth as sections 66 and 67 of this act.

40-25     Sec. 66.  1.  Each document filed with the Secretary of State

40-26  pursuant to this chapter must be on or accompanied by a form

40-27  prescribed by the Secretary of State.

40-28     2.  The Secretary of State may refuse to file a document which

40-29  does not comply with subsection 1 or which does not contain all

40-30  the information required by statute for filing the document.

40-31     3.  If the provisions of the form prescribed by the Secretary of

40-32  State conflict with the provisions of any document that is

40-33  submitted for filing with the form:

40-34     (a) The provisions of the form control for all purposes with

40-35  respect to the information that is required by statute to appear in

40-36  the document in order for the document to be filed; and

40-37     (b) Unless otherwise provided in the document, the provisions

40-38  of the document control in every other situation.

40-39     4.  The Secretary of State may by regulation provide for the

40-40  electronic filing of documents with the Office of the Secretary of

40-41  State.

40-42     Sec. 67.  1.  A corporation sole may correct a document filed

40-43  by the Secretary of State with respect to the corporation sole if the

40-44  document contains an inaccurate record of an action of the

41-1  corporation sole described in the document or was defectively

41-2  executed, attested, sealed, verified or acknowledged.

41-3      2.  To correct a document, the corporation sole must:

41-4      (a) Prepare a certificate of correction which:

41-5          (1) States the name of the corporation sole;

41-6          (2) Describes the document, including, without limitation,

41-7  its filing date;

41-8          (3) Specifies the inaccuracy or defect;

41-9          (4) Sets forth the inaccurate or defective portion of the

41-10  document in an accurate or corrected form; and

41-11         (5) Is signed by an archbishop, bishop, president, trustee in

41-12  trust, president of stake, president of congregation, overseer,

41-13  presiding elder, district superintendent or other presiding officer

41-14  or clergyman of a church, religious society or denomination, who

41-15  has been chosen, elected or appointed in conformity with the

41-16  constitution, canons, rites, regulations or discipline of the church,

41-17  religious society or denomination, and in whom is vested the legal

41-18  title to the property held for the purpose, use or benefit of the

41-19  church or religious society or denomination.

41-20     (b) Deliver the certificate to the Secretary of State for filing.

41-21     (c) Pay a filing fee of $25 to the Secretary of State.

41-22     3.  A certificate of correction is effective on the effective date

41-23  of the document it corrects except as to persons relying on the

41-24  uncorrected document and adversely affected by the correction. As

41-25  to those persons, the certificate is effective when filed.

41-26     Sec. 68.  NRS 84.090 is hereby amended to read as follows:

41-27      84.090  1.  The fee for filing articles of incorporation,

41-28  amendments to or restatements of articles of incorporation [,

41-29  certificates of reinstatement] and documents for dissolution is [$25]

41-30  $50 for each document.

41-31     2.  Except as otherwise provided in this chapter, the fees set

41-32  forth in NRS 78.785 apply to this chapter.

41-33     Sec. 69.  NRS 84.110 is hereby amended to read as follows:

41-34      84.110  1.  Every corporation sole must have a resident agent

41-35  in the manner provided in NRS 78.090 and 78.095, subsections 1 to

41-36  4, inclusive, of NRS 78.097 and NRS 78.110. The resident agent

41-37  shall comply with the provisions of those sections.

41-38     2.  A corporation sole that fails to file a certificate of acceptance

41-39  executed by the new resident agent within 30 days after the death,

41-40  resignation or removal of its former resident agent shall be deemed

41-41  in default and is subject to the provisions of NRS 84.130 and

41-42  84.140.

41-43     3.  [No] A corporation sole [may be required to file an annual

41-44  list of officers, directors and designation of resident agent.] is

42-1  subject to the provisions of NRS 78.150 to 78.185, inclusive, except

42-2  that:

42-3      (a) The fee for filing a list is $25;

42-4      (b) The penalty added for default is $50; and

42-5      (c) The fee for reinstatement is $100.

42-6      Sec. 70.  NRS 84.120 is hereby amended to read as follows:

42-7      84.120  1.  A resident agent who wishes to resign shall [file] :

42-8      (a) File with the Secretary of State a signed statement [for each

42-9  corporation sole] in the manner provided pursuant to subsection 1

42-10  of NRS 78.097 that he is unwilling to continue to act as the resident

42-11  agent of the corporation for the service of process [.] ; and

42-12     (b) Pay to the Secretary of State the filing fee set forth in

42-13  subsection 1 of NRS 78.097.

42-14  A resignation is not effective until the signed statement is filed with

42-15  the Secretary of State.

42-16     2.  The statement of resignation may contain a statement of the

42-17  affected corporation sole appointing a successor resident agent for

42-18  that corporation. A certificate of acceptance executed by the new

42-19  resident agent, stating the full name, complete street address and, if

42-20  different from the street address, mailing address of the new resident

42-21  agent, must accompany the statement appointing a successor

42-22  resident agent.

42-23     3.  Upon the filing of the statement of resignation with the

42-24  Secretary of State, the capacity of the resigning person as resident

42-25  agent terminates. If the statement of resignation contains no

42-26  statement by the corporation sole appointing a successor resident

42-27  agent, the resigning resident agent shall immediately give written

42-28  notice, by mail, to the corporation of the filing of the statement and

42-29  its effect. The notice must be addressed to the person in whom is

42-30  vested the legal title to property specified in NRS 84.020.

42-31     4.  If a resident agent dies, resigns or removes from the State,

42-32  the corporation sole, within 30 days thereafter, shall file with the

42-33  Secretary of State a certificate of acceptance executed by the new

42-34  resident agent. The certificate must set forth the full name and

42-35  complete street address of the new resident agent for the service of

42-36  process, and may have a separate mailing address, such as a post

42-37  office box, which may be different from the street address.

42-38     5.  A corporation sole that fails to file a certificate of acceptance

42-39  executed by the new resident agent within 30 days after the death,

42-40  resignation or removal of its former resident agent shall be deemed

42-41  in default and is subject to the provisions of NRS 84.130 and

42-42  84.140.

42-43     Sec. 71.  NRS 84.140 is hereby amended to read as follows:

42-44      84.140  1.  The Secretary of State shall notify, by [letter

42-45  addressed] providing written notice to its resident agent, each

43-1  corporation sole deemed in default pursuant to the provisions of this

43-2  chapter. The notice [must be accompanied by] :

43-3      (a) Must include a statement indicating the amount of the filing

43-4  fee, penalties incurred and costs remaining unpaid.

43-5      (b) At the request of the resident agent, may be provided

43-6  electronically.

43-7      2.  On the first day of the [ninth] first anniversary of the month

43-8  following the month in which the filing was required, the charter of

43-9  the corporation sole is revoked and its right to transact business is

43-10  forfeited.

43-11     3.  The Secretary of State shall compile a complete list

43-12  containing the names of all corporations sole whose right to [do]

43-13  transact business has been forfeited.

43-14     4.  The Secretary of State shall forthwith notify, by [letter

43-15  addressed] providing written notice to its resident agent, each [such]

43-16  corporation specified in subsection 3 of the forfeiture of its charter.

43-17  The written notice [must be accompanied by] :

43-18     (a) Must include a statement indicating the amount of the filing

43-19  fee, penalties incurred and costs remaining unpaid.

43-20     (b) At the request of the resident agent, may be provided

43-21  electronically.

43-22     Sec. 72.  Chapter 86 of NRS is hereby amended by adding

43-23  thereto the provisions set forth assections 73 to 82, inclusive, of this

43-24  act.

43-25     Sec. 73.  1.  At the time of submitting any list required

43-26  pursuant to NRS 86.263, a limited-liability company that meets the

43-27  criteria set forth in subsection 2 must submit:

43-28     (a) The statement required pursuant to subsection 3,

43-29  accompanied by a declaration under penalty of perjury attesting

43-30  that the statement does not contain any material misrepresentation

43-31  of fact; and

43-32     (b) A fee of $100,000, to be distributed in the manner provided

43-33  pursuant to subsection 4.

43-34     2.  A limited-liability company must submit a statement

43-35  pursuant to this section if the limited-liability company, including

43-36  its parent and all subsidiaries:

43-37     (a) Holds 25 percent or more of the share of the market within

43-38  this state for any product sold or distributed by the limited-liability

43-39  company within this state; and

43-40     (b) Has had, during the previous 5-year period, a total of five

43-41  or more investigations commenced against the limited-liability

43-42  company, its parent or its subsidiaries in any jurisdiction within

43-43  the United States, including all state and federal investigations:

43-44         (1) Which concern any alleged contract, combination or

43-45  conspiracy in restraint of trade, as described in subsection 1 of

44-1  NRS 598A.060, or which concern similar activities prohibited by a

44-2  substantially similar law of another jurisdiction; and

44-3          (2) Which resulted in the limited-liability company being

44-4  fined or otherwise penalized or which resulted in the limited-

44-5  liability company being required to divest any holdings or being

44-6  unable to acquire any holdings as a condition for the settlement,

44-7  dismissal or resolution of those investigations.

44-8      3.  A limited-liability company that meets the criteria set forth

44-9  in subsection 2 shall submit a statement which includes the

44-10  following information with respect to each investigation:

44-11      (a) The jurisdiction in which the investigation was commenced.

44-12     (b) A summary of the nature of the investigation and the facts

44-13  and circumstances surrounding the investigation.

44-14     (c) If the investigation resulted in criminal or civil litigation, a

44-15  copy of all pleadings filed in the investigation by any party to the

44-16  litigation.

44-17     (d) A summary of the outcome of the investigation, including

44-18  specific information concerning whether any fine or penalty was

44-19  imposed against the limited-liability company and whether the

44-20  limited-liability company was required to divest any holdings or

44-21  was unable to acquire any holdings as a condition for the

44-22  settlement, dismissal or resolution of the investigation.

44-23     4.  The fee collected pursuant to subsection 1 must be

44-24  deposited in the Attorney General’s Administration Budget

44-25  Account and used solely for the purpose of investigating any

44-26  alleged contract, combination or conspiracy in restraint of trade,

44-27  as described in subsection 1 of NRS 598A.060.

44-28     Sec. 74.  1.  Each document filed with the Secretary of State

44-29  pursuant to this chapter must be on or accompanied by a form

44-30  prescribed by the Secretary of State.

44-31     2.  The Secretary of State may refuse to file a document which

44-32  does not comply with subsection 1 or which does not contain all of

44-33  the information required by statute for filing the document.

44-34     3.  If the provisions of the form prescribed by the Secretary of

44-35  State conflict with the provisions of any document that is

44-36  submitted for filing with the form:

44-37     (a) The provisions of the form control for all purposes with

44-38  respect to the information that is required by statute to appear in

44-39  the document in order for the document to be filed; and

44-40     (b) Unless otherwise provided in the document, the provisions

44-41  of the document control in every other situation.

44-42     4.  The Secretary of State may by regulation provide for the

44-43  electronic filing of documents with the Office of the Secretary of

44-44  State.

45-1      Sec. 75.  1.  Each foreign limited-liability company doing

45-2  business in this state shall, on or before the last day of the first

45-3  month after the filing of its application for registration as a

45-4  foreign limited-liability company with the Secretary of State, and

45-5  annually thereafter on or before the last day of the month in

45-6  which the anniversary date of its qualification to do business in

45-7  this state occurs in each year, file with the Secretary of State a list

45-8  on a form furnished by him that contains:

45-9      (a) The name of the foreign limited-liability company;

45-10     (b) The file number of the foreign limited-liability company, if

45-11  known;

45-12     (c) The names and titles of all its managers or, if there is no

45-13  manager, all its managing members;

45-14     (d) The address, either residence or business, of each manager

45-15  or managing member listed pursuant to paragraph (c);

45-16     (e) The name and address of its lawfully designated resident

45-17  agent in this state; and

45-18     (f) The signature of a manager or managing member of the

45-19  foreign limited-liability company certifying that the list is true,

45-20  complete and accurate.

45-21     2.  Each list filed pursuant to this section must be

45-22  accompanied by a declaration under penalty of perjury that the

45-23  foreign limited-liability company:

45-24     (a) Has complied with the provisions of chapter 364A of NRS;

45-25  and

45-26     (b) Acknowledges that pursuant to NRS 239.330, it is a

45-27  category C felony to knowingly offer any false or forged

45-28  instrument for filing with the Office of the Secretary of State.

45-29     3.  Upon filing:

45-30     (a) The initial list required by this section, the foreign limited-

45-31  liability company shall pay to the Secretary of State a fee of $125.

45-32     (b) Each annual list required by this section, the foreign

45-33  limited-liability company shall pay to the Secretary of State a fee

45-34  of $125.

45-35     4.  If a manager or managing member of a foreign limited-

45-36  liability company resigns and the resignation is not made in

45-37  conjunction with the filing of an annual or amended list of

45-38  managers and managing members, the foreign limited-liability

45-39  company shall pay to the Secretary of State a fee of $75 to file the

45-40  resignation of the manager or managing member.

45-41     5.  The Secretary of State shall, 60 days before the last day for

45-42  filing each annual list required by this section, cause to be mailed

45-43  to each foreign limited-liability company which is required to

45-44  comply with the provisions of sections 75 to 82, inclusive, of this

45-45  act, and which has not become delinquent, the blank forms to be

46-1  completed and filed with him. Failure of any foreign limited-

46-2  liability company to receive the forms does not excuse it from the

46-3  penalty imposed by the provisions of sections 75 to 82, inclusive, of

46-4  this act.

46-5      6.  If the list to be filed pursuant to the provisions of

46-6  subsection 1 is defective or the fee required by subsection 3 is not

46-7  paid, the Secretary of State may return the list for correction or

46-8  payment.

46-9      7.  An annual list for a foreign limited-liability company not

46-10  in default which is received by the Secretary of State more than 90

46-11  days before its due date must be deemed an amended list for the

46-12  previous year and does not satisfy the requirements of this section

46-13  for the year to which the due date is applicable.

46-14     Sec. 76.  1.  At the time of submitting any list required

46-15  pursuant to section 75 of this act, a foreign limited-liability

46-16  company that meets the criteria set forth in subsection 2 must

46-17  submit:

46-18     (a) The statement required pursuant to subsection 3,

46-19  accompanied by a declaration under penalty of perjury attesting

46-20  that the statement does not contain any material misrepresentation

46-21  of fact; and

46-22     (b) A fee of $100,000, to be distributed in the manner provided

46-23  pursuant to subsection 4.

46-24     2.  A foreign limited-liability company must submit a

46-25  statement pursuant to this section if the foreign limited-liability

46-26  company, including its parent and all subsidiaries:

46-27     (a) Holds 25 percent or more of the share of the market within

46-28  this state for any product sold or distributed by the foreign limited-

46-29  liability company within this state; and

46-30     (b) Has had, during the previous 5-year period, a total of five

46-31  or more investigations commenced against the foreign limited-

46-32  liability company, its parent or its subsidiaries in any jurisdiction

46-33  within the United States, including all state and federal

46-34  investigations:

46-35         (1) Which concern any alleged contract, combination or

46-36  conspiracy in restraint of trade, as described in subsection 1 of

46-37  NRS 598A.060, or which concern similar activities prohibited by a

46-38  substantially similar law of another jurisdiction; and

46-39         (2) Which resulted in the foreign limited-liability company

46-40  being fined or otherwise penalized or which resulted in the foreign

46-41  limited-liability company being required to divest any holdings or

46-42  being unable to acquire any holdings as a condition for the

46-43  settlement, dismissal or resolution of those investigations.

47-1      3.  A foreign limited-liability company that meets the criteria

47-2  set forth in subsection 2 shall submit a statement which includes

47-3  the following information with respect to each investigation:

47-4      (a) The jurisdiction in which the investigation was commenced.

47-5      (b) A summary of the nature of the investigation and the facts

47-6  and circumstances surrounding the investigation.

47-7      (c) If the investigation resulted in criminal or civil litigation, a

47-8  copy of all pleadings filed in the investigation by any party to the

47-9  litigation.

47-10     (d) A summary of the outcome of the investigation, including

47-11  specific information concerning whether any fine or penalty was

47-12  imposed against the foreign limited-liability company and whether

47-13  the foreign limited-liability company was required to divest any

47-14  holdings or was unable to acquire any holdings as a condition for

47-15  the settlement, dismissal or resolution of the investigation.

47-16     4.  The fee collected pursuant to subsection 1 must be

47-17  deposited in the Attorney General’s Administration Budget

47-18  Account and used solely for the purpose of investigating any

47-19  alleged contract, combination or conspiracy in restraint of trade,

47-20  as described in subsection 1 of NRS 598A.060.

47-21     Sec. 77.  If a foreign limited-liability company has filed the

47-22  initial or annual list in compliance with section 75 of this act and

47-23  has paid the appropriate fee for the filing, the cancelled check or

47-24  other proof of payment received by the foreign limited-liability

47-25  company constitutes a certificate authorizing it to transact its

47-26  business within this state until the last day of the month in which

47-27  the anniversary of its qualification to transact business occurs in

47-28  the next succeeding calendar year.

47-29     Sec. 78.  1.  Each list required to be filed under the

47-30  provisions of sections 75 to 82, inclusive, of this act must, after the

47-31  name of each manager or, if there is no manager, each of its

47-32  managing members listed thereon, set forth the address, either

47-33  residence or business, of each manager or managing member.

47-34     2.  If the addresses are not stated for each person on any list

47-35  offered for filing, the Secretary of State may refuse to file the list,

47-36  and the foreign limited-liability company for which the list has

47-37  been offered for filing is subject to all the provisions of sections 75

47-38  to 82, inclusive, of this act relating to failure to file the list within

47-39  or at the times therein specified, unless a list is subsequently

47-40  submitted for filing which conforms to the provisions of this

47-41  section.

47-42     Sec. 79.  1.  Each foreign limited-liability company which is

47-43  required to make a filing and pay the fee prescribed in sections 75

47-44  to 82, inclusive, of this act and which refuses or neglects to do so

47-45  within the time provided is in default.

48-1      2.  For default there must be added to the amount of the fee a

48-2  penalty of $75, and unless the filing is made and the fee and

48-3  penalty are paid on or before the last day of the month in which

48-4  the anniversary date of the foreign limited-liability company

48-5  occurs, the defaulting foreign limited-liability company by reason

48-6  of its default forfeits its right to transact any business within this

48-7  state. The fee and penalty must be collected as provided in this

48-8  chapter.

48-9      Sec. 80.  1.  The Secretary of State shall notify, by providing

48-10  written notice to its resident agent, each foreign limited-liability

48-11  company deemed in default pursuant to section 79 of this act. The

48-12  written notice:

48-13     (a) Must include a statement indicating the amount of the

48-14  filing fee, penalties incurred and costs remaining unpaid.

48-15     (b) At the request of the resident agent, may be provided

48-16  electronically.

48-17     2.  Immediately after the last day of the month in which the

48-18  anniversary date of its organization occurs, the Secretary of State

48-19  shall compile a complete list containing the names of all foreign

48-20  limited-liability companies whose right to transact business has

48-21  been forfeited.

48-22     3.  The Secretary of State shall notify, by providing written

48-23  notice to its resident agent, each foreign limited-liability company

48-24  specified in subsection 2 of the forfeiture of its right to transact

48-25  business. The written notice:

48-26     (a) Must include a statement indicating the amount of the

48-27  filing fee, penalties incurred and costs remaining unpaid.

48-28     (b) At the request of the resident agent, may be provided

48-29  electronically.

48-30     Sec. 81.  1.  Except as otherwise provided in subsections 3

48-31  and 4, the Secretary of State shall reinstate a foreign limited-

48-32  liability company which has forfeited or which forfeits its right to

48-33  transact business under the provisions of this chapter and shall

48-34  restore to the foreign limited-liability company its right to transact

48-35  business in this state, and to exercise its privileges and immunities,

48-36  if it:

48-37     (a) Files with the Secretary of State:

48-38         (1) The list required by section 75 of this act;

48-39         (2) The statement required by section 76 of this act, if

48-40  applicable; and

48-41         (3) A certificate of acceptance of appointment signed by its

48-42  resident agent; and

48-43     (b) Pays to the Secretary of State:

49-1          (1) The filing fee and penalty set forth in sections 75 and 79

49-2  of this act for each year or portion thereof that its right to transact

49-3  business was forfeited;

49-4          (2) The fee set forth in section 76 of this act, if applicable;

49-5  and

49-6          (3) A fee of $300 for reinstatement.

49-7      2.  When the Secretary of State reinstates the foreign limited-

49-8  liability company, he shall issue to the foreign limited-liability

49-9  company a certificate of reinstatement if the foreign limited-

49-10  liability company:

49-11     (a) Requests a certificate of reinstatement; and

49-12     (b) Pays the required fees pursuant to NRS 86.561.

49-13     3.  The Secretary of State shall not order a reinstatement

49-14  unless all delinquent fees and penalties have been paid and the

49-15  revocation of the right to transact business occurred only by

49-16  reason of failure to pay the fees and penalties.

49-17     4.  If the right of a foreign limited-liability company to

49-18  transact business in this state has been forfeited pursuant to the

49-19  provisions of this chapter and has remained forfeited for a period

49-20  of 5 consecutive years, the right must not be reinstated.

49-21     Sec. 82.  1.  Except as otherwise provided in subsection 2, if

49-22  a foreign limited-liability company applies to reinstate its

49-23  registration but its name has been legally reserved or acquired by

49-24  another artificial person formed, organized, registered or qualified

49-25  pursuant to the provisions of this title whose name is on file with

49-26  the Office of the Secretary of State or reserved in the Office of the

49-27  Secretary of State pursuant to the provisions of this title, the

49-28  foreign limited-liability company must in its application for

49-29  reinstatement submit in writing to the Secretary of State some

49-30  other name under which it desires its existence to be reinstated. If

49-31  that name is distinguishable from all other names reserved or

49-32  otherwise on file, the Secretary of State shall reinstate the foreign

49-33  limited-liability company under that new name.

49-34     2.  If the applying foreign limited-liability company submits

49-35  the written, acknowledged consent of the artificial person having a

49-36  name, or the person who has reserved a name, which is not

49-37  distinguishable from the old name of the applying foreign limited-

49-38  liability company or a new name it has submitted, it may be

49-39  reinstated under that name.

49-40     3.  For the purposes of this section, a proposed name is not

49-41  distinguishable from a name on file or reserved solely because one

49-42  or the other contains distinctive lettering, a distinctive mark, a

49-43  trademark or a trade name, or any combination thereof.

49-44     4.  The Secretary of State may adopt regulations that interpret

49-45  the requirements of this section.

50-1      Sec. 83.  NRS 86.161 is hereby amended to read as follows:

50-2      86.161  1.  The articles of organization must set forth:

50-3      (a) The name of the limited-liability company;

50-4      (b) The name and complete street address of its resident agent,

50-5  and the mailing address of the resident agent if different from the

50-6  street address;

50-7      (c) The name and [post office or street] address, either residence

50-8  or business, of each of the organizers executing the articles; and

50-9      (d) If the company is to be managed by:

50-10         (1) One or more managers, the name and [post office or

50-11  street] address, either residence or business, of each manager; or

50-12         (2) The members, the name and [post office or street]

50-13  address, either residence or business, of each member.

50-14     2.  The articles may set forth any other provision, not

50-15  inconsistent with law, which the members elect to set out in the

50-16  articles of organization for the regulation of the internal affairs of

50-17  the company, including any provisions which under this chapter are

50-18  required or permitted to be set out in the operating agreement of the

50-19  company.

50-20     3.  It is not necessary to set out in the articles of organization:

50-21     (a) The rights, if any, of the members to contract debts on behalf

50-22  of the limited-liability company; or

50-23     (b) Any of the powers enumerated in this chapter.

50-24     Sec. 84.  NRS 86.171 is hereby amended to read as follows:

50-25      86.171  1.  The name of a limited-liability company formed

50-26  under the provisions of this chapter must contain the words

50-27  “Limited-Liability Company,” “Limited Company,” or “Limited” or

50-28  the abbreviations “Ltd.,” “L.L.C.,” “L.C.,” “LLC” or “LC.” The

50-29  word “Company” may be abbreviated as “Co.”

50-30     2.  The name proposed for a limited-liability company must be

50-31  distinguishable on the records of the Secretary of State from the

50-32  names of all other artificial persons formed, organized, registered or

50-33  qualified pursuant to the provisions of this title that are on file in the

50-34  Office of the Secretary of State and all names that are reserved in

50-35  the Office of the Secretary of State pursuant to the provisions of this

50-36  title. If a proposed name is not so distinguishable, the Secretary of

50-37  State shall return the articles of organization to the organizer, unless

50-38  the written, acknowledged consent of the holder of the name on file

50-39  or reserved name to use the same name or the requested similar

50-40  name accompanies the articles of organization.

50-41     3.  For the purposes of this section and NRS 86.176, a proposed

50-42  name is not distinguishable from a name on file or reserved name

50-43  solely because one or the other contains distinctive lettering, a

50-44  distinctive mark, a trademark or a trade name, or any combination

50-45  [of these.] thereof.

51-1      4.  The name of a limited-liability company whose charter has

51-2  been revoked, which has merged and is not the surviving entity or

51-3  whose existence has otherwise terminated is available for use by any

51-4  other artificial person.

51-5      5.  The Secretary of State shall not accept for filing any articles

51-6  of organization for any limited-liability company if the name of the

51-7  limited-liability company contains the [words] word “accountant,”

51-8  “accounting,” “accountancy,” “auditor” or “auditing” unless the

51-9  Nevada State Board of Accountancy certifies that the limited-

51-10  liability company:

51-11     (a) Is registered pursuant to the provisions of chapter 628 of

51-12  NRS; or

51-13     (b) Has filed with the Nevada State Board of Accountancy

51-14  under penalty of perjury a written statement that the limited-liability

51-15  company is not engaged in the practice of accounting and is not

51-16  offering to practice accounting in this state.

51-17     6.  The Secretary of State shall not accept for filing any

51-18  articles of organization or certificate of amendment of articles of

51-19  organization of any limited-liability company formed or existing

51-20  pursuant to the laws of this state which provides that the name of

51-21  the limited-liability company contains the word “bank” or “trust”

51-22  unless:

51-23     (a) It appears from the articles of organization or the

51-24  certificate of amendment that the limited-liability company

51-25  proposes to carry on business as a banking or trust company,

51-26  exclusively or in connection with its business as a bank, savings

51-27  and loan association or thrift company; and

51-28     (b) The articles of organization or certificate of amendment is

51-29  first approved by the Commissioner of Financial Institutions.

51-30     7.  The Secretary of State shall not accept for filing any

51-31  articles of organization or certificate of amendment of articles of

51-32  organization of any limited-liability company formed or existing

51-33  pursuant to the provisions of this chapter if it appears from the

51-34  articles or the certificate of amendment that the business to be

51-35  carried on by the limited-liability company is subject to

51-36  supervision by the Commissioner of Insurance or by the

51-37  Commissioner of Financial Institutions unless the articles or

51-38  certificate of amendment is approved by the Commissioner who

51-39  will supervise the business of the foreign limited-liability company.

51-40     8.  Except as otherwise provided in subsection 7, the Secretary

51-41  of State shall not accept for filing any articles of organization or

51-42  certificate of amendment of articles of organization of any limited-

51-43  liability company formed or existing pursuant to the laws of this

51-44  state which provides that the name of the limited-liability company

51-45  contains the words “engineer,” “engineered,” “engineering,”

52-1  “professional engineer,” “registered engineer” or “licensed

52-2  engineer” unless:

52-3      (a) The State Board of Professional Engineers and Land

52-4  Surveyors certifies that the principals of the limited-liability

52-5  company are licensed to practice engineering pursuant to the laws

52-6  of this state; or

52-7      (b) The State Board of Professional Engineers and Land

52-8  Surveyors certifies that the limited-liability company is exempt

52-9  from the prohibitions of NRS 625.520.

52-10     9.  The Secretary of State may adopt regulations that interpret

52-11  the requirements of this section.

52-12     Sec. 85.  NRS 86.221 is hereby amended to read as follows:

52-13      86.221  1.  The articles of organization of a limited-liability

52-14  company may be amended for any purpose, not inconsistent with

52-15  law, as determined by all of the members or permitted by the articles

52-16  or an operating agreement.

52-17     2.  An amendment must be made in the form of a certificate

52-18  setting forth:

52-19     (a) The name of the limited-liability company;

52-20     (b) Whether the limited-liability company is managed by [one or

52-21  more] managers or members; and

52-22     (c) The amendment to the articles of organization.

52-23     3.  The certificate of amendment must be signed by a manager

52-24  of the company or, if management is not vested in a manager, by a

52-25  member.

52-26     4.  Restated articles of organization may be executed and filed

52-27  in the same manner as a certificate of amendment. If the certificate

52-28  alters or amends the articles in any manner, it must be accompanied

52-29  by:

52-30     (a) A resolution; or

52-31     (b) A form prescribed by the Secretary of State,

52-32  setting forth which provisions of the articles of organization on file

52-33  with the Secretary of State are being altered or amended.

52-34     Sec. 86.  NRS 86.226 is hereby amended to read as follows:

52-35      86.226  1.  A signed certificate of amendment, or a certified

52-36  copy of a judicial decree of amendment, must be filed with the

52-37  Secretary of State. A person who executes a certificate as an agent,

52-38  officer or fiduciary of the limited-liability company need not exhibit

52-39  evidence of his authority as a prerequisite to filing. Unless the

52-40  Secretary of State finds that a certificate does not conform to law,

52-41  upon his receipt of all required filing fees he shall file the certificate.

