Senate Bill No. 19–Committee on Judiciary

CHAPTER........

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.

1-21 (g) "Stockholder of record" means a person whose name appears on the

1-22 stock ledger of the corporation.

1-23 (h) "Street address" of a resident agent means the actual physical

1-24 location in this state at which a resident agent is available for service of

1-25 process.

1-26 2. General terms and powers given in this chapter are not restricted by

1-27 the use of special terms, or by any grant of special powers contained in this

1-28 chapter.

1-29 Sec. 2. NRS 80.010 is hereby amended to read as follows:

1-30 80.010 1. Before commencing or doing any business in this state,

1-31 every corporation organized pursuant to the laws of another state, territory,

1-32 the District of Columbia, a dependency of the United States or a foreign

1-33 country, that enters this state to do business must:

1-34 (a) File in the office of the secretary of state of this state:

1-35 (1) A certificate of corporate existence issued not more than 90 days

1-36 before the date of filing by an authorized officer of the jurisdiction of its

1-37 incorporation setting forth the filing of documents and instruments related to

2-1 the articles of incorporation, or the governmental acts or other instrument or

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

2-3 language other than English, a translation, together with the oath of the

2-4 translator and his attestation of its accuracy, must be attached to the

2-5 certificate.

2-6 (2) A certificate of acceptance of appointment executed by its resident

2-7 agent, who must be a resident or located in this state. The certificate must

2-8 set forth the name of the resident agent, his street address for the service of

2-9 process, and his mailing address if different from his street address. The

2-10 street address of the resident agent is the registered office of the corporation

2-11 in this state.

2-12 (3) A statement executed by an officer of the corporation,

2-13 acknowledged before a person authorized by the laws of the place where the

2-14 acknowledgment is taken to take acknowledgments of deeds, setting forth:

2-15 (I) A general description of the purposes of the corporation; and

2-16 (II) The authorized stock of the corporation and the number and par

2-17 value of shares having par value and the number of shares having no par

2-18 value.

2-19 (b) Lodge in the office of the secretary of state a copy of the document

2-20 most recently filed by the corporation in the jurisdiction of its incorporation

2-21 setting forth the authorized stock of the corporation, the number of par-

2-22 value shares and their par value, and the number of no-par-value shares.

2-23 2. The secretary of state shall not file the documents required by

2-24 subsection 1 for any foreign corporation whose name is the same as, or

2-25 deceptively similar to the name of a corporation, limited partnership or

2-26 limited-liability company existing pursuant to the laws of this state or a

2-27 foreign corporation, foreign limited partnership or foreign limited-liability

2-28 company authorized to transact business in this state or a name to which the

2-29 exclusive right is at the time reserved in the manner provided in the laws of

2-30 this state, unless the written acknowledged consent of the holder of the

2-31 registered or reserved name to use the same name or the requested similar

2-32 name accompanies the articles of incorporation.

2-33 3. The secretary of state shall not accept for filing the documents

2-34 required by subsection 1 or NRS 80.110 for any foreign corporation if the

2-35 name of the corporation contains the words "engineer," "engineered,"

2-36 "engineering," "professional engineer" or "licensed engineer" unless the

2-37 state board of professional engineers and land surveyors certifies that:

2-38 (a) The principals of the corporation are licensed to practice engineering

2-39 pursuant to the laws of this state; or

2-40 (b) The corporation is exempt from the prohibitions of NRS 625.520.

2-41 4. The secretary of state shall not accept for filing the documents

2-42 required by subsection 1 or NRS 80.110 for any foreign corporation if it

2-43 appears from the documents that the business to be carried on by the

2-44 corporation is subject to supervision by the commissioner of financial

2-45 institutions, unless the commissioner certifies that:

3-1 (a) The corporation has obtained the authority required to do business in

3-2 this state; or

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

3-4 for obtaining such authority.

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

3-6 the actual physical location in this state at which a resident agent is

3-7 available for service of process.

3-8 Sec. 3. NRS 80.070 is hereby amended to read as follows:

3-9 80.070 1. A foreign corporation may change its resident agent by

3-10 filing with the secretary of state:

3-11 (a) A certificate revoking the appointment of the agent and designating a

3-12 new resident agent, setting forth the name of that agent, his street address

3-13 for the service of process, and his mailing address if different from his street

3-14 address; and

3-15 (b) A certificate of acceptance executed by the new agent.

