Senate Bill No. 19–Committee on Judiciary

Prefiled January 18, 1999

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Referred to Committee on Judiciary

 

SUMMARY—Clarifies meaning of "street address" of resident agent. (BDR 7-372)

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 service of process; clarifying the meaning of the term "street address" of a resident agent; 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 78.010 is hereby amended to read as follows:

1-2 78.010 1. As used in this chapter:

1-3 (a) "Approval" and "vote" as describing action by the directors or

1-4 stockholders mean the vote of directors in person or by written consent or of

1-5 stockholders in person, by proxy or by written consent.

1-6 (b) "Articles," "articles of incorporation" and "certificate of

1-7 incorporation" are synonymous terms and unless the context otherwise

1-8 requires, include all certificates filed pursuant to NRS 78.030, 78.195,

1-9 78.209, 78.380, 78.385 and 78.390 and any articles of merger or exchange

1-10 filed pursuant to NRS 92A.200 to 92A.240, inclusive. Unless the context

1-11 otherwise requires, these terms include restated articles and certificates of

1-12 incorporation.

1-13 (c) "Directors" and "trustees" are synonymous terms.

1-14 (d) "Receiver" includes receivers and trustees appointed by a court as

1-15 provided in this chapter or in chapter 32 of NRS.

1-16 (e) "Registered office" means the office maintained at the street address

1-17 of the resident agent.

1-18 (f) "Resident agent" means the agent appointed by the corporation upon

1-19 whom process or a notice or demand authorized by law to be served upon

1-20 the corporation may be served.

2-1 (g) "Stockholder of record" means a person whose name appears on the

2-2 stock ledger of the corporation.

2-3 (h) "Street address" of a resident agent means the actual physical

2-4 location at which a resident agent is available for service of process.

2-5 2. General terms and powers given in this chapter are not restricted by

2-6 the use of special terms, or by any grant of special powers contained in this

2-7 chapter.

2-8 Sec. 2. NRS 80.010 is hereby amended to read as follows:

2-9 80.010 1. Before commencing or doing any business in this state,

2-10 every corporation organized pursuant to the laws of another state, territory,

2-11 the District of Columbia, a dependency of the United States or a foreign

2-12 country, that enters this state to do business must:

2-13 (a) File in the office of the secretary of state of this state:

2-14 (1) A certificate of corporate existence issued not more than 90 days

2-15 before the date of filing by an authorized officer of the jurisdiction of its

2-16 incorporation setting forth the filing of documents and instruments related to

2-17 the articles of incorporation, or the governmental acts or other instrument or

2-18 authority by which the corporation was created. If the certificate is in a

2-19 language other than English, a translation, together with the oath of the

2-20 translator and his attestation of its accuracy, must be attached to the

2-21 certificate.

2-22 (2) A certificate of acceptance of appointment executed by its resident

2-23 agent, who must be a resident or located in this state. The certificate must

2-24 set forth the name of the resident agent, his street address for the service of

2-25 process, and his mailing address if different from his street address. The

2-26 street address of the resident agent is the registered office of the corporation

2-27 in this state.

2-28 (3) A statement executed by an officer of the corporation,

2-29 acknowledged before a person authorized by the laws of the place where the

2-30 acknowledgment is taken to take acknowledgments of deeds, setting forth:

2-31 (I) A general description of the purposes of the corporation; and

2-32 (II) The authorized stock of the corporation and the number and par

2-33 value of shares having par value and the number of shares having no par

2-34 value.

2-35 (b) Lodge in the office of the secretary of state a copy of the document

2-36 most recently filed by the corporation in the jurisdiction of its incorporation

2-37 setting forth the authorized stock of the corporation, the number of par-

2-38 value shares and their par value, and the number of no-par-value shares.

