Senate Bill No. 122–Committee on Judiciary
(On Behalf of Secretary of State)
February 4, 1999
____________
Referred to Committee on Judiciary
SUMMARY—Amends provisions governing similar names of business entities. (BDR 7-659)
FISCAL NOTE: Effect on Local Government: No.
Effect on the State or on Industrial Insurance: No.
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EXPLANATION – Matter in
bolded italics is new; matter between brackets
THE PEOPLE OF THE STATE OF NEVADA, REPRESENTED IN SENATE AND ASSEMBLY, DO ENACT AS FOLLOWS:
1-1
Section 1. NRS 78.039 is hereby amended to read as follows:1-2
78.039 1. The name proposed for a corporation must be1-3
distinguishable on the records of the secretary of state from1-4
1-5
(a) The names of all other artificial persons1-6
1-7
or qualified pursuant to Title 7 of NRS whose names are on file in the1-8
office of the secretary of state1-9
(b) All names that are reserved in the office of the secretary of state1-10
pursuant to Title 7 of NRS.1-11
If a proposed name is not so distinguishable, the secretary of state shall1-12
return the articles of incorporation containing the proposed name to the1-13
incorporator, unless the written acknowledged consent of the holder of the1-14
registered or reserved name to use the same name or the requested similar1-15
name accompanies the articles of incorporation.2-1
2. For the purposes of this section and NRS 78.040, a proposed name2-2
is not2-3
solely because one or the other contains distinctive lettering, a distinctive2-4
mark, a trade-mark or a trade name , or any combination of these.2-5
3. The name of a corporation whose charter has been revoked,2-6
2-7
corporation, or2-8
2-9
use by any other artificial person.2-10
4. The secretary of state may adopt regulations that interpret the2-11
requirements of this section. Sec. 2. NRS 78.185 is hereby amended to read as follows:2-13
78.185 1. Except as otherwise provided in subsection 2, if a2-14
corporation applies to reinstate or revive its charter but its name has been2-15
legally acquired by another corporation or other artificial person organized2-16
or registered2-17
pursuant to Title 7 of NRS whose name is on file2-18
with the secretary of state, the corporation shall in its application for2-19
reinstatement submit in writing to the secretary of state some other name2-20
under which it desires its corporate existence to be reinstated or revived. If2-21
that name is distinguishable from all other names reserved or otherwise on2-22
file ,2-23
applying corporation a certificate of reinstatement or revival under that new2-24
name.2-25
2. If the applying corporation submits the written acknowledged2-26
consent of the artificial person having a name, or the person who has2-27
reserved a name, which is not distinguishable from the old name of the2-28
applying corporation or a new name it has submitted, it may be reinstated2-29
or revived under that name.2-30
3. For the purposes of this section, a proposed name is not2-31
2-32
because one or the other contains distinctive lettering, a distinctive mark, a2-33
trade-mark or a trade name , or any combination of those.2-34
4. The secretary of state may adopt regulations that interpret the2-35
requirements of this section. Sec. 3. NRS 82.096 is hereby amended to read as follows:2-37
82.096 1. The name2-38
distinguishable on the records of the secretary of state from2-39
2-40
(a) The names of all other artificial persons2-41
2-42
or qualified pursuant to Title 7 of NRS whose names are on file in the2-43
office of the secretary of state3-1
(b) All names that are reserved in the office of the secretary of state3-2
pursuant to Title 7 of NRS.3-3
If a proposed name is not so distinguishable, the secretary of state shall3-4
return the articles of incorporation containing it to the incorporator, unless3-5
the written acknowledged consent of the holder of the registered or3-6
reserved name to use the same name or the requested similar name3-7
accompanies the articles of incorporation.3-8
2. For the purposes of this section and NRS 82.101, a proposed name3-9
is not3-10
solely because one or the other contains distinctive lettering, a distinctive3-11
mark, a trade-mark or a trade name, or any combination of these.3-12
3. The name of a corporation whose charter has been revoked,3-13
3-14
corporation, or3-15
3-16
use by any other artificial person.3-17
4. The secretary of state may adopt regulations that interpret the3-18
requirements of this section. Sec. 4. NRS 86.171 is hereby amended to read as follows:3-20
86.171 1. The name of a limited-liability company formed under the3-21
