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).

1-1 Section 1. Title 7 of NRS is hereby amended by adding thereto a new

1-3 of this act.

1-4 Sec. 2. As used in this chapter, unless the context otherwise requires,

1-5 the words and terms defined in sections 3 to 12, inclusive, of this act have

1-6 the meanings ascribed to them in those sections.

1-7 Sec. 3. "Beneficial owner" means the owner of a beneficial interest

1-8 in a business trust.

1-9 Sec. 4. "Business trust" means an unincorporated association

1-10 which:

1-11 1. Is created by a trust instrument under which property is held,

1-12 managed, controlled, invested, reinvested or operated, or any

1-13 combination of these, or business or professional activities for profit are

1-14 carried on, by a trustee for the benefit of the persons entitled to a

1-15 beneficial interest in the trust property; and

2-1 2. Files a certificate of trust pursuant to section 15 of this act.

2-2 The term includes, without limitation, a trust of the type known at

2-3 common law as a business trust or Massachusetts trust, a trust qualifying

2-4 as a real estate investment trust pursuant to 26 U.S.C. §§ 856 et seq., as

2-5 amended, or any successor provision, or a trust qualifying as a real estate

2-6 mortgage investment conduit pursuant to 26 U.S.C. § 860D, as amended,

2-7 or any successor provision. The term does not include a corporation as

2-8 that term is defined in 11 U.S.C. § 101(9).

2-9 Sec. 5. "Foreign business trust" means a business trust formed

2-10 pursuant to the laws of a foreign nation or other foreign jurisdiction and

2-11 denominated as such pursuant to those laws.

2-12 Sec. 6. "Governing instrument" means the trust instrument that

2-13 creates a business trust and provides for the governance of its affairs and

2-14 the conduct of its business.

2-15 Sec. 7. "Registered office" means the office of a business trust

2-16 maintained at the street address of its resident agent.

2-17 Sec. 8. "Resident agent" means the agent appointed by a business

2-18 trust upon whom process or a notice or demand authorized by law to be

2-19 served upon the business trust may be served.

2-20 Sec. 9. "Sign" means to affix a signature to a document.

2-21 Sec. 10. "Signature" means a name, word or mark executed or

2-22 adopted by a person with the present intention to authenticate a

2-23 document. The term includes, without limitation, an electronic symbol as

2-24 described in NRS 239.042.

2-25 Sec. 11. "Street address" of a resident agent means the actual

2-26 physical location in this state at which a resident agent is available for

2-27 service of process.

2-28 Sec. 12. "Trustee" means the person or persons appointed as trustee

2-29 in accordance with the governing instrument of a business trust.

2-30 Sec. 13. The provisions of this chapter apply to commerce with

2-31 foreign nations and among the several states. It is the intention of the

2-32 legislature by enactment of this chapter that the legal existence of

2-33 business trusts formed pursuant to this chapter be recognized beyond the

2-34 limits of this state and that, subject to any reasonable requirement of

2-35 registration, any such business trust transacting business outside this

2-36 state be granted protection of full faith and credit pursuant to section 1 of

2-37 article IV of the Constitution of the United States.

2-38 Sec. 14. A business trust may be formed to carry on any lawful

2-39 business or activity.

2-40 Sec. 15. 1. One or more persons may form a business trust by

2-41 executing and filing with the secretary of state a certificate of trust and a

2-42 certificate of acceptance of appointment signed by the resident agent of

2-43 the business trust. The certificate of trust must set forth:

3-1 (a) The name of the business trust;

3-2 (b) The name and the post office box or street address, either

3-3 residence or business, of at least one trustee;

3-4 (c) The name of the person designated as the resident agent for the

3-5 business trust, the street address of the resident agent where process may

3-6 be served upon the business trust and the mailing address of the resident

3-7 agent if different from the street address;

3-8 (d) The name and post office box or street address, either residence or

3-9 business, of each person signing the certificate of trust; and

3-10 (e) Any other information the trustees determine to include.

3-11 2. Upon the filing of the certificate of trust and the certificate of

3-12 acceptance with the secretary of state and the payment to him of the

3-13 required filing fee, the secretary of state shall issue to the business trust a

3-14 certificate that the required documents with the required content have

3-15 been filed. From the date of that filing, the business trust is legally

3-16 formed pursuant to this chapter.

3-17 Sec. 16. 1. A certificate of trust may be amended by filing with the

3-18 secretary of state a certificate of amendment signed by at least one

3-19 trustee. The certificate of amendment must set forth:

3-20 (a) The name of the business trust;

3-21 (b) The date of filing of the original certificate of trust; and

3-22 (c) The amendment to the certificate of trust.

3-23 2. A certificate of trust may be restated by integrating into a single

3-24 instrument all the provisions of the original certificate, and all

3-25 amendments to the certificate, which are then in effect or are to be made

3-26 by the restatement. The restated certificate of trust must be so designated

3-27 in its heading, must be signed by at least one trustee and must set forth:

3-28 (a) The present name of the business trust and, if the name has been

3-29 changed, the name under which the business trust was originally formed;

3-30 (b) The date of filing of the original certificate of trust;

3-31 (c) The provisions of the original certificate of trust, and all

3-32 amendments to the certificate, which are then in effect; and

3-33 (d) Any further amendments to the certificate of trust.

3-34 3. A certificate of trust may be amended or restated at any time for

3-35 any purpose determined by the trustees.

3-36 Sec. 17. 1. The name of a business trust formed pursuant to the

3-37 provisions of this chapter must contain the words "Business Trust" or the

3-38 abbreviation "B.T." or "BT."

3-39 2. The name proposed for a business trust must be distinguishable on

3-40 the records of the secretary of state from the names of all other artificial

3-41 persons formed, organized, registered or qualified pursuant to the

3-42 provisions of this Title that are on file in the office of the secretary of

3-43 state and all names that are reserved in the office of the secretary of state

4-1 pursuant to the provisions of this Title. If a proposed name is not so

4-2 distinguishable, the secretary of state shall return the certificate of trust

4-3 containing it to the signers of the certificate, unless the written,

4-4 acknowledged consent of the holder of the name on file or reserved name

4-5 to use the same name or the requested similar name accompanies the

4-6 certificate.

