Senate Bill No. 122–Committee on Judiciary

(On Behalf of Secretary of State)

February 4, 1999

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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 [omitted material] is material to be omitted. Green numbers along left margin indicate location on the printed bill (e.g., 5-15 indicates page 5, line 15).

 

AN ACT relating to names of business entities; amending the provisions governing similar names of 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. NRS 78.039 is hereby amended to read as follows:

1-2 78.039 1. The name proposed for a corporation must be

1-3 distinguishable on the records of the secretary of state from [the names of

1-4 all] :

1-5 (a) The names of all other artificial persons [organized or registered

1-6 under chapter 78, 78A, 80, 81, 82, 84, 86, 87, 88 or 89] formed, registered

1-7 or qualified pursuant to Title 7 of NRS whose names are on file in the

1-8 office of the secretary of state [.] ; and

1-9 (b) All names that are reserved in the office of the secretary of state

1-10 pursuant to Title 7 of NRS.

1-11 If a proposed name is not so distinguishable, the secretary of state shall

1-12 return the articles of incorporation containing the proposed name to the

1-13 incorporator, unless the written acknowledged consent of the holder of the

1-14 registered or reserved name to use the same name or the requested similar

1-15 name accompanies the articles of incorporation.

2-1 2. For the purposes of this section and NRS 78.040, a proposed name

2-2 is not [distinguished] distinguishable from a registered or reserved name

2-3 solely because one or the other contains distinctive lettering, a distinctive

2-4 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 The name of a corporation whose charter has been revoked, [whose

2-6 existence has terminated,] which has merged and is not the surviving

2-7 corporation, or [which for any other reason is no longer in good standing in

2-8 this state] whose existence has otherwise been terminated is available for

2-9 use by any other artificial person.

2-10 4. The secretary of state may adopt regulations that interpret the

2-11 requirements of this section.

2-12 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 a

2-14 corporation applies to reinstate or revive its charter but its name has been

2-15 legally acquired by another corporation or other artificial person organized

2-16 or registered [under chapter 78, 78A, 80, 81, 82, 84, 86, 87, 88 or 89]

2-17 pursuant to Title 7 of NRS whose name is on file [and in good standing]

2-18 with the secretary of state, the corporation shall in its application for

2-19 reinstatement submit in writing to the secretary of state some other name

2-20 under which it desires its corporate existence to be reinstated or revived. If

2-21 that name is distinguishable from all other names reserved or otherwise on

2-22 file , [and in good standing,] the secretary of state shall issue to the

2-23 applying corporation a certificate of reinstatement or revival under that new

2-24 name.

2-25 2. If the applying corporation submits the written acknowledged

2-26 consent of the artificial person having a name, or the person who has

2-27 reserved a name, which is not distinguishable from the old name of the

2-28 applying corporation or a new name it has submitted, it may be reinstated

2-29 or revived under that name.

2-30 3. For the purposes of this section, a proposed name is not

2-31 [distinguished] distinguishable from a name used or reserved solely

2-32 because one or the other contains distinctive lettering, a distinctive mark, a

2-33 trade-mark or a trade name , or any combination of those.

2-34 4. The secretary of state may adopt regulations that interpret the

2-35 requirements of this section.

2-36 Sec. 3. NRS 82.096 is hereby amended to read as follows:

2-37 82.096 1. The name [of] proposed for a corporation must be

2-38 distinguishable on the records of the secretary of state from [the names of

2-39 all] :

2-40 (a) The names of all other artificial persons [organized or registered

2-41 under chapter 78, 78A, 80, 81, 82, 84, 86, 87, 88 or 89] formed, registered

2-42 or qualified pursuant to Title 7 of NRS whose names are on file in the

2-43 office of the secretary of state [.] ; and

3-1 (b) All names that are reserved in the office of the secretary of state

3-2 pursuant to Title 7 of NRS.

3-3 If a proposed name is not so distinguishable, the secretary of state shall

3-4 return the articles of incorporation containing it to the incorporator, unless

3-5 the written acknowledged consent of the holder of the registered or

3-6 reserved name to use the same name or the requested similar name

3-7 accompanies the articles of incorporation.

3-8 2. For the purposes of this section and NRS 82.101, a proposed name

3-9 is not [distinguished] distinguishable from a registered or reserved name

3-10 solely because one or the other contains distinctive lettering, a distinctive

3-11 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, [whose

3-13 existence has terminated,] which has merged and is not the surviving

3-14 corporation, or [which for any other reason is no longer in good standing in

3-15 this state] whose existence has otherwise been terminated is available for

3-16 use by any other artificial person.

3-17 4. The secretary of state may adopt regulations that interpret the

3-18 requirements of this section.