3-16 2. A person who has been designated by a foreign corporation as

3-17 resident agent may file with the secretary of state a signed statement that he

3-18 is unwilling to continue to act as the agent of the corporation for the service

3-19 of process. The execution of the statement must be acknowledged.

3-20 3. Upon the filing of the statement of resignation with the secretary of

3-21 state, the capacity of the resigning person as resident agent terminates. If the

3-22 statement of resignation is not accompanied by an acknowledged statement

3-23 of the corporation appointing a successor resident agent, the resigning

3-24 resident agent shall give written notice, by mail, to the corporation, of the

3-25 filing of the statement and its effect. The notice must be addressed to any

3-26 officer of the corporation other than the resident agent.

3-27 4. If a resident agent dies, resigns or moves from the state, the

3-28 corporation, within 30 days thereafter, shall file with the secretary of state a

3-29 certificate of acceptance executed by the new resident agent. The certificate

3-30 must set forth the name of the new resident agent, his street address for the

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

3-32 address.

3-33 5. A corporation that fails to file a certificate of acceptance executed by

3-34 a new resident agent within 30 days [of] after the death, resignation or Green numbers along left 3-35 margin indicate location on the printed bill (e.g., 5-15 indicates page 5, line 15).

3-36 removal of its resident agent shall be deemed in default and is subject to the

3-37 provisions of NRS 80.150 and 80.160.

3-38 6. As used in this section, "street address" of a resident agent means

3-39 the actual physical location in this state at which a resident agent is

3-40 available for service of process.

3-41 Sec. 4. NRS 81.040 is hereby amended to read as follows:

3-42 81.040 1. Each corporation formed under NRS 81.010 to 81.160,

3-43 inclusive, must prepare and file articles of incorporation in writing, setting

3-44 forth:

3-45 [1.] (a) The name of the corporation.

3-46 [2.] (b) The purpose for which it is formed

3-47 .

4-1 [3.] (c) The name of the person designated as the resident agent, the

4-2 street address for the service of process, and the mailing address if different

4-3 from the street address.

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

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

4-6 par value, if any, and the shares into which it is divided, and the amount of

4-7 common and of preferred stock that may be issued with the preferences,

4-8 privileges, voting rights, restrictions and qualifications pertaining thereto.

4-9 [6.] (f) The names and addresses of those selected to act as directors, not

4-10 less than three, for the first year or until their successors have been elected

4-11 and have accepted office.

4-12 [7.] (g) Whether the property rights and interest of each member are

4-13 equal or unequal, and if unequal the articles must set forth a general rule

4-14 applicable to all members by which the property rights and interests of each

4-15 member may be determined, but the corporation may admit new members

4-16 who may vote and share in the property of the corporation with the old

4-17 members, in accordance with the general rule.

4-18 [8.] (h) The name and post office box or street address, either residence

4-19 or business, of each of the incorporators executing the articles of

4-20 incorporation.

4-21 2. As used in this section, "street address" of a resident agent means

4-22 the actual physical location in this state at which a resident agent is

4-23 available for service of process.

4-24 Sec. 5. NRS 81.200 is hereby amended to read as follows:

4-25 81.200 1. Every association formed under NRS 81.170 to 81.270,

4-26 inclusive, shall prepare articles of association in writing, setting forth:

4-27 (a) The name of the association.

4-28 (b) The purpose for which it is formed.

4-29 (c) The name of the person designated as the resident agent, the street

4-30 address for service of process, and the mailing address if different from the

4-31 street address.

4-32 (d) The term for which it is to exist, which may be perpetual.

4-33 (e) The number of the directors thereof, and the names and residences of

4-34 those selected for the first year.

4-35 (f) The amount which each member is to pay upon admission as a fee for

4-36 membership, and that each member signing the articles has actually paid the

4-37 fee.

4-38 (g) That the interest and right of each member therein is to be equal.

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

4-40 business, of each of the persons executing the articles of association.

4-41 2. The articles of association must be subscribed by the original

4-42 associates or members, and acknowledged by each before some person

4-43 competent to take an acknowledgment of a deed in this state.

4-44 3. The articles so subscribed and acknowledged must be filed, together

4-45 with a certificate of acceptance of appointment executed by the resident

4-46 agent for the association, in the office of the secretary of state, who shall

5-1 furnish a certified copy thereof. From the time of the filing in the office of

5-2 the secretary of state, the association may exercise all the powers for which

5-3 it was formed.

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

5-5 the actual physical location in this state at which a resident agent is

5-6 available for service of process.