4-7 3. For the purposes of this section and section 18 of this act, a

4-8 proposed name is not distinguishable from a name on file or reserved

4-9 name solely because one or the other contains distinctive lettering, a

4-10 distinctive mark, a trade-mark or trade name, or any combination of

4-11 these.

4-12 4. The name of a business trust whose certificate of trust has been

4-13 revoked, which has merged and is not the surviving entity or whose

4-14 existence has otherwise terminated is available for use by any other

4-15 artificial person.

4-16 5. The secretary of state may adopt regulations that interpret the

4-17 requirements of this section.

4-18 Sec. 18. 1. The secretary of state, when requested to do so, shall

4-19 reserve, for a period of 90 days, the right to use a name available

4-20 pursuant to section 19 of this act for the use of a proposed business trust.

4-21 During the period, the name so reserved is not available for use or

4-22 reservation by any other artificial person forming, organizing, registering

4-23 or qualifying in the office of the secretary of state pursuant to the

4-24 provisions of this Title without the written, acknowledged consent of the

4-25 person at whose request the reservation was made.

4-26 2. The use by any artificial person of a name in violation of

4-27 subsection 1 or section 17 of this act may be enjoined, even if the

4-28 document under which the artificial person is formed, organized,

4-29 registered or qualified has been filed by the secretary of state.

4-30 Sec. 19. Upon the filing of a certificate of amendment or

4-31 restatement with the secretary of state, or upon the future effective date

4-32 of such a certificate as provided for therein, the certificate of trust is

4-33 amended or restated as set forth. Upon the filing of a certificate of

4-34 cancellation, or articles of merger in which the business trust is not a

4-35 surviving entity, with the secretary of state, or upon the future effective

4-36 date of the certificate or articles, the certificate of trust is canceled.

4-37 Sec. 20. A signature on any certificate authorized to be filed with the

4-38 secretary of state pursuant to a provision of this chapter may be a

4-39 facsimile. The certificate may be filed by telecopy or similar electronic

4-40 transmission, but the secretary of state need not accept the filing if the

4-41 certificate is illegible or otherwise unsuitable for the procedures of his

4-42 office.

5-1 Sec. 21. 1. Except as otherwise provided in the certificate of trust,

5-2 the governing instrument or this chapter, a business trust has perpetual

5-3 existence and may not be terminated or revoked by a beneficial owner or

5-4 other person except in accordance with the certificate of trust or

5-5 governing instrument.

5-6 2. Except as otherwise provided in the certificate of trust or the

5-7 governing instrument, the death, incapacity, dissolution, termination or

5-8 bankruptcy of a beneficial owner does not result in the termination or

5-9 dissolution of a business trust.

5-10 3. An artificial person formed or organized pursuant to the laws of a

5-11 foreign nation or other foreign jurisdiction or the laws of another state

5-12 shall not be deemed to be doing business in this state solely because it is a

5-13 beneficial owner or trustee of a business trust.

5-14 4. The provisions of NRS 662.245 do not apply to the appointment of

5-15 a trustee of a business trust formed pursuant to this chapter.

5-16 Sec. 22. A governing instrument may consist of one or more

5-17 agreements, instruments or other writings and may include or

5-18 incorporate bylaws containing provisions relating to the business of the

5-19 business trust, the conduct of its affairs, and its rights or powers or the

5-20 rights or powers of its trustees, beneficial owners, agents or employees.

5-21 The governing instrument may provide that one or more of the beneficial

5-22 owners may serve as trustee.

5-23 Sec. 23. 1. Except as otherwise provided in the governing

5-24 instrument, a beneficial owner participates in the profits and losses of a

5-25 business trust in the proportion of his beneficial interest to the entire

5-26 beneficial interest. A governing instrument may provide that the business

5-27 trust, or the trustees on its behalf, hold beneficial ownership of income

5-28 earned on securities owned by the business trust.

5-29 2. A creditor of a beneficial owner has no right to obtain possession

5-30 of, or otherwise exercise legal or equitable remedies with respect to,

5-31 property of the business trust.

5-32 3. A beneficial interest in a business trust is personal property

5-33 regardless of the nature of the property of the business trust. Except as

5-34 otherwise provided in the certificate of trust or the governing instrument,

5-35 a beneficial owner has no interest in specific property of the business

5-36 trust.

5-37 4. A beneficial interest in a business trust may be evidenced by the

5-38 issuance of certificates of ownership or by other means set forth in the

5-39 certificate of trust or the governing instrument.

5-40 5. Except as otherwise provided in the certificate of trust or the

5-41 governing instrument, a beneficial interest in a business trust is freely

5-42 transferable.

6-1 6. Except as otherwise provided in the certificate of trust or the

6-2 governing instrument, if a beneficial owner becomes entitled to receive a

6-3 distribution, he has the status of, and is entitled to all remedies available

6-4 to, a creditor of the business trust with respect to the distribution. The

6-5 governing instrument may provide for the establishment of record dates

6-6 with respect to allocations and distributions by a business trust.

6-7 7. The fact of ownership of a beneficial interest in a business trust is

6-8 determined, and the means of evidencing it are set forth, by the

6-9 applicable provisions of the certificate of trust or the governing

6-10 instrument.

6-11 Sec. 24. 1. Except during any period of vacancy described in

6-12 section 27 of this act, a business trust shall have a resident agent who

6-13 resides or is located in this state. A resident agent shall have a street

6-14 address for the service of process and may have a mailing address such

6-15 as a post office box, which may be different from the street address.

6-16 2. A business trust formed pursuant to this chapter that fails or

6-17 refuses to comply with the requirements of this section is subject to a fine

6-18 of not less than $100 nor more than $500, to be recovered with costs by

6-19 the state, before any court of competent jurisdiction, by action at law

6-20 prosecuted by the attorney general or by the district attorney of the

6-21 county in which the action or proceeding to recover the fine is

6-22 prosecuted.

6-23 Sec. 25. 1. Within 30 days after changing the location of his office

6-24 from one address to another in this state, a resident agent shall execute a

6-25 certificate setting forth:

6-26 (a) The names of all the business trusts represented by him;

6-27 (b) The address at which he has maintained the registered office for

6-28 each of those business trusts; and

6-29 (c) The new address to which his office is transferred and at which he

6-30 will maintain the registered office for each of those business trusts.