3-19 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 the

3-21 provisions of this chapter must contain the words "Limited-Liability

3-22 Company," "Limited Company," or "Limited" or the abbreviations "Ltd.,"

3-23 "L.L.C.," "L.C.," "LLC" or "LC." The word "Company" may be

3-24 abbreviated as "Co."

3-25 2. The name proposed for a limited-liability company must be

3-26 distinguishable on the records of the secretary of state from [the names of

3-27 all] :

3-28 (a) The names of all other artificial persons [organized or registered

3-29 under chapter 78, 78A, 80, 81, 82, 84, 86, 87, 88 or 89] formed, registered

3-30 or qualified pursuant to Title 7 of NRS whose names are on file in the

3-31 office of the secretary of state [.] ; and

3-32 (b) All names that are reserved in the office of the secretary of state

3-33 pursuant to Title 7 of NRS.

3-34 If a proposed name is not so distinguishable, the secretary of state shall

3-35 return the articles of organization to the organizer, unless the written

3-36 acknowledged consent of the holder of the registered name to use the same

3-37 name or the requested similar name accompanies the articles of

3-38 organization.

3-39 3. For the purposes of this section and NRS 86.176, a proposed name

3-40 is not [distinguished] distinguishable from a registered or reserved name

3-41 solely because one or the other contains distinctive lettering, a distinctive

3-42 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 been

4-2 revoked, [whose existence has terminated,] which has merged and is not the

4-3 surviving company, or [which for any other reason is no longer in good

4-4 standing] whose existence has otherwise been terminated is available for

4-5 use by any other artificial person.

4-6 5. The secretary of state may adopt regulations that interpret the

4-7 requirements of this section.

4-8 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 been

4-11 legally acquired or reserved by another limited-liability company or other

4-12 artificial person organized or registered [under chapter 78, 78A, 80, 81, 82,

4-13 84, 86, 87, 88 or 89] pursuant to Title 7 of NRS whose name is on file

4-14 [and in good standing] with the secretary of state, the company shall submit

4-15 in writing to the secretary of state some other name under which it desires

4-16 its existence to be reinstated. If that name is distinguishable from all other

4-17 names reserved or otherwise on file , [and in good standing,] the secretary

4-18 of state shall issue to the applying limited-liability company a certificate of

4-19 reinstatement under that new name.

4-20 2. If the applying limited-liability company submits the written

4-21 acknowledged consent of the artificial person having the name, or the

4-22 person reserving the name, which is not distinguishable from the old name

4-23 of the applying company or a new name it has submitted, it may be

4-24 reinstated under that name.

4-25 3. For the purposes of this section, a proposed name is not

4-26 [distinguished] distinguishable from a name used or reserved solely

4-27 because one or the other contains distinctive lettering, a distinctive mark, a

4-28 trade-mark or a trade name , or any combination of those.

4-29 4. The secretary of state may adopt regulations that interpret the

4-30 requirements of this section.

4-31 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 must

4-33 contain the words "Limited-Liability Partnership" or "Registered Limited-

4-34 Liability Partnership" or the abbreviation "L.L.P." or "LLP" as the last

4-35 words or letters of the name and must be distinguishable from [the names of

4-36 all] :

4-37 (a) The names of all other artificial persons [organized or registered

4-38 under chapter 78, 78A, 80, 81, 82, 84, 86, 87, 88 or 89] formed, registered

4-39 or qualified pursuant to Title 7 of NRS whose names are on file in the

4-40 office of the secretary of state [.] ; and

5-1 (b) All names that are reserved in the office of the secretary of state

5-2 pursuant to Title 7 of NRS.

5-3 If the name of the registered limited-liability partnership on a certificate of

5-4 registration of limited-liability partnership submitted to the secretary of

5-5 state is not distinguishable from a name on file, the secretary of state shall

5-6 return the certificate to the person who signed it unless the written

5-7 acknowledged consent of the holder of the registered name or reserved

5-8 name to use the name accompanies the certificate.

5-9 2. For the purposes of this section, a proposed name is not

5-10 [distinguished] distinguishable from a registered or reserved name solely

5-11 because one or the other contains distinctive lettering, a distinctive mark, a

5-12 trade-mark or a trade name, or any combination of these.

5-13 3. The name of a registered limited-liability partnership whose right to

5-14 transact business has been forfeited, [whose existence has terminated,]

5-15 which has merged and is not the surviving partnership, or [which for any

5-16 other reason is no longer in good standing in this state] whose existence

5-17 has otherwise been terminated is available for use by any other registered

5-18 limited-liability partnership or other artificial person.

5-19 4. The secretary of state may adopt regulations that interpret the

5-20 requirements of this section.