52-42     2.  A certificate of amendment or judicial decree of amendment

52-43  is effective upon filing with the Secretary of State or upon a later

52-44  date specified in the certificate or judicial decree, which must not be

52-45  more than 90 days after the certificate or judicial decree is filed.

53-1      3.  If a certificate specifies an effective date and if the

53-2  resolution of the members approving the proposed amendment

53-3  provides that one or more managers or, if management is not vested

53-4  in a manager, one or more members may abandon the proposed

53-5  amendment, then those managers or members may terminate the

53-6  effectiveness of the certificate by filing a certificate of termination

53-7  with the Secretary of State that:

53-8      (a) Is filed before the effective date specified in the certificate or

53-9  judicial decree filed pursuant to subsection 1;

53-10     (b) Identifies the certificate being terminated;

53-11     (c) States that, pursuant to the resolution of the members, the

53-12  manager of the company or, if management is not vested in a

53-13  manager, a designated member is authorized to terminate the

53-14  effectiveness of the certificate;

53-15     (d) States that the effectiveness of the certificate has been

53-16  terminated;

53-17     (e) Is signed by a manager of the company or, if management is

53-18  not vested in a manager, a designated member; and

53-19     (f) Is accompanied by a filing fee of [$150.] $175.

53-20     Sec. 87.  NRS 86.235 is hereby amended to read as follows:

53-21      86.235  1.  If a limited-liability company formed pursuant to

53-22  this chapter desires to change its resident agent, the change may be

53-23  effected by filing with the Secretary of State a certificate of change

53-24  of resident agent signed by a manager of the company or, if

53-25  management is not vested in a manager, by a member, that sets

53-26  forth:

53-27     (a) The name of the limited-liability company;

53-28     (b) The name and street address of its present resident agent; and

53-29     (c) The name and street address of the new resident agent.

53-30     2.  The new resident agent’s certificate of acceptance must be a

53-31  part of or attached to the certificate of change [.

53-32     3.  The] of resident agent.

53-33     3.  If the name of a resident agent is changed as a result of a

53-34  merger, conversion, exchange, sale, reorganization or

53-35  amendment, the resident agent shall:

53-36     (a) File with the Secretary of State a certificate of name

53-37  change of resident agent that includes:

53-38         (1) The current name of the resident agent as filed with the

53-39  Secretary of State;

53-40         (2) The new name of the resident agent; and

53-41         (3) The name and file number of each artificial person

53-42  formed, organized, registered or qualified pursuant to the

53-43  provisions of this title that the resident agent represents; and

53-44     (b) Pay to the Secretary of State a filing fee of $100.

54-1      4.  A change authorized by this section becomes effective upon

54-2  the filing of the proper certificate of change.

54-3      Sec. 88.  NRS 86.251 is hereby amended to read as follows:

54-4      86.251  1.  A resident agent who desires to resign shall [file] :

54-5      (a) File with the Secretary of State a signed statement [for each

54-6  limited-liability company] in the manner provided pursuant to

54-7  subsection 1 of NRS 78.097 that he is unwilling to continue to act

54-8  as the resident agent of the limited-liability company for the service

54-9  of process [.] ; and

54-10     (b) Pay to the Secretary of State the filing fee set forth in

54-11  subsection 1 of NRS 78.097.

54-12  A resignation is not effective until the signed statement is filed with

54-13  the Secretary of State.

54-14     2.  The statement of resignation may contain a statement of the

54-15  affected limited-liability company appointing a successor resident

54-16  agent for that limited-liability company, giving the agent’s full

54-17  name, street address for the service of process, and mailing address

54-18  if different from the street address. A certificate of acceptance

54-19  executed by the new resident agent must accompany the statement

54-20  appointing a successor resident agent.

54-21     3.  Upon the filing of the statement of resignation with the

54-22  Secretary of State the capacity of the resigning person as resident

54-23  agent terminates. If the statement of resignation contains no

54-24  statement by the limited-liability company appointing a successor

54-25  resident agent, the resigning agent shall immediately give written

54-26  notice, by mail, to the limited-liability company of the filing of the

54-27  statement and its effect. The notice must be addressed to any

54-28  manager or, if none, to any member, of the limited-liability

54-29  company other than the resident agent.

54-30     4.  If a resident agent dies, resigns or moves from the State, the

54-31  limited-liability company, within 30 days thereafter, shall file with

54-32  the Secretary of State a certificate of acceptance executed by the

54-33  new resident agent. The certificate must set forth the name,

54-34  complete street address and mailing address, if different from the

54-35  street address, of the new resident agent.

54-36     5.  Each limited-liability company which fails to file a

54-37  certificate of acceptance executed by the new resident agent within

54-38  30 days after the death, resignation or removal of its resident agent

54-39  as provided in subsection 4, shall be deemed in default and is

54-40  subject to the provisions of NRS 86.272 and 86.274.

54-41     Sec. 89.  NRS 86.263 is hereby amended to read as follows:

54-42      86.263  1.  A limited-liability company shall, on or before the

54-43  [first] last day of the [second] first month after the filing of its

54-44  articles of organization with the Secretary of State, file with the

54-45  Secretary of State, on a form furnished by him, a list that contains:

55-1      (a) The name of the limited-liability company;

55-2      (b) The file number of the limited-liability company, if known;

55-3      (c) The names and titles of all of its managers or, if there is no

55-4  manager, all of its managing members;

55-5      (d) The [mailing or street] address, either residence or business,

55-6  of each manager or managing member listed, following the name of

55-7  the manager or managing member;

55-8      (e) The name and [street] address of the lawfully designated

55-9  resident agent of the limited-liability company; and

55-10     (f) The signature of a manager or managing member of the

55-11  limited-liability company certifying that the list is true, complete

55-12  and accurate.

55-13     2.  The limited-liability company shall annually thereafter, on

55-14  or before the last day of the month in which the anniversary date of

55-15  its organization occurs, file with the Secretary of State, on a form

55-16  furnished by him, an amended list containing all of the information

55-17  required in subsection 1. [If the limited-liability company has had no

55-18  changes in its managers or, if there is no manager, its managing

55-19  members, since its previous list was filed, no amended list need be

55-20  filed if a manager or managing member of the limited-liability

55-21  company certifies to the Secretary of State as a true and accurate

55-22  statement that no changes in the managers or managing members

55-23  have occurred.]

55-24     3.  Each list required by [subsection 1 and each list or

55-25  certification required by subsection] subsections 1 and 2 must be

55-26  accompanied by a declaration under penalty of perjury that the

55-27  limited-liability company [has] :

55-28     (a) Has complied with the provisions of chapter 364A of NRS

55-29  [.] ; and

55-30     (b) Acknowledges that pursuant to NRS 239.330, it is a

55-31  category C felony to knowingly offer any false or forged

55-32  instrument for filing in the Office of the Secretary of State.

55-33     4.  Upon filing:

55-34     (a) The initial list required by subsection 1, the limited-liability

55-35  company shall pay to the Secretary of State a fee of [$165.] $125.

55-36     (b) Each annual list required by subsection 2 , [or certifying that

55-37  no changes have occurred,] the limited-liability company shall pay

55-38  to the Secretary of State a fee of [$85.] $125.

55-39     5.  If a manager or managing member of a limited-liability

55-40  company resigns and the resignation is not made in conjunction

55-41  with the filing of an annual or amended list of managers and

55-42  managing members, the limited-liability company shall pay to the

55-43  Secretary of State a fee of $75 to file the resignation of the

55-44  manager or managing member.

56-1      6.  The Secretary of State shall, 60 days before the last day for

56-2  filing each list required by subsection 2, cause to be mailed to each

56-3  limited-liability company which is required to comply with the

56-4  provisions of this section, and which has not become delinquent, a

56-5  notice of the fee due under subsection 4 and a reminder to file a list

56-6  required by subsection 2 . [or a certification of no change.] Failure

56-7  of any company to receive a notice or form does not excuse it from

56-8  the penalty imposed by law.

56-9      [6.] 7.  If the list to be filed pursuant to the provisions of

56-10  subsection 1 or 2 is defective or the fee required by subsection 4 is

56-11  not paid, the Secretary of State may return the list for correction or

56-12  payment.

56-13     [7.] 8.  An annual list for a limited-liability company not in

56-14  default received by the Secretary of State more than [60] 90 days

56-15  before its due date shall be deemed an amended list for the previous

56-16  year.

56-17     Sec. 90.  NRS 86.266 is hereby amended to read as follows:

56-18      86.266  If a limited-liability company has filed the initial or

56-19  annual list in compliance with NRS 86.263 and has paid the

56-20  appropriate fee for the filing, the cancelled check or other proof of

56-21  payment received by the limited-liability company constitutes a

56-22  certificate authorizing it to transact its business within this state until

56-23  the last day of the month in which the anniversary of its formation

56-24  occurs in the next succeeding calendar year. [If the company desires

56-25  a formal certificate upon its payment of the annual fee, its payment

56-26  must be accompanied by a self-addressed, stamped envelope.]

56-27     Sec. 91.  NRS 86.269 is hereby amended to read as follows:

56-28      86.269  1.  [Every] Each list required to be filed under the

56-29  provisions of NRS 86.263 must, after the name of each manager and

56-30  member listed thereon, set forth the [post office box or street]

56-31  address, either residence or business, of each manager or member.

56-32     2.  If the addresses are not stated for each person on any list

56-33  offered for filing, the Secretary of State may refuse to file the list,

56-34  and the limited-liability company for which the list has been offered

56-35  for filing is subject to the provisions of NRS 86.272 and 86.274

56-36  relating to failure to file the list within or at the times therein

56-37  specified, unless a list is subsequently submitted for filing which

56-38  conforms to the provisions of this section.

56-39     Sec. 92.  NRS 86.272 is hereby amended to read as follows:

56-40      86.272  1.  Each limited-liability company which is required

56-41  to make a filing and pay the fee prescribed in NRS 86.263 and

56-42  section 73 of this act and which refuses or neglects to do so within

56-43  the time provided is in default.

57-1      2.  For default there must be added to the amount of the fee a

57-2  penalty of [$50.] $75. The fee and penalty must be collected as

57-3  provided in this chapter.

57-4      Sec. 93.  NRS 86.274 is hereby amended to read as follows:

57-5      86.274  1.  The Secretary of State shall notify, by [letter

57-6  addressed] providing written notice to its resident agent, each

57-7  limited-liability company deemed in default pursuant to the

57-8  provisions of this chapter. The written notice [must be accompanied

57-9  by] :

57-10     (a) Must include a statement indicating the amount of the filing

57-11  fee, penalties incurred and costs remaining unpaid.

57-12     (b) At the request of the resident agent, may be provided

57-13  electronically.

57-14     2.  On the first day of the first anniversary of the month

57-15  following the month in which the filing was required, the charter of

57-16  the company is revoked and its right to transact business is forfeited.

57-17     3.  The Secretary of State shall compile a complete list

57-18  containing the names of all limited-liability companies whose right

57-19  to [do] transact business has been forfeited.

57-20     4.  The Secretary of State shall forthwith notify [each limited-

57-21  liability company by letter addressed] , by providing written notice

57-22  to its resident agent , each limited-liability company specified in

57-23  subsection 3 of the forfeiture of its charter. The written notice [must

57-24  be accompanied by] :

57-25     (a) Must include a statement indicating the amount of the filing

57-26  fee, penalties incurred and costs remaining unpaid.

57-27     [4.] (b) At the request of the resident agent, may be provided

57-28  electronically.

57-29     5.  If the charter of a limited-liability company is revoked and

57-30  the right to transact business is forfeited, all of the property and

57-31  assets of the defaulting company must be held in trust by the

57-32  managers or, if none, by the members of the company, and the same

57-33  proceedings may be had with respect to its property and assets as

57-34  apply to the dissolution of a limited-liability company pursuant to

57-35  NRS 86.505 and 86.521. Any person interested may institute

57-36  proceedings at any time after a forfeiture has been declared, but if

57-37  the Secretary of State reinstates the charter , the proceedings must

57-38  be dismissed and all property restored to the company.

57-39     [5.] 6.  If the assets are distributed , they must be applied in the

57-40  following manner:

57-41     (a) To the payment of the filing fee, penalties incurred and costs

57-42  due to the State; and

57-43     (b) To the payment of the creditors of the company.

57-44  Any balance remaining must be distributed among the members as

57-45  provided in subsection 1 of NRS 86.521.

58-1      Sec. 94.  NRS 86.276 is hereby amended to read as follows:

58-2      86.276  1.  Except as otherwise provided in subsections 3 and

58-3  4, the Secretary of State shall reinstate any limited-liability company

58-4  which has forfeited or which forfeits its right to transact business

58-5  pursuant to the provisions of this chapter and shall restore to the

58-6  company its right to carry on business in this state, and to exercise

58-7  its privileges and immunities, if it:

58-8      (a) Files with the Secretary of State [the] :

58-9          (1) The list required by NRS 86.263;

58-10         (2) The statement required by section 73 of this act, if

58-11  applicable; and

58-12         (3) A certificate of acceptance of appointment signed by its

58-13  resident agent; and

58-14     (b) Pays to the Secretary of State:

58-15         (1) The filing fee and penalty set forth in NRS 86.263 and

58-16  86.272 for each year or portion thereof during which it failed to file

58-17  in a timely manner each required annual list; [and]

58-18         (2) The fee set forth in section 73 of this act, if applicable;

58-19  and

58-20         (3) A fee of [$200] $300 for reinstatement.

58-21     2.  When the Secretary of State reinstates the limited-liability

58-22  company, he shall[:

58-23     (a) Immediately issue and deliver to the company a certificate of

58-24  reinstatement authorizing it to transact business as if the filing fee

58-25  had been paid when due; and

58-26     (b) Upon demand,] issue to the company [one or more certified

58-27  copies of the] a certificate of reinstatement [.]if the limited-liability

58-28  company:

58-29     (a) Requests a certificate of reinstatement; and

58-30     (b) Pays the required fees pursuant to NRS 86.561.

58-31     3.  The Secretary of State shall not order a reinstatement unless

58-32  all delinquent fees and penalties have been paid, and the revocation

58-33  of the charter occurred only by reason of failure to pay the fees and

58-34  penalties.

58-35     4.  If a company’s charter has been revoked pursuant to the

58-36  provisions of this chapter and has remained revoked for a period of

58-37  5 consecutive years, the charter must not be reinstated.

58-38     Sec. 95.  NRS 86.278 is hereby amended to read as follows:

58-39      86.278  1.  Except as otherwise provided in subsection 2, if a

58-40  limited-liability company applies to reinstate its charter but its name

58-41  has been legally acquired or reserved by any other artificial person

58-42  formed, organized, registered or qualified pursuant to the provisions

58-43  of this title whose name is on file with the Office of the Secretary of

58-44  State or reserved in the Office of the Secretary of State pursuant to

58-45  the provisions of this title, the company shall submit in writing to

59-1  the Secretary of State some other name under which it desires its

59-2  existence to be reinstated. If that name is distinguishable from all

59-3  other names reserved or otherwise on file, the Secretary of State

59-4  shall [issue to the applying] reinstate the limited-liability company

59-5  [a certificate of reinstatement] under that new name.

59-6      2.  If the applying limited-liability company submits the

59-7  written, acknowledged consent of the artificial person having the

59-8  name, or the person reserving the name, which is not distinguishable

59-9  from the old name of the applying company or a new name it has

59-10  submitted, it may be reinstated under that name.

59-11     3.  For the purposes of this section, a proposed name is not

59-12  distinguishable from a name on file or reserved name solely because

59-13  one or the other contains distinctive lettering, a distinctive mark, a

59-14  trademark or a trade name or any combination of these.

59-15     4.  The Secretary of State may adopt regulations that interpret

59-16  the requirements of this section.

59-17     Sec. 96.  NRS 86.401 is hereby amended to read as follows:

59-18      86.401  1.  On application to a court of competent jurisdiction

59-19  by a judgment creditor of a member, the court may charge the

59-20  member’s interest with payment of the unsatisfied amount of the

59-21  judgment with interest. To the extent so charged, the judgment

59-22  creditor has only the rights of an assignee of the member’s interest.

59-23     2.  [The court may appoint a receiver of the share of the

59-24  distributions due or to become due to the judgment debtor in respect

59-25  of the limited-liability company. The receiver has only the rights of

59-26  an assignee. The court may make all other orders, directions,

59-27  accounts and inquiries that the judgment debtor might have made or

59-28  which the circumstances of the case may require.

59-29     3.  A charging order constitutes a lien on the member’s interest

59-30  of the judgment debtor. The court may order a foreclosure of the

59-31  member’s interest subject to the charging order at any time. The

59-32  purchaser at the foreclosure sale has only the rights of an assignee.

59-33     4.  Unless otherwise provided in the articles of organization or

59-34  operating agreement, at any time before foreclosure, a member’s

59-35  interest charged may be redeemed:

59-36     (a) By the judgment debtor;

59-37     (b) With property other than property of the limited-liability

59-38  company, by one or more of the other members; or

59-39     (c) By the limited-liability company with the consent of all of

59-40  the members whose interests are not so charged.

59-41     5.]This section [provides] :

59-42     (a) Provides the exclusive remedy by which a judgment creditor

59-43  of a member or an assignee of a member may satisfy a judgment out

59-44  of the member’s interest of the judgment debtor.

60-1      [6.  No creditor of a member has any right to obtain possession

60-2  of, or otherwise exercise legal or equitable remedies with respect to,

60-3  the property of the limited-liability company.

60-4      7.  This section does]

60-5      (b) Does not deprive any member of the benefit of any

60-6  exemption applicable to his interest.

60-7      Sec. 97.  NRS 86.547 is hereby amended to read as follows:

60-8      86.547  1.  A foreign limited-liability company may cancel its

60-9  registration by filing with the Secretary of State a certificate of

60-10  cancellation signed by a manager of the company or, if management

60-11  is not vested in a manager, a member of the company. The

60-12  certificate, which must be accompanied by the required fees, must

60-13  set forth:

60-14     (a) The name of the foreign limited-liability company;

60-15     (b) [The date upon which its certificate of registration was filed;

60-16     (c)] The effective date of the cancellation if other than the date

60-17  of the filing of the certificate of cancellation; and

60-18     [(d)] (c) Any other information deemed necessary by the

60-19  manager of the company or, if management is not vested in a

60-20  manager, a member of the company.

60-21     2.  A cancellation pursuant to this section does not terminate the

60-22  authority of the Secretary of State to accept service of process on the

60-23  foreign limited-liability company with respect to causes of action

60-24  arising from the transaction of business in this state by the foreign

60-25  limited-liability company.

60-26     Sec. 98.  NRS 86.561 is hereby amended to read as follows:

60-27      86.561  1.  The Secretary of State shall charge and collect for:

60-28     (a) Filing the original articles of organization, or for registration

60-29  of a foreign company, [$175;] $75;

60-30     (b) Amending or restating the articles of organization, amending

60-31  the registration of a foreign company or filing a certificate of

60-32  correction, [$150;] $175;

60-33     (c) Filing the articles of dissolution of a domestic or foreign

60-34  company, [$60;] $75;

60-35     (d) Filing a statement of change of address of a records or

60-36  registered office, or change of the resident agent, [$30;] $60;

60-37     (e) Certifying articles of organization or an amendment to the

60-38  articles, in both cases where a copy is provided, [$20;] $30;

60-39     (f) Certifying an authorized printed copy of this chapter, [$20;]

60-40  $30;

60-41     (g) Reserving a name for a limited-liability company, [$20;]

60-42  $25;

60-43     (h) Filing a certificate of cancellation, [$60;] $75;

60-44     (i) Executing, filing or certifying any other document, [$40;]

60-45  $50; and

61-1      (j) Copies made at the Office of the Secretary of State, [$1] $2

61-2  per page.

61-3      2.  The Secretary of State shall charge and collect , at the time

61-4  of any service of process on him as agent for service of process of a

61-5  limited-liability company, [$10] $100 which may be recovered as

61-6  taxable costs by the party to the action causing the service to be

61-7  made if the party prevails in the action.

61-8      3.  Except as otherwise provided in this section, the fees set

61-9  forth in NRS 78.785 apply to this chapter.

61-10     Sec. 99.  NRS 86.568 is hereby amended to read as follows:

61-11      86.568  1.  A limited-liability company may correct a

61-12  document filed by the Secretary of State with respect to the limited-

61-13  liability company if the document contains an inaccurate record of a

61-14  company action described in the document or was defectively

61-15  executed, attested, sealed, verified or acknowledged.

61-16     2.  To correct a document, the limited-liability company must:

61-17     (a) Prepare a certificate of correction that:

61-18         (1) States the name of the limited-liability company;

61-19         (2) Describes the document, including, without limitation, its

61-20  filing date;

61-21         (3) Specifies the inaccuracy or defect;

61-22         (4) Sets forth the inaccurate or defective portion of the

61-23  document in an accurate or corrected form; and

61-24         (5) Is signed by a manager of the company[,] or , if

61-25  management is not vested in a manager, by a member of the

61-26  company.

61-27     (b) Deliver the certificate to the Secretary of State for filing.

61-28     (c) Pay a filing fee of [$150] $175 to the Secretary of State.

61-29     3.  A certificate of correction is effective on the effective date

61-30  of the document it corrects except as to persons relying on the

61-31  uncorrected document and adversely affected by the correction. As

61-32  to those persons, the certificate is effective when filed.

61-33     Sec. 100.  NRS 86.580 is hereby amended to read as follows:

61-34      86.580  1.  A limited-liability company which did exist or is

61-35  existing pursuant to the laws of this state may, upon complying with

61-36  the provisions of NRS 86.276, procure a renewal or revival of its

61-37  charter for any period, together with all the rights, franchises,

61-38  privileges and immunities, and subject to all its existing and

61-39  preexisting debts, duties and liabilities secured or imposed by its

61-40  original charter and amendments thereto, or existing charter, by

61-41  filing:

61-42     (a) A certificate with the Secretary of State, which must set

61-43  forth:

61-44         (1) The name of the limited-liability company, which must

61-45  be the name of the limited-liability company at the time of the

62-1  renewal or revival, or its name at the time its original charter

62-2  expired.

62-3          (2) The name of the person lawfully designated as the

62-4  resident agent of the limited-liability company, his street address for

62-5  the service of process, and his mailing address if different from his

62-6  street address.

62-7          (3) The date when the renewal or revival of the charter is to

62-8  commence or be effective, which may be, in cases of a revival,

62-9  before the date of the certificate.

62-10         (4) Whether or not the renewal or revival is to be perpetual,

62-11  and, if not perpetual, the time for which the renewal or revival is to

62-12  continue.

62-13         (5) That the limited-liability company desiring to renew or

62-14  revive its charter is, or has been, organized and carrying on the

62-15  business authorized by its existing or original charter and

62-16  amendments thereto, and desires to renew or continue through

62-17  revival its existence pursuant to and subject to the provisions of this

62-18  chapter.

62-19     (b) A list of its managers, or if there are no managers, all its

62-20  managing members and their post office box or street addresses,

62-21  either residence or business.

62-22     2.  A limited-liability company whose charter has not expired

62-23  and is being renewed shall cause the certificate to be signed by its

62-24  manager, or if there is no manager, by a person designated by its

62-25  members. The certificate must be approved by a majority in interest.

62-26     3.  A limited-liability company seeking to revive its original or

62-27  amended charter shall cause the certificate to be signed by a person

62-28  or persons designated or appointed by the members. The execution

62-29  and filing of the certificate must be approved by the written consent

62-30  of a majority in interest and must contain a recital that this consent

62-31  was secured. The limited-liability company shall pay to the

62-32  Secretary of State the fee required to establish a new limited-

62-33  liability company pursuant to the provisions of this chapter.

62-34     4.  The filed certificate, or a copy thereof which has been

62-35  certified under the hand and seal of the Secretary of State, must be

62-36  received in all courts and places as prima facie evidence of the facts

62-37  therein stated and of the existence of the limited-liability company

62-38  therein named.

62-39     Sec. 101.  Chapter 87 of NRS is hereby amended by adding

62-40  thereto the provisions set forth as sections 102 to 109, inclusive, of

62-41  this act.

62-42     Sec. 102.  1.  Each document filed with the Secretary of

62-43  State pursuant to this chapter must be on or accompanied by a

62-44  form prescribed by the Secretary of State.

63-1      2.  The Secretary of State may refuse to file a document which

63-2  does not comply with subsection 1 or which does not contain all of

63-3  the information required by statute for filing the document.

63-4      3.  If the provisions of the form prescribed by the Secretary of

63-5  State conflict with the provisions of any document that is

63-6  submitted for filing with the form:

63-7      (a) The provisions of the form control for all purposes with

63-8  respect to the information that is required by statute to appear in

63-9  the document in order for the document to be filed; and

63-10     (b) Unless otherwise provided in the document, the provisions

63-11  of the document control in every other situation.

63-12     4.  The Secretary of State may by regulation provide for the

63-13  electronic filing of documents with the Office of the Secretary of

63-14  State.

63-15     Sec. 103.  1.  Each foreign registered limited-liability

63-16  partnership doing business in this state shall, on or before the last

63-17  day of the first month after the filing of its application for

63-18  registration as a foreign registered limited-liability partnership

63-19  with the Secretary of State, and annually thereafter on or before

63-20  the last day of the month in which the anniversary date of its

63-21  qualification to do business in this state occurs in each year, file

63-22  with the Secretary of State a list, on a form furnished by him, that

63-23  contains:

63-24     (a) The name of the foreign registered limited-liability

63-25  partnership;

63-26     (b) The file number of the foreign registered limited-liability

63-27  partnership, if known;

63-28     (c) The names of all its managing partners;

63-29     (d) The address, either residence or business, of each

63-30  managing partner;

63-31     (e) The name and address of the lawfully designated resident

63-32  agent of the foreign registered limited-liability partnership; and

63-33     (f) The signature of a managing partner of the foreign

63-34  registered limited-liability partnership certifying that the list is

63-35  true, complete and accurate.

63-36     2.  Each list filed pursuant to this section must be

63-37  accompanied by a declaration under penalty of perjury that the

63-38  foreign registered limited-liability partnership:

63-39     (a) Has complied with the provisions of chapter 364A of NRS;

63-40  and

63-41     (b) Acknowledges that pursuant to NRS 239.330, it is a

63-42  category C felony to knowingly offer any false or forged

63-43  instrument for filing in the Office of the Secretary of State.

63-44     3.  Upon filing:

64-1      (a) The initial list required by this section, the foreign

64-2  registered limited-liability partnership shall pay to the Secretary of

64-3  State a fee of $125.

64-4      (b) Each annual list required by this section, the foreign

64-5  registered limited-liability partnership shall pay to the Secretary of

64-6  State a fee of $125.

64-7      4.  If a managing partner of a foreign registered limited-

64-8  liability partnership resigns and the resignation is not made in

64-9  conjunction with the filing of an annual or amended list of

64-10  managing partners, the foreign registered limited-liability

64-11  partnership shall pay to the Secretary of State a fee of $75 to file

64-12  the resignation of the managing partner.

64-13     5.  The Secretary of State shall, 60 days before the last day for

64-14  filing each annual list required by subsection 1, cause to be mailed

64-15  to each foreign registered limited-liability partnership which is

64-16  required to comply with the provisions of sections 103 to 109,

64-17  inclusive, of this act, and which has not become delinquent, the

64-18  blank forms to be completed and filed with him. Failure of any

64-19  foreign registered limited-liability partnership to receive the forms

64-20  does not excuse it from the penalty imposed by the provisions of

64-21  sections 103 to 109, inclusive, of this act.

64-22     6.  If the list to be filed pursuant to the provisions of

64-23  subsection 1 is defective or the fee required by subsection 3 is not

64-24  paid, the Secretary of State may return the list for correction or

64-25  payment.

64-26     7.  An annual list for a foreign registered limited-liability

64-27  partnership not in default which is received by the Secretary of

64-28  State more than 90 days before its due date must be deemed an

64-29  amended list for the previous year and does not satisfy the

64-30  requirements of subsection 1 for the year to which the due date is

64-31  applicable.

64-32     Sec. 104.  If a foreign registered limited-liability partnership

64-33  has filed the initial or annual list in compliance with section 103

64-34  of this act and has paid the appropriate fee for the filing, the

64-35  cancelled check or other proof of payment received by the foreign

64-36  registered limited-liability partnership constitutes a certificate

64-37  authorizing it to transact its business within this state until the last

64-38  day of the month in which the anniversary of its qualification to

64-39  transact business occurs in the next succeeding calendar year.

64-40     Sec. 105.  1.  Each list required to be filed under the

64-41  provisions of sections 103 to 109, inclusive, of this act must, after

64-42  the name of each managing partner listed thereon, set forth the

64-43  address, either residence or business, of each managing partner.

64-44     2.  If the addresses are not stated for each person on any list

64-45  offered for filing, the Secretary of State may refuse to file the list,

65-1  and the foreign registered limited-liability partnership for which

65-2  the list has been offered for filing is subject to all the provisions of

65-3  sections 103 to 109, inclusive, of this act relating to failure to file

65-4  the list within or at the times therein specified, unless a list is

65-5  subsequently submitted for filing which conforms to the provisions

65-6  of this section.

65-7      Sec. 106.  1.  Each foreign registered limited-liability

65-8  partnership which is required to make a filing and pay the fee

65-9  prescribed in sections 103 to 109, inclusive, of this act and which

65-10  refuses or neglects to do so within the time provided is in default.