5-7 Sec. 6. NRS 81.440 is hereby amended to read as follows:

5-8 81.440 1. Each corporation formed under NRS 81.410 to 81.540,

5-9 inclusive, shall prepare and file articles of incorporation in writing, setting

5-10 forth:

5-11 [1.] (a) The name of the corporation.

5-12 [2.] (b) The purpose for which it is formed.

5-13 [3.] (c) The name of the person designated as the resident agent, the

5-14 street address for service of process, and the mailing address if different

5-15 from the street address.

5-16 [4.] (d) The term for which it is to exist, which may be perpetual.

5-17 [5.] (e) The number of directors thereof, which must be not less than

5-18 three and which may be any number in excess thereof, and the names and

5-19 residences of those selected for the first year and until their successors have

5-20 been elected and have accepted office.

5-21 [6.] (f) Whether the voting power and the property rights and interest of

5-22 each member are equal or unequal, and if unequal , the articles must set

5-23 forth a general rule applicable to all members by which the voting power

5-24 and the property rights and interests of each member may be determined,

5-25 but the corporation may admit new members who may vote and share in the

5-26 property of the corporation with the old members, in accordance with the

5-27 general rule.

5-28 [7.] (g) The name and post office box or street address, either residence

5-29 or business, of each of the incorporators executing the articles of

5-30 incorporation.

5-31 2. As used in this section, "street address" of a resident agent means

5-32 the actual physical location in this state at which a resident agent is

5-33 available for service of process.

5-34 Sec. 7. Chapter 82 of NRS is hereby amended by adding thereto a new

5-35 section to read as follows:

5-36 "Street address" of a resident agent means the actual physical location

5-37 in this state at which a resident agent is available for service of process.

5-38 Sec. 8. NRS 82.006 is hereby amended to read as follows:

5-39 82.006 As used in this chapter , the words and terms defined in NRS

5-40 82.011 to 82.041, inclusive, and section 7 of this act, have the meanings

5-41 ascribed to them in those sections.

5-42 Sec. 9. NRS 84.030 is hereby amended to read as follows:

5-43 84.030 1. The articles of incorporation must specify:

5-44 [1.] (a) The name of the corporation, which must be the name of the

5-45 person making and subscribing the articles and the title of his office in the

5-46 church or religious society, naming it if desired, and followed by the words

6-1 "and his successors, a corporation sole," or the title of his office in the

6-2 church or religious society, naming it if desired, and followed by the words

6-3 "and his successors, a corporation sole."

6-4 [2.] (b) The object of the corporation.

6-5 [3.] (c) The title of the person making the articles, and the manner in

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

6-7 president, trustee in trust, president of stake, president of congregation,

6-8 overseer, presiding elder, district superintendent, other presiding officer or

6-9 clergyman is required by the rules, regulations or discipline of such church,

6-10 society or denomination to be filled.

6-11 [4.] (d) The name of the natural person or corporation designated as the

6-12 corporation’s resident agent, the street address for the service of process,

6-13 and the mailing address if different from the street address.

6-14 2. As used in this section, "street address" of a resident agent means

6-15 the actual physical location in this state at which a resident agent is

6-16 available for service of process.

6-17 Sec. 10. NRS 84.120 is hereby amended to read as follows:

6-18 84.120 1. A resident agent who wishes to resign shall file with the

6-19 secretary of state a signed statement for each corporation sole that he is

6-20 unwilling to continue to act as the agent of the corporation for the service of

6-21 process. The execution of the statement must be acknowledged. A

6-22 resignation is not effective until the signed statement is filed with the

6-23 secretary of state.

6-24 2. The statement of resignation may contain an acknowledged statement

6-25 of the affected corporation sole appointing a successor resident agent for

6-26 that corporation. A certificate of acceptance executed by the new resident

6-27 agent, stating the full name, complete street address and, if different from

6-28 the street address, mailing address of the new resident agent, must

6-29 accompany the statement appointing a successor resident agent.

6-30 3. Upon the filing of the statement of resignation with the secretary of

6-31 state, the capacity of the resigning person as resident agent terminates. If the

6-32 statement of resignation contains no statement by the corporation sole

6-33 appointing a successor resident agent, the resigning resident agent shall

6-34 immediately give written notice, by mail, to the corporation of the filing of

6-35 the statement and its effect. The notice must be addressed to the person in

6-36 whom is vested the legal title to property specified in NRS 84.020.