6-31 2. Upon the filing of the certificate with the secretary of state, the

6-32 registered office of each of the business trusts listed in the certificate is

6-33 located at the new address set forth in the certificate.

6-34 Sec. 26. 1. If the resident agent is a bank or an artificial person

6-35 formed or organized pursuant to this Title, it may:

6-36 (a) Act as the fiscal or transfer agent of a state, municipality, body

6-37 politic or business trust, and in that capacity may receive and disburse

6-38 money.

6-39 (b) Transfer, register and countersign certificates evidencing a

6-40 beneficial owner’s interest in a business trust, bonds or other evidences

6-41 of indebtedness and act as agent of any business trust, foreign or

6-42 domestic, for any purpose required by statute or otherwise.

7-1 2. All legal process and any demand or notice authorized by law to

7-2 be served upon a business trust may be served upon its resident agent in

7-3 the manner provided in subsection 2 of NRS 14.020. If a demand, notice

7-4 or legal process, other than a summons and complaint, cannot be served

7-5 upon the resident agent, it may be served in the manner provided in NRS

7-6 14.030. These manners of service are in addition to any other service

7-7 authorized by law.

7-8 Sec. 27. 1. A resident agent who desires to resign shall file with the

7-9 secretary of state a signed statement for each business trust for which he

7-10 is unwilling to continue to act. A resignation is not effective until the

7-11 signed statement is so filed.

7-12 2. The statement of resignation may contain a statement of the

7-13 affected business trust appointing a successor resident agent. A

7-14 certificate of acceptance executed by the new resident agent, stating the

7-15 full name, complete street address and, if different from the street

7-16 address, mailing address of the new resident agent, must accompany the

7-17 statement appointing a successor resident agent.

7-18 3. Upon the filing of the statement of resignation with the secretary

7-19 of state, the capacity of the resigning person as resident agent terminates.

7-20 If the statement of resignation contains no statement by the business trust

7-21 appointing a successor resident agent, the resigning agent shall

7-22 immediately give written notice, by mail, to the business trust of the filing

7-23 of the statement of resignation and its effect. The notice must be

7-24 addressed to a trustee of the business trust other than the resident agent.

7-25 4. If its resident agent dies, resigns or removes from the state, a

7-26 business trust, within 30 days thereafter, shall file with the secretary of

7-27 state a certificate of acceptance executed by a new resident agent. The

7-28 certificate must set forth the full name and complete street address of the

7-29 new resident agent, and may contain a mailing address, such as a post

7-30 office box, different from the street address.

7-31 5. A business trust that fails to file a certificate of acceptance

7-32 executed by its 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 sections 34 to 37, inclusive, of

7-35 this act.

7-36 Sec. 28. 1. If a business trust formed pursuant to this chapter

7-37 desires to change its resident agent, the change may be effected by filing

7-38 with the secretary of state a certificate of change, signed by at least one

7-39 trustee of the business trust, setting forth:

7-40 (a) The name of the business trust;

7-41 (b) The name and street address of the present resident agent; and

7-42 (c) The name and street address of the new resident agent.

8-1 2. A certificate of acceptance executed by the new resident agent

8-2 must be a part of or attached to the certificate of change.

8-3 3. The change authorized by this section becomes effective upon the

8-4 filing of the certificate of change.

8-5 Sec. 29. 1. A business trust shall keep a copy of the following

8-6 records at its registered office:

8-7 (a) A copy certified by the secretary of state of its certificate of trust

8-8 and all amendments thereto or restatements thereof;

8-9 (b) A copy certified by one of its trustees of its governing instrument

8-10 and all amendments thereto; and

8-11 (c) A ledger or duplicate ledger, revised annually, containing the

8-12 names, alphabetically arranged, of all its beneficial owners, showing

8-13 their places of residence if known. Instead of this ledger, the business

8-14 trust may keep a statement containing the name of the custodian of the

8-15 ledger and the present complete address, including street and number, if

8-16 any, where the ledger is kept.

8-17 2. A business trust shall maintain the records required by subsection

8-18 1 in written form or in another form capable of conversion into written

8-19 form within a reasonable time.

8-20 Sec. 30. 1. A person who has been a beneficial owner of record of

8-21 a business trust for at least 6 months immediately preceding his demand,

8-22 or a person holding, or authorized in writing by the holders of, at least 5

8-23 percent of its beneficial ownership, is entitled, upon at least 5 days’

8-24 written demand, to inspect in person or by agent or attorney, during

8-25 usual business hours, the ledger or duplicate ledger, whether kept in the

8-26 registered office of the business trust or elsewhere, and to make copies

8-27 therefrom.

8-28 2. An inspection authorized by subsection 1 may be denied to a

8-29 beneficial owner or other person upon his refusal to furnish to the

8-30 business trust an affidavit that the inspection is not desired for a purpose

8-31 which is in the interest of a business or object other than the business of

8-32 the business trust and that he has not at any time sold or offered for sale

8-33 any list of beneficial owners of a domestic or foreign business trust,

8-34 stockholders of a domestic or foreign corporation or members of a

8-35 domestic or foreign limited-liability company, or aided or abetted any

8-36 person in procuring such a list for such a purpose.

8-37 Sec. 31. 1. A business trust formed pursuant to this chapter shall

8-38 annually, on or before the last day of the month in which the anniversary

8-39 date of the filing of its certificate of trust with the secretary of state

8-40 occurs, file with the secretary of state on a form furnished by him a list

8-41 signed by at least one trustee containing the name and mailing address of

8-42 its resident agent and at least one trustee. Upon filing the list, the

8-43 business trust shall pay to the secretary of state a fee of $85.

9-1 2. The secretary of state shall, 60 days before the last day for filing

9-2 the annual list required by subsection 1, cause to be mailed to each

9-3 business trust which is required to comply with the provisions of sections

9-4 31 to 37, inclusive, of this act and which has not become delinquent, the

9-5 blank forms to be completed and filed with him. Failure of a business

9-6 trust to receive the forms does not excuse it from the penalty imposed by

9-7 law.

9-8 3. An annual list for a business trust not in default which is received

9-9 by the secretary of state more than 60 days before its due date shall be

9-10 deemed an amended list for the previous year.