65-11     2.  For default there must be added to the amount of the fee a

65-12  penalty of $75, and unless the filing is made and the fee and

65-13  penalty are paid on or before the last day of the month in which

65-14  the anniversary date of the foreign registered limited-liability

65-15  partnership occurs, the defaulting foreign registered limited-

65-16  liability partnership by reason of its default forfeits its right to

65-17  transact any business within this state. The fee and penalty must

65-18  be collected as provided in this chapter.

65-19     Sec. 107.  1.  The Secretary of State shall notify, by

65-20  providing written notice to its resident agent, each foreign

65-21  registered limited-liability partnership deemed in default pursuant

65-22  to section 106 of this act. The written notice:

65-23     (a) Must include a statement indicating the amount of the

65-24  filing fee, penalties incurred and costs remaining unpaid.

65-25     (b) At the request of the resident agent, may be provided

65-26  electronically.

65-27     2.  Immediately after the last day of the month in which the

65-28  anniversary date of its registration occurs, the Secretary of State

65-29  shall compile a complete list containing the names of all foreign

65-30  registered limited-liability partnerships whose right to transact

65-31  business has been forfeited.

65-32     3.  The Secretary of State shall notify, by providing written

65-33  notice to its resident agent, each foreign registered limited-liability

65-34  partnership specified in subsection 2 of the forfeiture of its right to

65-35  transact business. The written notice:

65-36     (a) Must include a statement indicating the amount of the

65-37  filing fee, penalties incurred and costs remaining unpaid.

65-38     (b) At the request of the resident agent, may be provided

65-39  electronically.

65-40     Sec. 108.  1.  Except as otherwise provided in subsections 3

65-41  and 4, the Secretary of State shall reinstate a foreign registered

65-42  limited-liability partnership which has forfeited or which forfeits

65-43  its right to transact business under the provisions of this chapter

65-44  and shall restore to the foreign registered limited-liability

66-1  partnership its right to transact business in this state, and to

66-2  exercise its privileges and immunities, if it:

66-3      (a) Files with the Secretary of State:

66-4          (1) The list required by section 103 of this act; and

66-5          (2) A certificate of acceptance of appointment signed by its

66-6  resident agent; and

66-7      (b) Pays to the Secretary of State:

66-8          (1) The filing fee and penalty set forth in sections 103 and

66-9  106 of this act for each year or portion thereof that its right to

66-10  transact business was forfeited; and

66-11         (2) A fee of $300 for reinstatement.

66-12     2.  When the Secretary of State reinstates the foreign

66-13  registered limited-liability partnership, he shall issue to the foreign

66-14  registered limited-liability partnership a certificate of

66-15  reinstatement if the foreign registered limited-liability partnership:

66-16     (a) Requests a certificate of reinstatement; and

66-17     (b) Pays the required fees pursuant to NRS 87.550.

66-18     3.  The Secretary of State shall not order a reinstatement

66-19  unless all delinquent fees and penalties have been paid and the

66-20  revocation of the right to transact business occurred only by

66-21  reason of failure to pay the fees and penalties.

66-22     4.  If the right of a foreign registered limited-liability

66-23  partnership to transact business in this state has been forfeited

66-24  pursuant to the provisions of this chapter and has remained

66-25  forfeited for a period of 5 consecutive years, the right to transact

66-26  business must not be reinstated.

66-27     Sec. 109.  1.  Except as otherwise provided in subsection 2, if

66-28  a foreign registered limited-liability partnership applies to

66-29  reinstate its certificate of registration and its name has been

66-30  legally reserved or acquired by another artificial person formed,

66-31  organized, registered or qualified pursuant to the provisions of this

66-32  title whose name is on file with the Office of the Secretary of State

66-33  or reserved in the Office of the Secretary of State pursuant to the

66-34  provisions of this title, the foreign registered limited-liability

66-35  partnership must submit in writing in its application for

66-36  reinstatement to the Secretary of State some other name under

66-37  which it desires its existence to be reinstated. If that name is

66-38  distinguishable from all other names reserved or otherwise on file,

66-39  the Secretary of State shall reinstate the foreign registered limited-

66-40  liability partnership under that new name.

66-41     2.  If the applying foreign registered limited-liability

66-42  partnership submits the written, acknowledged consent of the

66-43  artificial person having a name, or the person who has reserved a

66-44  name, which is not distinguishable from the old name of the

67-1  applying foreign registered limited-liability partnership or a new

67-2  name it has submitted, it may be reinstated under that name.

67-3      3.  For the purposes of this section, a proposed name is not

67-4  distinguishable from a name on file or reserved solely because one

67-5  or the other contains distinctive lettering, a distinctive mark, a

67-6  trademark or a trade name, or any combination thereof.

67-7      4.  The Secretary of State may adopt regulations that interpret

67-8  the requirements of this section.

67-9      Sec. 110.  NRS 87.450 is hereby amended to read as follows:

67-10      87.450  1.  The name proposed for a registered limited-

67-11  liability partnership must contain the words “Limited-Liability

67-12  Partnership” or “Registered Limited-Liability Partnership” or the

67-13  abbreviation “L.L.P.” or “LLP” as the last words or letters of the

67-14  name and must be distinguishable on the records of the Secretary of

67-15  State from the names of all other artificial persons formed,

67-16  organized, registered or qualified pursuant to the provisions of this

67-17  title that are on file in the Office of the Secretary of State and all

67-18  names that are reserved in the Office of the Secretary of State

67-19  pursuant to the provisions of this title. If the name of the registered

67-20  limited-liability partnership on a certificate of registration of

67-21  limited-liability partnership submitted to the Secretary of State is not

67-22  distinguishable from a name on file or reserved name, the Secretary

67-23  of State shall return the certificate to the person who signed it unless

67-24  the written, acknowledged consent of the holder of the name on file

67-25  or reserved name to use the name accompanies the certificate.

67-26     2.  For the purposes of this section, a proposed name is not

67-27  distinguishable from a name on file or reserved name solely because

67-28  one or the other contains distinctive lettering, a distinctive mark, a

67-29  trademark or a trade name, or any combination of [these.] thereof.

67-30     3.  The Secretary of State shall not accept for filing any

67-31  certificate of registration or certificate of amendment of a

67-32  certificate of registration of any registered limited-liability

67-33  partnership formed or existing pursuant to the laws of this state

67-34  which provides that the name of the registered limited-liability

67-35  partnership contains the word “accountant,” “accounting,”

67-36  “accountancy,” “auditor” or “auditing” unless the Nevada State

67-37  Board of Accountancy certifies that the registered limited-liability

67-38  partnership:

67-39     (a) Is registered pursuant to the provisions of chapter 628 of

67-40  NRS; or

67-41     (b) Has filed with the Nevada State Board of Accountancy

67-42  under penalty of perjury a written statement that the registered

67-43  limited-liability partnership is not engaged in the practice of

67-44  accounting and is not offering to practice accounting in this state.

68-1      4.  The Secretary of State shall not accept for filing any

68-2  certificate of registration or certificate of amendment of a

68-3  certificate of registration of any registered limited-liability

68-4  partnership formed or existing pursuant to the laws of this state

68-5  which provides that the name of the registered limited-liability

68-6  partnership contains the word “bank” or “trust” unless:

68-7      (a) It appears from the certificate of registration or the

68-8  certificate of amendment that the registered limited-liability

68-9  partnership proposes to carry on business as a banking or trust

68-10  company, exclusively or in connection with its business as a bank,

68-11  savings and loan association or thrift company; and

68-12     (b) The certificate of registration or certificate of amendment

68-13  is first approved by the Commissioner of Financial Institutions.

68-14     5.  The Secretary of State shall not accept for filing any

68-15  certificate of registration or certificate of amendment of a

68-16  certificate of registration of any registered limited-liability

68-17  partnership formed or existing pursuant to the provisions of this

68-18  chapter if it appears from the certificate of registration or the

68-19  certificate of amendment that the business to be carried on by the

68-20  registered limited-liability partnership is subject to supervision by

68-21  the Commissioner of Insurance or by the Commissioner of

68-22  Financial Institutions, unless the certificate of registration or

68-23  certificate of amendment is approved by the Commissioner who

68-24  will supervise the business of the registered limited-liability

68-25  partnership.

68-26     6.  Except as otherwise provided in subsection 5, the Secretary

68-27  of State shall not accept for filing any certificate of registration or

68-28  certificate of amendment of a certificate of registration of any

68-29  registered limited-liability partnership formed or existing pursuant

68-30  to the laws of this state which provides that the name of the

68-31  registered limited-liability partnership contains the words

68-32  “engineer,” “engineered,” “engineering,” “professional

68-33  engineer,” “registered engineer” or “licensed engineer” unless:

68-34     (a) The State Board of Professional Engineers and Land

68-35  Surveyors certifies that the principals of the registered limited-

68-36  liability partnership are licensed to practice engineering pursuant

68-37  to the laws of this state; or

68-38     (b) The State Board of Professional Engineers and Land

68-39  Surveyors certifies that the registered limited-liability partnership

68-40  is exempt from the prohibitions of NRS 625.520.

68-41     7.  The Secretary of State shall not accept for filing any

68-42  certificate of registration or certificate of amendment of a

68-43  certificate of registration of any registered limited-liability

68-44  partnership formed or existing pursuant to the laws of this state

68-45  which provides that the name of the registered limited-liability

69-1  partnership contains the words “unit-owners’ association” or

69-2  “homeowners’ association” or if it appears in the certificate of

69-3  registration or certificate of amendment that the purpose of the

69-4  registered limited-liability partnership is to operate as a unit-

69-5  owners’ association pursuant to chapter 116 of NRS unless the

69-6  Administrator of the Real Estate Division of the Department of

69-7  Business and Industry certifies that the registered limited-liability

69-8  partnership has:

69-9      (a) Registered with the Ombudsman for Owners in Common-

69-10  Interest Communities pursuant to NRS 116.31158; and

69-11     (b) Paid to the Administrator of the Real Estate Division the

69-12  fees required pursuant to NRS 116.31155.

69-13     8.  The name of a registered limited-liability partnership whose

69-14  right to transact business has been forfeited, which has merged and

69-15  is not the surviving entity or whose existence has otherwise

69-16  terminated is available for use by any other artificial person.

69-17     [4.] 9.  The Secretary of State may adopt regulations that

69-18  interpret the requirements of this section.

69-19     Sec. 111.  NRS 87.455 is hereby amended to read as follows:

69-20      87.455  1.  Except as otherwise provided in subsection 2, if a

69-21  registered limited-liability partnership applies to reinstate its right to

69-22  transact business but its name has been legally acquired by any other

69-23  artificial person formed, organized, registered or qualified pursuant

69-24  to the provisions of this title whose name is on file with the Office

69-25  of the Secretary of State or reserved in the Office of the Secretary of

69-26  State pursuant to the provisions of this title, the applying registered

69-27  limited-liability partnership shall submit in writing to the Secretary

69-28  of State some other name under which it desires its right to transact

69-29  business to be reinstated. If that name is distinguishable from all

69-30  other names reserved or otherwise on file, the Secretary of State

69-31  shall [issue to the applying] reinstate the registered limited-liability

69-32  partnership [a certificate of reinstatement] under that new name.

69-33     2.  If the applying registered limited-liability partnership

69-34  submits the written, acknowledged consent of the artificial person

69-35  having the name, or the person who has reserved the name, that is

69-36  not distinguishable from the old name of the applying registered

69-37  limited-liability partnership or a new name it has submitted, it may

69-38  be reinstated under that name.

69-39     3.  For the purposes of this section, a proposed name is not

69-40  distinguishable from a name on file or reserved name solely because

69-41  one or the other contains distinctive lettering, a distinctive mark, a

69-42  trademark or a trade name, or any combination of these.

69-43     4.  The Secretary of State may adopt regulations that interpret

69-44  the requirements of this section.

 

70-1      Sec. 112.  NRS 87.460 is hereby amended to read as follows:

70-2      87.460  1.  A certificate of registration of a registered limited-

70-3  liability partnership may be amended by filing with the Secretary of

70-4  State a certificate of amendment. The certificate of amendment must

70-5  set forth:

70-6      (a) The name of the registered limited-liability partnership; and

70-7      (b) [The dates on which the registered limited-liability

70-8  partnership filed its original certificate of registration and any other

70-9  certificates of amendment; and

70-10     (c)] The change to the information contained in the original

70-11  certificate of registration or any other certificates of amendment.

70-12     2.  The certificate of amendment must be:

70-13     (a) Signed by a managing partner of the registered limited-

70-14  liability partnership; and

70-15     (b) Accompanied by a fee of [$150.] $175.

70-16     Sec. 113.  NRS 87.470 is hereby amended to read as follows:

70-17      87.470  The registration of a registered limited-liability

70-18  partnership is effective until:

70-19     1.  Its certificate of registration is revoked pursuant to NRS

70-20  87.520; or

70-21     2.  The registered limited-liability partnership files with the

70-22  Secretary of State a written notice of withdrawal executed by a

70-23  managing partner. The notice must be accompanied by a fee of

70-24  [$60.] $75.

70-25     Sec. 114.  NRS 87.490 is hereby amended to read as follows:

70-26      87.490  1.  If a registered limited-liability partnership wishes

70-27  to change the location of its principal office in this state or its

70-28  resident agent, it shall first file with the Secretary of State a

70-29  certificate of change of principal office or resident agent that sets

70-30  forth:

70-31     (a) The name of the registered limited-liability partnership;

70-32     (b) The street address of its principal office;

70-33     (c) If the location of its principal office will be changed, the

70-34  street address of its new principal office;

70-35     (d) The name of its resident agent; and

70-36     (e) If its resident agent will be changed, the name of its new

70-37  resident agent.

70-38  [The]

70-39     2.  A certificate of acceptance [of its] signed by the new

70-40  resident agent must accompany the certificate of change [.

70-41     2.] of resident agent.

70-42     3.  A certificate of change of principal office or resident agent

70-43  filed pursuant to this section must be:

70-44     (a) Signed by a managing partner of the registered limited-

70-45  liability partnership; and

71-1      (b) Accompanied by a fee of [$30.] $60.

71-2      4.  If the name of a resident agent is changed as a result of a

71-3  merger, conversion, exchange, sale, reorganization or

71-4  amendment, the resident agent shall:

71-5      (a) File with the Secretary of State a certificate of name

71-6  change of resident agent that includes:

71-7          (1) The current name of the resident agent as filed with the

71-8  Secretary of State;

71-9          (2) The new name of the resident agent; and

71-10         (3) The name and file number of each artificial person

71-11  formed, organized, registered or qualified pursuant to the

71-12  provisions of this title that the resident agent represents; and

71-13     (b) Pay to the Secretary of State a filing fee of $100.

71-14     5.  A change authorized by this section becomes effective upon

71-15  the filing of the proper certificate of change.

71-16     Sec. 115.  NRS 87.500 is hereby amended to read as follows:

71-17      87.500  1.  A resident agent [of a registered limited-liability

71-18  partnership] who wishes to resign shall [file] :

71-19     (a) File with the Secretary of State a signed statement in the

71-20  manner provided pursuant to subsection 1 of NRS 78.097 that he is

71-21  unwilling to continue to act as the resident agent of the registered

71-22  limited-liability partnership for the service of process [.] ; and

71-23     (b) Pay to the Secretary of State the filing fee set forth in

71-24  subsection 1 of NRS 78.097.

71-25  A resignation is not effective until the signed statement is filed with

71-26  the Secretary of State.

71-27     2.  The statement of resignation may contain a statement by the

71-28  affected registered limited-liability partnership appointing a

71-29  successor resident agent. A certificate of acceptance signed by the

71-30  new agent, stating the full name, complete street address and, if

71-31  different from the street address, the mailing address of the new

71-32  agent, must accompany the statement appointing the new resident

71-33  agent.

71-34     3.  Upon the filing of the statement with the Secretary of State,

71-35  the capacity of the person as resident agent terminates. If the

71-36  statement of resignation contains no statement by the registered

71-37  limited-liability partnership appointing a successor resident agent,

71-38  the resigning agent shall immediately give written notice, by

71-39  certified mail, to the registered limited-liability partnership of the

71-40  filing of the statement and its effect. The notice must be addressed

71-41  to a managing partner in this state.

71-42     4.  If a resident agent dies, resigns or removes himself from the

71-43  State, the registered limited-liability partnership shall, within 30

71-44  days thereafter, file with the Secretary of State a certificate of

71-45  acceptance, executed by the new resident agent. The certificate must

72-1  set forth the full name, complete street address and, if different from

72-2  the street address, the mailing address of the newly designated

72-3  resident agent.

72-4      5.  If a registered limited-liability partnership fails to file a

72-5  certificate of acceptance within the period required by [this

72-6  subsection,] subsection 4, it is in default and is subject to the

72-7  provisions of NRS 87.520.

72-8      Sec. 116.  NRS 87.510 is hereby amended to read as follows:

72-9      87.510  1.  A registered limited-liability partnership shall, on

72-10  or before the [first] last day of the [second] first month after the

72-11  filing of its certificate of registration with the Secretary of State, and

72-12  annually thereafter on or before the last day of the month in which

72-13  the anniversary date of the filing of its certificate of registration with

72-14  the Secretary of State occurs, file with the Secretary of State, on a

72-15  form furnished by him, a list that contains:

72-16     (a) The name of the registered limited-liability partnership;

72-17     (b) The file number of the registered limited-liability

72-18  partnership, if known;

72-19     (c) The names of all of its managing partners;

72-20     (d) The [mailing or street] address, either residence or business,

72-21  of each managing partner;

72-22     (e) The name and [street] address of the lawfully designated

72-23  resident agent of the registered limited-liability partnership; and

72-24     (f) The signature of a managing partner of the registered limited-

72-25  liability partnership certifying that the list is true, complete and

72-26  accurate.

72-27  Each list filed pursuant to this subsection must be accompanied by a

72-28  declaration under penalty of perjury that the registered limited-

72-29  liability partnership has complied with the provisions of chapter

72-30  364A of NRS[.] and which acknowledges that pursuant to NRS

72-31  239.330 it is a category C felony to knowingly offer any false or

72-32  forged instrument for filing in the Office of the Secretary of State.

72-33     2.  Upon filing:

72-34     (a) The initial list required by subsection 1, the registered

72-35  limited-liability partnership shall pay to the Secretary of State a fee

72-36  of [$165.] $125.

72-37     (b) Each annual list required by subsection 1, the registered

72-38  limited-liability partnership shall pay to the Secretary of State a fee

72-39  of [$85.] $125.

72-40     3.  If a managing partner of a registered limited-liability

72-41  partnership resigns and the resignation is not made in conjunction

72-42  with the filing of an annual or amended list of managing partners,

72-43  the registered limited-liability partnership shall pay to the

72-44  Secretary of State a fee of $75 to file the resignation of the

72-45  managing partner.

73-1      4.  The Secretary of State shall, at least 60 days before the last

73-2  day for filing each annual list required by subsection 1, cause to be

73-3  mailed to the registered limited-liability partnership a notice of the

73-4  fee due pursuant to subsection 2 and a reminder to file the annual

73-5  list required by subsection 1. The failure of any registered limited-

73-6  liability partnership to receive a notice or form does not excuse it

73-7  from complying with the provisions of this section.

73-8      [4.] 5.  If the list to be filed pursuant to the provisions of

73-9  subsection 1 is defective, or the fee required by subsection 2 is not

73-10  paid, the Secretary of State may return the list for correction or

73-11  payment.

73-12     [5.] 6.  An annual list that is filed by a registered limited-

73-13  liability partnership which is not in default more than [60] 90 days

73-14  before it is due shall be deemed an amended list for the previous

73-15  year and does not satisfy the requirements of subsection 1 for the

73-16  year to which the due date is applicable.

73-17     Sec. 117.  NRS 87.520 is hereby amended to read as follows:

73-18      87.520  1.  A registered limited-liability partnership that fails

73-19  to comply with the provisions of NRS 87.510 is in default.

73-20     2.  Upon notification from the Administrator of the Real

73-21  Estate Division of the Department of Business and Industry that a

73-22  registered limited-liability partnership which is a unit-owners’

73-23  association as defined in NRS 116.110315 has failed to register

73-24  pursuant to NRS 116.31158 or failed to pay the fees pursuant to

73-25  NRS 116.31155, the Secretary of State shall deem the registered

73-26  limited-liability partnership to be in default. If, after the registered

73-27  limited-liability partnership is deemed to be in default, the

73-28  Administrator notifies the Secretary of State that the registered

73-29  limited-liability partnership has registered pursuant to NRS

73-30  116.31158 and paid the fees pursuant to NRS 116.31155, the

73-31  Secretary of State shall reinstate the registered limited-liability

73-32  partnership if the registered limited-liability partnership complies

73-33  with the requirements for reinstatement as provided in this section

73-34  and NRS 87.530.

73-35     3.  Any registered limited-liability partnership that is in default

73-36  pursuant to [subsection 1] this section must, in addition to the fee

73-37  required to be paid pursuant to NRS 87.510, pay a penalty of [$50.

73-38     3.  On or before the 15th day of the third month after the month

73-39  in which the fee required to be paid pursuant to NRS 87.510 is due,

73-40  the] $75.

73-41     4.  The Secretary of State shall [notify, by certified mail,]

73-42  provide written notice to the resident agent of any registered

73-43  limited-liability partnership that is in default. The written notice

73-44  [must] :

74-1      (a) Must include the amount of any payment that is due from the

74-2  registered limited-liability partnership.

74-3      [4.] (b) At the request of the resident agent, may be provided

74-4  electronically.

74-5      5.  If a registered limited-liability partnership fails to pay the

74-6  amount that is due, the certificate of registration of the registered

74-7  limited-liability partnership shall be deemed revoked [on the first

74-8  day of the ninth month after the month in which the fee required to

74-9  be paid pursuant to NRS 87.510 was due. The] immediately after

74-10  the last day of the month in which the anniversary date of the

74-11  filing of the certificate of registration occurs, and the Secretary of

74-12  State shall notify [a] the registered limited-liability partnership, by

74-13  [certified mail, addressed] providing written notice to its resident

74-14  agent or, if the registered limited-liability partnership does not have

74-15  a resident agent, to a managing partner, that its certificate of

74-16  registration is revoked . [and] The written notice:

74-17     (a) Must include the amount of any fees and penalties incurred

74-18  that are due.

74-19     (b) At the request of the resident agent or managing partner,

74-20  may be provided electronically.

74-21     Sec. 118.  NRS 87.530 is hereby amended to read as follows:

74-22      87.530  1.  Except as otherwise provided in subsection 3, the

74-23  Secretary of State shall reinstate the certificate of registration of a

74-24  registered limited-liability partnership that is revoked pursuant to

74-25  NRS 87.520 if the registered limited-liability partnership:

74-26     (a) Files with the Secretary of State [the] :

74-27         (1) The information required by NRS 87.510; and

74-28         (2) A certificate of acceptance of appointment signed by its

74-29  resident agent; and

74-30     (b) Pays to the Secretary of State:

74-31         (1) The fee required to be paid [by that section;] pursuant to

74-32  NRS 87.510;

74-33         (2) Any penalty required to be paid pursuant to NRS 87.520;

74-34  and

74-35         (3) A reinstatement fee of [$200.

74-36     2.  Upon reinstatement of a certificate of registration pursuant

74-37  to this section,] $300.

74-38     2.  When the Secretary of State reinstates the registered

74-39  limited-liability partnership, he shall[:

74-40     (a) Deliver to the registered limited-liability partnership a

74-41  certificate of reinstatement authorizing it to transact business

74-42  retroactively from the date the fee required by NRS 87.510 was due;

74-43  and

75-1      (b) Upon request,]issue to the registered limited-liability

75-2  partnership [one or more certified copies of the] a certificate of

75-3  reinstatement [.] if the registered limited-liability partnership:

75-4      (a) Requests a certificate of reinstatement; and

75-5      (b) Pays the required fees pursuant to NRS 87.550.

75-6      3.  The Secretary of State shall not reinstate the certificate of

75-7  registration of a registered limited-liability partnership if the

75-8  certificate was revoked pursuant to [NRS 87.520] the provisions of

75-9  this chapter at least 5 years before the date of the proposed

75-10  reinstatement.

75-11     Sec. 119.  NRS 87.547 is hereby amended to read as follows:

75-12      87.547  1.  A registered limited-liability partnership may

75-13  correct a document filed by the Secretary of State with respect to the

75-14  registered limited-liability partnership if the document contains an

75-15  inaccurate record of a partnership action described in the document

75-16  or was defectively executed, attested, sealed, verified or

75-17  acknowledged.

75-18     2.  To correct a document, the registered limited-liability

75-19  partnership must:

75-20     (a) Prepare a certificate of correction that:

75-21         (1) States the name of the registered limited-liability

75-22  partnership;

75-23         (2) Describes the document, including, without limitation, its

75-24  filing date;

75-25         (3) Specifies the inaccuracy or defect;

75-26         (4) Sets forth the inaccurate or defective portion of the

75-27  document in an accurate or corrected form; and

75-28         (5) Is signed by a managing partner of the registered limited-

75-29  liability partnership.

75-30     (b) Deliver the certificate to the Secretary of State for filing.

75-31     (c) Pay a filing fee of [$150] $175 to the Secretary of State.

75-32     3.  A certificate of correction is effective on the effective date

75-33  of the document it corrects except as to persons relying on the

75-34  uncorrected document and adversely affected by the correction. As

75-35  to those persons, the certificate is effective when filed.

75-36     Sec. 120.  NRS 87.550 is hereby amended to read as follows:

75-37      87.550  In addition to any other fees required by NRS 87.440 to

75-38  87.540, inclusive, and 87.560, the Secretary of State shall charge

75-39  and collect the following fees for services rendered pursuant to

75-40  those sections:

75-41     1.  For certifying documents required by NRS 87.440 to 87.540,

75-42  inclusive, and 87.560, [$20] $30 per certification.

75-43     2.  For executing a certificate verifying the existence of a

75-44  registered limited-liability partnership, if the registered limited-

76-1  liability partnership has not filed a certificate of amendment, [$40.]

76-2  $50.

76-3      3.  For executing a certificate verifying the existence of a

76-4  registered limited-liability partnership, if the registered limited-

76-5  liability partnership has filed a certificate of amendment, [$40.] $50.

76-6      4.  For executing, certifying or filing any certificate or

76-7  document not required by NRS 87.440 to 87.540, inclusive, and

76-8  87.560, [$40.] $50.

76-9      5.  For any copies made by the Office of the Secretary of State,

76-10  [$1] $2 per page.

76-11     6.  For examining and provisionally approving any document

76-12  before the document is presented for filing, [$100.] $125.

76-13     Sec. 121.  Chapter 88 of NRS is hereby amended by adding

76-14  thereto the provisions set forth as sections 122 to 139, inclusive, of

76-15  this act.

76-16     Sec. 122.  1.  At the time of submitting any list required

76-17  pursuant to NRS 88.395, a limited partnership that meets the

76-18  criteria set forth in subsection 2 must submit:

76-19     (a) The statement required pursuant to subsection 3,

76-20  accompanied by a declaration under penalty of perjury attesting

76-21  that the statement does not contain any material misrepresentation

76-22  of fact; and

76-23     (b) A fee of $100,000, to be distributed in the manner provided

76-24  pursuant to subsection 4.

76-25     2.  A limited partnership must submit a statement pursuant to

76-26  this section if the limited partnership, including its parent and all

76-27  subsidiaries:

76-28     (a) Holds 25 percent or more of the share of the market within

76-29  this state for any product sold or distributed by the limited

76-30  partnership within this state; and

76-31     (b) Has had, during the previous 5-year period, a total of five

76-32  or more investigations commenced against the limited partnership,

76-33  its parent or its subsidiaries in any jurisdiction within the United

76-34  States, including all state and federal investigations:

76-35         (1) Which concern any alleged contract, combination or

76-36  conspiracy in restraint of trade, as described in subsection 1 of

76-37  NRS 598A.060, or which concern similar activities prohibited by a

76-38  substantially similar law of another jurisdiction; and

76-39         (2) Which resulted in the limited partnership being fined or

76-40  otherwise penalized or which resulted in the limited partnership

76-41  being required to divest any holdings or being unable to acquire

76-42  any holdings as a condition for the settlement, dismissal or

76-43  resolution of those investigations.

77-1      3.  A limited partnership that meets the criteria set forth in

77-2  subsection 2 shall submit a statement which includes the following

77-3  information with respect to each investigation:

77-4      (a) The jurisdiction in which the investigation was commenced.

77-5      (b) A summary of the nature of the investigation and the facts

77-6  and circumstances surrounding the investigation.

77-7      (c) If the investigation resulted in criminal or civil litigation, a

77-8  copy of all pleadings filed in the investigation by any party to the

77-9  litigation.

77-10     (d) A summary of the outcome of the investigation, including

77-11  specific information concerning whether any fine or penalty was

77-12  imposed against the limited partnership and whether the limited

77-13  partnership was required to divest any holdings or was unable to

77-14  acquire any holdings as a condition for the settlement, dismissal

77-15  or resolution of the investigation.

77-16     4.  The fee collected pursuant to subsection 1 must be

77-17  deposited in the Attorney General’s Administration Budget

77-18  Account and used solely for the purpose of investigating any

77-19  alleged contract, combination or conspiracy in restraint of trade,

77-20  as described in subsection 1 of NRS 598A.060.

77-21     Sec. 123.  1.  To become a registered limited-liability limited

77-22  partnership, a limited partnership shall file with the Secretary of

77-23  State a certificate of registration stating each of the following:

77-24     (a) The name of the limited partnership.

