1-6 professional conduct appropriate to establish and maintain a high standard

1-7 of quality, integrity and dignity in the profession of public accountancy.

1-8 2. In addition to the requirements of chapter 233B of NRS, the board

1-9 shall, at least 60 days before the adoption of any such rule or amendment,

1-10 mail copies of the proposed rule or amendment to each holder of a live

1-11 permit , [issued pursuant to NRS 628.380,] to the address shown in the

1-12 records of the board, together with a notice advising him of the date, time

1-13 and place of the hearing on the proposed rule or amendment and requesting

1-14 that he submit his comments thereon at least 15 days before the hearing.

1-15 The comments are advisory only. Failure by inadvertence or error to mail

1-16 the rule, amendment or notice to each holder of a permit does not affect the

1-17 validity of any rule or amendment if the board has made an effort in good

1-18 faith to mail the notice to all holders of permits.

1-19 3. The board may adopt regulations concerning the professional

2-12 1. Except as otherwise provided in subsection 2 and NRS 628.310, a

2-13 certificate of certified public accountant must be granted by the board to

2-14 any person who:

2-15 [1.] (a) Is a resident of this state or, if not a resident, has designated to

2-16 the board an agent who is a resident for notification and service of process;

2-17 [2.] (b) Is a person [of fiscal integrity] who is without any history of

2-18 acts involving dishonesty or moral turpitude;

2-19 [3. Meets]

2-20 (c) Complies with the requirements of education and experience as

2-21 provided in NRS 628.200; [and

2-22 4. Has passed a written examination selected by the board containing

2-23 the following sections:

2-24 (a) Business law and professional responsibilities;

2-25 (b) Auditing;

2-26 (c) Accounting and reporting, including taxation, managerial accounting

2-27 and auditing for governmental and nonprofit organizations;

2-28 (d) Financial accounting and reporting, including for business

2-29 enterprises; and

2-30 (e) Other related sections that the board determines to be appropriate.]

2-31 (d) Has not been convicted of a felony under the laws of any state or

2-32 of the United States;

2-33 (e) Has submitted to the board a complete set of his fingerprints and

2-34 written permission authorizing the board to forward the fingerprints to

2-35 the central repository for Nevada records of criminal history for

2-36 submission to the Federal Bureau of Investigation for its report; and

2-37 (f) Has passed the examination prescribed by the board.

2-38 2. The board may issue a provisional certificate to an applicant until

3-33 examination prescribed by the board must be conducted by the board [and

3-34 take place as often as the board finds desirable, but not less frequently] not

3-35 less than once each year.

3-36 2. The board shall prescribe by regulation the methods of applying for

3-37 [examination and for] and conducting the examination, including the

3-38 grading of papers and the determination of passing grades. The board may

3-39 [make such use of] use all or any part of the Uniform Certified Public

3-40 Accountants’ Examination and Advisory Grading Service as it deems

4-3 for education or the requirements for experience, or any combination

4-4 thereof, required under NRS 628.190, and may issue a certificate as a

4-5 certified public accountant to any person who is the holder of a certificate

4-6 as a certified public accountant then in effect issued under the laws of any

4-7 state or other jurisdiction of the United States approved by the board,

4-8 constituting a recognized qualification for the practice of public accounting

4-9 comparable to that of a certified public accountant of this state, and who [:

4-10 1. Possesses the qualifications set forth in subsection 3 of NRS

4-11 628.190 which were in effect in this state on the date on which he received

4-12 his original certificate; and

4-13 2. Either possesses the qualifications set forth in subsection 4 of NRS

4-14 628.190, which were in effect in this state on the date on which he received

4-15 his original certificate, or] has:

4-16 (a) Passed an examination that is substantially the same as the

4-17 examination [required by subsection 4 of NRS 628.190;] conducted

4-18 pursuant to NRS 628.230 with a grade that would have been a passing

4-19 grade in this state on the date on which he received his original

4-20 certificate; and

4-21 (b) Experience in the practice of public accountancy, either as a certified

4-22 public accountant or as a staff accountant employed by or under the

4-23 supervision of a person who is a certified public accountant, while holding

4-24 a certificate as a certified public accountant for more than [5] 4 of the 10

4-25 years immediately preceding his making application pursuant to this

4-26 chapter.