9-11 Sec. 32. When the fee for filing the annual list has been paid, the

9-12 canceled check received by the business trust constitutes a certificate

9-13 authorizing it to transact its business within this state until the last day of

9-14 the month in which the anniversary of the filing of its certificate of trust

9-15 occurs in the next succeeding calendar year. If the business trust desires

9-16 a formal certificate upon its payment of the annual fee, its payment must

9-17 be accompanied by a self-addressed, stamped envelope.

9-18 Sec. 33. 1. Each list required to be filed pursuant to the provisions

9-19 of sections 31 to 37, inclusive, of this act must, after the name of each

9-20 trustee listed thereon, set forth his post office box or street address, either

9-21 residence or business.

9-22 2. If the addresses are not stated on a list offered for filing, the

9-23 secretary of state may refuse to file the list, and the business trust for

9-24 which the list has been offered for filing is subject to all the provisions of

9-25 sections 31 to 37, inclusive, of this act relating to failure to file the list

9-26 when or at the times therein specified, unless a list is subsequently

9-27 submitted for filing which conforms to the provisions of those sections.

9-28 Sec. 34. 1. Each business trust required to file the annual list and

9-29 pay the fee prescribed in sections 31 to 37, inclusive, of this act which

9-30 refuses or neglects to do so within the time provided shall be deemed in

9-31 default.

9-32 2. For default, there must be added to the amount of the fee a

9-33 penalty of $15. The fee and penalty must be collected as provided in this

9-34 chapter.

9-35 Sec. 35. 1. The secretary of state shall notify, by letter addressed to

9-36 its resident agent, each business trust deemed in default pursuant to the

9-37 provisions of this chapter. The notice must be accompanied by a

9-38 statement indicating the amount of the filing fee, penalties and costs

9-39 remaining unpaid.

9-40 2. On the first day of the ninth month following the month in which

9-41 the filing was required, the certificate of trust of the business trust is

9-42 revoked and its right to transact business is forfeited.

10-1 3. The secretary of state shall compile a complete list containing the

10-2 names of all business trusts whose right to do business has been forfeited.

10-3 He shall forthwith notify each such business trust, by letter addressed to

10-4 its resident agent, of the revocation of its certificate of trust. The notice

10-5 must be accompanied by a statement indicating the amount of the filing

10-6 fee, penalties and costs remaining unpaid.

10-7 4. If the certificate of trust is revoked and the right to transact

10-8 business is forfeited, all the property and assets of the defaulting business

10-9 trust must be held in trust by its trustees as for insolvent business trusts,

10-10 and the same proceedings may be had with respect thereto as are

10-11 applicable to insolvent business trusts. Any person interested may

10-12 institute proceedings at any time after a forfeiture has been declared, but

10-13 if the secretary of state reinstates the certificate of trust, the proceedings

10-14 must at once be dismissed.

10-15 Sec. 36. 1. Except as otherwise provided in subsection 3, the

10-16 secretary of state shall reinstate a business trust which has forfeited its

10-17 right to transact business pursuant to the provisions of this chapter and

10-18 restore to the business trust its right to carry on business in this state, and

10-19 to exercise its privileges and immunities, if it:

10-20 (a) Files with the secretary of state the list and designation required by

10-21 section 31 of this act; and

10-22 (b) Pays to the secretary of state:

10-23 (1) The annual filing fee and penalty set forth in sections 31 and 34

10-24 of this act for each year or portion thereof during which its certificate of

10-25 trust was revoked; and

10-26 (2) A fee of $50 for reinstatement.

10-27 2. When the secretary of state reinstates the business trust, he shall:

10-28 (a) Immediately issue and deliver to the business trust a certificate of

10-29 reinstatement authorizing it to transact business as if the filing fee had

10-30 been paid when due; and

10-31 (b) Upon demand, issue to the business trust one or more certified

10-32 copies of the certificate of reinstatement.

10-33 3. The secretary of state shall not order a reinstatement unless all

10-34 delinquent fees and penalties have been paid, and the revocation of the

10-35 certificate of trust occurred only by reason of the failure to file the list or

10-36 pay the fees and penalties.

10-37 Sec. 37. 1. Except as otherwise provided in subsection 2, if a

10-38 certificate of trust is revoked pursuant to the provisions of this chapter

10-39 and the name of the business trust has been legally reserved or acquired

10-40 by another artificial person formed, organized, registered or qualified

10-41 pursuant to the provisions of this Title whose name is on file with the

10-42 office of the secretary of state or reserved in the office of the secretary of

10-43 state pursuant to the provisions of this Title, the business trust shall

11-1 submit in writing to the secretary of state some other name under which

11-2 it desires to be reinstated. If that name is distinguishable from all other

11-3 names reserved or otherwise on file, the secretary of state shall issue to

11-4 the business trust a certificate of reinstatement under that new name.

11-5 2. If the defaulting business trust submits the written, acknowledged

11-6 consent of the artificial person using a name, or the person who has

11-7 reserved a name, which is not distinguishable from the old name of the

11-8 business trust or a new name it has submitted, it may be reinstated under

11-9 that name.

11-10 Sec. 38. A business trust formed and existing pursuant to this

11-11 chapter has such powers as are necessary or convenient to effect any of

11-12 the purposes for which the business trust is formed.

11-13 Sec. 39. 1. Except as otherwise provided in this section, the

11-14 certificate of trust or the governing instrument, the business and affairs

11-15 of a business trust must be managed by or under the direction of its

11-16 trustees. To the extent provided in the certificate of trust or the governing

11-17 instrument, any person, including a beneficial owner, may direct the

11-18 trustees or other persons in the management of the business trust.

11-19 2. Except as otherwise provided in the certificate of trust or the

11-20 governing instrument, neither the power to give direction to a trustee or

11-21 other person nor the exercise thereof by any person, including a

11-22 beneficial owner, makes him a trustee. To the extent provided in the

11-23 certificate of trust or the governing instrument, neither the power to give

11-24 direction to a trustee or other person nor the exercise thereof by a person,

11-25 including a beneficial owner, causes him to have duties, fiduciary or

11-26 other, or liabilities relating to the power or its exercise to the business

11-27 trust or a beneficial owner thereof.