77-25     (b) The street address of its principal office.

77-26     (c) The name of the person designated as the resident agent of

77-27  the limited partnership, the street address of the resident agent

77-28  where process may be served upon the partnership and the mailing

77-29  address of the resident agent if it is different from his street

77-30  address.

77-31     (d) The name and business address of each organizer

77-32  executing the certificate.

77-33     (e) The name and business address of each initial general

77-34  partner.

77-35     (f) That the limited partnership thereafter will be a registered

77-36  limited-liability limited partnership.

77-37     (g) Any other information that the limited partnership wishes

77-38  to include.

77-39     2.  The certificate of registration must be executed by the vote

77-40  necessary to amend the partnership agreement or, in the case of a

77-41  partnership agreement that expressly considers contribution

77-42  obligations, the vote necessary to amend those provisions.

77-43     3.  The Secretary of State shall register as a registered limited-

77-44  liability limited partnership any limited partnership that submits a

77-45  completed certificate of registration with the required fee.

78-1      4.  The registration of a registered limited-liability limited

78-2  partnership is effective at the time of the filing of the certificate of

78-3  registration.

78-4      Sec. 124.  1.  The name proposed for a registered limited-

78-5  liability limited partnership must contain the words “Limited-

78-6  Liability Limited Partnership” or “Registered Limited-Liability

78-7  Limited Partnership” or the abbreviation “L.L.L.P.” or “LLLP”

78-8  as the last words or letters of the name and must be

78-9  distinguishable on the records of the Secretary of State from the

78-10  names of all other artificial persons formed, organized, registered

78-11  or qualified pursuant to the provisions of this title that are on file

78-12  in the Office of the Secretary of State and all names that are

78-13  reserved in the Office of the Secretary of State pursuant to the

78-14  provisions of this title. If the name of the registered limited-

78-15  liability limited partnership on a certificate of registration of

78-16  limited-liability limited partnership submitted to the Secretary of

78-17  State is not distinguishable from any name on file or reserved

78-18  name, the Secretary of State shall return the certificate to the

78-19  person who signed it, unless the written, acknowledged consent to

78-20  the same name of the holder of the name on file or reserved name

78-21  to use the name accompanies the certificate.

78-22     2.  The Secretary of State shall not accept for filing any

78-23  certificate of registration or any certificate of amendment of a

78-24  certificate of registration of any registered limited-liability limited

78-25  partnership formed or existing pursuant to the laws of this state

78-26  which provides that the name of the registered limited-liability

78-27  limited partnership contains the words “unit-owners’ association”

78-28  or “homeowners’ association” or if it appears in the certificate of

78-29  registration or certificate of amendment that the purpose of the

78-30  registered limited-liability limited partnership is to operate as a

78-31  unit-owners’ association pursuant to chapter 116 of NRS unless

78-32  the Administrator of the Real Estate Division of the Department of

78-33  Business and Industry certifies that the registered limited-liability

78-34  limited partnership has:

78-35     (a) Registered with the Ombudsman for Owners in Common-

78-36  Interest Communities pursuant to NRS 116.31158; and

78-37     (b) Paid to the Administrator of the Real Estate Division the

78-38  fees required pursuant to NRS 116.31155.

78-39     3.  For the purposes of this section, a proposed name is not

78-40  distinguishable from a name on file or reserved name solely

78-41  because one or the other contains distinctive lettering, a distinctive

78-42  mark, a trademark or a trade name, or any combination thereof.

78-43     4.  The name of a registered limited-liability limited

78-44  partnership whose right to transact business has been forfeited,

78-45  which has merged and is not the surviving entity or whose

79-1  existence has otherwise terminated is available for use by any

79-2  other artificial person.

79-3      5.  The Secretary of State may adopt regulations that interpret

79-4  the requirements of this section.

79-5      Sec. 125.  The registration of a registered limited-liability

79-6  limited partnership is effective until:

79-7      1.  Its certificate of registration is revoked pursuant to

79-8  NRS 88.405; or

79-9      2.  The registered limited-liability limited partnership files

79-10  with the Secretary of State a written notice of withdrawal executed

79-11  by a general partner. The notice must be accompanied by a fee of

79-12  $60.

79-13     Sec. 126.  The status of a limited partnership as a registered

79-14  limited-liability limited partnership, and the liability of its

79-15  partners, are not affected by errors in the information contained

79-16  in a certificate of registration or an annual list required to be filed

79-17  with the Secretary of State, or by changes after the filing of such a

79-18  certificate or list in the information contained in the certificate or

79-19  list.

79-20     Sec. 127.  1.  Unless otherwise provided by the articles of

79-21  organization or partnership agreement, a partner of a registered

79-22  limited-liability limited partnership is not personally liable for a

79-23  debt or liability of the registered limited-liability limited

79-24  partnership unless the trier of fact determines that adherence to

79-25  the fiction of a separate entity would sanction fraud or promote a

79-26  manifest injustice.

79-27     2.  For purposes of this section, the failure of a registered

79-28  limited-liability limited partnership to observe the formalities or

79-29  requirements relating to the management of the registered limited-

79-30  liability limited partnership, in and of itself, is not sufficient to

79-31  establish grounds for imposing personal liability on a partner for a

79-32  debt or liability of the registered limited-liability limited

79-33  partnership.

79-34     Sec. 128.  All persons who assume to act on behalf of a

79-35  registered limited-liability limited partnership without the

79-36  authority to act on behalf of the registered limited-liability limited

79-37  partnership are jointly and severally liable for all debts and

79-38  liabilities of the registered limited-liability limited partnership.

79-39     Sec. 129.  To the extent permitted by the law of that

79-40  jurisdiction:

79-41     1.  A limited partnership, including a registered limited-

79-42  liability limited partnership, formed and existing under this

79-43  chapter, may conduct its business, carry on its operations, and

79-44  exercise the powers granted by this chapter in any state, territory,

80-1  district or possession of the United States or in any foreign

80-2  country.

80-3      2.  The internal affairs of a limited partnership, including a

80-4  registered limited-liability limited partnership, formed and existing

80-5  under this chapter, including the liability of partners for debts,

80-6  obligations and liabilities of or chargeable to the partnership, are

80-7  governed by the laws of this state.

80-8      Sec. 130.  The name of a foreign registered limited-liability

80-9  limited partnership that is doing business in this state must

80-10  contain the words “Limited-Liability Limited Partnership” or

80-11  “Registered Limited-Liability Limited Partnership” or the

80-12  abbreviations “L.L.L.P.” or “LLLP,” or such other words or

80-13  abbreviations as may be required or authorized by the laws of the

80-14  other jurisdiction, as the last words or letters of the name.

80-15     Sec. 131.  1.  Each document filed with the Secretary of

80-16  State pursuant to this chapter must be on or accompanied by a

80-17  form prescribed by the Secretary of State.

80-18     2.  The Secretary of State may refuse to file a document which

80-19  does not comply with subsection 1 or which does not contain all of

80-20  the information required by statute for filing the document.

80-21     3.  If the provisions of the form prescribed by the Secretary of

80-22  State conflict with the provisions of any document that is

80-23  submitted for filing with the form:

80-24     (a) The provisions of the form control for all purposes with

80-25  respect to the information that is required by statute to appear in

80-26  the document in order for the document to be filed; and

80-27     (b) Unless otherwise provided in the document, the provisions

80-28  of the document control in every other situation.

80-29     4.  The Secretary of State may by regulation provide for the

80-30  electronic filing of documents with the Office of the Secretary of

80-31  State.

80-32     Sec. 132.  1.  Each foreign limited partnership doing

80-33  business in this state shall, on or before the last day of the first

80-34  month after the filing of its application for registration as a

80-35  foreign limited partnership with the Secretary of State, and

80-36  annually thereafter on or before the last day of the month in

80-37  which the anniversary date of its qualification to do business in

80-38  this state occurs in each year, file with the Secretary of State a list,

80-39  on a form furnished by him, that contains:

80-40     (a) The name of the foreign limited partnership;

80-41     (b) The file number of the foreign limited partnership, if

80-42  known;

80-43     (c) The names of all its general partners;

80-44     (d) The address, either residence or business, of each general

80-45  partner;

81-1      (e) The name and address of its lawfully designated resident

81-2  agent in this state; and

81-3      (f) The signature of a general partner of the foreign limited

81-4  partnership certifying that the list is true, complete and accurate.

81-5      2.  Each list filed pursuant to this section must be

81-6  accompanied by a declaration under penalty of perjury that the

81-7  foreign limited partnership:

81-8      (a) Has complied with the provisions of chapter 364A of NRS;

81-9  and

81-10     (b) Acknowledges that pursuant to NRS 239.330 it is a

81-11  category C felony to knowingly offer any false or forged

81-12  instrument for filing in the Office of the Secretary of State.

81-13     3.  Upon filing:

81-14     (a) The initial list required by this section, the foreign limited

81-15  partnership shall pay to the Secretary of State a fee of $125.

81-16     (b) Each annual list required by this section, the foreign

81-17  limited partnership shall pay to the Secretary of State a fee of

81-18  $125.

81-19     4.  If a general partner of a foreign limited partnership

81-20  resigns and the resignation is not made in conjunction with the

81-21  filing of an annual or amended list of general partners, the

81-22  foreign limited partnership shall pay to the Secretary of State a fee

81-23  of $75 to file the resignation of the general partner.

81-24     5.  The Secretary of State shall, 60 days before the last day for

81-25  filing each annual list required by subsection 1, cause to be mailed

81-26  to each foreign limited partnership, which is required to comply

81-27  with the provisions of sections 132 to 139, inclusive, of this act,

81-28  and which has not become delinquent, the blank forms to be

81-29  completed and filed with him. Failure of any foreign limited

81-30  partnership to receive the forms does not excuse it from the

81-31  penalty imposed by the provisions of sections 132 to 139, inclusive,

81-32  of this act.

81-33     6.  If the list to be filed pursuant to the provisions of

81-34  subsection 1 is defective or the fee required by subsection 3 is not

81-35  paid, the Secretary of State may return the list for correction or

81-36  payment.

81-37     7.  An annual list for a foreign limited partnership not in

81-38  default which is received by the Secretary of State more than 90

81-39  days before its due date must be deemed an amended list for the

81-40  previous year and does not satisfy the requirements of subsection 1

81-41  for the year to which the due date is applicable.

81-42     Sec. 133.  1.  At the time of submitting any list required

81-43  pursuant to section 132 of this act, a foreign limited partnership

81-44  that meets the criteria set forth in subsection 2 must submit:

82-1      (a) The statement required pursuant to subsection 3,

82-2  accompanied by a declaration under penalty of perjury attesting

82-3  that the statement does not contain any material misrepresentation

82-4  of fact; and

82-5      (b) A fee of $100,000, to be distributed in the manner provided

82-6  pursuant to subsection 4.

82-7      2.  A foreign limited partnership must submit a statement

82-8  pursuant to this section if the foreign limited partnership,

82-9  including its parent and all subsidiaries:

82-10     (a) Holds 25 percent or more of the share of the market within

82-11  this state for any product sold or distributed by the foreign limited

82-12  partnership within this state; and

82-13     (b) Has had, during the previous 5-year period, a total of five

82-14  or more investigations commenced against the foreign limited

82-15  partnership, its parent or its subsidiaries in any jurisdiction within

82-16  the United States, including all state and federal investigations:

82-17         (1) Which concern any alleged contract, combination or

82-18  conspiracy in restraint of trade, as described in subsection 1 of

82-19  NRS 598A.060, or which concern similar activities prohibited by a

82-20  substantially similar law of another jurisdiction; and

82-21         (2) Which resulted in the foreign limited partnership being

82-22  fined or otherwise penalized or which resulted in the foreign

82-23  limited partnership being required to divest any holdings or being

82-24  unable to acquire any holdings as a condition for the settlement,

82-25  dismissal or resolution of those investigations.

82-26     3.  A foreign limited partnership that meets the criteria set

82-27  forth in subsection 2 shall submit a statement which includes the

82-28  following information with respect to each investigation:

82-29      (a) The jurisdiction in which the investigation was commenced.

82-30     (b) A summary of the nature of the investigation and the facts

82-31  and circumstances surrounding the investigation.

82-32     (c) If the investigation resulted in criminal or civil litigation, a

82-33  copy of all pleadings filed in the investigation by any party to the

82-34  litigation.

82-35     (d) A summary of the outcome of the investigation, including

82-36  specific information concerning whether any fine or penalty was

82-37  imposed against the foreign limited partnership and whether the

82-38  foreign limited partnership was required to divest any holdings or

82-39  was unable to acquire any holdings as a condition for the

82-40  settlement, dismissal or resolution of the investigation.

82-41     4.  The fee collected pursuant to subsection 1 must be

82-42  deposited in the Attorney General’s Administration Budget

82-43  Account and used solely for the purpose of investigating any

82-44  alleged contract, combination or conspiracy in restraint of trade,

82-45  as described in subsection 1 of NRS 598A.060.

83-1      Sec. 134.  If a foreign limited partnership has filed the initial

83-2  or annual list in compliance with section 132 of this act and has

83-3  paid the appropriate fee for the filing, the cancelled check or other

83-4  proof of payment received by the foreign limited partnership

83-5  constitutes a certificate authorizing it to transact its business

83-6  within this state until the last day of the month in which the

83-7  anniversary of its qualification to transact business occurs in the

83-8  next succeeding calendar year.

83-9      Sec. 135.  1.  Each list required to be filed under the

83-10  provisions of sections 132 to 139, inclusive, of this act must, after

83-11  the name of each managing partner listed thereon, set forth the

83-12  address, either residence or business, of each managing partner.

83-13     2.  If the addresses are not stated for each person on any list

83-14  offered for filing, the Secretary of State may refuse to file the list,

83-15  and the foreign limited partnership for which the list has been

83-16  offered for filing is subject to all the provisions of sections 132 to

83-17  139, inclusive, of this act relating to failure to file the list within or

83-18  at the times therein specified, unless a list is subsequently

83-19  submitted for filing which conforms to the provisions of this

83-20  section.

83-21     Sec. 136.  1.  Each foreign limited partnership which is

83-22  required to make a filing and pay the fee prescribed in sections

83-23  132 to 139, inclusive, of this act and which refuses or neglects to

83-24  do so within the time provided is in default.

83-25     2.  For default there must be added to the amount of the fee a

83-26  penalty of $75, and unless the filing is made and the fee and

83-27  penalty are paid on or before the last day of the month in which

83-28  the anniversary date of the foreign limited partnership occurs, the

83-29  defaulting foreign limited partnership by reason of its default

83-30  forfeits its right to transact any business within this state. The fee

83-31  and penalty must be collected as provided in this chapter.

83-32     Sec. 137.  1.  The Secretary of State shall notify, by

83-33  providing written notice to its resident agent, each foreign limited

83-34  partnership deemed in default pursuant to section 136 of this act.

83-35  The written notice:

83-36     (a) Must include a statement indicating the amount of the

83-37  filing fee, penalties incurred and costs remaining unpaid.

83-38     (b) At the request of the resident agent, may be provided

83-39  electronically.

83-40     2.  Immediately after the last day of the month in which the

83-41  anniversary date of the filing of the certificate of limited

83-42  partnership occurs, the Secretary of State shall compile a complete

83-43  list containing the names of all foreign limited partnerships whose

83-44  right to transact business has been forfeited.

84-1      3.  The Secretary of State shall notify, by providing written

84-2  notice to its resident agent, each foreign limited partnership

84-3  specified in subsection 2 of the forfeiture of its right to transact

84-4  business. The written notice:

84-5      (a) Must include a statement indicating the amount of the

84-6  filing fee, penalties incurred and costs remaining unpaid.

84-7      (b) At the request of the resident agent, may be provided

84-8  electronically.

84-9      Sec. 138.  1.  Except as otherwise provided in subsections 3

84-10  and 4, the Secretary of State shall reinstate a foreign limited

84-11  partnership which has forfeited or which forfeits its right to

84-12  transact business under the provisions of this chapter and shall

84-13  restore to the foreign limited partnership its right to transact

84-14  business in this state, and to exercise its privileges and immunities,

84-15  if it:

84-16     (a) Files with the Secretary of State:

84-17         (1) The list required by section 132 of this act;

84-18         (2) The statement required by section 133 of this act, if

84-19  applicable; and

84-20         (3) A certificate of acceptance of appointment signed by its

84-21  resident agent; and

84-22     (b) Pays to the Secretary of State:

84-23         (1) The filing fee and penalty set forth in sections 132 and

84-24  136 of this act for each year or portion thereof that its right to

84-25  transact business was forfeited;

84-26         (2) The fee set forth in section 133 of this act, if applicable;

84-27  and

84-28         (3) A fee of $300 for reinstatement.

84-29     2.  When the Secretary of State reinstates the foreign limited

84-30  partnership, he shall issue to the foreign limited partnership a

84-31  certificate of reinstatement if the foreign limited partnership:

84-32     (a) Requests a certificate of reinstatement; and

84-33     (b) Pays the required fees pursuant to NRS 88.415.

84-34     3.  The Secretary of State shall not order a reinstatement

84-35  unless all delinquent fees and penalties have been paid and the

84-36  revocation of the right to transact business occurred only by

84-37  reason of failure to pay the fees and penalties.

84-38     4.  If the right of a foreign limited partnership to transact

84-39  business in this state has been forfeited pursuant to the provisions

84-40  of this chapter and has remained forfeited for a period of 5

84-41  consecutive years, the right is not subject to reinstatement.

84-42     Sec. 139.  1.  Except as otherwise provided in subsection 2, if

84-43  a foreign limited partnership applies to reinstate its certificate of

84-44  registration and its name has been legally reserved or acquired by

84-45  another artificial person formed, organized, registered or qualified

85-1  pursuant to the provisions of this title whose name is on file with

85-2  the Office of the Secretary of State or reserved in the Office of the

85-3  Secretary of State pursuant to the provisions of this title, the

85-4  foreign limited partnership must in its application for

85-5  reinstatement submit in writing to the Secretary of State some

85-6  other name under which it desires its existence to be reinstated. If

85-7  that name is distinguishable from all other names reserved or

85-8  otherwise on file, the Secretary of State shall reinstate the foreign

85-9  limited partnership under that new name.

85-10     2.  If the applying foreign limited partnership submits the

85-11  written, acknowledged consent of the artificial person having a

85-12  name, or the person who has reserved a name, which is not

85-13  distinguishable from the old name of the applying foreign limited

85-14  partnership or a new name it has submitted, it may be reinstated

85-15  under that name.

85-16     3.  For the purposes of this section, a proposed name is not

85-17  distinguishable from a name on file or reserved solely because one

85-18  or the other contains distinctive lettering, a distinctive mark, a

85-19  trademark or a trade name, or any combination thereof.

85-20     4.  The Secretary of State may adopt regulations that interpret

85-21  the requirements of this section.

85-22     Sec. 140.  NRS 88.315 is hereby amended to read as follows:

85-23      88.315  As used in this chapter, unless the context otherwise

85-24  requires:

85-25     1.  “Certificate of limited partnership” means the certificate

85-26  referred to in NRS 88.350, and the certificate as amended or

85-27  restated.

85-28     2.  “Contribution” means any cash, property, services rendered,

85-29  or a promissory note or other binding obligation to contribute cash

85-30  or property or to perform services, which a partner contributes to a

85-31  limited partnership in his capacity as a partner.

85-32     3.  “Event of withdrawal of a general partner” means an event

85-33  that causes a person to cease to be a general partner as provided in

85-34  NRS 88.450.

85-35     4.  “Foreign limited partnership” means a partnership formed

85-36  under the laws of any state other than this state and having as

85-37  partners one or more general partners and one or more limited

85-38  partners.

85-39     5.  “Foreign registered limited-liability limited partnership”

85-40  means a foreign limited-liability limited partnership:

85-41     (a) Formed pursuant to an agreement governed by the laws of

85-42  another state; and

85-43     (b) Registered pursuant to and complying with NRS 88.570 to

85-44  88.605, inclusive, and section 130 of this act.

86-1      6.  “General partner” means a person who has been admitted to

86-2  a limited partnership as a general partner in accordance with the

86-3  partnership agreement and named in the certificate of limited

86-4  partnership as a general partner.

86-5      [6.] 7.  “Limited partner” means a person who has been

86-6  admitted to a limited partnership as a limited partner in accordance

86-7  with the partnership agreement.

86-8      [7.] 8.  “Limited partnership” and “domestic limited

86-9  partnership” mean a partnership formed by two or more persons

86-10  under the laws of this state and having one or more general partners

86-11  and one or more limited partners.

86-12     [8.] 9.  “Partner” means a limited or general partner.

86-13     [9.] 10.  “Partnership agreement” means any valid agreement,

86-14  written or oral, of the partners as to the affairs of a limited

86-15  partnership and the conduct of its business.

86-16     [10.] 11.  “Partnership interest” means a partner’s share of the

86-17  profits and losses of a limited partnership and the right to receive

86-18  distributions of partnership assets.

86-19     [11.] 12.  “Registered limited-liability limited partnership”

86-20  means a limited partnership:

86-21     (a) Formed pursuant to an agreement governed by this

86-22  chapter; and

86-23     (b) Registered pursuant to and complying with NRS 88.350 to

86-24  88.415, inclusive, and sections 122 to 125, inclusive, of this act.

86-25     13.  “Registered office” means the office maintained at the

86-26  street address of the resident agent.

86-27     [12.] 14.  “Resident agent” means the agent appointed by the

86-28  limited partnership upon whom process or a notice or demand

86-29  authorized by law to be served upon the limited partnership may be

86-30  served.

86-31     [13.] 15.  “Sign” means to affix a signature to a document.

86-32     [14.] 16.  “Signature” means a name, word or mark executed or

86-33  adopted by a person with the present intention to authenticate a

86-34  document. The term includes, without limitation, an electronic

86-35  signature as defined in NRS 719.100.

86-36     [15.] 17.  “State” means a state, territory or possession of the

86-37  United States, the District of Columbia or the Commonwealth of

86-38  Puerto Rico.

86-39     [16.] 18.  “Street address” of a resident agent means the actual

86-40  physical location in this state at which a resident is available for

86-41  service of process.

86-42     Sec. 141.  NRS 88.320 is hereby amended to read as follows:

86-43      88.320  1.  [The] Except as otherwise provided in section 124

86-44  of this act, the name proposed for a limited partnership as set forth

86-45  in its certificate of limited partnership:

87-1      (a) Must contain the words “Limited Partnership,” or the

87-2  abbreviation “LP” or “L.P.” ;

87-3      (b) May not contain the name of a limited partner unless:

87-4          (1) It is also the name of a general partner or the corporate

87-5  name of a corporate general partner; or

87-6          (2) The business of the limited partnership had been carried

87-7  on under that name before the admission of that limited partner; and

87-8      (c) Must be distinguishable on the records of the Secretary of

87-9  State from the names of all other artificial persons formed,

87-10  organized, registered or qualified pursuant to the provisions of this

87-11  title that are on file in the Office of the Secretary of State and all

87-12  names that are reserved in the Office of the Secretary of State

87-13  pursuant to the provisions of this title. If the name on the certificate

87-14  of limited partnership submitted to the Secretary of State is not

87-15  distinguishable from any name on file or reserved name, the

87-16  Secretary of State shall return the certificate to the filer, unless

87-17  the written, acknowledged consent to the use of the same or the

87-18  requested similar name of the holder of the name on file or reserved

87-19  name accompanies the certificate of limited partnership.

87-20     2.  For the purposes of this section, a proposed name is not

87-21  distinguished from a name on file or reserved name solely because

87-22  one or the other contains distinctive lettering, a distinctive mark, a

87-23  trademark or a trade name, or any combination [of these.] thereof.

87-24     3.  The Secretary of State shall not accept for filing any

87-25  certificate of limited partnership for any limited partnership

87-26  formed or existing pursuant to the laws of this state which

87-27  provides that the name of the limited partnership contains the

87-28  word “accountant,” “accounting,” “accountancy,” “auditor” or

87-29  “auditing” unless the Nevada State Board of Accountancy

87-30  certifies that the limited partnership:

87-31     (a) Is registered pursuant to the provisions of chapter 628 of

87-32  NRS; or

87-33     (b) Has filed with the Nevada State Board of Accountancy

87-34  under penalty of perjury a written statement that the limited

87-35  partnership is not engaged in the practice of accounting and is not

87-36  offering to practice accounting in this state.

87-37     4.  The Secretary of State shall not accept for filing any

87-38  certificate of limited partnership for any limited partnership

87-39  formed or existing pursuant to the laws of this state which

87-40  provides that the name of the limited partnership contains the

87-41  word “bank” or “trust” unless:

87-42     (a) It appears from the certificate of limited partnership that

87-43  the limited partnership proposes to carry on business as a banking

87-44  or trust company, exclusively or in connection with its business as

87-45  a bank, savings and loan association or thrift company; and

88-1      (b) The certificate of limited partnership is first approved by

88-2  the Commissioner of Financial Institutions.

88-3      5.  The Secretary of State shall not accept for filing any

88-4  certificate of limited partnership for any limited partnership

88-5  formed or existing pursuant to the provisions of this chapter if it

88-6  appears from the certificate of limited partnership that the

88-7  business to be carried on by the limited partnership is subject to

88-8  supervision by the Commissioner of Insurance or by the

88-9  Commissioner of Financial Institutions, unless the certificate of

88-10  limited partnership is approved by the Commissioner who will

88-11  supervise the business of the limited partnership.

88-12     6.  Except as otherwise provided in subsection 5, the Secretary

88-13  of State shall not accept for filing any certificate of limited

88-14  partnership for any limited partnership formed or existing

88-15  pursuant to the laws of this state which provides that the name of

88-16  the limited partnership contains the words “engineer,”

88-17  “engineered,” “engineering,” “professional engineer,” “registered

88-18  engineer” or “licensed engineer” unless:

88-19     (a) The State Board of Professional Engineers and Land

88-20  Surveyors certifies that the principals of the limited partnership

88-21  are licensed to practice engineering pursuant to the laws of this

88-22  state; or

88-23     (b) The State Board of Professional Engineers and Land

88-24  Surveyors certifies that the limited partnership is exempt from the

88-25  prohibitions of NRS 625.520.

88-26     7.  The Secretary of State shall not accept for filing any

88-27  certificate of limited partnership for any limited partnership

88-28  formed or existing pursuant to the laws of this state which

88-29  provides that the name of the limited partnership contains the

88-30  words “unit-owners’ association” or “homeowners’ association”

88-31  or if it appears in the certificate of limited partnership that the

88-32  purpose of the limited partnership is to operate as a unit-owners’

88-33  association pursuant to chapter 116 of NRS unless the

88-34  Administrator of the Real Estate Division of the Department of

88-35  Business and Industry certifies that the limited partnership has:

88-36     (a) Registered with the Ombudsman for Owners in Common-

88-37  Interest Communities pursuant to NRS 116.31158; and

88-38     (b) Paid to the Administrator of the Real Estate Division the

88-39  fees required pursuant to NRS 116.31155.

88-40     8.  The name of a limited partnership whose right to transact

88-41  business has been forfeited, which has merged and is not the

88-42  surviving entity or whose existence has otherwise terminated is

88-43  available for use by any other artificial person.

88-44     [4.] 9.  The Secretary of State may adopt regulations that

88-45  interpret the requirements of this section.

89-1      Sec. 142.  NRS 88.327 is hereby amended to read as follows:

89-2      88.327  1.  Except as otherwise provided in subsection 2, if a

89-3  limited partnership applies to reinstate its right to transact business

89-4  but its name has been legally reserved or acquired by any other

89-5  artificial person formed, organized, registered or qualified pursuant

89-6  to the provisions of this title whose name is on file with the Office

89-7  of the Secretary of State or reserved in the Office of the Secretary of

89-8  State pursuant to the provisions of this title, the applying limited

89-9  partnership shall submit in writing to the Secretary of State some

89-10  other name under which it desires its right to be reinstated. If that

89-11  name is distinguishable from all other names reserved or otherwise

89-12  on file, the Secretary of State shall [issue to the applying] reinstate

89-13  the limited partnership [a certificate of reinstatement] under that

89-14  new name.

89-15     2.  If the applying limited partnership submits the written,

89-16  acknowledged consent of the other artificial person having the

89-17  name, or the person who has reserved the name, that is not

89-18  distinguishable from the old name of the applying limited

89-19  partnership or a new name it has submitted, it may be reinstated

89-20  under that name.

89-21     3.  For the purposes of this section, a proposed name is not

89-22  distinguishable from a name on file or reserved name solely because

89-23  one or the other contains distinctive lettering, a distinctive mark, a

89-24  trademark or a trade name, or any combination [of these.] thereof.

89-25     4.  The Secretary of State may adopt regulations that interpret

89-26  the requirements of this section.

89-27     Sec. 143.  NRS 88.331 is hereby amended to read as follows:

89-28      88.331  1.  If a limited partnership created pursuant to this

89-29  chapter desires to change its resident agent, the change may be

89-30  effected by filing with the Secretary of State a certificate of change

89-31  [,] of resident agent, signed by a general partner, which sets forth:

89-32     (a) The name of the limited partnership;

89-33     (b) The name and street address of its present resident agent; and

89-34     (c) The name and street address of the new resident agent.

89-35     2.  The new resident agent’s certificate of acceptance must be a

89-36  part of or attached to the certificate of change [.

89-37     3.  The] of resident agent.