provisions of this chapter must contain the words "Limited-Liability3-22
Company," "Limited Company," or "Limited" or the abbreviations "Ltd.,"3-23
"L.L.C.," "L.C.," "LLC" or "LC." The word "Company" may be3-24
abbreviated as "Co."3-25
2. The name proposed for a limited-liability company must be3-26
distinguishable on the records of the secretary of state from3-27
3-28
(a) The names of all other artificial persons3-29
3-30
or qualified pursuant to Title 7 of NRS whose names are on file in the3-31
office of the secretary of state3-32
(b) All names that are reserved in the office of the secretary of state3-33
pursuant to Title 7 of NRS.3-34
If a proposed name is not so distinguishable, the secretary of state shall3-35
return the articles of organization to the organizer, unless the written3-36
acknowledged consent of the holder of the registered name to use the same3-37
name or the requested similar name accompanies the articles of3-38
organization.3-39
3. For the purposes of this section and NRS 86.176, a proposed name3-40
is not3-41
solely because one or the other contains distinctive lettering, a distinctive3-42
mark, a trade-mark or a trade name, or any combination of these.4-1
4. The name of a limited-liability company whose charter has been4-2
revoked,4-3
surviving company, or4-4
4-5
use by any other artificial person.4-6
5. The secretary of state may adopt regulations that interpret the4-7
requirements of this section. Sec. 5. NRS 86.278 is hereby amended to read as follows:4-9
86.278 1. Except as otherwise provided in subsection 2, if a limited-4-10
liability company applies to reinstate its charter but its name has been4-11
legally acquired or reserved by another limited-liability company or other4-12
artificial person organized or registered4-13
4-14
4-15
in writing to the secretary of state some other name under which it desires4-16
its existence to be reinstated. If that name is distinguishable from all other4-17
names reserved or otherwise on file ,4-18
of state shall issue to the applying limited-liability company a certificate of4-19
reinstatement under that new name.4-20
2. If the applying limited-liability company submits the written4-21
acknowledged consent of the artificial person having the name, or the4-22
person reserving the name, which is not distinguishable from the old name4-23
of the applying company or a new name it has submitted, it may be4-24
reinstated under that name.4-25
3. For the purposes of this section, a proposed name is not4-26
4-27
because one or the other contains distinctive lettering, a distinctive mark, a4-28
trade-mark or a trade name , or any combination of those.4-29
4. The secretary of state may adopt regulations that interpret the4-30
requirements of this section. Sec. 6. NRS 87.450 is hereby amended to read as follows:4-32
87.450 1. The name of a registered limited-liability partnership must4-33
contain the words "Limited-Liability Partnership" or "Registered Limited-4-34
Liability Partnership" or the abbreviation "L.L.P." or "LLP" as the last4-35
words or letters of the name and must be distinguishable from4-36
4-37
(a) The names of all other artificial persons4-38
4-39
or qualified pursuant to Title 7 of NRS whose names are on file in the4-40
office of the secretary of state5-1
(b) All names that are reserved in the office of the secretary of state5-2
pursuant to Title 7 of NRS.5-3
If the name of the registered limited-liability partnership on a certificate of5-4
registration of limited-liability partnership submitted to the secretary of5-5
state is not distinguishable from a name on file, the secretary of state shall5-6
return the certificate to the person who signed it unless the written5-7
acknowledged consent of the holder of the registered name or reserved5-8
name to use the name accompanies the certificate.5-9
2. For the purposes of this section, a proposed name is not5-10
5-11
because one or the other contains distinctive lettering, a distinctive mark, a5-12
trade-mark or a trade name, or any combination of these.5-13
3. The name of a registered limited-liability partnership whose right to5-14
transact business has been forfeited,5-15
which has merged and is not the surviving partnership, or5-16
5-17
has otherwise been terminated is available for use by any other registered5-18
limited-liability partnership or other artificial person.5-19
4. The secretary of state may adopt regulations that interpret the5-20
requirements of this section.5-21
Sec. 7. NRS 87.455 is hereby amended to read as follows: 87.455 1. Except as otherwise provided in subsection 2, if a5-23