11-28 Sec. 40. A governing instrument may contain any provision relating

11-29 to the management or the business or affairs of the business trust and the

11-30 rights, duties and obligations of the trustees, beneficial owners and other

11-31 persons which is not contrary to a provision or requirement of this

11-32 chapter and may:

11-33 1. Provide for classes, groups or series of trustees or beneficial

11-34 owners, or of beneficial interests, having such relative rights, powers and

11-35 duties as the governing instrument provides, and may provide for the

11-36 future creation in the manner provided in the governing instrument of

11-37 additional such classes having such relative rights, powers and duties as

11-38 may from time to time be established, including rights, powers and duties

11-39 senior or subordinate to existing classes, groups or series.

11-40 2. Provide that a person becomes a beneficial owner and bound by

11-41 the governing instrument if he, or his representative authorized orally, in

11-42 writing or by action such as payment for a beneficial interest, complies

12-1 with the conditions for becoming a beneficial owner set forth in the

12-2 governing instrument or any other writing and acquires a beneficial

12-3 interest.

12-4 3. Establish or provide for a designated series of trustees, beneficial

12-5 owners or beneficial interests having separate rights, powers or duties

12-6 with respect to specified property or obligations of the business trust or

12-7 profits and losses associated with specified property or obligations, and,

12-8 to the extent provided in the governing instrument, any such series may

12-9 have a separate business purpose or investment objective.

12-10 4. Provide for the taking of any action, including the amendment of

12-11 the governing instrument, the accomplishment of a merger, the

12-12 appointment of one or more trustees, the sale, lease, transfer, pledge or

12-13 other disposition of all or any part of the assets of the business trust or

12-14 the assets of any series, or the dissolution of the business trust, and the

12-15 creation of a class, group or series of beneficial interests that was not

12-16 previously outstanding, without the vote or approval of any particular

12-17 trustee or beneficial owner or class, group or series of trustees or

12-18 beneficial owners.

12-19 5. Grant to or withhold from all or certain trustees or beneficial

12-20 owners, or a specified class, group or series of trustees or beneficial

12-21 owners, the right to vote, separately or with one or more of the trustees,

12-22 beneficial owners or classes, groups or series thereof, on any matter.

12-23 Voting power may be apportioned per capita, proportionate to financial

12-24 interest, by class, group or series, or on any other basis.

12-25 6. If and to the extent that voting rights are granted under the

12-26 certificate of trust or governing instrument, set forth provisions relating

12-27 to notice of the time, place or purpose of a meeting at which a matter will

12-28 be voted on, waiver of notice, action by consent without a meeting, the

12-29 establishment of record dates, requirement of a quorum, voting in

12-30 person, by proxy or otherwise, or any other matter with respect to the

12-31 exercise of the right to vote.

12-32 7. Provide for the present or future creation of more than one

12-33 business trust, including the creation of a future business trust to which

12-34 all or any part of the assets, liabilities, profits or losses of any existing

12-35 business trust are to be transferred, and for the conversion of beneficial

12-36 interests in an existing business trust, or series thereof, into beneficial

12-37 interests in the separate business trust or a series thereof.

12-38 8. Provide for the appointment, election or engagement, either as

12-39 agents or independent contractors of the business trust or as delegates of

12-40 the trustees, of officers, employees, managers or other persons who may

12-41 manage the business and affairs of the business trust and have such titles

12-42 and relative rights, powers and duties as the governing instrument

13-1 provides. Except as otherwise provided in the governing instrument, the

13-2 trustees shall choose and supervise those officers, managers and other

13-3 persons.

13-4 Sec. 41. To the extent that, at law or in equity, a trustee has duties,

13-5 fiduciary or otherwise, and liabilities relating thereto to a business trust

13-6 or beneficial owner:

13-7 1. If he acts pursuant to a governing instrument, he is not liable to

13-8 the business trust or to a beneficial owner for his reliance in good faith

13-9 on the provisions of the governing instrument; and

13-10 2. His duties and liabilities may be expanded or restricted by

13-11 provisions in the governing instrument.

13-12 Sec. 42. To the extent that, at law or in equity, an officer, employee,

13-13 manager or other person acting pursuant to the certificate of trust or a

13-14 governing instrument has duties, fiduciary or otherwise, and liabilities

13-15 relating thereto to a business trust, beneficial owner or trustee:

13-16 1. If he acts pursuant to a governing instrument, he is not liable to

13-17 the business trust, a beneficial owner or a trustee for his reliance in good

13-18 faith on the provisions of the governing instrument; and

13-19 2. His duties and liabilities may be expanded or restricted by

13-20 provisions in the governing instrument.

13-21 Sec. 43. The debts, liabilities, obligations and expenses incurred,

13-22 contracted for or otherwise existing with respect to a particular series of

13-23 trustees, beneficial owners or beneficial interests are enforceable against

13-24 the assets of only that series only if:

13-25 1. The governing instrument of the business trust creates one or

13-26 more series of trustees, beneficial owners or beneficial interests;

13-27 2. Separate records are maintained for the series;

13-28 3. The assets associated with the series are held and accounted for

13-29 separately from the other assets of the business trust or any other series

13-30 of the business trust and the governing instrument requires separate

13-31 holding and accounting; and

13-32 4. Notice of the limitation on liability of the series is set forth in the

13-33 certificate of trust, or an amendment thereto, filed with the secretary of

13-34 state before the series is established.

13-35 Sec. 44. 1. A contribution of a beneficial owner to a business trust

13-36 may be any tangible or intangible property or benefit to the business

13-37 trust, including cash, a promissory note, services performed, a contract

13-38 for services to be performed, or a security of the business trust. A person

13-39 may become a beneficial owner of a business trust and may receive a

13-40 beneficial interest in a business trust without making, or being obligated

13-41 to make, a contribution to the business trust.

13-42 2. Except as otherwise provided in the certificate of trust or the

13-43 governing instrument, a beneficial owner is obligated to the business

14-1 trust to perform a promise to make a contribution even if he is unable to

14-2 perform because of death, disability or any other reason. If a beneficial

14-3 owner does not make a promised contribution of property or services, he

14-4 is obligated at the option of the business trust to contribute cash equal to

14-5 that portion of the agreed value, as stated in the records of the business

14-6 trust, of the contribution which has not been made. The foregoing option

14-7 is in addition to any other rights, including specific performance, that the

14-8 business trust may have against the beneficial owner under the

14-9 governing instrument or applicable law.