89-38     3.  If the name of a resident agent is changed as a result of a

89-39  merger, conversion, exchange, sale, reorganization or

89-40  amendment, the resident agent shall:

89-41     (a) File with the Secretary of State a certificate of name

89-42  change of resident agent that includes:

89-43         (1) The current name of the resident agent as filed with the

89-44  Secretary of State;

89-45         (2) The new name of the resident agent; and

90-1          (3) The name and file number of each artificial person

90-2  formed, organized, registered or qualified pursuant to the

90-3  provisions of this title that the resident agent represents; and

90-4      (b) Pay to the Secretary of State a filing fee of $100.

90-5      4.  A change authorized by this section becomes effective upon

90-6  the filing of the proper certificate of change.

90-7      Sec. 144.  NRS 88.332 is hereby amended to read as follows:

90-8      88.332  1.  [Any person who has been designated by a limited

90-9  partnership as its] A resident agent [and who thereafter] who desires

90-10  to resign shall [file] :

90-11     (a) File with the Secretary of State a signed statement in the

90-12  manner provided pursuant to subsection 1 of NRS 78.097 that he is

90-13  unwilling to continue to act as the resident agent of the limited

90-14  partnership [.] for the service of process; and

90-15     (b) Pay to the Secretary of State the filing fee set forth in

90-16  subsection 1 of NRS 78.097.

90-17  A resignation is not effective until the signed statement is filed with

90-18  the Secretary of State.

90-19     2.  The statement of resignation may contain a statement by the

90-20  affected limited partnership appointing a successor resident agent

90-21  for the limited partnership. A certificate of acceptance executed by

90-22  the new agent, stating the full name, complete street address and, if

90-23  different from the street address, mailing address of the new agent,

90-24  must accompany the statement appointing the new agent.

90-25     [2.] 3.  Upon the filing of the statement with the Secretary of

90-26  State , the capacity of the person as resident agent terminates. If the

90-27  statement of resignation does not contain a statement by the limited

90-28  partnership appointing a successor resident agent, the resigning

90-29  agent shall immediately give written notice, by mail, to the limited

90-30  partnership of the filing of the statement and the effect thereof. The

90-31  notice must be addressed to a general partner of the partnership

90-32  other than the resident agent.

90-33     [3.] 4.  If a designated resident agent dies, resigns or removes

90-34  from the State, the limited partnership, within 30 days thereafter,

90-35  shall file with the Secretary of State a certificate of acceptance,

90-36  executed by the new resident agent. The certificate must set forth

90-37  the full name, complete street address and, if different from the

90-38  street address, mailing address of the newly designated resident

90-39  agent.

90-40     [4.] 5.  Each limited partnership which fails to file a certificate

90-41  of acceptance executed by the new resident agent within 30 days

90-42  after the death, resignation or removal of its resident agent as

90-43  provided in subsection [3] 4 shall be deemed in default and is

90-44  subject to the provisions of NRS 88.400 and 88.405.

 

91-1      Sec. 145.  NRS 88.335 is hereby amended to read as follows:

91-2      88.335  1.  A limited partnership shall keep at the office

91-3  referred to in paragraph (a) of subsection 1 of NRS 88.330 the

91-4  following:

91-5      (a) A current list of the full name and last known business

91-6  address of each partner , separately identifying the general partners

91-7  in alphabetical order and the limited partners in alphabetical order;

91-8      (b) A copy of the certificate of limited partnership and all

91-9  certificates of amendment thereto, together with executed copies of

91-10  any powers of attorney pursuant to which any certificate has been

91-11  executed;

91-12     (c) Copies of the limited partnership’s federal, state, and local

91-13  income tax returns and reports, if any, for the 3 most recent years;

91-14     (d) Copies of any then effective written partnership agreements

91-15  [and] ;

91-16     (e) Copies of any financial statements of the limited partnership

91-17  for the 3 most recent years; and

91-18     [(e)] (f) Unless contained in a written partnership agreement, a

91-19  writing setting out:

91-20         (1) The amount of cash and a description and statement of

91-21  the agreed value of the other property or services contributed by

91-22  each partner and which each partner has agreed to contribute;

91-23         (2) The times at which or events on the happening of which

91-24  any additional contributions agreed to be made by each partner are

91-25  to be made;

91-26         (3) Any right of a partner to receive, or of a general partner

91-27  to make, distributions to a partner which include a return of all or

91-28  any part of the partner’s contribution; and

91-29         (4) Any events upon the happening of which the limited

91-30  partnership is to be dissolved and its affairs wound up.

91-31     2.  In lieu of keeping at an office in this state the information

91-32  required in paragraphs (a), (c), (e) and (f) of subsection 1, the

91-33  limited partnership may keep a statement with the resident agent

91-34  setting out the name of the custodian of the information required

91-35  in paragraphs (a), (c), (e) and (f) of subsection 1, and the present

91-36  and complete post office address, including street and number, if

91-37  any, where the information required in paragraphs (a), (c), (e) and

91-38  (f) of subsection 1 is kept.

91-39     3.  Records kept pursuant to this section are subject to

91-40  inspection and copying at the reasonable request, and at the expense,

91-41  of any partner during ordinary business hours.

91-42     Sec. 146.  NRS 88.339 is hereby amended to read as follows:

91-43      88.339  1.  A limited partnership may correct a document filed

91-44  by the Secretary of State with respect to the limited partnership if

91-45  the document contains an inaccurate record of a partnership action

92-1  described in the document or was defectively executed, attested,

92-2  sealed, verified or acknowledged.

92-3      2.  To correct a document, the limited partnership must:

92-4      (a) Prepare a certificate of correction that:

92-5          (1) States the name of the limited partnership;

92-6          (2) Describes the document, including, without limitation, its

92-7  filing date;

92-8          (3) Specifies the inaccuracy or defect;

92-9          (4) Sets forth the inaccurate or defective portion of the

92-10  document in an accurate or corrected form; and

92-11         (5) Is signed by a general partner of the limited partnership.

92-12     (b) Deliver the certificate to the Secretary of State for filing.

92-13     (c) Pay a filing fee of [$150] $175 to the Secretary of State.

92-14     3.  A certificate of correction is effective on the effective date

92-15  of the document it corrects except as to persons relying on the

92-16  uncorrected document and adversely affected by the correction. As

92-17  to those persons, the certificate is effective when filed.

92-18     Sec. 147.  NRS 88.340 is hereby amended to read as follows:

92-19      88.340  The Secretary of State may microfilm or image any

92-20  document which is filed in his office by or relating to a limited

92-21  partnership pursuant to this chapter and may return the original

92-22  document to the filer.

92-23     Sec. 148.  NRS 88.350 is hereby amended to read as follows:

92-24      88.350  1.  In order to form a limited partnership, a certificate

92-25  of limited partnership must be executed and filed in the Office of the

92-26  Secretary of State. The certificate must set forth:

92-27     (a) The name of the limited partnership;

92-28     (b) The address of the office which contains records and the

92-29  name and address of the resident agent required to be maintained by

92-30  NRS 88.330;

92-31     (c) The name and [the] business address of each [general

92-32  partner;] organizer executing the certificate;

92-33     (d) The name and business address of each initial general

92-34  partner;

92-35     (e) The latest date upon which the limited partnership is to

92-36  dissolve; and

92-37     [(e)] (f) Any other matters the [general partners] organizers

92-38  determine to include therein.

92-39     2.  A certificate of acceptance of appointment of a resident

92-40  agent, executed by the agent, must be filed with the certificate of

92-41  limited partnership.

92-42     3.  A limited partnership is formed at the time of the filing of

92-43  the certificate of limited partnership and the certificate of acceptance

92-44  in the Office of the Secretary of State or at any later time specified

93-1  in the certificate of limited partnership if, in either case, there has

93-2  been substantial compliance with the requirements of this section.

93-3      Sec. 149.  NRS 88.360 is hereby amended to read as follows:

93-4      88.360  A certificate of limited partnership must be cancelled

93-5  upon the dissolution and the commencement of winding up of the

93-6  partnership or at any other time there are no limited partners. A

93-7  certificate of cancellation must be filed in the Office of the Secretary

93-8  of State and set forth:

93-9      1.  The name of the limited partnership;

93-10     2.  [The date of filing of its certificate of limited partnership;

93-11     3.]  The reason for filing the certificate of cancellation;

93-12     [4.] 3.  The effective date, which must be a date certain, of

93-13  cancellation if it is not to be effective upon the filing of the

93-14  certificate; and

93-15     [5.] 4.  Any other information the general partners filing the

93-16  certificate determine.

93-17     Sec. 150.  NRS 88.395 is hereby amended to read as follows:

93-18      88.395  1.  A limited partnership shall, on or before the [first]

93-19  last day of the [second] first month after the filing of its certificate

93-20  of limited partnership with the Secretary of State, and annually

93-21  thereafter on or before the last day of the month in which the

93-22  anniversary date of the filing of its certificate of limited partnership

93-23  occurs, file with the Secretary of State, on a form furnished by him,

93-24  a list that contains:

93-25     (a) The name of the limited partnership;

93-26     (b) The file number of the limited partnership, if known;

93-27     (c) The names of all of its general partners;

93-28     (d) The [mailing or street] address, either residence or business,

93-29  of each general partner;

93-30     (e) The name and [street] address of the lawfully designated

93-31  resident agent of the limited partnership; and

93-32     (f) The signature of a general partner of the limited partnership

93-33  certifying that the list is true, complete and accurate.

93-34  Each list filed pursuant to this subsection must be accompanied by a

93-35  declaration under penalty of perjury that the limited partnership has

93-36  complied with the provisions of chapter 364A of NRS [.

93-37     2.  Upon] and which acknowledges that pursuant to NRS

93-38  239.330 it is a category C felony to knowingly offer any false or

93-39  forged instrument for filing in the Office of the Secretary of State.

93-40     2.  Except as otherwise provided in subsection 3, a limited

93-41  partnership shall, upon filing:

93-42     (a) The initial list required by subsection 1, [the limited

93-43  partnership shall] pay to the Secretary of State a fee of [$165.] $125.

93-44     (b) Each annual list required by subsection 1, [the limited

93-45  partnership shall] pay to the Secretary of State a fee of [$85.] $125.

94-1      3.  A registered limited-liability limited partnership shall,

94-2  upon filing:

94-3      (a) The initial list required by subsection 1, pay to the

94-4  Secretary of State a fee of $125.

94-5      (b) Each annual list required by subsection 1, pay to the

94-6  Secretary of State a fee of $175.

94-7      4.  If a general partner of a limited partnership resigns and

94-8  the resignation is not made in conjunction with the filing of an

94-9  annual or amended list of general partners, the limited

94-10  partnership shall pay to the Secretary of State a fee of $75 to file

94-11  the resignation of the general partner.

94-12     5.  The Secretary of State shall, 60 days before the last day for

94-13  filing each annual list required by subsection 1, cause to be mailed

94-14  to each limited partnership which is required to comply with the

94-15  provisions of this section , and which has not become delinquent , a

94-16  notice of the fee due pursuant to the provisions of subsection 2 or 3,

94-17  as appropriate, and a reminder to file the annual list. Failure of any

94-18  limited partnership to receive a notice or form does not excuse it

94-19  from the penalty imposed by NRS 88.400.

94-20     [4.] 6.  If the list to be filed pursuant to the provisions of

94-21  subsection 1 is defective or the fee required by subsection 2 or 3 is

94-22  not paid, the Secretary of State may return the list for correction or

94-23  payment.

94-24     [5.] 7.  An annual list for a limited partnership not in default

94-25  that is received by the Secretary of State more than [60] 90 days

94-26  before its due date shall be deemed an amended list for the previous

94-27  year and does not satisfy the requirements of subsection 1 for the

94-28  year to which the due date is applicable.

94-29     [6.] 8.  A filing made pursuant to this section does not satisfy

94-30  the provisions of NRS 88.355 and may not be substituted for filings

94-31  submitted pursuant to NRS 88.355.

94-32     Sec. 151.  NRS 88.400 is hereby amended to read as follows:

94-33      88.400  1.  If a limited partnership has filed the list in

94-34  compliance with NRS 88.395 and has paid the appropriate fee for

94-35  the filing, the cancelled check or other proof of payment received

94-36  by the limited partnership constitutes a certificate authorizing it to

94-37  transact its business within this state until the anniversary date of the

94-38  filing of its certificate of limited partnership in the next succeeding

94-39  calendar year. [If the limited partnership desires a formal certificate

94-40  upon its payment of the annual fee, its payment must be

94-41  accompanied by a self-addressed, stamped envelope.]

94-42     2.  Each limited partnership which is required to make a filing

94-43  and pay the fee prescribed in NRS 88.395 and section 122 of this

94-44  act and which refuses or neglects to [file the list and pay the fee] do

94-45  so within the time provided is in default.

95-1      3.  Upon notification from the Administrator of the Real

95-2  Estate Division of the Department of Business and Industry that a

95-3  limited partnership which is a unit-owners’ association as defined

95-4  in NRS 116.110315 has failed to register pursuant to NRS

95-5  116.31158 or failed to pay the fees pursuant to NRS 116.31155,

95-6  the Secretary of State shall deem the limited partnership to be in

95-7  default. If, after the limited partnership is deemed to be in default,

95-8  the Administrator notifies the Secretary of State that the limited

95-9  partnership has registered pursuant to NRS 116.31158 and paid

95-10  the fees pursuant to NRS 116.31155, the Secretary of State shall

95-11  reinstate the limited partnership if the limited partnership

95-12  complies with the requirements for reinstatement as provided in

95-13  this section and NRS 88.410.

95-14     4.  For default there must be added to the amount of the fee a

95-15  penalty of [$50,] $75 and unless the filings are made and the fee and

95-16  penalty are paid on or before the first day of the first anniversary of

95-17  the month following the month in which filing was required, the

95-18  defaulting limited partnership, by reason of its default, forfeits its

95-19  right to transact any business within this state.

95-20     Sec. 152.  NRS 88.405 is hereby amended to read as follows:

95-21      88.405  1.  The Secretary of State shall notify, by [letter

95-22  addressed] providing written notice to its resident agent, each

95-23  defaulting limited partnership. The written notice [must be

95-24  accompanied by] :

95-25     (a) Must include a statement indicating the amount of the filing

95-26  fee, penalties incurred and costs remaining unpaid.

95-27     (b) At the request of the resident agent, may be provided

95-28  electronically.

95-29     2.  Immediately after the first day of the first anniversary of the

95-30  month following the month in which filing was required, the

95-31  certificate of the limited partnership is revoked.

95-32     3.  The Secretary of State shall compile a complete list

95-33  containing the names of all limited partnerships whose right to [do]

95-34  transact business has been forfeited.

95-35     4.  The Secretary of State shall notify, by [letter addressed]

95-36  providing written notice to its resident agent, each limited

95-37  partnership specified in subsection 3 of the revocation of its

95-38  certificate. The written notice [must be accompanied by] :

95-39     (a) Must include a statement indicating the amount of the filing

95-40  fee, penalties incurred and costs remaining unpaid.

95-41     [3.] (b) At the request of the resident agent, may be provided

95-42  electronically.

95-43     5.  In case of revocation of the certificate and of the forfeiture

95-44  of the right to transact business thereunder, all the property and

95-45  assets of the defaulting domestic limited partnership are held in trust

96-1  by the general partners, and the same proceedings may be had with

96-2  respect thereto as for the judicial dissolution of a limited

96-3  partnership. Any person interested may institute proceedings at any

96-4  time after a forfeiture has been declared, but if the Secretary of State

96-5  reinstates the limited partnership , the proceedings must at once be

96-6  dismissed and all property restored to the general partners.

96-7      Sec. 153.  NRS 88.410 is hereby amended to read as follows:

96-8      88.410  1.  Except as otherwise provided in subsections 3 and

96-9  4, the Secretary of State [may:

96-10     (a) Reinstate] shall reinstate any limited partnership which has

96-11  forfeited or which forfeits its right to transact business[; and

96-12     (b) Restore] under the provisions of this chapter and restore to

96-13  the limited partnership its right to carry on business in this state, and

96-14  to exercise its privileges and immunities[,

96-15  upon the filing] if it:

96-16     (a) Files with the Secretary of State [of the] :

96-17         (1) The list required pursuant to NRS 88.395[, and upon

96-18  payment] ;

96-19         (2) The statement required by section 122 of this act, if

96-20  applicable; and

96-21         (3) A certificate of acceptance of appointment signed by its

96-22  resident agent; and

96-23     (b) Pays to the Secretary of State [of the] :

96-24         (1) The filing fee and penalty set forth in NRS 88.395 and

96-25  88.400 for each year or portion thereof during which the certificate

96-26  has been revoked [, and a] ;

96-27         (2) The fee set forth in section 122 of this act, if applicable;

96-28  and

96-29         (3) A fee of [$200] $300 for reinstatement.

96-30     2.  When [payment is made and] the Secretary of State

96-31  reinstates the limited partnership , [to its former rights,] he shall [:

96-32     (a) Immediately issue and deliver to the limited partnership a

96-33  certificate of reinstatement authorizing it to transact business as if

96-34  the filing fee had been paid when due; and

96-35     (b) Upon demand,] issue to the limited partnership [one or more

96-36  certified copies of the] a certificate of reinstatement [.] if the limited

96-37  partnership:

96-38     (a) Requests a certificate of reinstatement; and

96-39     (b) Pays the required fees pursuant to NRS 88.415.

96-40     3.  The Secretary of State shall not order a reinstatement unless

96-41  all delinquent fees and penalties have been paid, and the revocation

96-42  occurred only by reason of failure to pay the fees and penalties.

96-43     4.  If a limited partnership’s certificate has been revoked

96-44  pursuant to the provisions of this chapter and has remained revoked

96-45  for a period of 5 years, the certificate must not be reinstated.

97-1      Sec. 154.  NRS 88.415 is hereby amended to read as follows:

97-2      88.415  The Secretary of State, for services relating to his

97-3  official duties and the records of his office, shall charge and collect

97-4  the following fees:

97-5      1.  For filing a certificate of limited partnership, or for

97-6  registering a foreign limited partnership, [$175.] $75.

97-7      2.  For filing a certificate of registration of limited-liability

97-8  limited partnership, or for registering a foreign registered limited-

97-9  liability limited partnership, $100.

97-10     3.  For filing a certificate of amendment of limited partnership

97-11  or restated certificate of limited partnership, [$150.

97-12     3.] $175.

97-13     4.  For filing a certificate of a change of location of the records

97-14  office of a limited partnership or the office of its resident agent, or a

97-15  designation of a new resident agent, [$30.

97-16     4.] $60.

97-17     5.  For certifying a certificate of limited partnership, an

97-18  amendment to the certificate, or a certificate as amended where a

97-19  copy is provided, [$20] $30 per certification.

97-20     [5.] 6.  For certifying an authorized printed copy of the limited

97-21  partnership law, [$20.

97-22     6.] $30.

97-23     7.  For reserving a limited partnership name, or for executing,

97-24  filing or certifying any other document, [$20.

97-25     7.] $25.

97-26     8.  For copies made at the Office of the Secretary of State, [$1]

97-27  $2 per page.

97-28     [8.] 9.  For filing a certificate of cancellation of a limited

97-29  partnership, [$60.] $75.

97-30  Except as otherwise provided in this section, the fees set forth in

97-31  NRS 78.785 apply to this chapter.

97-32     Sec. 155.  NRS 88.535 is hereby amended to read as follows:

97-33      88.535  1.  On application to a court of competent jurisdiction

97-34  by any judgment creditor of a partner, the court may charge the

97-35  partnership interest of the partner with payment of the unsatisfied

97-36  amount of the judgment with interest. To the extent so charged, the

97-37  judgment creditor has only the rights of an assignee of the

97-38  partnership interest.

97-39     2.  [The court may appoint a receiver of the share of the

97-40  distributions due or to become due to the judgment debtor in respect

97-41  of the partnership. The receiver has only the rights of an assignee.

97-42  The court may make all other orders, directions, accounts and

97-43  inquiries that the judgment debtor might have made or which the

97-44  circumstances of the case may require.

98-1      3.  A charging order constitutes a lien on the partnership

98-2  interest of the judgment debtor. The court may order a foreclosure

98-3  of the partnership interest subject to the charging order at any time.

98-4  The purchaser at the foreclosure sale has only the rights of an

98-5  assignee.

98-6      4.  Unless otherwise provided in the articles of organization or

98-7  operating agreement, at any time before foreclosure, a partnership

98-8  interest charged may be redeemed:

98-9      (a) By the judgment debtor;

98-10     (b) With property other than property of the limited partnership,

98-11  by one or more of the other partners; or

98-12     (c) By the limited partnership with the consent of all of the

98-13  partners whose interests are not so charged.

98-14     5.]  This section [provides] :

98-15     (a) Provides the exclusive remedy by which a judgment creditor

98-16  of a partner or an assignee of a partner may satisfy a judgment out

98-17  of the partnership interest of the judgment debtor.

98-18     [6.  No creditor of a partner has any right to obtain possession

98-19  of, or otherwise exercise legal or equitable remedies with respect to,

98-20  the property of the limited partnership.

98-21     7.  This section does]

98-22     (b) Does not deprive any partner of the benefit of any exemption

98-23  laws applicable to his partnership interest.

98-24     Sec. 156.  NRS 88.585 is hereby amended to read as follows:

98-25      88.585  [A] Except as otherwise provided in section 130 of this

98-26  act, a foreign limited partnership may register with the Secretary of

98-27  State under any name, whether or not it is the name under which it is

98-28  registered in its state of organization, that includes without

98-29  abbreviation the words “limited partnership” and that could be

98-30  registered by a domestic limited partnership.

98-31     Sec. 157.  NRS 88.595 is hereby amended to read as follows:

98-32      88.595  A foreign limited partnership may cancel its

98-33  registration by filing with the Secretary of State a certificate of

98-34  cancellation signed by a general partner. The certificate must set

98-35  forth:

98-36     1.  The name of the foreign limited partnership;

98-37     2.  [The date upon which its certificate of registration was filed;

98-38     3.]  The reason for filing the certificate of cancellation;

98-39     [4.] 3.  The effective date of the cancellation if other than the

98-40  date of the filing of the certificate of cancellation; and

98-41     [5.] 4.  Any other information deemed necessary by the general

98-42  partners of the partnership.

98-43  A cancellation does not terminate the authority of the Secretary of

98-44  State to accept service of process on the foreign limited partnership

99-1  with respect to causes of action arising out of the transactions of

99-2  business in this state.

99-3      Sec. 158.  Chapter 88A of NRS is hereby amended by adding

99-4  thereto the provisions set forth as sections 159 to 166, inclusive, of

99-5  this act.

99-6      Sec. 159.  1.  Each document filed with the Secretary of

99-7  State pursuant to this chapter must be on or accompanied by a

99-8  form prescribed by the Secretary of State.

99-9      2.  The Secretary of State may refuse to file a document which

99-10  does not comply with subsection 1 or which does not contain all of

99-11  the information required by statute for filing the document.

99-12     3.  If the provisions of the form prescribed by the Secretary of

99-13  State conflict with the provisions of any document that is

99-14  submitted for filing with the form:

99-15     (a) The provisions of the form control for all purposes with

99-16  respect to the information that is required by statute to appear in

99-17  the document in order for the document to be filed; and

99-18     (b) Unless otherwise provided in the document, the provisions

99-19  of the document control in every other situation.

99-20     4.  The Secretary of State may by regulation provide for the

99-21  electronic filing of documents with the Office of the Secretary of

99-22  State.

99-23     Sec. 160.  1.  Each foreign business trust doing business in

99-24  this state shall, on or before the last day of the first month after

99-25  the filing of its application for registration as a foreign business

99-26  trust with the Secretary of State, and annually thereafter on or

99-27  before the last day of the month in which the anniversary date of

99-28  its qualification to do business in this state occurs in each year,

99-29  file with the Secretary of State a list, on a form furnished by him,

99-30  that contains:

99-31     (a) The name of the foreign business trust;

99-32     (b) The file number of the foreign business trust, if known;

99-33     (c) The name of at least one of its trustees;

99-34     (d) The address, either residence or business, of the trustee

99-35  listed pursuant to paragraph (c);

99-36     (e) The name and address of its lawfully designated resident

99-37  agent in this state; and

99-38     (f) The signature of a trustee of the foreign business trust

99-39  certifying that the list is true, complete and accurate.

99-40     2.  Each list required to be filed pursuant to this section must

99-41  be accompanied by a declaration under penalty of perjury that the

99-42  foreign business trust:

99-43     (a) Has complied with the provisions of chapter 364A of NRS;

99-44  and

100-1     (b) Acknowledges that pursuant to NRS 239.330 it is a

100-2  category C felony to knowingly offer any false or forged

100-3  instrument for filing in the Office of the Secretary of State.

100-4     3.  Upon filing:

100-5     (a) The initial list required by this section, the foreign business

100-6  trust shall pay to the Secretary of State a fee of $125.

100-7     (b) Each annual list required by this section, the foreign

100-8  business trust shall pay to the Secretary of State a fee of $125.

100-9     4.  If a trustee of a foreign business trust resigns and the

100-10  resignation is not made in conjunction with the filing of an

100-11  annual or amended list of trustees, the foreign business trust shall

100-12  pay to the Secretary of State a fee of $75 to file the resignation of

100-13  the trustee.

100-14    5.  The Secretary of State shall, 60 days before the last day for

100-15  filing each annual list required by subsection 1, cause to be mailed

100-16  to each foreign business trust which is required to comply with the

100-17  provisions of sections 160 to 166, inclusive, of this act, and which

100-18  has not become delinquent, the blank forms to be completed and

100-19  filed with him. Failure of any foreign business trust to receive the

100-20  forms does not excuse it from the penalty imposed by the

100-21  provisions of sections 160 to 166, inclusive, of this act.

100-22    6.  If the list to be filed pursuant to the provisions of

100-23  subsection 1 is defective or the fee required by subsection 3 is not

100-24  paid, the Secretary of State may return the list for correction or

100-25  payment.

100-26    7.  An annual list for a foreign business trust not in default

100-27  which is received by the Secretary of State more than 90 days

100-28  before its due date must be deemed an amended list for the

100-29  previous year and does not satisfy the requirements of subsection 1

100-30  for the year to which the due date is applicable.

100-31    Sec. 161.  If a foreign business trust has filed the initial or

100-32  annual list in compliance with section 160 of this act and has paid

100-33  the appropriate fee for the filing, the cancelled check or other

100-34  proof of payment received by the foreign business trust constitutes

100-35  a certificate authorizing it to transact its business within this state

100-36  until the last day of the month in which the anniversary of its

100-37  qualification to transact business occurs in the next succeeding

100-38  calendar year.

100-39    Sec. 162.  1.  Each list required to be filed under the

100-40  provisions of sections 160 to 166, inclusive, of this act must, after

100-41  the name of each trustee listed thereon, set forth the address,

100-42  either residence or business, of each trustee.

100-43    2.  If the addresses are not stated for each person on any list

100-44  offered for filing, the Secretary of State may refuse to file the list,

100-45  and the foreign business trust for which the list has been offered

101-1  for filing is subject to all the provisions of sections 160 to 166,

101-2  inclusive, of this act relating to failure to file the list within or at

101-3  the times therein specified, unless a list is subsequently submitted

101-4  for filing which conforms to the provisions of this section.

101-5     Sec. 163.  1.  Each foreign business trust which is required

101-6  to make a filing and pay the fee prescribed in sections 160 to 166,

101-7  inclusive, of this act and which refuses or neglects to do so within

101-8  the time provided is in default.

101-9     2.  For default there must be added to the amount of the fee a

101-10  penalty of $75, and unless the filing is made and the fee and

101-11  penalty are paid on or before the last day of the month in which

101-12  the anniversary date of the foreign business trust occurs, the

101-13  defaulting foreign business trust by reason of its default forfeits its

101-14  right to transact any business within this state. The fee and penalty

101-15  must be collected as provided in this chapter.

101-16    Sec. 164.  1.  The Secretary of State shall notify, by

101-17  providing written notice to its resident agent, each foreign

101-18  business trust deemed in default pursuant to section 163 of this

101-19  act. The written notice:

101-20    (a) Must include a statement indicating the amount of the

101-21  filing fee, penalties incurred and costs remaining unpaid.

101-22    (b) At the request of the resident agent, may be provided

101-23  electronically.

101-24    2.  Immediately after the last day of the month in which the

101-25  anniversary date of the filing of the certificate of trust occurs,

101-26  the Secretary of State shall compile a complete list containing the

101-27  names of all foreign business trusts whose right to transact

101-28  business has been forfeited.

101-29    3.  The Secretary of State shall notify, by providing written

101-30  notice to its resident agent, each foreign business trust specified in

101-31  subsection 2 of the forfeiture of its right to transact business. The

101-32  written notice:

101-33    (a) Must include a statement indicating the amount of the

101-34  filing fee, penalties incurred and costs remaining unpaid.

101-35    (b) At the request of the resident agent, may be provided

101-36  electronically.

101-37    Sec. 165.  1.  Except as otherwise provided in subsections 3

101-38  and 4, the Secretary of State shall reinstate a foreign business

101-39  trust which has forfeited or which forfeits its right to transact

101-40  business under the provisions of this chapter and shall restore to

101-41  the foreign business trust its right to transact business in this state,

101-42  and to exercise its privileges and immunities, if it:

101-43    (a) Files with the Secretary of State:

101-44        (1) The list required by section 160 of this act; and

102-1         (2) A certificate of acceptance of appointment signed by its

102-2  resident agent; and

102-3     (b) Pays to the Secretary of State:

102-4         (1) The filing fee and penalty set forth in sections 160 and

102-5  163 of this act for each year or portion thereof that its right to

102-6  transact business was forfeited; and

102-7         (2) A fee of $300 for reinstatement.