registered limited-liability partnership applies to reinstate its right to5-24
transact business but its name has been legally acquired by another5-25
registered limited-liability partnership or any other artificial person5-26
5-27
5-28
name is on file5-29
applying registered limited-liability partnership shall submit in writing to5-30
the secretary of state some other name under which it desires its right to5-31
transact business to be reinstated. If that name is distinguishable from all5-32
other names reserved or otherwise on file ,5-33
secretary of state shall issue to the applying registered limited-liability5-34
partnership a certificate of reinstatement under that new name.5-35
2. If the applying registered limited-liability partnership submits the5-36
written acknowledged consent of the artificial person having the name, or5-37
the person who has reserved the name, that is not distinguishable from the5-38
old name of the applying registered limited-liability partnership or a new5-39
name it has submitted, it may be reinstated under that name.5-40
3. For the purposes of this section, a proposed name is not5-41
5-42
because one or the other contains distinctive lettering, a distinctive mark, a5-43
trade-mark or a trade name, or any combination thereof.6-1
4. The secretary of state may adopt regulations that interpret the6-2
requirements of this section. Sec. 8. NRS 88.320 is hereby amended to read as follows:6-4
88.320 1. The name of a limited partnership as set forth in its6-5
certificate of limited partnership:6-6
(a) Must contain without abbreviation the words "limited partnership";6-7
(b) May not contain the name of a limited partner unless:6-8
(1) It is also the name of a general partner or the corporate name of a6-9
corporate general partner; or6-10
(2) The business of the limited partnership had been carried on under6-11
that name before the admission of that limited partner; and6-12
(c) Must be distinguishable on the records of the secretary of state from6-13
6-14
(1) The names of all other artificial persons6-15
6-16
or qualified pursuant to Title 7 of NRS whose names are on file in the6-17
office of the secretary of state6-18
(2) All names that are reserved in the office of the secretary of state6-19
pursuant to Title 7 of NRS.6-20
If the name on the certificate of limited partnership submitted to the6-21
secretary of state is not so distinguishable ,6-22
secretary of state shall return the certificate to the filer, unless the written6-23
acknowledged consent of the holder of the registered or reserved name to6-24
the use of the same name or the requested similar name6-25
6-26
partnership.6-27
2. For the purposes of this section, a proposed name is not6-28
6-29
because one or the other contains distinctive lettering, a distinctive mark, a6-30
trade-mark or a trade name, or any combination thereof.6-31
3. The name of a limited partnership whose right to transact business6-32
has been forfeited,6-33
is not the surviving limited partnership, or6-34
6-35
terminated is available for use by any other limited partnership or other6-36
artificial person.6-37
4. The secretary of state may adopt regulations that interpret the6-38
requirements of this section. Sec. 9. NRS 88.327 is hereby amended to read as follows:6-40
88.327 1. Except as otherwise provided in subsection 2, if a limited6-41
partnership applies to reinstate its right to transact business but its name has6-42
been legally acquired by another limited partnership or any other artificial6-43
person7-1
7-2
whose name is on file7-3
applying limited partnership shall submit in writing to the secretary of state7-4
some other name under which it desires its right to be reinstated. If that7-5
name is distinguishable from all other names reserved or otherwise on file ,7-6
7-7
limited partnership a certificate of reinstatement under that new name.7-8
2. If the applying limited partnership submits the written acknowledged7-9
consent of the limited partnership or other artificial person having the7-10
name, or the person who has reserved the name, that is not distinguishable7-11
from the old name of the applying limited partnership or a new name it has7-12
submitted, it may be reinstated under that name.7-13
3. For the purposes of this section, a proposed name is not7-14
7-15
because one or the other contains distinctive lettering, a distinctive mark, a7-16
trade-mark or a trade name, or any combination thereof.7-17
4. The secretary of state may adopt regulations that interpret the7-18
requirements of this section.7-19
Sec. 10. This act becomes effective upon passage and approval.~