5-21 Sec. 7. NRS 87.455 is hereby amended to read as follows:

5-22 87.455 1. Except as otherwise provided in subsection 2, if a

5-23 registered limited-liability partnership applies to reinstate its right to

5-24 transact business but its name has been legally acquired by another

5-25 registered limited-liability partnership or any other artificial person

5-26 [organized or registered under chapter 78, 78A, 80, 81, 82, 84, 86, 87, 88

5-27 or 89] formed, registered or qualified pursuant to Title 7 of NRS whose

5-28 name is on file [and in good standing] with the secretary of state, the

5-29 applying registered limited-liability partnership shall submit in writing to

5-30 the secretary of state some other name under which it desires its right to

5-31 transact business to be reinstated. If that name is distinguishable from all

5-32 other names reserved or otherwise on file , [and in good standing,] the

5-33 secretary of state shall issue to the applying registered limited-liability

5-34 partnership a certificate of reinstatement under that new name.

5-35 2. If the applying registered limited-liability partnership submits the

5-36 written acknowledged consent of the artificial person having the name, or

5-37 the person who has reserved the name, that is not distinguishable from the

5-38 old name of the applying registered limited-liability partnership or a new

5-39 name it has submitted, it may be reinstated under that name.

5-40 3. For the purposes of this section, a proposed name is not

5-41 [distinguished] distinguishable from a name used or reserved solely

5-42 because one or the other contains distinctive lettering, a distinctive mark, a

5-43 trade-mark or a trade name, or any combination thereof.

6-1 4. The secretary of state may adopt regulations that interpret the

6-2 requirements of this section.

6-3 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 its

6-5 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 a

6-9 corporate general partner; or

6-10 (2) The business of the limited partnership had been carried on under

6-11 that name before the admission of that limited partner; and

6-12 (c) Must be distinguishable on the records of the secretary of state from

6-13 [the names of all] :

6-14 (1) The names of all other artificial persons [organized or registered

6-15 under chapter 78, 78A, 80, 81, 82, 84, 86, 87, 88 or 89] formed, registered

6-16 or qualified pursuant to Title 7 of NRS whose names are on file in the

6-17 office of the secretary of state [.] ; and

6-18 (2) All names that are reserved in the office of the secretary of state

6-19 pursuant to Title 7 of NRS.

6-20 If the name on the certificate of limited partnership submitted to the

6-21 secretary of state is not so distinguishable , [from any name on file,] the

6-22 secretary of state shall return the certificate to the filer, unless the written

6-23 acknowledged consent of the holder of the registered or reserved name to

6-24 the use of the same name or the requested similar name [of the holder of

6-25 the registered or reserved name] accompanies the certificate of limited

6-26 partnership.

6-27 2. For the purposes of this section, a proposed name is not

6-28 [distinguished] distinguishable from a registered or reserved name solely

6-29 because one or the other contains distinctive lettering, a distinctive mark, a

6-30 trade-mark or a trade name, or any combination thereof.

6-31 3. The name of a limited partnership whose right to transact business

6-32 has been forfeited, [whose existence has terminated,] which has merged and

6-33 is not the surviving limited partnership, or [which for any other reason is no

6-34 longer in good standing in this state] whose existence has otherwise been

6-35 terminated is available for use by any other limited partnership or other

6-36 artificial person.

6-37 4. The secretary of state may adopt regulations that interpret the

6-38 requirements of this section.

6-39 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 limited

6-41 partnership applies to reinstate its right to transact business but its name has

6-42 been legally acquired by another limited partnership or any other artificial

6-43 person [organized or registered under chapter 78, 78A, 80, 81, 82, 84, 86,

7-1 87, 88 or 89] formed, registered or qualified pursuant to Title 7 of NRS

7-2 whose name is on file [and in good standing] with the secretary of state, the

7-3 applying limited partnership shall submit in writing to the secretary of state

7-4 some other name under which it desires its right to be reinstated. If that

7-5 name is distinguishable from all other names reserved or otherwise on file ,

7-6 [and in good standing,] the secretary of state shall issue to the applying

7-7 limited partnership a certificate of reinstatement under that new name.

7-8 2. If the applying limited partnership submits the written acknowledged

7-9 consent of the limited partnership or other artificial person having the

7-10 name, or the person who has reserved the name, that is not distinguishable

7-11 from the old name of the applying limited partnership or a new name it has

7-12 submitted, it may be reinstated under that name.

7-13 3. For the purposes of this section, a proposed name is not

7-14 [distinguished] distinguishable from a name used or reserved solely

7-15 because one or the other contains distinctive lettering, a distinctive mark, a

7-16 trade-mark or a trade name, or any combination thereof.

7-17 4. The secretary of state may adopt regulations that interpret the

7-18 requirements of this section.

7-19 Sec. 10. This act becomes effective upon passage and approval.

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