4-27 2. The board may waive the examination, the requirements for

4-28 education or the requirements for experience, or any combination

4-29 thereof, under NRS 628.190, and may issue a certificate as a certified

4-30 public accountant to any person who is the holder of an equivalent

4-31 certificate then in effect issued by a foreign country if:

4-32 (a) Persons who are certified as public accountants in this state are

4-33 granted similar privileges by the foreign country in which the applicant is

4-34 certified;

4-35 (b) The applicant’s certificate:

4-36 (1) Was issued by the appropriate authority that regulates the

4-37 practice of public accountancy in the foreign country in which the

4-38 certificate was issued;

4-39 (2) Has not expired or been revoked or suspended; and

4-40 (3) Authorizes the applicant to issue reports upon financial

4-41 statements;

4-42 (c) The requirements for education and examination of the regulatory

5-28 accounting shall register with the board as a corporation of certified public

5-29 accountants and comply with the following requirements:

5-30 (a) The sole purpose and business of the corporation must be to furnish

5-31 to the public services not inconsistent with this chapter or the regulations of

5-32 the board, except that the corporation may invest its money in a manner not

5-33 incompatible with the practice of public accounting.

5-34 (b) [Each shareholder of the corporation must be a certified public

5-35 accountant of some state in good standing, and be principally employed by

5-36 the corporation or actively engaged in its business. No other person may

5-37 have any interest in the stock of the corporation.] The principal officer of

5-38 the corporation and any officer or director having authority over the

5-39 practice of public accounting by the corporation must be a certified public

5-40 accountant of some state in good standing.

5-41 (c) At least one shareholder of the corporation must be a certified public

6-26 public accounting shall register with the board as a limited-liability

6-27 company of certified public accountants and comply with the following

6-28 requirements:

6-29 (a) The sole purpose and business of the limited-liability company must

6-30 be to furnish to the public services not inconsistent with this chapter or the

6-31 regulations of the board, except that the limited-liability company may

6-32 invest its money in a manner not incompatible with the practice of public

6-33 accounting.

6-34 (b) [Each member of the limited-liability company must be a certified

6-35 public accountant of some state in good standing, and be principally

6-36 employed by the limited-liability company or actively engaged in its

6-37 business. No other person may have any interest in the limited-liability

6-38 company.] The manager, if any, of the limited-liability company must be a

6-39 certified public accountant of some state in good standing.

6-40 (c) At least one member of the limited-liability company must be a

6-41 certified public accountant of this state in good standing.

6-42 (d) Each person in charge of an office of the limited-liability company in

7-23 accounting shall register with the board as a corporation of public

7-24 accountants and comply with the following requirements:

7-25 (a) The sole purpose and business of the corporation must be to furnish

7-26 to the public services not inconsistent with this chapter or the regulations of

7-27 the board, except that the corporation may invest its money in a manner not

7-28 incompatible with the practice of public accounting.

7-29 (b) [Each shareholder of the corporation must be a certified public

7-30 accountant in any state or a public accountant of this state in good standing,

7-31 and be principally employed by the corporation or actively engaged in its

7-32 business. No other person may have any interest in the stock of the

7-33 corporation.] The principal officer of the corporation and any officer or

7-34 director having authority over the practice of public accounting by the

7-35 corporation must be a certified public accountant or registered public

7-36 accountant of this state in good standing.

7-37 (c) Each manager in charge of an office of the corporation in this state

7-38 must be a certified public accountant or a registered public accountant of

7-39 this state in good standing.

7-40 (d) In order to facilitate compliance with the provisions of this section

7-41 relating to the ownership of stock, there must be a written agreement

7-42 binding the shareholders or the corporation to purchase any shares offered

8-18 public accounting shall register with the board as a limited-liability

8-19 company of public accountants and comply with the following

8-20 requirements:

8-21 (a) The sole purpose and business of the limited-liability company must

8-22 be to furnish to the public services not inconsistent with this chapter or the

8-23 regulations of the board, except that the limited-liability company may

8-24 invest its money in a manner not incompatible with the practice of public

8-25 accounting.