2-39 2. The secretary of state shall not file the documents required by

2-40 subsection 1 for any foreign corporation whose name is the same as, or

2-41 deceptively similar to the name of a corporation, limited partnership or

2-42 limited-liability company existing pursuant to the laws of this state or a

2-43 foreign corporation, foreign limited partnership or foreign limited-liability

3-1 company authorized to transact business in this state or a name to which the

3-2 exclusive right is at the time reserved in the manner provided in the laws of

3-3 this state, unless the written acknowledged consent of the holder of the

3-4 registered or reserved name to use the same name or the requested similar

3-5 name accompanies the articles of incorporation.

3-6 3. The secretary of state shall not accept for filing the documents

3-7 required by subsection 1 or NRS 80.110 for any foreign corporation if the

3-8 name of the corporation contains the words "engineer," "engineered,"

3-9 "engineering," "professional engineer" or "licensed engineer" unless the

3-10 state board of professional engineers and land surveyors certifies that:

3-11 (a) The principals of the corporation are licensed to practice engineering

3-12 pursuant to the laws of this state; or

3-13 (b) The corporation is exempt from the prohibitions of NRS 625.520.

3-14 4. The secretary of state shall not accept for filing the documents

3-15 required by subsection 1 or NRS 80.110 for any foreign corporation if it

3-16 appears from the documents that the business to be carried on by the

3-17 corporation is subject to supervision by the commissioner of financial

3-18 institutions, unless the commissioner certifies that:

3-19 (a) The corporation has obtained the authority required to do business in

3-20 this state; or

3-21 (b) The corporation is not subject to or is exempt from the requirements

3-22 for obtaining such authority.

3-23 5. As used in this section, "street address" of a resident agent means

3-24 the actual physical location at which a resident agent is available for

3-25 service of process.

3-26 Sec. 3. NRS 80.070 is hereby amended to read as follows:

3-27 80.070 1. A foreign corporation may change its resident agent by

3-28 filing with the secretary of state:

3-29 (a) A certificate revoking the appointment of the agent and designating a

3-30 new resident agent, setting forth the name of that agent, his street address

3-31 for the service of process, and his mailing address if different from his street

3-32 address; and

3-33 (b) A certificate of acceptance executed by the new agent.

3-34 2. A person who has been designated by a foreign corporation as

3-35 resident agent may file with the secretary of state a signed statement that he

3-36 is unwilling to continue to act as the agent of the corporation for the service

3-37 of process. The execution of the statement must be acknowledged.

3-38 3. Upon the filing of the statement of resignation with the secretary of

3-39 state, the capacity of the resigning person as resident agent terminates. If the

3-40 statement of resignation is not accompanied by an acknowledged statement

3-41 of the corporation appointing a successor resident agent, the resigning

3-42 resident agent shall give written notice, by mail, to the corporation, of the

4-1 filing of the statement and its effect. The notice must be addressed to any

4-2 officer of the corporation other than the resident agent.

4-3 4. If a resident agent dies, resigns or moves from the state, the

4-4 corporation, within 30 days thereafter, shall file with the secretary of state a

4-5 certificate of acceptance executed by the new resident agent. The certificate

4-6 must set forth the name of the new resident agent, his street address for the

4-7 service of process, and his mailing address if different from his street

4-8 address.

4-9 5. A corporation that fails to file a certificate of acceptance executed by

4-10 a new resident agent within 30 days [of] after the death, resignation or

4-11 removal of its resident agent shall be deemed in default and is subject to the

4-12 provisions of NRS 80.150 and 80.160.

4-13 6. As used in this section, "street address" of a resident agent means

4-14 the actual physical location at which a resident agent is available for

4-15 service of process.

4-16 Sec. 4. NRS 81.040 is hereby amended to read as follows:

4-17 81.040 1. Each corporation formed under NRS 81.010 to 81.160,

4-18 inclusive, must prepare and file articles of incorporation in writing, setting

4-19 forth:

4-20 [1.] (a) The name of the corporation.

4-21 [2.] (b) The purpose for which it is formed.

4-22 [3.] (c) The name of the person designated as the resident agent, the

4-23 street address for the service of process, and the mailing address if different

4-24 from the street address.