14-10 3. A certificate of trust or governing instrument may provide that the

14-11 interest of a beneficial owner who fails to make a contribution that he is

14-12 obligated to make is subject to specific penalties for, or specified

14-13 consequences of, such failure. The penalty or consequence may take the

14-14 form of reducing or eliminating the defaulting beneficial owner’s

14-15 proportionate interest in the business trust, subordinating that beneficial

14-16 interest to those of nondefaulting owners, a forced sale of the beneficial

14-17 interest, forfeiture of the beneficial interest, the lending by other

14-18 beneficial owners of the amount necessary to meet the defaulter’s

14-19 commitment, a fixing of the value of the beneficial interest by appraisal

14-20 or formula and redemption or sale of the beneficial interest at that value,

14-21 or any other form.

14-22 Sec. 45. 1. Unless otherwise provided in the certificate of trust, the

14-23 governing instrument or an agreement signed by the person to be

14-24 charged, a beneficial owner, trustee, officer, agent, manager or employee

14-25 of a business trust formed pursuant to the laws of this state is not

14-26 personally liable for the debts or liabilities of the business trust.

14-27 2. Except as otherwise provided in the certificate of trust or the

14-28 governing instrument, a trustee acting in that capacity is not personally

14-29 liable to any person other than the business trust or a beneficial owner

14-30 for any act or omission of the business trust or a trustee thereof.

14-31 3. Except as otherwise provided in the certificate of trust or the

14-32 governing instrument, an officer, employee, agent or manager of a

14-33 business trust or another person who manages the business and affairs of

14-34 a business trust, acting in that capacity, is not personally liable to any

14-35 person other than the business trust or a beneficial owner for any act or

14-36 omission of the business trust or a trustee thereof.

14-37 4. Except as otherwise provided in the certificate of trust or the

14-38 governing instrument, a trustee, officer, employee, agent or manager of a

14-39 business trust or another person who manages the business and affairs of

14-40 a business trust is not personally liable to the business trust or a

15-1 beneficial owner for damages for breach of fiduciary duty in such

15-2 capacity except for acts or omissions that involve intentional misconduct,

15-3 fraud or a knowing violation of law.

15-4 Sec. 46. 1. Subject to the standards and restrictions, if any, set

15-5 forth in the certificate of trust or the governing instrument, a business

15-6 trust may indemnify and hold harmless a trustee, beneficial owner or

15-7 other person from and against all claims and demands.

15-8 2. The absence of a provision for indemnity in the certificate of trust

15-9 or governing instrument does not deprive a trustee or beneficial owner of

15-10 any right to indemnity which is otherwise available to him pursuant to

15-11 the laws of this state.

15-12 Sec. 47. A certificate of trust must be canceled upon the completion

15-13 or winding up of the business trust and its termination. A certificate of

15-14 cancellation must be signed by a trustee, filed with the secretary of state,

15-15 and set forth:

15-16 1. The name of the business trust;

15-17 2. The date of filing of its certificate of trust;

15-18 3. A future effective date of the certificate of cancellation, if it is not

15-19 to be effective upon filing, which may not be more than 90 days after the

15-20 certificate is filed; and

15-21 4. Any other information the trustee determines to include.

15-22 Sec. 48. 1. A beneficial owner may maintain an action in the right

15-23 of a business trust to recover a judgment in its favor if trustees having

15-24 authority to do so have refused to bring the action or if an effort to cause

15-25 those trustees to bring the action is unlikely to succeed.

15-26 2. In a derivative action, the plaintiff must be a beneficial owner at

15-27 the time of bringing the action and:

15-28 (a) He must have been a beneficial owner at the time of the

15-29 transaction of which he complains; or

15-30 (b) His status as a beneficial owner must have devolved upon him by

15-31 operation of law or pursuant to a provision of the certificate of trust or

15-32 the governing instrument from a person who was a beneficial owner at

15-33 the time of the transaction.

15-34 3. In a derivative action, the complaint must state with particularity

15-35 the effort, if any, of the plaintiff to cause the trustees to bring the act, or

15-36 the reasons for not making the effort.

15-37 4. If a derivative action is successful, in whole or in part, or if

15-38 anything is received by the business trust through judgment or settlement

15-39 of the action, the court may award the plaintiff reasonable expenses,

15-40 including attorney’s fees. If the plaintiff receives any proceeds of

15-41 judgment or settlement, the court shall make the award of his expenses

15-42 payable from those proceeds and remit the remainder to the business

16-1 trust. If the proceeds received by the plaintiff are less than the expenses

16-2 awarded, the court may direct all or part of the remainder of the award to

16-3 be paid by the business trust.

16-4 5. A beneficial owner’s right to bring a derivative action may be

16-5 subject to additional standards and restrictions set forth in the governing

16-6 instrument, including, without limitation, a requirement that beneficial

16-7 owners of a specified beneficial interest join in the action.

16-8 Sec. 49. 1. Except as otherwise provided in the certificate of trust,

16-9 the governing instrument or this chapter, the laws of this state pertaining

16-10 to trusts apply to a business trust.

16-11 2. In applying the provisions of this chapter, the court shall give the

16-12 greatest effect to the principle of freedom of contract and the

16-13 enforceability of governing instruments.

16-14 Sec. 50. All provisions of this chapter may be altered from time to

16-15 time or repealed, and all rights of business trusts, trustees, beneficial

16-16 owners and other persons are subject to this reservation.

16-17 Sec. 51. The secretary of state shall charge and collect the following

16-18 fees for:

16-19 1. Filing an original certificate of trust, or for registering a foreign

16-20 business trust, $125.

16-21 2. Filing an amendment or restatement, or a combination thereof, to

16-22 a certificate of trust, $75.

16-23 3. Filing a certificate of cancellation, $125.

16-24 4. Certifying a copy of a certificate of trust or an amendment or

16-25 restatement, or a combination thereof, $10 per certification.

16-26 5. Certifying an authorized printed copy of this chapter, $10.

16-27 6. Reserving a name for a business trust, $20.