102-8     2.  When the Secretary of State reinstates the foreign business

102-9  trust, he shall issue to the foreign business trust a certificate of

102-10  reinstatement if the foreign business trust:

102-11    (a) Requests a certificate of reinstatement; and

102-12    (b) Pays the required fees pursuant to NRS 88A.900.

102-13    3.  The Secretary of State shall not order a reinstatement

102-14  unless all delinquent fees and penalties have been paid and the

102-15  revocation of the right to transact business occurred only by

102-16  reason of failure to pay the fees and penalties.

102-17    4.  If the right of a foreign business trust to transact business

102-18  in this state has been forfeited pursuant to the provisions of this

102-19  chapter and has remained forfeited for a period of 5 consecutive

102-20  years, the right to transact business must not be reinstated.

102-21    Sec. 166.  1.  Except as otherwise provided in subsection 2, if

102-22  a foreign business trust applies to reinstate its certificate of trust

102-23  and its name has been legally reserved or acquired by another

102-24  artificial person formed, organized, registered or qualified

102-25  pursuant to the provisions of this title whose name is on file with

102-26  the Office of the Secretary of State or reserved in the Office of the

102-27  Secretary of State pursuant to the provisions of this title, the

102-28  foreign business trust must submit in writing in its application for

102-29  reinstatement to the Secretary of State some other name under

102-30  which it desires its existence to be reinstated. If that name is

102-31  distinguishable from all other names reserved or otherwise on file,

102-32  the Secretary of State shall reinstate the foreign business trust

102-33  under that new name.

102-34    2.  If the applying foreign business trust submits the written,

102-35  acknowledged consent of the artificial person having a name, or

102-36  the person who has reserved a name, which is not distinguishable

102-37  from the old name of the applying foreign business trust or a new

102-38  name it has submitted, it may be reinstated under that name.

102-39    3.  For the purposes of this section, a proposed name is not

102-40  distinguishable from a name on file or reserved solely because one

102-41  or the other contains distinctive lettering, a distinctive mark, a

102-42  trademark or a trade name, or any combination thereof.

102-43    4.  The Secretary of State may adopt regulations that interpret

102-44  the requirements of this section.

 

103-1     Sec. 167.  NRS 88A.220 is hereby amended to read as follows:

103-2      88A.220  1.  A certificate of trust may be amended by filing

103-3  with the Secretary of State a certificate of amendment signed by at

103-4  least one trustee. The certificate of amendment must set forth:

103-5     (a) The name of the business trust; and

103-6     (b) The amendment to the certificate of trust.

103-7     2.  A certificate of trust may be restated by integrating into a

103-8  single instrument all the provisions of the original certificate, and all

103-9  amendments to the certificate, which are then in effect or are to be

103-10  made by the restatement. The restated certificate of trust must be so

103-11  designated in its heading, must be signed by at least one trustee and

103-12  must set forth:

103-13    (a) The present name of the business trust [and, if the name has

103-14  been changed, the name under which the business trust was

103-15  originally formed;

103-16    (b) The date of filing of the original certificate of trust;

103-17    (c)] ;

103-18    (b) The provisions of the original certificate of trust, and all

103-19  amendments to the certificate, which are then in effect; and

103-20    [(d)] (c) Any further amendments to the certificate of trust.

103-21    3.  A certificate of trust may be amended or restated at any time

103-22  for any purpose determined by the trustees.

103-23    Sec. 168.  NRS 88A.420 is hereby amended to read as follows:

103-24      88A.420  A certificate of trust must be cancelled upon the

103-25  completion or winding up of the business trust and its termination.

103-26  A certificate of cancellation must be signed by a trustee, filed with

103-27  the Secretary of State, and set forth:

103-28    1.  The name of the business trust;

103-29    2.  [The date of filing of its certificate of trust;

103-30    3.]  A future effective date of the certificate of cancellation, if it

103-31  is not to be effective upon filing, which may not be more than 90

103-32  days after the certificate is filed; and

103-33    [4.] 3.  Any other information the trustee determines to include.

103-34    Sec. 169.  NRS 88A.530 is hereby amended to read as follows:

103-35      88A.530  1.  A resident agent who desires to resign shall

103-36  [file] :

103-37    (a) File with the Secretary of State a signed statement [for each

103-38  business trust for which] in the manner provided pursuant to

103-39  subsection 1 of NRS 78.097 that he is unwilling to continue to act

103-40  [.] as the resident agent of the business trust for the service of

103-41  process; and

103-42    (b) Pay to the Secretary of State the filing fee set forth in

103-43  subsection 1 of NRS 78.097.

103-44  A resignation is not effective until the signed statement is [so filed.]

103-45  filed with the Secretary of State.

104-1     2.  The statement of resignation may contain a statement of the

104-2  affected business trust appointing a successor resident agent. A

104-3  certificate of acceptance executed by the new resident agent, stating

104-4  the full name, complete street address and, if different from the

104-5  street address, mailing address of the new resident agent, must

104-6  accompany the statement appointing a successor resident agent.

104-7     3.  Upon the filing of the statement of resignation with the

104-8  Secretary of State, the capacity of the resigning person as resident

104-9  agent terminates. If the statement of resignation contains no

104-10  statement by the business trust appointing a successor resident

104-11  agent, the resigning agent shall immediately give written notice, by

104-12  mail, to the business trust of the filing of the statement of

104-13  resignation and its effect. The notice must be addressed to a trustee

104-14  of the business trust other than the resident agent.

104-15    4.  If its resident agent dies, resigns or removes from the State,

104-16  a business trust, within 30 days thereafter, shall file with the

104-17  Secretary of State a certificate of acceptance executed by a new

104-18  resident agent. The certificate must set forth the full name and

104-19  complete street address of the new resident agent, and may contain a

104-20  mailing address, such as a post office box, different from the street

104-21  address.

104-22    5.  A business trust that fails to file a certificate of acceptance

104-23  executed by its new resident agent within 30 days after the death,

104-24  resignation or removal of its former resident agent shall be deemed

104-25  in default and is subject to the provisions of NRS 88A.630 to

104-26  88A.660, inclusive.

104-27    Sec. 170.  NRS 88A.540 is hereby amended to read as follows:

104-28      88A.540  1.  If a business trust formed pursuant to this chapter

104-29  desires to change its resident agent, the change may be effected by

104-30  filing with the Secretary of State a certificate of change [,] of

104-31  resident agent, signed by at least one trustee of the business trust,

104-32  setting forth:

104-33    (a) The name of the business trust;

104-34    (b) The name and street address of the present resident agent;

104-35  and

104-36    (c) The name and street address of the new resident agent.

104-37    2.  A certificate of acceptance executed by the new resident

104-38  agent must be a part of or attached to the certificate of change [.

104-39    3.  The] of resident agent.

104-40    3.  If the name of a resident agent is changed as a result of a

104-41  merger, conversion, exchange, sale, reorganization or

104-42  amendment, the resident agent shall:

104-43    (a) File with the Secretary of State a certificate of name

104-44  change of resident agent that includes:

105-1         (1) The current name of the resident agent as filed with the

105-2  Secretary of State;

105-3         (2) The new name of the resident agent; and

105-4         (3) The name and file number of each artificial person

105-5  formed, organized, registered or qualified pursuant to the

105-6  provisions of this title that the resident agent represents; and

105-7     (b) Pay to the Secretary of State a filing fee of $100.

105-8     4.  A change authorized by this section becomes effective upon

105-9  the filing of the proper certificate of change.

105-10    Sec. 171.  NRS 88A.600 is hereby amended to read as follows:

105-11      88A.600  1.  A business trust formed pursuant to this chapter

105-12  shall, on or before the [first] last day of the [second] first month

105-13  after the filing of its certificate of trust with the Secretary of State,

105-14  and annually thereafter on or before the last day of the month in

105-15  which the anniversary date of the filing of its certificate of trust with

105-16  the Secretary of State occurs, file with the Secretary of State, on a

105-17  form furnished by him, a list signed by at least one trustee that

105-18  contains the name and mailing address of its lawfully designated

105-19  resident agent and at least one trustee. Each list filed pursuant to this

105-20  subsection must be accompanied by a declaration under penalty of

105-21  perjury that the business trust [has] :

105-22    (a) Has complied with the provisions of chapter 364A of NRS

105-23  [.] ; and

105-24    (b) Acknowledges that pursuant to NRS 239.330, it is a

105-25  category C felony to knowingly offer any false or forged

105-26  instrument for filing in the Office of the Secretary of State.

105-27    2.  Upon filing:

105-28    (a) The initial list required by subsection 1, the business trust

105-29  shall pay to the Secretary of State a fee of [$165.] $125.

105-30    (b) Each annual list required by subsection 1, the business trust

105-31  shall pay to the Secretary of State a fee of [$85.] $125.

105-32    3.  If a trustee of a business trust resigns and the resignation

105-33  is not made in conjunction with the filing of an annual or

105-34  amended list of trustees, the business trust shall pay to the

105-35  Secretary of State a fee of $75 to file the resignation of the trustee.

105-36    4.  The Secretary of State shall, 60 days before the last day for

105-37  filing each annual list required by subsection 1, cause to be mailed

105-38  to each business trust which is required to comply with the

105-39  provisions of NRS 88A.600 to 88A.660, inclusive, and which has

105-40  not become delinquent, the blank forms to be completed and filed

105-41  with him. Failure of a business trust to receive the forms does not

105-42  excuse it from the penalty imposed by law.

105-43    [4.] 5.  An annual list for a business trust not in default which is

105-44  received by the Secretary of State more than [60] 90 days before its

105-45  due date shall be deemed an amended list for the previous year.

106-1     Sec. 172.  NRS 88A.610 is hereby amended to read as follows:

106-2      88A.610  When the fee for filing the annual list has been paid,

106-3  the cancelled check or other proof of payment received by the

106-4  business trust constitutes a certificate authorizing it to transact its

106-5  business within this state until the last day of the month in which the

106-6  anniversary of the filing of its certificate of trust occurs in the next

106-7  succeeding calendar year. [If the business trust desires a formal

106-8  certificate upon its payment of the annual fee, its payment must be

106-9  accompanied by a self-addressed, stamped envelope.]

106-10    Sec. 173.  NRS 88A.620 is hereby amended to read as follows:

106-11      88A.620  1.  Each list required to be filed pursuant to the

106-12  provisions of NRS 88A.600 to 88A.660, inclusive, must, after the

106-13  name of each trustee listed thereon, set forth his [post office box or

106-14  street] address, either residence or business.

106-15    2.  If the addresses are not stated on a list offered for filing, the

106-16  Secretary of State may refuse to file the list, and the business trust

106-17  for which the list has been offered for filing is subject to all the

106-18  provisions of NRS 88A.600 to 88A.660, inclusive, relating to failure

106-19  to file the list when or at the times therein specified, unless a list is

106-20  subsequently submitted for filing which conforms to the provisions

106-21  of those sections.

106-22    Sec. 174.  NRS 88A.630 is hereby amended to read as follows:

106-23      88A.630  1.  Each business trust required to file the list and

106-24  pay the fee prescribed in NRS 88A.600 to 88A.660, inclusive,

106-25  which refuses or neglects to do so within the time provided shall be

106-26  deemed in default.

106-27    2.  For default, there must be added to the amount of the fee a

106-28  penalty of [$50.] $75. The fee and penalty must be collected as

106-29  provided in this chapter.

106-30    Sec. 175.  NRS 88A.640 is hereby amended to read as follows:

106-31      88A.640  1.  The Secretary of State shall notify, by [letter

106-32  addressed] providing written notice to its resident agent, each

106-33  business trust deemed in default pursuant to the provisions of this

106-34  chapter. The written notice [must be accompanied by] :

106-35    (a) Must include a statement indicating the amount of the filing

106-36  fee, penalties incurred and costs remaining unpaid.

106-37    (b) At the request of the resident agent, may be provided

106-38  electronically.

106-39    2.  Immediately after the first day of the first anniversary of the

106-40  month following the month in which the filing was required, the

106-41  certificate of trust of the business trust is revoked and its right to

106-42  transact business is forfeited.

106-43    3.  The Secretary of State shall compile a complete list

106-44  containing the names of all business trusts whose right to [do]

106-45  transact business has been forfeited. [He]

107-1     4.  The Secretary of State shall forthwith notify [each such

107-2  business trust, by letter addressed] , by providing written notice to

107-3  its resident agent, each business trust specified in subsection 3 of

107-4  the revocation of its certificate of trust. The written notice [must be

107-5  accompanied by] :

107-6     (a) Must include a statement indicating the amount of the filing

107-7  fee, penalties incurred and costs remaining unpaid.

107-8     [4.] (b) At the request of the resident agent, may be provided

107-9  electronically.

107-10    5.  If the certificate of trust is revoked and the right to

107-11  transact business is forfeited, all the property and assets of the

107-12  defaulting business trust must be held in trust by its trustees as for

107-13  insolvent business trusts, and the same proceedings may be had with

107-14  respect thereto as are applicable to insolvent business trusts. Any

107-15  person interested may institute proceedings at any time after a

107-16  forfeiture has been declared, but if the Secretary of State reinstates

107-17  the certificate of trust, the proceedings must at once be dismissed.

107-18    Sec. 176.  NRS 88A.650 is hereby amended to read as follows:

107-19      88A.650  1.  Except as otherwise provided in [subsection 3,]

107-20  subsections 3 and 4, the Secretary of State shall reinstate a business

107-21  trust which has forfeited or which forfeits its right to transact

107-22  business pursuant to the provisions of this chapter and shall restore

107-23  to the business trust its right to carry on business in this state, and to

107-24  exercise its privileges and immunities, if it:

107-25    (a) Files with the Secretary of State [the] :

107-26        (1) The list required by NRS 88A.600; and

107-27        (2) A certificate of acceptance of appointment signed by its

107-28  resident agent; and

107-29    (b) Pays to the Secretary of State:

107-30        (1) The filing fee and penalty set forth in NRS 88A.600 and

107-31  88A.630 for each year or portion thereof during which its certificate

107-32  of trust was revoked; and

107-33        (2) A fee of [$200] $300 for reinstatement.

107-34    2.  When the Secretary of State reinstates the business trust, he

107-35  shall[:

107-36    (a) Immediately issue and deliver to the business trust a

107-37  certificate of reinstatement authorizing it to transact business as if

107-38  the filing fee had been paid when due; and

107-39    (b) Upon demand,] issue to the business trust [one or more

107-40  certified copies of the] a certificate of reinstatement[.] if the

107-41  business trust:

107-42    (a) Requests a certificate of reinstatement; and

107-43    (b) Pays the required fees pursuant to NRS 88A.900.

107-44    3.  The Secretary of State shall not order a reinstatement unless

107-45  all delinquent fees and penalties have been paid, and the revocation

108-1  of the certificate of trust occurred only by reason of the failure to

108-2  file the list or pay the fees and penalties.

108-3     4.  If a certificate of business trust has been revoked pursuant

108-4  to the provisions of this chapter and has remained revoked for a

108-5  period of 5 consecutive years, the certificate must not be

108-6  reinstated.

108-7     Sec. 177.  NRS 88A.660 is hereby amended to read as follows:

108-8      88A.660  1.  Except as otherwise provided in subsection 2, if a

108-9  certificate of trust is revoked pursuant to the provisions of this

108-10  chapter and the name of the business trust has been legally reserved

108-11  or acquired by another artificial person formed, organized,

108-12  registered or qualified pursuant to the provisions of this title whose

108-13  name is on file with the Office of the Secretary of State or reserved

108-14  in the Office of the Secretary of State pursuant to the provisions of

108-15  this title, the business trust shall submit in writing to the Secretary

108-16  of State some other name under which it desires to be reinstated. If

108-17  that name is distinguishable from all other names reserved or

108-18  otherwise on file, the Secretary of State shall [issue to] reinstate the

108-19  business trust [a certificate of reinstatement] under that new name.

108-20    2.  If the defaulting business trust submits the written,

108-21  acknowledged consent of the artificial person using a name, or the

108-22  person who has reserved a name, which is not distinguishable from

108-23  the old name of the business trust or a new name it has submitted, it

108-24  may be reinstated under that name.

108-25    Sec. 178.  NRS 88A.710 is hereby amended to read as follows:

108-26      88A.710  Before transacting business in this state, a foreign

108-27  business trust shall register with the Secretary of State. In order to

108-28  register, a foreign business trust shall submit to the Secretary of

108-29  State an application for registration as a foreign business trust,

108-30  signed by a trustee, and a signed certificate of acceptance of a

108-31  resident agent. The application for registration must set forth:

108-32    1.  The name of the foreign business trust and, if different, the

108-33  name under which it proposes to register and transact business in

108-34  this state;

108-35    2.  The state and date of its formation;

108-36    3.  The name and address of the resident agent whom the

108-37  foreign business trust elects to appoint;

108-38    4.  The address of the office required to be maintained in the

108-39  state of its organization by the laws of that state or, if not so

108-40  required, of the principal office of the foreign business trust; and

108-41    5.  The name and [business] address , either residence or

108-42  business, of one trustee.

 

 

 

109-1     Sec. 179.  NRS 88A.740 is hereby amended to read as follows:

109-2      88A.740  A foreign business trust may cancel its registration by

109-3  filing with the Secretary of State a certificate of cancellation signed

109-4  by a trustee. The certificate must set forth:

109-5     1.  The name of the foreign business trust;

109-6     2.  [The date upon which its certificate of registration was filed;

109-7     3.]  The effective date of the cancellation if other than the date

109-8  of the filing of the certificate of cancellation; and

109-9     [4.] 3.  Any other information deemed necessary by the

109-10  trustee.

109-11  A cancellation does not terminate the authority of the Secretary of

109-12  State to accept service of process on the foreign business trust with

109-13  respect to causes of action arising out of the transaction of business

109-14  in this state.

109-15    Sec. 180.  NRS 88A.900 is hereby amended to read as follows:

109-16      88A.900  The Secretary of State shall charge and collect the

109-17  following fees for:

109-18    1.  Filing an original certificate of trust, or for registering a

109-19  foreign business trust, [$175.] $75.

109-20    2.  Filing an amendment or restatement, or a combination

109-21  thereof, to a certificate of trust, [$150.] $175.

109-22    3.  Filing a certificate of cancellation, [$175.] $75.

109-23    4.  Certifying a copy of a certificate of trust or an amendment or

109-24  restatement, or a combination thereof, [$20] $30 per certification.

109-25    5.  Certifying an authorized printed copy of this chapter, [$20.]

109-26  $30.

109-27    6.  Reserving a name for a business trust, [$20.] $25.

109-28    7.  Executing a certificate of existence of a business trust which

109-29  does not list the previous documents relating to it, or a certificate of

109-30  change in the name of a business trust, [$40.] $50.

109-31    8.  Executing a certificate of existence of a business trust which

109-32  lists the previous documents relating to it, [$40.

109-33    9.  Filing a statement of change of address of the registered

109-34  office for each business trust, $30.

109-35    10.] $50.

109-36    9.  Filing a statement of change of the [registered agent, $30.

109-37    11.] resident agent, $60.

109-38    10.  Executing, certifying or filing any certificate or document

109-39  not otherwise provided for in this section, [$40.

109-40    12.] $50.

109-41    11.  Examining and provisionally approving a document before

109-42  the document is presented for filing, [$100.

109-43    13.] $125.

109-44    12.  Copying a document on file with him, for each page, [$1.]

109-45  $2.

110-1     Sec. 181.  NRS 88A.930 is hereby amended to read as follows:

110-2      88A.930  1.  A business trust may correct a document filed by

110-3  the Secretary of State with respect to the business trust if the

110-4  document contains an inaccurate record of a trust action described in

110-5  the document or was defectively executed, attested, sealed, verified

110-6  or acknowledged.

110-7     2.  To correct a document, the business trust must:

110-8     (a) Prepare a certificate of correction that:

110-9         (1) States the name of the business trust;

110-10        (2) Describes the document, including, without limitation, its

110-11  filing date;

110-12        (3) Specifies the inaccuracy or defect;

110-13        (4) Sets forth the inaccurate or defective portion of the

110-14  document in an accurate or corrected form; and

110-15        (5) Is signed by a trustee of the business trust.

110-16    (b) Deliver the certificate to the Secretary of State for filing.

110-17    (c) Pay a filing fee of [$150] $175 to the Secretary of State.

110-18    3.  A certificate of correction is effective on the effective date

110-19  of the document it corrects except as to persons relying on the

110-20  uncorrected document and adversely affected by the correction. As

110-21  to those persons, the certificate is effective when filed.

110-22    Sec. 182.  Chapter 89 of NRS is hereby amended by adding

110-23  thereto a new section to read as follows:

110-24    1.  Each document filed with the Secretary of State pursuant

110-25  to this chapter must be on or accompanied by a form prescribed by

110-26  the Secretary of State.

110-27    2.  The Secretary of State may refuse to file a document which

110-28  does not comply with subsection 1 or which does not contain all of

110-29  the information required by statute for filing the document.

110-30    3.  If the provisions of the form prescribed by the Secretary of

110-31  State conflict with the provisions of any document that is

110-32  submitted for filing with the form:

110-33    (a) The provisions of the form control for all purposes with

110-34  respect to the information that is required by statute to appear in

110-35  the document in order for the document to be filed; and

110-36    (b) Unless otherwise provided in the document, the provisions

110-37  of the document control in every other situation.

110-38    4.  The Secretary of State may by regulation provide for the

110-39  electronic filing of documents with the Office of the Secretary of

110-40  State.

110-41    Sec. 183.  NRS 89.040 is hereby amended to read as follows:

110-42      89.040  1.  One or more persons may organize a professional

110-43  corporation in the manner provided for organizing a private

110-44  corporation pursuant to chapter 78 of NRS. Each person organizing

110-45  the corporation must, except as otherwise provided in subsection 2

111-1  of NRS 89.050, be authorized to perform the professional service

111-2  for which the corporation is organized. The articles of incorporation

111-3  must contain the following additional information:

111-4     (a) The profession to be practiced by means of the professional

111-5  corporation.

111-6     (b) The names and [post office boxes or street] addresses, either

111-7  residence or business, of the original stockholders and directors of

111-8  the professional corporation.

111-9     (c) Except as otherwise provided in paragraph (d) of this

111-10  subsection, a certificate from the regulating board of the profession

111-11  to be practiced showing that each of the directors, and each of the

111-12  stockholders who is a natural person, is licensed to practice the

111-13  profession.

111-14    (d) For a professional corporation organized pursuant to this

111-15  chapter and practicing pursuant to the provisions of NRS 623.349, a

111-16  certificate from the regulating board or boards of the profession or

111-17  professions to be practiced showing that control and two-thirds

111-18  ownership of the corporation is held by persons registered or

111-19  licensed pursuant to the applicable provisions of chapter 623, 623A

111-20  or 625 of NRS. As used in this paragraph, “control” has the meaning

111-21  ascribed to it in NRS 623.349.

111-22    2.  The corporate name of a professional corporation must

111-23  contain the words “Professional Corporation” or the abbreviation

111-24  “Prof. Corp.,” “P.C.” or “PC,” or the word “Chartered” or the

111-25  abbreviation “Chtd.,” or “Limited” or the abbreviation “Ltd.” The

111-26  corporate name must contain the last name of one or more of its

111-27  stockholders. The corporation may render professional services and

111-28  exercise its authorized powers under a fictitious name if the

111-29  corporation has first registered the name in the manner required by

111-30  chapter 602 of NRS.

111-31    Sec. 184.  NRS 89.210 is hereby amended to read as follows:

111-32      89.210  1.  Within 30 days after the organization of a

111-33  professional association under this chapter, the association shall file

111-34  with the Secretary of State a copy of the articles of association, duly

111-35  executed, and shall pay at that time a filing fee of [$175. Any such

111-36  association formed as a common-law association before July 1,

111-37  1969, shall file, within 30 days after July 1, 1969, a certified copy of

111-38  its articles of association, with any amendments thereto, with the

111-39  Secretary of State, and shall pay at that time a filing fee of $25.]

111-40  $75. A copy of any amendments to the articles of association

111-41  [adopted after July 1, 1969,] must also be filed with the Secretary of

111-42  State within 30 days after the adoption of such amendments. Each

111-43  copy of amendments so filed must be certified as true and correct

111-44  and be accompanied by a filing fee of [$150.] $175.

112-1     2.  The name of such a professional association must contain

112-2  the words “Professional Association,” “Professional Organization”

112-3  or the abbreviations “Prof. Ass’n” or “Prof. Org.” The association

112-4  may render professional services and exercise its authorized powers

112-5  under a fictitious name if the association has first registered the

112-6  name in the manner required under chapter 602 of NRS.

112-7     Sec. 185.  NRS 89.250 is hereby amended to read as follows:

112-8      89.250  1.  Except as otherwise provided in subsection 2, a

112-9  professional association shall, on or before the [first] last day of the

112-10  [second] first month after the filing of its articles of association with

112-11  the Secretary of State, and annually thereafter on or before the last

112-12  day of the month in which the anniversary date of its organization

112-13  occurs in each year, furnish a statement to the Secretary of State

112-14  showing the names and [residence] addresses , either residence or

112-15  business, of all members and employees in the professional

112-16  association and certifying that all members and employees are

112-17  licensed to render professional service in this state.

112-18    2.  A professional association organized and practicing pursuant

112-19  to the provisions of this chapter and NRS 623.349 shall, on or

112-20  before the [first] last day of the [second] first month after the filing

112-21  of its articles of association with the Secretary of State, and annually

112-22  thereafter on or before the last day of the month in which the

112-23  anniversary date of its organization occurs in each year, furnish a

112-24  statement to the Secretary of State:

112-25    (a) Showing the names and [residence] addresses , either

112-26  residence or business, of all members and employees of the

112-27  professional association who are licensed or otherwise authorized

112-28  by law to render professional service in this state;

112-29    (b) Certifying that all members and employees who render

112-30  professional service are licensed or otherwise authorized by law to

112-31  render professional service in this state; and

112-32    (c) Certifying that all members who are not licensed to render

112-33  professional service in this state do not render professional service

112-34  on behalf of the professional association except as authorized by

112-35  law.

112-36    3.  Each statement filed pursuant to this section must be:

112-37    (a) Made on a form prescribed by the Secretary of State and

112-38  must not contain any fiscal or other information except that

112-39  expressly called for by this section.

112-40    (b) Signed by the chief executive officer of the professional

112-41  association.

112-42    (c) Accompanied by a declaration under penalty of perjury that

112-43  the professional association [has] :

112-44        (1) Has complied with the provisions of chapter 364A of

112-45  NRS [.] ; and

113-1         (2) Acknowledges that pursuant to NRS 239.330, it is a

113-2  category C felony to knowingly offer any false or forged

113-3  instrument for filing in the Office of the Secretary of State.

113-4     4.  Upon filing:

113-5     (a) The initial statement required by this section, the

113-6  professional association shall pay to the Secretary of State a fee of

113-7  [$165.] $125.

113-8     (b) Each annual statement required by this section, the

113-9  professional association shall pay to the Secretary of State a fee of

113-10  [$85.] $125.

113-11    5.  As used in this section, “signed” means to have executed or

113-12  adopted a name, word or mark, including, without limitation, an

113-13  electronic signature as defined in NRS 719.100, with the present

113-14  intention to authenticate a document.

113-15    Sec. 186.  NRS 89.252 is hereby amended to read as follows:

113-16      89.252  1.  Each professional association that is required to

113-17  make a filing and pay the fee prescribed in NRS 89.250 but refuses

113-18  to do so within the time provided is in default.

113-19    2.  For default, there must be added to the amount of the fee a

113-20  penalty of [$50.] $75. The fee and penalty must be collected as

113-21  provided in this chapter.

113-22    Sec. 187.  NRS 89.254 is hereby amended to read as follows:

113-23      89.254  1.  The Secretary of State shall [notify by letter]

113-24  provide written notice to each professional association which is in

113-25  default pursuant to the provisions of NRS 89.252. The written

113-26  notice [must be accompanied by] :

113-27    (a) Must include a statement indicating the amount of the filing

113-28  fee, penalties incurred and costs remaining unpaid.

113-29    (b) At the request of the professional association, may be

113-30  provided electronically.

113-31    2.  On the first day of the [ninth] first anniversary of the month

113-32  following the month in which the filing was required, the articles of

113-33  association of the professional association is revoked and its right to

113-34  transact business is forfeited.

113-35    3.  The Secretary of State shall compile a complete list

113-36  containing the names of all professional associations whose right to

113-37  [do] transact business has been forfeited.

113-38    4.  The Secretary of State shall forthwith notify each [such]

113-39  professional association specified in subsection 3 by [letter]

113-40  providing written notice of the forfeiture of its right to transact

113-41  business. The written notice [must be accompanied by] :

113-42    (a) Must include a statement indicating the amount of the filing

113-43  fee, penalties incurred and costs remaining unpaid.

113-44    [4.] (b) At the request of the professional association, may be

113-45  provided electronically.

114-1     5.  If the articles of association of a professional association are

114-2  revoked and the right to transact business is forfeited, all the

114-3  property and assets of the defaulting professional association must

114-4  be held in trust by its members, as for insolvent corporations, and

114-5  the same proceedings may be had with respect to its property and

114-6  assets as apply to insolvent corporations. Any interested person may

114-7  institute proceedings at any time after a forfeiture has been declared,

114-8  but if the Secretary of State reinstates the articles of association the

114-9  proceedings must be dismissed and all property restored to the

114-10  members of the professional association.