4-25 [4.] (d) The term for which it is to exist, which may be perpetual.

4-26 [5.] (e) If formed with stock, the amount of its stock and the number and

4-27 par value, if any, and the shares into which it is divided, and the amount of

4-28 common and of preferred stock that may be issued with the preferences,

4-29 privileges, voting rights, restrictions and qualifications pertaining thereto.

4-30 [6.] (f) The names and addresses of those selected to act as directors, not

4-31 less than three, for the first year or until their successors have been elected

4-32 and have accepted office.

4-33 [7.] (g) Whether the property rights and interest of each member are

4-34 equal or unequal, and if unequal the articles must set forth a general rule

4-35 applicable to all members by which the property rights and interests of each

4-36 member may be determined, but the corporation may admit new members

4-37 who may vote and share in the property of the corporation with the old

4-38 members, in accordance with the general rule.

4-39 [8.] (h) The name and post office box or street address, either residence

4-40 or business, of each of the incorporators executing the articles of

4-41 incorporation.

5-1 2. As used in this section, "street address" of a resident agent means

5-2 the actual physical location at which a resident agent is available for

5-3 service of process.

5-4 Sec. 5. NRS 81.200 is hereby amended to read as follows:

5-5 81.200 1. Every association formed under NRS 81.170 to 81.270,

5-6 inclusive, shall prepare articles of association in writing, setting forth:

5-7 (a) The name of the association.

5-8 (b) The purpose for which it is formed.

5-9 (c) The name of the person designated as the resident agent, the street

5-10 address for service of process, and the mailing address if different from the

5-11 street address.

5-12 (d) The term for which it is to exist, which may be perpetual.

5-13 (e) The number of the directors thereof, and the names and residences of

5-14 those selected for the first year.

5-15 (f) The amount which each member is to pay upon admission as a fee for

5-16 membership, and that each member signing the articles has actually paid the

5-17 fee.

5-18 (g) That the interest and right of each member therein is to be equal.

5-19 (h) The name and post office box or street address, either residence or

5-20 business, of each of the persons executing the articles of association.

5-21 2. The articles of association must be subscribed by the original

5-22 associates or members, and acknowledged by each before some person

5-23 competent to take an acknowledgment of a deed in this state.

5-24 3. The articles so subscribed and acknowledged must be filed, together

5-25 with a certificate of acceptance of appointment executed by the resident

5-26 agent for the association, in the office of the secretary of state, who shall

5-27 furnish a certified copy thereof. From the time of the filing in the office of

5-28 the secretary of state, the association may exercise all the powers for which

5-29 it was formed.

5-30 4. As used in this section, "street address" of a resident agent means

5-31 the actual physical location at which a resident agent is available for

5-32 service of process.

5-33 Sec. 6. NRS 81.440 is hereby amended to read as follows:

5-34 81.440 1. Each corporation formed under NRS 81.410 to 81.540,

5-35 inclusive, shall prepare and file articles of incorporation in writing, setting

5-36 forth:

5-37 [1.] (a) The name of the corporation.

5-38 [2.] (b) The purpose for which it is formed.

5-39 [3.] (c) The name of the person designated as the resident agent, the

5-40 street address for service of process, and the mailing address if different

5-41 from the street address.

5-42 [4.] (d) The term for which it is to exist, which may be perpetual.

6-1 [5.] (e) The number of directors thereof, which must be not less than

6-2 three and which may be any number in excess thereof, and the names and

6-3 residences of those selected for the first year and until their successors have

6-4 been elected and have accepted office.

6-5 [6.] (f) Whether the voting power and the property rights and interest of

6-6 each member are equal or unequal, and if unequal , the articles must set

6-7 forth a general rule applicable to all members by which the voting power

6-8 and the property rights and interests of each member may be determined,

6-9 but the corporation may admit new members who may vote and share in the

6-10 property of the corporation with the old members, in accordance with the

6-11 general rule.