8-26 (b) [Each member of the limited-liability company must be a certified

8-27 public accountant in any state or a public accountant of this state in good

8-28 standing, and be principally employed by the limited-liability company or

8-29 actively engaged in its business. No other person may have any interest in

8-30 the limited-liability company.] The manager, if any, of the limited-liability

8-31 company must be a certified public accountant or registered public

8-32 accountant of this state in good standing.

8-33 (c) Each person in charge of an office of the limited-liability company in

8-34 this state must be a certified public accountant or a registered public

8-35 accountant of this state in good standing.

8-36 (d) In order to facilitate compliance with the provisions of this section

8-37 relating to the ownership of interests, there must be a written agreement

8-38 binding the members or the limited-liability company to purchase any

8-39 interest offered for sale by, or not under the ownership or effective control

8-40 of, a qualified member.

8-41 (e) The limited-liability company shall comply with other regulations

8-42 pertaining to limited-liability companies practicing public accounting in

9-13 this state must be issued by the board to holders of the certificate of

9-14 certified public accountant issued under NRS 628.190 to 628.310,

9-15 inclusive, and to registered public accountants registered or licensed

9-16 pursuant to NRS 628.350, if all offices of the certificate holder or registrant

9-17 are maintained and registered as required under NRS 628.370, and if the

9-18 certificate holder or registrant has complied with the continuing education

9-19 requirements provided in this chapter and in the board’s regulations.

9-20 2. All permits expire on December 31 of each year and may be

9-21 renewed annually for a period of 1 year by certificate holders and

9-22 registrants in good standing upon payment of an annual renewal fee set by

9-23 the board by regulation.

9-24 3. Failure of a certificate holder or registrant to apply for an annual

9-25 permit to practice [within:

9-26 (a) Three years after the expiration date of the permit to practice last

9-27 obtained or renewed; or

9-28 (b) Three years after the date upon which the certificate holder or

9-29 registrant was granted his certificate or registration, if no permit was ever

9-30 issued to him,] deprives him of the right to a permit, unless the board, in its

9-31 discretion, determines that the failure was caused by excusable neglect.

9-32 4. The board shall adopt a regulation specifying the fee for issuance or

9-33 renewal of a permit more than [3 years] 1 year after the expiration of a

9-34 previous permit or granting of a certificate or registration.

9-35 5. The board may provide by regulation for the placing of certificates

9-36 and registrations in a retired or inactive status. The regulation may provide

9-37 for a procedure for applying for retired or inactive status and for applying

9-38 to return to active status, and must specify fees, if any, to accompany the

9-42 may revoke, or may suspend for a period of not more than 5 years, any

11-8 of incorporation or any certificate of amendment of articles of

11-9 incorporation of any corporation formed pursuant to the laws of this state

11-10 which provides that the name of the corporation contain the word "bank" or

11-11 "trust," unless:

11-12 (a) It appears from the articles or the certificate of amendment that the

11-13 corporation proposes to carry on business as a banking or trust company,

11-14 exclusively or in connection with its business as a bank or savings and loan

11-15 association; and

11-16 (b) The articles or certificate of amendment is first approved by the

11-17 commissioner of financial institutions.

11-18 2. The secretary of state shall not accept for filing any articles of

11-19 incorporation or any certificate of amendment of articles of incorporation

11-20 of any corporation formed pursuant to the provisions of this chapter when it

11-21 appears from the articles or the certificate of amendment that the business

11-22 to be carried on by the corporation is subject to supervision by the

11-23 commissioner of insurance or by the commissioner of financial institutions,

11-24 unless the articles or certificate of amendment is first approved by the

11-25 commissioner who will be supervising the business of the corporation.

11-26 3. Except as otherwise provided in subsection [4,] 5, the secretary of

11-27 state shall not accept for filing any articles of incorporation or any

11-28 certificate or amendment of articles of incorporation of any corporation

11-29 formed pursuant to the laws of this state if the name of the corporation

11-30 contains the words "engineer," "engineered," "engineering," "professional

11-31 engineer" or "licensed engineer" unless:

11-32 (a) The state board of professional engineers and land surveyors certifies

11-33 that the principals of the corporation are licensed to practice engineering

11-34 pursuant to the laws of this state; or

11-35 (b) The state board of professional engineers and land surveyors

11-36 certifies that the corporation is exempt from the prohibitions of NRS

11-37 625.520.