16-28 7. Executing a certificate of existence of a business trust which does

16-29 not list the previous documents relating to it, or a certificate of change in

16-30 the name of a business trust, $15.

16-31 8. Executing a certificate of existence of a business trust which lists

16-32 the previous documents relating to it, $20.

16-33 9. Filing a statement of change of address of the registered office for

16-34 each business trust, $15.

16-35 10. Filing a statement of change of the registered agent, $15.

16-36 11. Executing, certifying or filing any certificate or document not

16-37 otherwise provided for in this section, $20.

16-38 12. Examining and provisionally approving a document before the

16-39 document is presented for filing, $100.

16-40 13. Copying a document on file with him, for each page, $1.

17-1 Sec. 52. Subject to the constitution of this state:

17-2 1. The laws of the state under which a foreign business trust is

17-3 organized govern its organization and internal affairs and the liability of

17-4 its beneficial owners, trustees, officers, employees or managers; and

17-5 2. A foreign business trust may not be denied registration by reason

17-6 of any difference between those laws and the laws of this state.

17-7 Sec. 53. Before transacting business in this state, a foreign business

17-8 trust shall register with the secretary of state. In order to register, a

17-9 foreign business trust shall submit to the secretary of state an application

17-10 for registration as a foreign business trust, signed by a trustee, and a

17-11 signed certificate of acceptance of a resident agent. The application for

17-12 registration must set forth:

17-13 1. The name of the foreign business trust and, if different, the name

17-14 under which it proposes to register and transact business in this state;

17-15 2. The state and date of its formation;

17-16 3. The name and address of the resident agent whom the foreign

17-17 business trust elects to appoint;

17-18 4. The address of the office required to be maintained in the state of

17-19 its organization by the laws of that state or, if not so required, of the

17-20 principal office of the foreign business trust; and

17-21 5. The name and business address of one trustee.

17-22 Sec. 54. If the secretary of state finds that an application for

17-23 registration conforms to law and all requisite fees have been paid, he

17-24 shall issue a certificate of registration to transact business in this state

17-25 and mail it to the person who filed the application or his representative.

17-26 Sec. 55. A foreign business trust may register with the secretary of

17-27 state under any name, whether or not it is the name under which it is

17-28 registered in its state of organization, which includes the words

17-29 "Business Trust" or the abbreviation "B.T." or "BT" and which could be

17-30 registered by a domestic business trust.

17-31 Sec. 56. A foreign business trust may cancel its registration by filing

17-32 with the secretary of state a certificate of cancellation signed by a trustee.

17-33 The certificate must set forth:

17-34 1. The name of the foreign business trust;

17-35 2. The date upon which its certificate of registration was filed;

17-36 3. The effective date of the cancellation if other than the date of the

17-37 filing of the certificate of cancellation; and

17-38 4. Any other information deemed necessary by the trustee.

17-39 A cancellation does not terminate the authority of the secretary of state to

17-40 accept service of process on the foreign business trust with respect to

17-41 causes of action arising out of the transaction of business in this state.

18-1 Sec. 57. 1. A foreign business trust transacting business in this

18-2 state may not maintain any action, suit or proceeding in any court of this

18-3 state until it has registered in this state.

18-4 2. The failure of a foreign business trust to register in this state does

18-5 not impair the validity of any contract or act of the foreign business trust

18-6 or prevent the foreign business trust from defending any action, suit or

18-7 proceeding in any court of this state.

18-8 3. A foreign business trust, by transacting business in this state

18-9 without registration, appoints the secretary of state as its agent for service

18-10 of process with respect to causes of action arising out of the transaction

18-11 of business in this state.

18-12 Sec. 58. Chapter 78 of NRS is hereby amended by adding thereto a

18-13 new section to read as follows:

18-14 1. Except as otherwise provided in subsection 2 or the articles of

18-15 incorporation, directors and officers confronted with a change or

18-16 potential change in control of the corporation have:

18-17 (a) The duties imposed upon them by subsection 1 of NRS 78.138;

18-18 and

18-19 (b) The benefit of the presumptions established by subsection 3 of that

18-20 section.

18-21 2. If directors and officers take action to resist a change or potential

18-22 change in control of a corporation which impedes the exercise of the

18-23 right of stockholders to vote for or remove directors:

18-24 (a) The directors must have reasonable grounds to believe that a

18-25 threat to corporate policy and effectiveness exists; and

18-26 (b) The action taken which impedes the exercise of the stockholders’

18-27 rights must be reasonable in relation to that threat.

18-28 If those facts are found, the directors and officers have the benefit of the

18-29 presumption established by subsection 3 of NRS 78.138.

18-30 3. The provisions of subsection 2 do not apply to:

18-31 (a) Actions that only affect the time of the exercise of stockholders’

18-32 voting rights; or

18-33 (b) The adoption or execution of plans, arrangements or instruments

18-34 that deny rights, privileges, power or authority to a holder of a specified

18-35 number or fraction of shares or fraction of voting power.

18-36 4. The provisions of subsections 2 and 3 do not permit directors or

18-37 officers to abrogate any right conferred by statute or the articles of

18-38 incorporation.

18-39 5. Directors may resist a change or potential change in control of the

18-40 corporation if the directors by a majority vote of a quorum determine that

18-41 the change or potential change is opposed to or not in the best interest of

18-42 the corporation:

19-1 (a) Upon consideration of the interests of the corporation’s

19-2 stockholders and any of the matters set forth in subsection 4 of NRS

19-3 78.138; or

19-4 (b) Because the amount or nature of the indebtedness and other

19-5 obligations to which the corporation or any successor to the property of

19-6 either may become subject, in connection with the change or potential

19-7 change in control, provides reasonable grounds to believe that, within a

19-8 reasonable time:

19-9 (1) The assets of the corporation or any successor would be or

19-10 become less than its liabilities;

19-11 (2) The corporation or any successor would be or become insolvent;

19-12 or

19-13 (3) Any voluntary or involuntary proceeding pursuant to the federal

19-14 bankruptcy laws concerning the corporation or any successor would be

19-15 commenced by any person.

19-16 Sec. 59. NRS 78.010 is hereby amended to read as follows:

19-17 78.010 1. As used in this chapter:

19-18 (a) "Approval" and "vote" as describing action by the directors or

19-19 stockholders mean the vote of directors in person or by written consent or

19-20 of stockholders in person, by proxy or by written consent.