6-12 [7.] (g) The name and post office box or street address, either residence

6-13 or business, of each of the incorporators executing the articles of

6-14 incorporation.

6-15 2. As used in this section, "street address" of a resident agent means

6-16 the actual physical location at which a resident agent is available for

6-17 service of process.

6-18 Sec. 7. Chapter 82 of NRS is hereby amended by adding thereto a new

6-19 section to read as follows:

6-20 "Street address" of a resident agent means the actual physical location

6-21 at which a resident agent is available for service of process.

6-22 Sec. 8. NRS 82.006 is hereby amended to read as follows:

6-23 82.006 As used in this chapter , the words and terms defined in NRS

6-24 82.011 to 82.041, inclusive, and section 7 of this act, have the meanings

6-25 ascribed to them in those sections.

6-26 Sec. 9. NRS 84.030 is hereby amended to read as follows:

6-27 84.030 1. The articles of incorporation must specify:

6-28 [1.] (a) The name of the corporation, which must be the name of the

6-29 person making and subscribing the articles and the title of his office in the

6-30 church or religious society, naming it if desired, and followed by the words

6-31 "and his successors, a corporation sole," or the title of his office in the

6-32 church or religious society, naming it if desired, and followed by the words

6-33 "and his successors, a corporation sole."

6-34 [2.] (b) The object of the corporation.

6-35 [3.] (c) The title of the person making the articles, and the manner in

6-36 which any vacancy occurring in the incumbency of an archbishop, bishop,

6-37 president, trustee in trust, president of stake, president of congregation,

6-38 overseer, presiding elder, district superintendent, other presiding officer or

6-39 clergyman is required by the rules, regulations or discipline of such church,

6-40 society or denomination to be filled.

6-41 [4.] (d) The name of the natural person or corporation designated as the

6-42 corporation’s resident agent, the street address for the service of process,

6-43 and the mailing address if different from the street address.

7-1 2. As used in this section, "street address" of a resident agent means

7-2 the actual physical location at which a resident agent is available for

7-3 service of process.

7-4 Sec. 10. NRS 84.120 is hereby amended to read as follows:

7-5 84.120 1. A resident agent who wishes to resign shall file with the

7-6 secretary of state a signed statement for each corporation sole that he is

7-7 unwilling to continue to act as the agent of the corporation for the service of

7-8 process. The execution of the statement must be acknowledged. A

7-9 resignation is not effective until the signed statement is filed with the

7-10 secretary of state.

7-11 2. The statement of resignation may contain an acknowledged statement

7-12 of the affected corporation sole appointing a successor resident agent for

7-13 that corporation. A certificate of acceptance executed by the new resident

7-14 agent, stating the full name, complete street address and, if different from

7-15 the street address, mailing address of the new resident agent, must

7-16 accompany the statement appointing a successor resident agent.

7-17 3. Upon the filing of the statement of resignation with the secretary of

7-18 state, the capacity of the resigning person as resident agent terminates. If the

7-19 statement of resignation contains no statement by the corporation sole

7-20 appointing a successor resident agent, the resigning resident agent shall

7-21 immediately give written notice, by mail, to the corporation of the filing of

7-22 the statement and its effect. The notice must be addressed to the person in

7-23 whom is vested the legal title to property specified in NRS 84.020.

7-24 4. If a resident agent dies, resigns or removes from the state, the

7-25 corporation sole, within 30 days thereafter, shall file with the secretary of

7-26 state a certificate of acceptance executed by the new resident agent. The

7-27 certificate must set forth the full name and complete street address of the

7-28 new resident agent for the service of process, and may have a separate

7-29 mailing address, such as a post office box, which may be different from the

7-30 street address.

7-31 5. A corporation sole that fails to file a certificate of acceptance

7-32 executed by the new resident agent within 30 days after the death,

7-33 resignation or removal of its former resident agent shall be deemed in

7-34 default and is subject to the provisions of NRS 84.130 and 84.140.