11-38 4. The secretary of state shall not accept for filing any articles of

11-39 incorporation or any certificate of amendment of articles of

11-40 incorporation of any corporation formed pursuant to the laws of this

11-41 state which provides that the name of the corporation contain the words

12-12 [every] each corporation organized pursuant to the laws of another state,

12-13 territory, the District of Columbia, a [dependency] possession of the United

12-14 States or a foreign country, that enters this state to do business must:

12-15 (a) File in the office of the secretary of state of this state:

12-16 (1) A certificate of corporate existence issued not more than 90 days

12-17 before the date of filing by an authorized officer of the jurisdiction of its

12-18 incorporation setting forth the filing of documents and instruments related

12-19 to the articles of incorporation, or the governmental acts or other instrument

12-20 or authority by which the corporation was created. If the certificate is in a

12-21 language other than English, a translation, together with the oath of the

12-22 translator and his attestation of its accuracy, must be attached to the

12-23 certificate.

12-24 (2) A certificate of acceptance of appointment executed by its resident

12-25 agent, who must be a resident or located in this state. The certificate must

12-26 set forth the name of the resident agent, his street address for the service of

12-27 process, and his mailing address if different from his street address. The

12-28 street address of the resident agent is the registered office of the

12-29 corporation in this state.

12-30 (3) A statement executed by an officer of the corporation,

12-31 acknowledged before a person authorized by the laws of the place where

12-32 the acknowledgment is taken to take acknowledgments of deeds, setting

12-33 forth:

12-34 (I) A general description of the purposes of the corporation; and

12-35 (II) The authorized stock of the corporation and the number and

12-36 par value of shares having par value and the number of shares having no

12-37 par value.

12-38 (b) Lodge in the office of the secretary of state a copy of the document

12-39 most recently filed by the corporation in the jurisdiction of its incorporation

12-40 setting forth the authorized stock of the corporation, the number of

12-41 par-value shares and their par value, and the number of no-par-value shares.

12-42 2. The secretary of state shall not file the documents required by

13-34 this chapter any articles of incorporation or any certificate of amendment of

13-35 articles of incorporation of any corporation formed or existing pursuant to

13-36 this chapter if the name of the corporation contains the words "trust,"

13-37 "engineer," "engineered," "engineering," "professional engineer" or

13-38 "licensed engineer."

13-39 2. The secretary of state shall not accept for filing any articles of

13-40 incorporation or any certificate of amendment of articles of incorporation

13-41 of any corporation formed or existing under this chapter when it appears

14-10 provisions of this chapter must contain the words "Limited-Liability

14-11 Company," "Limited Company," or "Limited" or the abbreviations "Ltd.,"

14-12 "L.L.C.," "L.C.," "LLC" or "LC." The word "Company" may be

14-13 abbreviated as "Co."

14-14 2. The name proposed for a limited-liability company must be

14-15 distinguishable from the names of all other artificial persons organized or

14-16 registered under chapter 78, 78A, 80, 81, 82, 84, 86, 87, 88 or 89 of NRS

14-17 whose names are on file in the office of the secretary of state. If a proposed

14-18 name is not so distinguishable, the secretary of state shall return the articles

14-19 of organization to the organizer, unless the written acknowledged consent

14-20 of the holder of the registered name to use the same name or the requested

14-21 similar name accompanies the articles of organization.

14-22 3. For the purposes of this section and NRS 86.176, a proposed name

14-23 is not distinguished from a registered or reserved name solely because one

14-24 or the other contains distinctive lettering, a distinctive mark, a trade-mark

14-25 or a trade name, or any combination of these.

14-26 4. The name of a limited-liability company whose charter has been

14-27 revoked, whose existence has terminated, which has merged and is not the

14-28 surviving company, or which for any other reason is no longer in good

14-29 standing is available for use by any other artificial person.

14-30 5. The secretary of state shall not accept for filing any articles of

14-31 organization for any limited-liability company if the name of the limited-

14-32 liability company contains the words "accountant," "accounting,"

14-33 "auditor" or "auditing" unless the Nevada state board of accountancy

14-34 certifies that the limited-liability company is registered pursuant to the