114-11    [5.] 6.  If the assets of the professional association are

114-12  distributed, they must be applied to:

114-13    (a) The payment of the filing fee, penalties and costs due to the

114-14  State; and

114-15    (b) The payment of the creditors of the professional

114-16  association.

114-17  Any balance remaining must be distributed as set forth in the articles

114-18  of association or, if no such provisions exist, among the members of

114-19  the professional association.

114-20    Sec. 188.  NRS 89.256 is hereby amended to read as follows:

114-21      89.256  1.  Except as otherwise provided in subsections 3 and

114-22  4, the Secretary of State shall reinstate any professional association

114-23  which has forfeited its right to transact business under the provisions

114-24  of this chapter and restore the right to carry on business in this state

114-25  and exercise its privileges and immunities if it:

114-26    (a) Files with the Secretary of State [the] :

114-27        (1) The statement and certification required by NRS 89.250;

114-28  and

114-29        (2) A certificate of acceptance of appointment signed by its

114-30  resident agent; and

114-31    (b) Pays to the Secretary of State:

114-32        (1) The filing fee and penalty set forth in NRS 89.250 and

114-33  89.252 for each year or portion thereof during which the articles of

114-34  association have been revoked; and

114-35        (2) A fee of [$200] $300 for reinstatement.

114-36    2.  When the Secretary of State reinstates the professional

114-37  association , [to its former rights,] he shall[:

114-38    (a) Immediately issue and deliver to the association a certificate

114-39  of reinstatement authorizing it to transact business, as if the fees had

114-40  been paid when due; and

114-41    (b) Upon demand,] issue to the professional association a

114-42  [certified copy of the] certificate of reinstatement [.] if the

114-43  professional association:

114-44    (a) Requests a certificate of reinstatement; and

115-1     (b) Pays the required fees pursuant to subsection 8 of

115-2  NRS 78.785.

115-3     3.  The Secretary of State shall not order a reinstatement unless

115-4  all delinquent fees and penalties have been paid, and the revocation

115-5  of the [association’s] articles of association occurred only by reason

115-6  of [its] the failure to pay the fees and penalties.

115-7     4.  If the articles of association of a professional association

115-8  have been revoked pursuant to the provisions of this chapter and

115-9  have remained revoked for 10 consecutive years, the articles must

115-10  not be reinstated.

115-11    Sec. 189.  NRS 90.360 is hereby amended to read as follows:

115-12      90.360  1.  An applicant for licensing shall pay a

115-13  nonrefundable licensing fee, due annually in the following amounts:

115-14    (a) Broker-dealer, [$150.] $300.

115-15    (b) Sales representative, [$55.] $110.

115-16    (c) Investment adviser, [$150.] $300.

115-17    (d) Representative of an investment adviser, [$55.] $110.

115-18    2.  The Administrator by regulation may require licensing of

115-19  branch offices and impose a fee for the licensing and an annual fee.

115-20    3.  For the purpose of this section, a “branch office” means any

115-21  place of business in this state other than the principal office in the

115-22  state of the broker-dealer, from which one or more sales

115-23  representatives transact business.

115-24    Sec. 190.  NRS 90.380 is hereby amended to read as follows:

115-25      90.380  1.  Unless a proceeding under NRS 90.420 has been

115-26  instituted, the license of any broker-dealer, sales representative,

115-27  investment adviser or representative of an investment adviser

115-28  becomes effective 30 days after an application for licensing has

115-29  been filed and is complete, including any amendment, if all

115-30  requirements imposed pursuant to NRS 90.370 and 90.375 have

115-31  been satisfied. An application or amendment is complete when the

115-32  applicant has furnished information responsive to each applicable

115-33  item of the application. The Administrator may authorize an earlier

115-34  effective date of licensing.

115-35    2.  The license of a broker-dealer, sales representative,

115-36  investment adviser or representative of an investment adviser is

115-37  effective until terminated by revocation, suspension, expiration or

115-38  withdrawal.

115-39    3.  The license of a sales representative is only effective with

115-40  respect to transactions effected on behalf of the broker-dealer or

115-41  issuer for whom the sales representative is licensed.

115-42    4.  A person shall not at any one time act as a sales

115-43  representative for more than one broker-dealer or for more than one

115-44  issuer, unless the Administrator by regulation or order authorizes

115-45  multiple licenses.

116-1     5.  If a person licensed as a sales representative terminates

116-2  association with a broker-dealer or issuer or ceases to be a sales

116-3  representative, the sales representative and the broker-dealer or

116-4  issuer on whose behalf the sales representative was acting shall

116-5  promptly notify the Administrator.

116-6     6.  The Administrator by regulation may authorize one or more

116-7  special classifications of licenses as a broker-dealer, sales

116-8  representative, investment adviser or representative of an investment

116-9  adviser to be issued to applicants subject to limitations and

116-10  conditions on the nature of the activities that may be conducted by

116-11  persons so licensed.

116-12    7.  The license of a broker-dealer, sales representative,

116-13  investment adviser or representative of an investment adviser

116-14  expires if:

116-15    (a) The statement required pursuant to NRS 90.375 is not

116-16  submitted when it is due; or

116-17    (b) The annual fee required by NRS 90.360 is not paid when it is

116-18  due.

116-19    8.  A license that has expired may be reinstated retroactively if

116-20  the licensed person:

116-21    (a) Submits the statement required pursuant to NRS 90.375; and

116-22    (b) Pays the fee required by NRS 90.360, plus a fee for

116-23  reinstatement in the amount of [$25,] $50,

116-24  within 30 days after the date of expiration. If the license is not

116-25  reinstated within that time, it shall be deemed to have lapsed as of

116-26  the date of expiration, and the licensed person must thereafter

116-27  submit a new application for licensing if he desires to be relicensed.

116-28    Sec. 191.  NRS 90.456 is hereby amended to read as follows:

116-29      90.456  1.  The Administrator may charge a fee not to exceed

116-30  [.25] 0.5 percent of the total value of each transaction involving the

116-31  purchase, sale or other transfer of a security conducted by a

116-32  securities exchange located in this state.

116-33    2.  The Administrator may adopt by regulation or order, and

116-34  shall cause to be published, a table of fees based upon the direct cost

116-35  of regulating the securities exchange.

116-36    Sec. 192.  NRS 90.500 is hereby amended to read as follows:

116-37      90.500  1.  A registration statement may be filed by the issuer,

116-38  any other person on whose behalf the offering is to be made, or a

116-39  broker-dealer licensed under this chapter.

116-40    2.  Except as otherwise provided in subsection 3, a person filing

116-41  a registration statement shall pay a filing fee of [one-tenth of 1] 0.2

116-42  percent of the maximum aggregate offering price at which the

116-43  registered securities are to be offered in this state, but not less than

116-44  [$350] $700 or more than [$2,500.] $5,000. If a registration

116-45  statement is withdrawn before the effective date or a pre-effective

117-1  order is entered under NRS 90.510, the Administrator shall retain

117-2  the fee.

117-3     3.  An open-end management company, a face amount

117-4  certificate company or a unit investment trust, as defined in the

117-5  Investment Company Act of 1940, may register an indefinite

117-6  amount of securities under a registration statement. The registrant

117-7  shall pay:

117-8     (a) A fee of [$500] $1,000 at the time of filing; and

117-9     (b) Within 60 days after the registrant’s fiscal year during which

117-10  its statement is effective, a fee of [$2,000,] $4,000, or file a report

117-11  on a form the Administrator adopts, specifying its sale of securities

117-12  to persons in this state during the fiscal year and pay a fee of [one-

117-13  tenth of 1] 0.2 percent of the aggregate sales price of the securities

117-14  sold to persons in this state, but the latter fee must not be less than

117-15  [$350] $700 or more than [$2,500.] $5,000.

117-16    4.  Except as otherwise permitted by subsection 3, a statement

117-17  must specify:

117-18    (a) The amount of securities to be offered in this state and the

117-19  states in which a statement or similar document in connection with

117-20  the offering has been or is to be filed; and

117-21    (b) Any adverse order, judgment or decree entered by a

117-22  securities agency or administrator in any state or by a court or the

117-23  Securities and Exchange Commission in connection with the

117-24  offering.

117-25    5.  A document filed under this chapter as now or previously in

117-26  effect, within 5 years before the filing of a registration statement,

117-27  may be incorporated by reference in the registration statement if the

117-28  document is currently accurate.

117-29    6.  The Administrator by regulation or order may permit the

117-30  omission of an item of information or document from a statement.

117-31    7.  In the case of a nonissuer offering, the Administrator may

117-32  not require information under subsection 13 or NRS 90.510 [or

117-33  subsection 13 of this section] unless it is known to the person filing

117-34  the registration statement or to the person on whose behalf the

117-35  offering is to be made, or can be furnished by one of them without

117-36  unreasonable effort or expense.

117-37    8.  In the case of a registration under NRS 90.480 or 90.490 by

117-38  an issuer who has no public market for its shares and no significant

117-39  earnings from continuing operations during the last 5 years or any

117-40  shorter period of its existence, the Administrator by regulation or

117-41  order may require as a condition of registration that the following

117-42  securities be deposited in escrow for not more than 3 years:

117-43    (a) A security issued to a promoter within the 3 years

117-44  immediately before the offering or to be issued to a promoter for a

117-45  consideration substantially less than the offering price; and

118-1     (b) A security issued to a promoter for a consideration other

118-2  than cash, unless the registrant demonstrates that the value of the

118-3  noncash consideration received in exchange for the security is

118-4  substantially equal to the offering price for the security.

118-5  The Administrator by regulation may determine the conditions of an

118-6  escrow required under this subsection, but the Administrator may

118-7  not reject a depository solely because of location in another state.

118-8     9.  The Administrator by regulation may require as a condition

118-9  of registration under NRS 90.480 or 90.490 that the proceeds from

118-10  the sale of the registered security in this state must be impounded

118-11  until the issuer receives a specified amount from the sale of the

118-12  security. The Administrator by regulation or order may determine

118-13  the conditions of an impounding arrangement required under this

118-14  subsection, but the Administrator may not reject a depository solely

118-15  because of its location in another state.

118-16    10.  If a security is registered pursuant to NRS 90.470 or

118-17  90.480, the prospectus filed under the Securities Act of 1933 must

118-18  be delivered to each purchaser in accordance with the requirements

118-19  of that act for the delivery of a prospectus.

118-20    11.  If a security is registered pursuant to NRS 90.490, an

118-21  offering document containing information the Administrator by

118-22  regulation or order designates must be delivered to each purchaser

118-23  with or before the earliest of:

118-24    (a) The first written offer made to the purchaser by or for the

118-25  account of the issuer or another person on whose behalf the offering

118-26  is being made or by an underwriter or broker-dealer who is offering

118-27  part of an unsold allotment or subscription taken by it as a

118-28  participant in the distribution;

118-29    (b) Confirmation of a sale made by or for the account of a

118-30  person named in paragraph (a);

118-31    (c) Payment pursuant to a sale; or

118-32    (d) Delivery pursuant to a sale.

118-33    12.  Except for a registration statement under which an

118-34  indefinite amount of securities are registered as provided in

118-35  subsection 3, a statement remains effective for 1 year after its

118-36  effective date unless the Administrator by regulation extends the

118-37  period of effectiveness. A registration statement under which an

118-38  indefinite amount of securities are registered remains effective until

118-39  60 days after the beginning of the registrant’s next fiscal year

118-40  following the date the statement was filed. All outstanding securities

118-41  of the same class as a registered security are considered to be

118-42  registered for the purpose of a nonissuer transaction while the

118-43  registration statement is effective, unless the Administrator by

118-44  regulation or order provides otherwise. A registration statement may

118-45  not be withdrawn after its effective date if any of the securities

119-1  registered have been sold in this state, unless the Administrator by

119-2  regulation or order provides otherwise. No registration statement is

119-3  effective while an order is in effect under subsection 1 of

119-4  NRS 90.510.

119-5     13.  During the period that an offering is being made pursuant

119-6  to an effective registration statement, the Administrator by

119-7  regulation or order may require the person who filed the registration

119-8  statement to file reports, not more often than quarterly, to keep

119-9  reasonably current the information contained in the registration

119-10  statement and to disclose the progress of the offering.

119-11    14.  A registration statement filed under NRS 90.470 or 90.480

119-12  may be amended after its effective date to increase the securities

119-13  specified to be offered and sold. The amendment becomes effective

119-14  upon filing of the amendment and payment of an additional filing

119-15  fee of 3 times the fee otherwise payable, calculated in the manner

119-16  specified in subsection 2, with respect to the additional securities to

119-17  be offered and sold. The effectiveness of the amendment relates

119-18  back to the date or dates of sale of the additional securities being

119-19  registered.

119-20    15.  A registration statement filed under NRS 90.490 may be

119-21  amended after its effective date to increase the securities specified to

119-22  be offered and sold, if the public offering price and underwriters’

119-23  discounts and commissions are not changed from the respective

119-24  amounts which the Administrator was informed. The amendment

119-25  becomes effective when the Administrator so orders and relates

119-26  back to the date of sale of the additional securities being registered.

119-27  A person filing an amendment shall pay an additional filing fee of 3

119-28  times the fee otherwise payable, calculated in the manner specified

119-29  in subsection 2, with respect to the additional securities to be offered

119-30  and sold.

119-31    Sec. 193.  NRS 90.520 is hereby amended to read as follows:

119-32      90.520  1.  As used in this section:

119-33    (a) “Guaranteed” means guaranteed as to payment of all or

119-34  substantially all of principal and interest or dividends.

119-35    (b) “Insured” means insured as to payment of all or substantially

119-36  all of principal and interest or dividends.

119-37    2.  Except as otherwise provided in subsections 4 and 5, the

119-38  following securities are exempt from NRS 90.460 and 90.560:

119-39    (a) A security, including a revenue obligation, issued, insured or

119-40  guaranteed by the United States, an agency or corporate or other

119-41  instrumentality of the United States, an international agency or

119-42  corporate or other instrumentality of which the United States and

119-43  one or more foreign governments are members, a state, a political

119-44  subdivision of a state, or an agency or corporate or other

119-45  instrumentality of one or more states or their political subdivisions,

120-1  or a certificate of deposit for any of the foregoing, but this

120-2  exemption does not include a security payable solely from revenues

120-3  to be received from an enterprise unless the:

120-4         (1) Payments are insured or guaranteed by the United States,

120-5  an agency or corporate or other instrumentality of the United States,

120-6  an international agency or corporate or other instrumentality of

120-7  which the United States and one or more foreign governments are

120-8  members, a state, a political subdivision of a state, or an agency or

120-9  corporate or other instrumentality of one or more states or their

120-10  political subdivisions, or by a person whose securities are exempt

120-11  from registration pursuant to paragraphs (b) to (e), inclusive, or (g),

120-12  or the revenues from which the payments are to be made are a direct

120-13  obligation of such a person;

120-14        (2) Security is issued by this state or an agency,

120-15  instrumentality or political subdivision of this state; or

120-16        (3) Payments are insured or guaranteed by a person who,

120-17  within the 12 months next preceding the date on which the securities

120-18  are issued, has received a rating within one of the top four rating

120-19  categories of either Moody’s Investors Service, Inc., or Standard

120-20  and Poor’s Ratings Services.

120-21    (b) A security issued, insured or guaranteed by Canada, a

120-22  Canadian province or territory, a political subdivision of Canada or

120-23  of a Canadian province or territory, an agency or corporate or other

120-24  instrumentality of one or more of the foregoing, or any other foreign

120-25  government or governmental combination or entity with which the

120-26  United States maintains diplomatic relations, if the security is

120-27  recognized as a valid obligation by the issuer, insurer or guarantor.

120-28    (c) A security issued by and representing an interest in or a

120-29  direct obligation of a depository institution if the deposit or share

120-30  accounts of the depository institution are insured by the Federal

120-31  Deposit Insurance Corporation, the National Credit Union Share

120-32  Insurance Fund or a successor to an applicable agency authorized by

120-33  federal law.

120-34    (d) A security issued by and representing an interest in or a

120-35  direct obligation of, or insured or guaranteed by, an insurance

120-36  company organized under the laws of any state and authorized to do

120-37  business in this state.

120-38    (e) A security issued or guaranteed by a railroad, other common

120-39  carrier, public utility or holding company that is:

120-40        (1) Subject to the jurisdiction of the Surface Transportation

120-41  Board;

120-42        (2) A registered holding company under the Public Utility

120-43  Holding Company Act of 1935 or a subsidiary of a registered

120-44  holding company within the meaning of that act;

121-1         (3) Regulated in respect to its rates and charges by a

121-2  governmental authority of the United States or a state; or

121-3         (4) Regulated in respect to the issuance or guarantee of the

121-4  security by a governmental authority of the United States, a state,

121-5  Canada, or a Canadian province or territory.

121-6     (f) Equipment trust certificates in respect to equipment leased or

121-7  conditionally sold to a person, if securities issued by the person

121-8  would be exempt pursuant to this section.

121-9     (g) A security listed or approved for listing upon notice of

121-10  issuance on the New York Stock Exchange, the American Stock

121-11  Exchange, the [Midwest] Chicago Stock Exchange, the Pacific

121-12  Stock Exchange or other exchange designated by the Administrator,

121-13  any other security of the same issuer which is of senior or

121-14  substantially equal rank, a security called for by subscription right

121-15  or warrant so listed or approved, or a warrant or right to purchase or

121-16  subscribe to any of the foregoing.

121-17    (h) A security designated or approved for designation upon

121-18  issuance or notice of issuance for inclusion in the national market

121-19  system by the National Association of Securities Dealers, Inc., any

121-20  other security of the same issuer which is of senior or substantially

121-21  equal rank, a security called for by subscription right or warrant so

121-22  designated, or a warrant or a right to purchase or subscribe to any of

121-23  the foregoing.

121-24    (i) An option issued by a clearing agency registered under the

121-25  Securities Exchange Act of 1934, other than an off-exchange futures

121-26  contract or substantially similar arrangement, if the security,

121-27  currency, commodity[,] or other interest underlying the option is:

121-28        (1) Registered under NRS 90.470, 90.480 or 90.490;

121-29        (2) Exempt pursuant to this section; or

121-30        (3) Not otherwise required to be registered under this

121-31  chapter.

121-32    (j) A security issued by a person organized and operated not for

121-33  private profit but exclusively for a religious, educational,

121-34  benevolent, charitable, fraternal, social, athletic or reformatory

121-35  purpose, or as a chamber of commerce , or trade or professional

121-36  association if at least 10 days before the sale of the security the

121-37  issuer has filed with the Administrator a notice setting forth the

121-38  material terms of the proposed sale and copies of any sales and

121-39  advertising literature to be used and the Administrator by order does

121-40  not disallow the exemption within the next 5 full business days.

121-41    (k) A promissory note, draft, bill of exchange or banker’s

121-42  acceptance that evidences an obligation to pay cash within 9 months

121-43  after the date of issuance, exclusive of days of grace, is issued in

121-44  denominations of at least $50,000 and receives a rating in one of the

121-45  three highest rating categories from a nationally recognized

122-1  statistical rating organization, or a renewal of such an obligation that

122-2  is likewise limited, or a guarantee of such an obligation or of a

122-3  renewal.

122-4     (l) A security issued in connection with an employees’ stock

122-5  purchase, savings, option, profit-sharing, pension or similar

122-6  employees’ benefit plan.

122-7     (m) A membership or equity interest in, or a retention certificate

122-8  or like security given in lieu of a cash patronage dividend issued by,

122-9  a cooperative organized and operated as a nonprofit membership

122-10  cooperative under the cooperative laws of any state if not traded to

122-11  the general public.

122-12    (n) A security issued by an issuer registered as an open-end

122-13  management investment company or unit investment trust under

122-14  section 8 of the Investment Company Act of 1940 if:

122-15        (1) The issuer is advised by an investment adviser that is a

122-16  depository institution exempt from registration under the Investment

122-17  Advisers Act of 1940 or that is currently registered as an investment

122-18  adviser, and has been registered, or is affiliated with an adviser that

122-19  has been registered, as an investment adviser under the Investment

122-20  Advisers Act of 1940 for at least 3 years next preceding an offer or

122-21  sale of a security claimed to be exempt pursuant to this paragraph,

122-22  and the issuer has acted, or is affiliated with an investment adviser

122-23  that has acted, as investment adviser to one or more registered

122-24  investment companies or unit investment trusts for at least 3 years

122-25  next preceding an offer or sale of a security claimed to be exempt

122-26  under this paragraph; or

122-27        (2) The issuer has a sponsor that has at all times throughout

122-28  the 3 years before an offer or sale of a security claimed to be exempt

122-29  pursuant to this paragraph sponsored one or more registered

122-30  investment companies or unit investment trusts the aggregate total

122-31  assets of which have exceeded $100,000,000.

122-32    3.  For the purpose of paragraph (n) of subsection 2, an

122-33  investment adviser is affiliated with another investment adviser if it

122-34  controls, is controlled by, or is under common control with the other

122-35  investment adviser.

122-36    4.  The exemption provided by paragraph (n) of subsection 2 is

122-37  available only if the person claiming the exemption files with the

122-38  Administrator a notice of intention to sell which sets forth the name

122-39  and address of the issuer and the securities to be offered in this state

122-40  and pays a fee [of:

122-41    (a) Two hundred and fifty dollars] :

122-42    (a) Of $500 for the initial claim of exemption and the same

122-43  amount at the beginning of each fiscal year thereafter in which

122-44  securities are to be offered in this state, in the case of an open-end

122-45  management company; or

123-1     (b) [One hundred and fifty dollars] Of $300 for the initial claim

123-2  of exemption in the case of a unit investment trust.

123-3     5.  An exemption provided by paragraph (c), (e), (f), (i) or (k)

123-4  of subsection 2 is available only if, within the 12 months

123-5  immediately preceding the use of the exemption, a notice of claim

123-6  of exemption has been filed with the Administrator and a

123-7  nonrefundable fee of [$150] $300 has been paid.

123-8     Sec. 194.  NRS 90.530 is hereby amended to read as follows:

123-9      90.530  The following transactions are exempt from NRS

123-10  90.460 and 90.560:

123-11    1.  An isolated nonissuer transaction, whether or not effected

123-12  through a broker-dealer.

123-13    2.  A nonissuer transaction in an outstanding security if the

123-14  issuer of the security has a class of securities subject to registration

123-15  under section 12 of the Securities Exchange Act of 1934, 15 U.S.C.

123-16  § 781, and has been subject to the reporting requirements of section

123-17  13 or [15(c)] 15(d) of the Securities Exchange Act of 1934, 15

123-18  U.S.C. §§ 78m and 78o(d), for not less than 90 days next preceding

123-19  the transaction, or has filed and maintained with the Administrator

123-20  for not less than 90 days preceding the transaction information, in

123-21  such form as the Administrator, by regulation, specifies,

123-22  substantially comparable to the information the issuer would be

123-23  required to file under section 12(b) or 12(g) of the Securities

123-24  Exchange Act of 1934, 15 U.S.C. §§ 78l(b) and 78l(g), were the

123-25  issuer to have a class of its securities registered under section 12 of

123-26  the Securities Exchange Act of 1934, 15 U.S.C. § 78l, and paid a fee

123-27  of $300 with the filing . [of $150.]

123-28    3.  A nonissuer transaction by a sales representative licensed in

123-29  this state, in an outstanding security if:

123-30    (a) The security is sold at a price reasonably related to the

123-31  current market price of the security at the time of the transaction;

123-32    (b) The security does not constitute all or part of an unsold

123-33  allotment to, or subscription or participation by, a broker-dealer as

123-34  an underwriter of the security;

123-35    (c) At the time of the transaction, a recognized securities manual

123-36  designated by the Administrator by regulation or order contains the

123-37  names of the issuer’s officers and directors, a statement of the

123-38  financial condition of the issuer as of a date within the preceding 18

123-39  months, and a statement of income or operations for each of the last

123-40  2 years next preceding the date of the statement of financial

123-41  condition, or for the period as of the date of the statement of

123-42  financial condition if the period of existence is less than 2 years;

123-43    (d) The issuer of the security has not undergone a major

123-44  reorganization, merger or acquisition within the preceding 30 days

124-1  which is not reflected in the information contained in the manual;

124-2  and

124-3     (e) At the time of the transaction, the issuer of the security has a

124-4  class of equity security listed on the New York Stock Exchange,

124-5  American Stock Exchange or other exchange designated by the

124-6  Administrator, or on the National Market System of the National

124-7  Association of Securities Dealers Automated Quotation System. The

124-8  requirements of this paragraph do not apply if:

124-9         (1) The security has been outstanding for at least 180 days;

124-10        (2) The issuer of the security is actually engaged in business

124-11  and is not developing his business, in bankruptcy or in receivership;

124-12  and

124-13        (3) The issuer of the security has been in continuous

124-14  operation for at least 5 years.

124-15    4.  A nonissuer transaction in a security that has a fixed

124-16  maturity or a fixed interest or dividend provision if there has been

124-17  no default during the current fiscal year or within the 3 preceding

124-18  years, or during the existence of the issuer, and any predecessors if

124-19  less than 3 years, in the payment of principal, interest or dividends

124-20  on the security.

124-21    5.  A nonissuer transaction effected by or through a registered

124-22  broker-dealer pursuant to an unsolicited order or offer to purchase.

124-23    6.  A transaction between the issuer or other person on whose

124-24  behalf the offering of a security is made and an underwriter, or a

124-25  transaction among underwriters.

124-26    7.  A transaction in a bond or other evidence of indebtedness

124-27  secured by a real estate mortgage, deed of trust, personal property

124-28  security agreement, or by an agreement for the sale of real estate or

124-29  personal property, if the entire mortgage, deed of trust or agreement,

124-30  together with all the bonds or other evidences of indebtedness

124-31  secured thereby, is offered and sold as a unit.

124-32    8.  A transaction by an executor, administrator, sheriff, marshal,

124-33  receiver, trustee in bankruptcy, guardian or conservator.

124-34    9.  A transaction executed by a bona fide secured party without

124-35  the purpose of evading this chapter.

124-36    10.  An offer to sell or the sale of a security to a financial or

124-37  institutional investor or to a broker-dealer.

124-38    11.  Except as otherwise provided in this subsection, a

124-39  transaction pursuant to an offer to sell securities of an issuer if:

124-40    (a) The transaction is part of an issue in which there are not

124-41  more than 25 purchasers in this state, other than those designated in

124-42  subsection 10, during any 12 consecutive months;

124-43    (b) No general solicitation or general advertising is used in

124-44  connection with the offer to sell or sale of the securities;

125-1     (c) No commission or other similar compensation is paid or

125-2  given, directly or indirectly, to a person, other than a broker-dealer

125-3  licensed or not required to be licensed under this chapter, for

125-4  soliciting a prospective purchaser in this state; and

125-5     (d) One of the following conditions is satisfied:

125-6         (1) The seller reasonably believes that all the purchasers in

125-7  this state, other than those designated in subsection 10, are

125-8  purchasing for investment; or

125-9         (2) Immediately before and immediately after the

125-10  transaction, the issuer reasonably believes that the securities of the

125-11  issuer are held by 50 or fewer beneficial owners, other than those

125-12  designated in subsection 10, and the transaction is part of an

125-13  aggregate offering that does not exceed $500,000 during any 12

125-14  consecutive months.

125-15  The Administrator by rule or order as to a security or transaction or

125-16  a type of security or transaction[,] may withdraw or further

125-17  condition the exemption set forth in this subsection or waive one or

125-18  more of the conditions of the exemption.

125-19    12.  An offer to sell or sale of a preorganization certificate or

125-20  subscription if:

125-21    (a) No commission or other similar compensation is paid or

125-22  given, directly or indirectly, for soliciting a prospective subscriber;

125-23    (b) No public advertising or general solicitation is used in

125-24  connection with the offer to sell or sale;

125-25    (c) The number of offers does not exceed 50;

125-26    (d) The number of subscribers does not exceed 10; and

125-27    (e) No payment is made by a subscriber.

125-28    13.  An offer to sell or sale of a preorganization certificate or

125-29  subscription issued in connection with the organization of a

125-30  depository institution if that organization is under the supervision of

125-31  an official or agency of a state or of the United States which has and

125-32  exercises the authority to regulate and supervise the organization of

125-33  the depository institution. For the purpose of this subsection, “under

125-34  the supervision of an official or agency” means that the official or

125-35  agency by law has authority to require disclosures to prospective

125-36  investors similar to those required under NRS 90.490, impound

125-37  proceeds from the sale of a preorganization certificate or

125-38  subscription until organization of the depository institution is

125-39  completed, and require refund to investors if the depository

125-40  institution does not obtain a grant of authority from the appropriate

125-41  official or agency.

125-42    14.  A transaction pursuant to an offer to sell to existing

125-43  security holders of the issuer, including persons who at the time of

125-44  the transaction are holders of transferable warrants exercisable

126-1  within not more than 90 days after their issuance, convertible

126-2  securities or nontransferable warrants, if:

126-3     (a) No commission or other similar compensation , other than a

126-4  standby commission, is paid or given, directly or indirectly, for

126-5  soliciting a security holder in this state; or

126-6     (b) The issuer first files a notice specifying the terms of the offer

126-7  to sell, together with a nonrefundable fee of [$150,] $300, and the

126-8  Administrator does not by order disallow the exemption within the

126-9  next 5 full business days.