6-37 4. If a resident agent dies, resigns or removes from the state, the

6-38 corporation sole, within 30 days thereafter, shall file with the secretary of

6-39 state a certificate of acceptance executed by the new resident agent. The

6-40 certificate must set forth the full name and complete street address of the

6-41 new resident agent for the service of process, and may have a separate

6-42 mailing address, such as a post office box, which may be different from the

6-43 street address.

7-1 5. A corporation sole that fails to file a certificate of acceptance

7-2 executed by the new resident agent within 30 days after the death,

7-3 resignation or removal of its former resident agent shall be deemed in

7-4 default and is subject to the provisions of NRS 84.130 and 84.140.

7-5 6. As used in this section, "street address" of a resident agent means

7-6 the actual physical location in this state at which a resident agent is

7-7 available for service of process.

7-8 Sec. 11. Chapter 86 of NRS is hereby amended by adding thereto a

7-9 new section to read as follows:

7-10 "Street address" of a resident agent means the actual physical location

7-11 in this state at which a resident agent is available for service of process.

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

7-13 86.011 As used in this chapter, unless the context otherwise requires,

7-14 the words and terms defined in NRS 86.021 to 86.125, inclusive, and

7-15 section 11 of this act, have the meanings ascribed to them in those sections.

7-16 Sec. 13. NRS 87.020 is hereby amended to read as follows:

7-17 87.020 As used in this chapter, unless the context otherwise requires:

7-18 1. "Bankrupt" includes bankrupt under the Federal Bankruptcy Act or

7-19 insolvent under any state insolvent act.

7-20 2. "Business" includes every trade, occupation or profession.

7-21 3. "Conveyance" includes every assignment, lease, mortgage or

7-22 encumbrance.

7-23 4. "Court" includes every court and judge having jurisdiction in the

7-24 case.

7-25 5. "Professional service" means any type of personal service which may

7-26 legally be performed only pursuant to a license or certificate of registration.

7-27 6. "Real property" includes land and any interest or estate in land.

7-28 7. "Registered limited-liability partnership" means a partnership formed

7-29 pursuant to an agreement governed by this chapter for the purpose of

7-30 rendering a professional service and registered pursuant to and complying

7-31 with NRS 87.440 to 87.560, inclusive.

7-32 8. "Street address" of a resident agent means the actual physical

7-33 location in this state at which a resident agent is available for service of

7-34 process.

7-35 Sec. 14. NRS 88.315 is hereby amended to read as follows:

7-36 88.315 As used in this chapter, unless the context otherwise requires:

7-37 1. "Certificate of limited partnership" means the certificate referred to

7-38 in NRS 88.350, and the certificate as amended or restated.

7-39 2. "Contribution" means any cash, property, services rendered, or a

7-40 promissory note or other binding obligation to contribute cash or property

7-41 or to perform services, which a partner contributes to a limited partnership

7-42 in his capacity as a partner.

7-43 3. "Event of withdrawal of a general partner" means an event that

7-44 causes a person to cease to be a general partner as provided in NRS 88.450.

8-1 4. "Foreign limited partnership" means a partnership formed under the

8-2 laws of any state other than this state and having as partners one or more

8-3 general partners and one or more limited partners.

8-4 5. "General partner" means a person who has been admitted to a limited

8-5 partnership as a general partner in accordance with the partnership

8-6 agreement and named in the certificate of limited partnership as a general

8-7 partner.

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

8-9 partnership as a limited partner in accordance with the partnership

8-10 agreement.

8-11 7. "Limited partnership" and "domestic limited partnership" mean a

8-12 partnership formed by two or more persons under the laws of this state and

8-13 having one or more general partners and one or more limited partners.

8-14 8. "Partner" means a limited or general partner.

8-15 9. "Partnership agreement" means any valid agreement, written or oral,

8-16 of the partners as to the affairs of a limited partnership and the conduct of its

8-17 business.

8-18 10. "Partnership interest" means a partner’s share of the profits and

8-19 losses of a limited partnership and the right to receive distributions of

8-20 partnership assets.

8-21 11. "Registered office" means the office maintained at the street address

8-22 of the resident agent.

8-23 12. "Resident agent" means the agent appointed by the limited

8-24 partnership upon whom process or a notice or demand authorized by law to

8-25 be served upon the limited partnership may be served.

8-26 13. "State" means a state, a territory or possession of the United States,

8-27 the District of Columbia or the Commonwealth of Puerto Rico.

8-28 14. "Street address" of a resident agent means the actual physical

8-29 location in this state at which a resident agent is available for service of

8-30 process.

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