7-35 6. As used in this section, "street address" of a resident agent means

7-36 the actual physical location at which a resident agent is available for

7-37 service of process.

7-38 Sec. 11. Chapter 86 of NRS is hereby amended by adding thereto a

7-39 new section to read as follows:

7-40 "Street address" of a resident agent means the actual physical location

7-41 at which a resident agent is available for service of process.

7-42 Sec. 12. NRS 86.011 is hereby amended to read as follows:

8-1 86.011 As used in this chapter, unless the context otherwise requires,

8-2 the words and terms defined in NRS 86.021 to 86.125, inclusive, and

8-3 section 11 of this act, have the meanings ascribed to them in those sections.

8-4 Sec. 13. NRS 87.020 is hereby amended to read as follows:

8-5 87.020 As used in this chapter, unless the context otherwise requires:

8-6 1. "Bankrupt" includes bankrupt under the Federal Bankruptcy Act or

8-7 insolvent under any state insolvent act.

8-8 2. "Business" includes every trade, occupation or profession.

8-9 3. "Conveyance" includes every assignment, lease, mortgage or

8-10 encumbrance.

8-11 4. "Court" includes every court and judge having jurisdiction in the

8-12 case.

8-13 5. "Professional service" means any type of personal service which may

8-14 legally be performed only pursuant to a license or certificate of registration.

8-15 6. "Real property" includes land and any interest or estate in land.

8-16 7. "Registered limited-liability partnership" means a partnership formed

8-17 pursuant to an agreement governed by this chapter for the purpose of

8-18 rendering a professional service and registered pursuant to and complying

8-19 with NRS 87.440 to 87.560, inclusive.

8-20 8. "Street address" of a resident agent means the actual physical

8-21 location at which a resident agent is available for service of process.

8-22 Sec. 14. NRS 88.315 is hereby amended to read as follows:

8-23 88.315 As used in this chapter, unless the context otherwise requires:

8-24 1. "Certificate of limited partnership" means the certificate referred to

8-25 in NRS 88.350, and the certificate as amended or restated.

8-26 2. "Contribution" means any cash, property, services rendered, or a

8-27 promissory note or other binding obligation to contribute cash or property

8-28 or to perform services, which a partner contributes to a limited partnership

8-29 in his capacity as a partner.

8-30 3. "Event of withdrawal of a general partner" means an event that

8-31 causes a person to cease to be a general partner as provided in NRS 88.450.

8-32 4. "Foreign limited partnership" means a partnership formed under the

8-33 laws of any state other than this state and having as partners one or more

8-34 general partners and one or more limited partners.

8-35 5. "General partner" means a person who has been admitted to a limited

8-36 partnership as a general partner in accordance with the partnership

8-37 agreement and named in the certificate of limited partnership as a general

8-38 partner.

8-39 6. "Limited partner" means a person who has been admitted to a limited

8-40 partnership as a limited partner in accordance with the partnership

8-41 agreement.

9-1 7. "Limited partnership" and "domestic limited partnership" mean a

9-2 partnership formed by two or more persons under the laws of this state and

9-3 having one or more general partners and one or more limited partners.

9-4 8. "Partner" means a limited or general partner.

9-5 9. "Partnership agreement" means any valid agreement, written or oral,

9-6 of the partners as to the affairs of a limited partnership and the conduct of its

9-7 business.

9-8 10. "Partnership interest" means a partner’s share of the profits and

9-9 losses of a limited partnership and the right to receive distributions of

9-10 partnership assets.

9-11 11. "Registered office" means the office maintained at the street address

9-12 of the resident agent.

9-13 12. "Resident agent" means the agent appointed by the limited

9-14 partnership upon whom process or a notice or demand authorized by law to

9-15 be served upon the limited partnership may be served.

9-16 13. "State" means a state, a territory or possession of the United States,

9-17 the District of Columbia or the Commonwealth of Puerto Rico.

9-18 14. "Street address" of a resident agent means the actual physical

9-19 location at which a resident agent is available for service of process.

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