126-10    15.  A transaction involving an offer to sell, but not a sale, of a

126-11  security not exempt from registration under the Securities Act of

126-12  1933, 15 U.S.C. §§ 77a et seq., if:

126-13    (a) A registration or offering statement or similar document as

126-14  required under the Securities Act of 1933, 15 U.S.C. §§ 77a et seq.,

126-15  has been filed, but is not effective;

126-16    (b) A registration statement, if required, has been filed under

126-17  this chapter, but is not effective; and

126-18    (c) No order denying, suspending or revoking the effectiveness

126-19  of registration, of which the offeror is aware, has been entered by

126-20  the Administrator or the Securities and Exchange Commission, and

126-21  no examination or public proceeding that may culminate in that kind

126-22  of order is known by the offeror to be pending.

126-23    16.  A transaction involving an offer to sell, but not a sale, of a

126-24  security exempt from registration under the Securities Act of 1933,

126-25  15 U.S.C. §§ 77a et seq., if:

126-26    (a) A registration statement has been filed under this chapter, but

126-27  is not effective; and

126-28    (b) No order denying, suspending or revoking the effectiveness

126-29  of registration, of which the offeror is aware, has been entered by

126-30  the Administrator and no examination or public proceeding that may

126-31  culminate in that kind of order is known by the offeror to be

126-32  pending.

126-33    17.  A transaction involving the distribution of the securities of

126-34  an issuer to the security holders of another person in connection

126-35  with a merger, consolidation, exchange of securities, sale of assets

126-36  or other reorganization to which the issuer, or its parent or

126-37  subsidiary, and the other person, or its parent or subsidiary, are

126-38  parties, if:

126-39    (a) The securities to be distributed are registered under the

126-40  Securities Act of 1933, 15 U.S.C. §§ 77a et seq., before the

126-41  consummation of the transaction; or

126-42    (b) The securities to be distributed are not required to be

126-43  registered under the Securities Act of 1933, 15 U.S.C. §§ 77a et

126-44  seq., written notice of the transaction and a copy of the materials, if

126-45  any, by which approval of the transaction will be solicited, together

127-1  with a nonrefundable fee of [$150,] $300, are given to the

127-2  Administrator at least 10 days before the consummation of the

127-3  transaction and the Administrator does not, by order, disallow

127-4  the exemption within the next 10 days.

127-5     18.  A transaction involving the offer to sell or sale of one or

127-6  more promissory notes each of which is directly secured by a first

127-7  lien on a single parcel of real estate, or a transaction involving the

127-8  offer to sell or sale of participation interests in the notes if the notes

127-9  and participation interests are originated by a depository institution

127-10  and are offered and sold subject to the following conditions:

127-11    (a) The minimum aggregate sales price paid by each purchaser

127-12  may not be less than $250,000;

127-13    (b) Each purchaser must pay cash either at the time of the sale or

127-14  within 60 days after the sale; and

127-15    (c) Each purchaser may buy for his own account only.

127-16    19.  A transaction involving the offer to sell or sale of one or

127-17  more promissory notes directly secured by a first lien on a single

127-18  parcel of real estate or participating interests in the notes, if the

127-19  notes and interests are originated by a mortgagee approved by the

127-20  Secretary of Housing and Urban Development under sections 203

127-21  and 211 of the National Housing Act, 12 U.S.C. §§ 1709 and 1715b,

127-22  and are offered or sold, subject to the conditions specified in

127-23  subsection 18, to a depository institution or insurance company, the

127-24  Federal Home Loan Mortgage Corporation, the Federal National

127-25  Mortgage Association or the Government National Mortgage

127-26  Association.

127-27    20.  A transaction between any of the persons described in

127-28  subsection 19 involving a nonassignable contract to buy or sell the

127-29  securities described in subsection 18 if the contract is to be

127-30  completed within 2 years and if:

127-31    (a) The seller of the securities pursuant to the contract is one of

127-32  the parties described in subsection 18 or 19 who may originate

127-33  securities;

127-34    (b) The purchaser of securities pursuant to a contract is any

127-35  other person described in subsection 19; and

127-36    (c) The conditions described in subsection 18 are fulfilled.

127-37    21.  A transaction involving one or more promissory notes

127-38  secured by a lien on real estate, or participating interests in those

127-39  notes, by:

127-40    (a) A mortgage company licensed pursuant to chapter 645E of

127-41  NRS to engage in those transactions; or

127-42    (b) A mortgage broker licensed pursuant to chapter 645B of

127-43  NRS to engage in those transactions.

127-44    Sec. 195.  NRS 90.540 is hereby amended to read as follows:

127-45      90.540  The Administrator by regulation or order may:

128-1     1.  Exempt any other security or transaction or class of

128-2  securities or transactions from NRS 90.460 and 90.560.

128-3     2.  Adopt a transactional exemption for limited offerings that

128-4  will further the objectives of compatibility with the exemptions from

128-5  securities registration authorized by the Securities Act of 1933 and

128-6  uniformity among the states.

128-7     3.  Require the filing of a notice and the payment of a fee not

128-8  greater than [$250] $500 for an exemption adopted pursuant to this

128-9  section.

128-10    Sec. 196.  Chapter 92A of NRS is hereby amended by adding

128-11  thereto a new section to read as follows:

128-12    1.  Each document filed with the Secretary of State pursuant

128-13  to this chapter must be on or accompanied by a form prescribed by

128-14  the Secretary of State.

128-15    2.  The Secretary of State may refuse to file a document which

128-16  does not comply with subsection 1 or which does not contain all of

128-17  the information required by statute for filing the document.

128-18    3.  If the provisions of the form prescribed by the Secretary of

128-19  State conflict with the provisions of any document that is

128-20  submitted for filing with the form:

128-21    (a) The provisions of the form control for all purposes with

128-22  respect to the information that is required by statute to appear in

128-23  the document in order for the document to be filed; and

128-24    (b) Unless otherwise provided in the document, the provisions

128-25  of the document control in every other situation.

128-26    4.  The Secretary of State may by regulation provide for the

128-27  electronic filing of documents with the Office of the Secretary of

128-28  State.

128-29    Sec. 197.  NRS 92A.190 is hereby amended to read as follows:

128-30      92A.190  1.  One or more foreign entities may merge or enter

128-31  into an exchange of owner’s interests with one or more domestic

128-32  entities if:

128-33    (a) In a merger, the merger is permitted by the law of the

128-34  jurisdiction under whose law each foreign entity is organized and

128-35  governed and each foreign entity complies with that law in effecting

128-36  the merger;

128-37    (b) In an exchange, the entity whose owner’s interests will be

128-38  acquired is a domestic entity, whether or not an exchange of

128-39  owner’s interests is permitted by the law of the jurisdiction under

128-40  whose law the acquiring entity is organized;

128-41    (c) The foreign entity complies with NRS 92A.200 to 92A.240,

128-42  inclusive, if it is the surviving entity in the merger or acquiring

128-43  entity in the exchange and sets forth in the articles of merger or

128-44  exchange its address where copies of process may be sent by the

128-45  Secretary of State; and

129-1     (d) Each domestic entity complies with the applicable provisions

129-2  of NRS 92A.100 to 92A.180, inclusive, and, if it is the surviving

129-3  entity in the merger or acquiring entity in the exchange, with NRS

129-4  92A.200 to 92A.240, inclusive.

129-5     2.  When the merger or exchange takes effect, the surviving

129-6  foreign entity in a merger and the acquiring foreign entity in an

129-7  exchange shall be deemed:

129-8     (a) To appoint the Secretary of State as its agent for service of

129-9  process in a proceeding to enforce any obligation or the rights of

129-10  dissenting owners of each domestic entity that was a party to the

129-11  merger or exchange. Service of such process must be made by

129-12  personally delivering to and leaving with the Secretary of State

129-13  duplicate copies of the process and the payment of a fee of [$50]

129-14  $100 for accepting and transmitting the process. The Secretary of

129-15  State shall forthwith send by registered or certified mail one of the

129-16  copies to the surviving or acquiring entity at its specified address,

129-17  unless the surviving or acquiring entity has designated in writing to

129-18  the Secretary of State a different address for that purpose, in which

129-19  case it must be mailed to the last address so designated.

129-20    (b) To agree that it will promptly pay to the dissenting owners of

129-21  each domestic entity that is a party to the merger or exchange the

129-22  amount, if any, to which they are entitled under or created pursuant

129-23  to NRS 92A.300 to 92A.500, inclusive.

129-24    3.  This section does not limit the power of a foreign entity to

129-25  acquire all or part of the owner’s interests of one or more classes or

129-26  series of a domestic entity through a voluntary exchange or

129-27  otherwise.

129-28    Sec. 198.  NRS 92A.195 is hereby amended to read as follows:

129-29      92A.195  1.  One foreign entity or foreign general partnership

129-30  may convert into one domestic entity if:

129-31    (a) The conversion is permitted by the law of the jurisdiction

129-32  governing the foreign entity or foreign general partnership and the

129-33  foreign entity or foreign general partnership complies with that law

129-34  in effecting the conversion;

129-35    (b) The foreign entity or foreign general partnership complies

129-36  with the applicable provisions of NRS 92A.205 and, if it is the

129-37  resulting entity in the conversion, with NRS 92A.210 to 92A.240,

129-38  inclusive; and

129-39    (c) The domestic entity complies with the applicable provisions

129-40  of NRS 92A.105, 92A.120, 92A.135, 92A.140 and 92A.165 and, if

129-41  it is the resulting entity in the conversion, with NRS 92A.205 to

129-42  92A.240, inclusive.

129-43    2.  When the conversion takes effect, the resulting foreign entity

129-44  in a conversion shall be deemed to have appointed the Secretary of

129-45  State as its agent for service of process in a proceeding to enforce

130-1  any obligation. Service of process must be made personally by

130-2  delivering to and leaving with the Secretary of State duplicate

130-3  copies of the process and the payment of a fee of [$25] $100 for

130-4  accepting and transmitting the process. The Secretary of State shall

130-5  send one of the copies of the process by registered or certified mail

130-6  to the resulting entity at its specified address, unless the resulting

130-7  entity has designated in writing to the Secretary of State a different

130-8  address for that purpose, in which case it must be mailed to the last

130-9  address so designated.

130-10    Sec. 199.  NRS 92A.200 is hereby amended to read as follows:

130-11      92A.200  After a plan of merger or exchange is approved as

130-12  required by this chapter, the surviving or acquiring entity shall

130-13  deliver to the Secretary of State for filing articles of merger or

130-14  exchange setting forth:

130-15    1.  The name and jurisdiction of organization of each

130-16  constituent entity;

130-17    2.  That a plan of merger or exchange has been adopted by each

130-18  constituent entity[;] or the parent domestic entity only, if the

130-19  merger is pursuant to NRS 92A.180;

130-20    3.  If approval of the owners of one or more constituent entities

130-21  was not required, a statement to that effect and the name of each

130-22  entity;

130-23    4.  If approval of owners of one or more constituent entities was

130-24  required, the name of each entity and a statement for each entity

130-25  that:

130-26    (a) The plan was approved by the required consent of the

130-27  owners; or

130-28    (b) A plan was submitted to the owners pursuant to this chapter

130-29  including:

130-30        (1) The designation, percentage of total vote or number of

130-31  votes entitled to be cast by each class of owner’s interests entitled to

130-32  vote separately on the plan; and

130-33        (2) Either the total number of votes or percentage of owner’s

130-34  interests cast for and against the plan by the owners of each class of

130-35  interests entitled to vote separately on the plan or the total number

130-36  of undisputed votes or undisputed total percentage of owner’s

130-37  interests cast for the plan separately by the owners of each

130-38  class,

130-39  and the number of votes or percentage of owner’s interests cast for

130-40  the plan by the owners of each class of interests was sufficient for

130-41  approval by the owners of that class;

130-42    5.  In the case of a merger, the amendment, if any, to the articles

130-43  of incorporation, articles of organization, certificate of limited

130-44  partnership or certificate of trust of the surviving entity, which

131-1  amendment may be set forth in the articles of merger as a specific

131-2  amendment or in the form of:

131-3     (a) Amended and restated articles of incorporation;

131-4     (b) Amended and restated articles of organization;

131-5     (c) An amended and restated certificate of limited partnership;

131-6  or

131-7     (d) An amended and restated certificate of trust,

131-8  or attached in that form as an exhibit; and

131-9     6.  If the entire plan of merger or exchange is not set forth, a

131-10  statement that the complete executed plan of merger or plan of

131-11  exchange is on file at the registered office if a corporation, limited-

131-12  liability company or business trust, or office described in paragraph

131-13  (a) of subsection 1 of NRS 88.330 if a limited partnership, or other

131-14  place of business of the surviving entity or the acquiring entity,

131-15  respectively.

131-16  Any of the terms of the plan of merger, conversion or exchange may

131-17  be made dependent upon facts ascertainable outside of the plan of

131-18  merger, conversion or exchange, provided that the plan of merger,

131-19  conversion or exchange clearly and expressly sets forth the manner

131-20  in which such facts shall operate upon the terms of the plan. As used

131-21  in this section, the term “facts” includes, without limitation, the

131-22  occurrence of an event, including a determination or action by a

131-23  person or body, including a constituent entity.

131-24    Sec. 200.  NRS 92A.205 is hereby amended to read as follows:

131-25      92A.205  1.  After a plan of conversion is approved as

131-26  required by this chapter, if the resulting entity is a domestic entity,

131-27  the constituent entity shall deliver to the Secretary of State for filing:

131-28    (a) Articles of conversion setting forth:

131-29        (1) The name and jurisdiction of organization of the

131-30  constituent entity and the resulting entity; and

131-31        (2) That a plan of conversion has been adopted by the

131-32  constituent entity in compliance with the law of the jurisdiction

131-33  governing the constituent entity.

131-34    (b) The following constituent document of the domestic

131-35  resulting entity:

131-36        (1) If the resulting entity is a domestic corporation, the

131-37  articles of incorporation to be filed in compliance with chapter 78 ,

131-38  78A, 82 or 89 of NRS, as applicable;

131-39        (2) If the resulting entity is a domestic limited partnership,

131-40  the certificate of limited partnership to be filed in compliance with

131-41  chapter 88 of NRS;

131-42        (3) If the resulting entity is a domestic limited-liability

131-43  company, the articles of organization to be filed in compliance with

131-44  chapter 86 of NRS; or

132-1         (4) If the resulting entity is a domestic business trust, the

132-2  certificate of trust to be filed in compliance with chapter 88A of

132-3  NRS.

132-4     (c) A certificate of acceptance of appointment of a resident

132-5  agent for the resulting entity which is executed by the resident

132-6  agent.

132-7     2.  After a plan of conversion is approved as required by this

132-8  chapter, if the resulting entity is a foreign entity, the constituent

132-9  entity shall deliver to the Secretary of State for filing articles of

132-10  conversion setting forth:

132-11    (a) The name and jurisdiction of organization of the constituent

132-12  entity and the resulting entity;

132-13    (b) That a plan of conversion has been adopted by the

132-14  constituent entity in compliance with the laws of this state; and

132-15    (c) The address of the resulting entity where copies of process

132-16  may be sent by the Secretary of State.

132-17    3.  If the entire plan of conversion is not set forth in the articles

132-18  of conversion, the filing party must include in the articles of

132-19  conversion a statement that the complete executed plan of

132-20  conversion is on file at the registered office or principal place

132-21  of business of the resulting entity or, if the resulting entity is a

132-22  domestic limited partnership, the office described in paragraph (a)

132-23  of subsection 1 of NRS 88.330.

132-24    4.  If the conversion takes effect on a later date specified in the

132-25  articles of conversion pursuant to NRS 92A.240, the constituent

132-26  document filed with the Secretary of State pursuant to paragraph (b)

132-27  of subsection 1 must state the name and the jurisdiction of the

132-28  constituent entity and that the existence of the resulting entity does

132-29  not begin until the later date.

132-30    5.  Any documents filed with the Secretary of State pursuant to

132-31  this section must be accompanied by the fees required pursuant to

132-32  this title for filing the constituent document.

132-33    Sec. 201.  NRS 92A.210 is hereby amended to read as follows:

132-34      92A.210  1.  Except as otherwise provided in this section, the

132-35  fee for filing articles of merger, articles of conversion, articles of

132-36  exchange, articles of domestication or articles of termination is

132-37  [$325.] $350. The fee for filing the constituent documents of a

132-38  domestic resulting entity is the fee for filing the constituent

132-39  documents determined by the chapter of NRS governing the

132-40  particular domestic resulting entity.

132-41    2.  The fee for filing articles of merger of two or more domestic

132-42  corporations is the difference between the fee computed at the rates

132-43  specified in NRS 78.760 upon the aggregate authorized stock of the

132-44  corporation created by the merger and the fee computed upon the

133-1  aggregate amount of the total authorized stock of the constituent

133-2  corporation.

133-3     3.  The fee for filing articles of merger of one or more domestic

133-4  corporations with one or more foreign corporations is the difference

133-5  between the fee computed at the rates specified in NRS 78.760 upon

133-6  the aggregate authorized stock of the corporation created by the

133-7  merger and the fee computed upon the aggregate amount of the total

133-8  authorized stock of the constituent corporations which have paid the

133-9  fees required by NRS 78.760 and 80.050.

133-10    4.  The fee for filing articles of merger of two or more domestic

133-11  or foreign corporations must not be less than [$325.] $350. The

133-12  amount paid pursuant to subsection 3 must not exceed [$25,000.]

133-13  $35,000.

133-14    Sec. 202.  NRS 14.020 is hereby amended to read as follows:

133-15      14.020  1.  Every corporation, limited-liability company,

133-16  limited-liability partnership, limited partnership, limited-liability

133-17  limited partnership, business trust and municipal corporation

133-18  created and existing under the laws of any other state, territory, or

133-19  foreign government, or the Government of the United States, doing

133-20  business in this state shall appoint and keep in this state a resident

133-21  agent who resides or is located in this state, upon whom all legal

133-22  process and any demand or notice authorized by law to be served

133-23  upon it may be served in the manner provided in subsection 2. The

133-24  corporation, limited-liability company, limited-liability partnership,

133-25  limited partnership, limited-liability limited partnership, business

133-26  trust or municipal corporation shall file with the Secretary of State a

133-27  certificate of acceptance of appointment signed by its resident agent.

133-28  The certificate must set forth the full name and address of the

133-29  resident agent. [The] A certificate of change of resident agent must

133-30  be [renewed] filed in the manner provided in title 7 of NRS

133-31  [whenever a change is made in the appointment or a vacancy occurs

133-32  in the agency.] if the corporation, limited-liability company,

133-33  limited-liability partnership, limited partnership, limited-liability

133-34  limited partnership, business trust or municipal corporation

133-35  desires to change its resident agent. A certificate of name change

133-36  of resident agent must be filed in the manner provided in title 7 of

133-37  NRS if the name of a resident is changed as a result of a merger,

133-38  conversion, exchange, sale, reorganization or amendment.

133-39    2.  All legal process and any demand or notice authorized by

133-40  law to be served upon the foreign corporation, limited-liability

133-41  company, limited-liability partnership, limited partnership, limited-

133-42  liability limited partnership, business trust or municipal corporation

133-43  may be served upon the resident agent personally or by leaving a

133-44  true copy thereof with a person of suitable age and discretion at the

134-1  address shown on the current certificate of acceptance filed with the

134-2  Secretary of State.

134-3     3.  Subsection 2 provides an additional mode and manner of

134-4  serving process, demand or notice and does not affect the validity of

134-5  any other service authorized by law.

134-6     Sec. 203.  NRS 104.9525 is hereby amended to read as

134-7  follows:

134-8      104.9525  1.  Except as otherwise provided in subsection 5,

134-9  the fee for filing and indexing a record under this part, other than an

134-10  initial financing statement of the kind described in subsection 2 of

134-11  NRS 104.9502, is:

134-12    (a) [Twenty] Forty dollars if the record is communicated in

134-13  writing and consists of one or two pages;

134-14    (b) [Forty] Sixty dollars if the record is communicated in writing

134-15  and consists of more than two pages, and [$1] $2 for each page over

134-16  20 pages;

134-17    (c) [Ten] Twenty dollars if the record is communicated by

134-18  another medium authorized by filing-office rule; and

134-19    (d) [One dollar] Two dollars for each additional debtor, trade

134-20  name or reference to another name under which business is done.

134-21    2.  The filing officer may charge and collect [$1] $2 for each

134-22  page of copy or record of filings produced by him at the request of

134-23  any person.

134-24    3.  Except as otherwise provided in subsection 5, the fee for

134-25  filing and indexing an initial financing statement of the kind

134-26  described in subsection 3 of NRS 104.9502 is:

134-27    (a) [Forty] Sixty dollars if the financing statement indicates that

134-28  it is filed in connection with a public-finance transaction; and

134-29    (b) [Twenty] Forty dollars if the financing statement indicates

134-30  that it is filed in connection with a manufactured-home transaction.

134-31    4.  The fee for responding to a request for information from the

134-32  filing office, including for issuing a certificate showing whether

134-33  there is on file any financing statement naming a particular debtor,

134-34  is:

134-35    (a) [Twenty] Forty dollars if the request is communicated in

134-36  writing; and

134-37    (b) [Fifteen] Twenty dollars if the request is communicated by

134-38  another medium authorized by filing-office rule.

134-39    5.  This section does not require a fee with respect to a

134-40  mortgage that is effective as a financing statement filed as a fixture

134-41  filing or as a financing statement covering as-extracted collateral or

134-42  timber to be cut under subsection 3 of NRS 104.9502. However, the

134-43  fees for recording and satisfaction which otherwise would be

134-44  applicable to the mortgage apply.

 

135-1     Sec. 204.  NRS 105.070 is hereby amended to read as follows:

135-2      105.070  1.  The Secretary of State or county recorder shall

135-3  mark any security instrument and any statement of change, merger

135-4  or consolidation presented for filing with the day and hour of filing

135-5  and the file number assigned to it. This mark is, in the absence of

135-6  other evidence, conclusive proof of the time and fact of presentation

135-7  for filing.

135-8     2.  The Secretary of State or county recorder shall retain and

135-9  file all security instruments and statements of change, merger or

135-10  consolidation presented for filing.

135-11    3.  The uniform fee for filing and indexing a security

135-12  instrument, or a supplement or amendment thereto, and a statement

135-13  of change, merger or consolidation, and for stamping a copy of

135-14  those documents furnished by the secured party or the public utility

135-15  to show the date and place of filing is:

135-16    (a) [Twenty] Forty dollars if the record is communicated in

135-17  writing and consists of one or two pages;

135-18    (b) [Forty] Sixty dollars if the record is communicated in writing

135-19  and consists of more than two pages, and [$1] $2 for each page over

135-20  20 pages;

135-21    (c) [Ten] Twenty dollars if the record is communicated by

135-22  another medium authorized by filing-office rule; and

135-23    (d) [One dollar] Two dollars for each additional debtor, trade

135-24  name or reference to another name under which business is done.

135-25    Sec. 205.  NRS 105.080 is hereby amended to read as follows:

135-26      105.080  1.  Upon the request of any person, the Secretary of

135-27  State shall issue his certificate showing whether there is on file, on

135-28  the date and hour stated therein, any presently effective security

135-29  instrument naming a particular public utility and, if there is, giving

135-30  the date and hour of filing of the instrument and the names and

135-31  addresses of each secured party. The uniform fee for such a

135-32  certificate is:

135-33    (a) [Twenty] Forty dollars if the request is communicated in

135-34  writing; and

135-35    (b) [Fifteen] Twenty dollars if the request is communicated by

135-36  another medium authorized by filing-office rule.

135-37    2.  Upon request, the Secretary of State or a county recorder

135-38  shall furnish a copy of any filed security instrument upon payment

135-39  of the statutory fee for copies.

135-40    Sec. 206.  NRS 116.3101 is hereby amended to read as

135-41  follows:

135-42      116.3101  1. A unit-owners’ association must be organized no

135-43  later than the date the first unit in the common-interest community is

135-44  conveyed.

136-1     2.  The membership of the association at all times consists

136-2  exclusively of all units’ owners or, following termination of the

136-3  common-interest community, of all owners of former units entitled

136-4  to distributions of proceeds under NRS 116.2118, 116.21183 and

136-5  116.21185, or their heirs, successors or assigns.

136-6     3.  The association must [be] :

136-7     (a) Be organized as a profit or nonprofit corporation, trust or

136-8  partnership[.] ;

136-9     (b) Include in its articles of incorporation, certificate of

136-10  registration or certificates of limited partnership, or any certificate

136-11  of amendment thereof, that the purpose of the corporation is to

136-12  operate as an association pursuant to this chapter;

136-13    (c) Contain in its name the words “homeowners’ association”

136-14  or “unit-owners’ association”; and

136-15    (d) Comply with the provisions of chapters 78, 82, 87 and 88 of

136-16  NRS when filing articles of incorporation, certificates of

136-17  registration or certificates of limited partnership, or any certificate

136-18  of amendment thereof, with the Secretary of State.

136-19    Sec. 207.  NRS 225.140 is hereby amended to read as follows:

136-20      225.140  1.  Except as otherwise provided in subsection 2, in

136-21  addition to other fees authorized by law, the Secretary of State shall

136-22  charge and collect the following fees:

 

136-23  [For a copy of any law, joint resolution,

136-24  transcript of record, or other paper on file or of

136-25  record in his office, other than a document

136-26  required to be filed pursuant to title 24 of NRS,

136-27  per page$1.00

136-28  For a copy of any document required to be filed

136-29  pursuant to title 24 of NRS, per page   $.50]

136-30  For certifying to [any such] a copy of any law,

136-31  joint resolution, transcript of record or other

136-32  paper on file or of record with the Secretary of

136-33  State, including, but not limited to, a document

136-34  required to be filed pursuant to title 24 of NRS,

136-35  and use of the State Seal, for each impression[10.00] $20

136-36  For each passport or other document signed by

136-37  the Governor and attested by the Secretary of

136-38  State[10.00] 10

136-39  [For a negotiable instrument returned unpaid10.00]

 

136-40    2.  The Secretary of State:

136-41    (a) Shall charge a reasonable fee for searching records and

136-42  documents kept in his office.

137-1     (b) May charge or collect any filing or other fees for services

137-2  rendered by him to the State of Nevada, any local governmental

137-3  agency or agency of the Federal Government, or any officer thereof

137-4  in his official capacity or respecting his office or official duties.

137-5     (c) May not charge or collect a filing or other fee for:

137-6         (1) Attesting extradition papers or executive warrants for

137-7  other states.

137-8         (2) Any commission or appointment issued or made by the

137-9  Governor, either for the use of the State Seal or otherwise.

137-10    (d) May charge a reasonable fee, not to exceed:

137-11        (1) Five hundred dollars, for providing service within 2 hours

137-12  after the time the service is requested; and

137-13        (2) One hundred twenty-five dollars, for providing any other

137-14  special service, including, but not limited to, providing service more

137-15  than 2 hours but within 24 hours after the time the service is

137-16  requested, accepting documents filed by facsimile machine and

137-17  other use of new technology.

137-18    (e) Shall charge a fee, not to exceed the actual cost to the

137-19  Secretary of State, for providing:

137-20        (1) A copy of any record kept in his office that is stored on a

137-21  computer or on microfilm if the copy is provided on a tape, disc or

137-22  other medium used for the storage of information by a computer or

137-23  on duplicate film.

137-24        (2) Access to his computer database on which records are

137-25  stored.

137-26    3.  From each fee collected pursuant to paragraph (d) of

137-27  subsection 2:

137-28    (a) The entire amount or [$50,] $62.50, whichever is less, of the

137-29  fee collected pursuant to subparagraph (1) of that paragraph and half

137-30  of the fee collected pursuant to subparagraph (2) of that paragraph

137-31  must be deposited with the State Treasurer for credit to the Account

137-32  for Special Services of the Secretary of State in the State General

137-33  Fund. Any amount remaining in the Account at the end of a fiscal

137-34  year in excess of $2,000,000 must be transferred to the State

137-35  General Fund. Money in the Account may be transferred to the

137-36  Secretary of State’s operating general fund budget account and must

137-37  only be used to create and maintain the capability of the Office of

137-38  the Secretary of State to provide special services, including, but not

137-39  limited to, providing service:

137-40        (1) On the day it is requested or within 24 hours; or

137-41        (2) Necessary to increase or maintain the efficiency of the

137-42  Office.

137-43  Any transfer of money from the Account for expenditure by the

137-44  Secretary of State must be approved by the Interim Finance

137-45  Committee.

138-1     (b) After deducting the amount required pursuant to paragraph

138-2  (a), the remainder must be deposited with the State Treasurer for

138-3  credit to the State General Fund.

138-4     Sec. 208.  1.  This section and sections 189 to 195, inclusive,

138-5  and 203 of this act become effective on September 1, 2003.

138-6     2.  Sections 1 to 188, inclusive, 196 to 202, inclusive, and 204

138-7  to 207, inclusive, of this act become effective:

138-8     (a) Except as otherwise provided in paragraph (b) or (c), on

138-9  November 1, 2003.

138-10    (b) On January 1, 2004, for the purpose of requiring a resident

138-11  agent who desires to resign to file a statement of resignation for

138-12  each artificial person formed, organized, registered or qualified

138-13  pursuant to the provisions of title 7 of NRS for which the resident

138-14  agent is unwilling to continue to act as the resident agent for the

138-15  service of process.

138-16    (c) On January 1, 2004, for the purpose of requiring a resident

138-17  agent to file a certificate of name change of resident agent if the

138-18  name of the resident agent is changed as a result of a merger,

138-19  conversion, exchange, sale, reorganization or amendment.

 

138-20  H