19-21 (b) "Articles," "articles of incorporation" and "certificate of

19-22 incorporation" are synonymous terms and unless the context otherwise

19-23 requires, include all certificates filed pursuant to NRS 78.030, [78.195,]

19-24 78.1955, 78.209, 78.380, 78.385 and 78.390 and any articles of merger or

19-25 exchange filed pursuant to NRS 92A.200 to 92A.240, inclusive. Unless the

19-26 context otherwise requires, these terms include restated articles and

19-27 certificates of incorporation.

19-28 (c) "Directors" and "trustees" are synonymous terms.

19-29 (d) "Receiver" includes receivers and trustees appointed by a court as

19-30 provided in this chapter or in chapter 32 of NRS.

19-31 (e) "Registered office" means the office maintained at the street address

19-32 of the resident agent.

19-33 (f) "Resident agent" means the agent appointed by the corporation upon

19-34 whom process or a notice or demand authorized by law to be served upon

19-35 the corporation may be served.

19-36 (g) "Sign" means to affix a signature to a document.

19-37 (h) "Signature" means a name, word or mark executed or adopted by

19-38 a person with the present intention to authenticate a document. The term

19-39 includes, without limitation, an electronic symbol as described in NRS

19-40 239.042.

19-41 (i) "Stockholder of record" means a person whose name appears on the

19-42 stock ledger of the corporation.

20-1 (j) "Street address" of a resident agent means the actual physical

20-2 location in this state at which a resident agent is available for service of

20-3 process.

20-4 2. General terms and powers given in this chapter are not restricted by

20-5 the use of special terms, or by any grant of special powers contained in this

20-6 chapter.

20-7 Sec. 60. NRS 78.029 is hereby amended to read as follows:

20-8 78.029 [An incorporator or] Before the issuance of stock an

20-15 the original document as requested.]

20-16 Sec. 61. NRS 78.030 is hereby amended to read as follows:

20-17 78.030 1. One or more persons may establish a corporation for the

20-28 them for correction.

20-29 Sec. 62. NRS 78.035 is hereby amended to read as follows:

20-30 78.035 The articles of incorporation must set forth:

20-43 and the number of shares of each class or series which the corporation is

21-1 authorized to issue, unless the articles authorize the board of directors to fix

21-2 and determine in a resolution the classes, series and numbers of each class

21-3 or series as provided in NRS 78.195 and 78.196.

21-4 4. [Whether the members of the governing board are styled as directors

21-5 or trustees of the corporation, and the] The number, names and post office

21-6 box or street addresses, either residence or business, of the first board of

21-7 directors or trustees, together with any desired provisions relative to the

21-8 right to change the number of directors as provided in NRS 78.115.

21-9 5. The name and post office box or street address, either residence or

21-10 business of each of the incorporators executing the articles of

21-11 incorporation.

21-12 Sec. 63. NRS 78.039 is hereby amended to read as follows:

21-13 78.039 1. The name proposed for a corporation must be

21-34 for use by any other artificial person.

21-35 4. The secretary of state may adopt regulations that interpret the

21-36 requirements of this section.

21-37 Sec. 64. NRS 78.040 is hereby amended to read as follows:

21-38 78.040 1. The secretary of state, when requested so to do, shall

21-39 reserve, for a period of 90 days, the right to use any name available under

21-40 NRS 78.039, for the use of any proposed corporation. During the period, a

21-41 name so reserved is not available for use or reservation by any

21-42 [corporation, limited partnership or limited-liability company without the]

21-43 other artificial person forming, organizing, registering or qualifying in

22-1 the office of the secretary of state pursuant to the provisions of this Title

22-2 without the written, acknowledged consent of the person at whose request

22-3 the reservation was made.

22-4 2. The use by any [corporation, limited partnership or limited-liability

22-5 company] other artificial person of a name in violation of subsection 1 or

22-6 NRS 78.039 [or subsection 1 of this section] may be enjoined,

22-7 [notwithstanding the fact that the articles of incorporation or organization

22-8 of the corporation or limited-liability company, or the certificate of limited

22-9 partnership, may have] even if the document under which the artificial

22-10 person is formed, organized, registered or qualified has been filed by the

22-11 secretary of state.

22-12 Sec. 65. NRS 78.097 is hereby amended to read as follows:

22-13 78.097 1. A resident agent who desires to resign shall file with the

22-14 secretary of state a signed statement for each corporation that he is

22-15 unwilling to continue to act as the agent of the corporation for the service

22-16 of process. [The execution of the statement must be acknowledged.] A

22-17 resignation is not effective until the signed statement is filed with the

22-18 secretary of state.

22-19 2. The statement of resignation may contain [an acknowledged] a

22-20 statement of the affected corporation appointing a successor resident agent

22-21 for that corporation. A certificate of acceptance executed by the new

22-22 resident agent, stating the full name, complete street address and, if

22-23 different from the street address, mailing address of the new resident agent,

22-24 must accompany the statement appointing a successor resident agent.

22-25 3. Upon the filing of the statement of resignation with the secretary of

22-26 state the capacity of the resigning person as resident agent terminates. If the

22-27 statement of resignation contains no statement by the corporation

22-28 appointing a successor resident agent, the resigning resident agent shall

22-29 immediately give written notice, by mail, to the corporation of the filing of

22-30 the statement and its effect. The notice must be addressed to any officer of

22-31 the corporation other than the resident agent.

22-32 4. If a resident agent dies, resigns or removes from the state, the

22-33 corporation, within 30 days thereafter, shall file with the secretary of state a

22-34 certificate of acceptance executed by the new resident agent. The certificate

22-35 must set forth the full name and complete street address of the new resident

22-36 agent for the service of process, and may have a separate mailing address,

22-37 such as post office box, which may be different from the street address.

22-38 5. A corporation that fails to file a certificate of acceptance executed

22-39 by the new resident agent within 30 days after the death, resignation or

22-40 removal of its former resident agent shall be deemed in default and is

22-41 subject to the provisions of NRS 78.170 and 78.175.

23-1 Sec. 66. NRS 78.110 is hereby amended to read as follows:

23-2 78.110 1. If a corporation created pursuant to this chapter desires to