requires two-thirds majority vote (§ 80)                                                 

                                                                                                  

 

Assembly Bill No. 617–Committee on Judiciary

 

March 26, 2001

____________

 

Referred to Committee on Judiciary

 

SUMMARY—Requires certain persons to be certified to act as resident agents. (BDR 7‑15)

 

FISCAL NOTE:    Effect on Local Government: Yes.

                                 Effect on the State: Yes.

 

~

 

EXPLANATION – Matter in bolded italics is new; matter between brackets [omitted material] is material to be omitted.

 

AN ACT relating to resident agents; revising provisions governing the requirements for appointing a resident agent; creating the state resident agents’ board; providing for the powers and duties of the board; establishing requirements for certification as a certified resident agent; providing for the regulation and discipline of such certificate holders; prohibiting certain persons from acting as a resident agent without a certificate; providing a penalty; 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 78.035 is hereby amended to read as follows:

1-2    78.035  The articles of incorporation must set forth:

1-3    1.  The name of the corporation. A name appearing to be that of a

1-4  natural person and containing a given name or initials must not be used as a

1-5  corporate name except with an additional word or words such as

1-6  “Incorporated,” “Limited,” “Inc.,” “Ltd.,” “Company,” “Co.,”

1-7  “Corporation,” “Corp.,” or other word which identifies it as not being a

1-8  natural person.

1-9    2.  The name of the person designated as the corporation’s resident

1-10  agent, the street address of the resident agent where process may be served

1-11  upon the corporation, [and] the mailing address of the resident agent if

1-12  different from the street address[.] and, if the resident agent is a certified

1-13  resident agent pursuant to sections 59 to 89, inclusive, of this act, the

1-14  number of his certificate.

1-15    3.  The number of shares the corporation is authorized to issue and, if

1-16  more than one class or series of stock is authorized, the classes, the series

1-17  and the number of shares of each class or series which the corporation is

1-18  authorized to issue, unless the articles authorize the board of directors to

1-19  fix and determine in a resolution the classes, series and numbers of each

1-20  class or series as provided in NRS 78.195 and 78.196.

2-1    4.  The number, names , and post office box or street addresses, either

2-2  residence or business, of the first board of directors or trustees, together

2-3  with any desired provisions relative to the right to change the number of

2-4  directors as provided in NRS 78.115.

2-5    5.  The name and post office box or street address, either residence or

2-6  business , of each of the incorporators executing the articles of

2-7  incorporation.

2-8    Sec. 2.  NRS 78.045 is hereby amended to read as follows:

2-9    78.045  1.  The secretary of state shall not accept for filing any articles

2-10  of incorporation or any certificate of amendment of articles of

2-11  incorporation of any corporation formed pursuant to the laws of this state

2-12  which provides that the name of the corporation contains the word “bank”

2-13  or “trust,” unless:

2-14    (a) It appears from the articles or the certificate of amendment that the

2-15  corporation proposes to carry on business as a banking or trust company,

2-16  exclusively or in connection with its business as a bank or savings and loan

2-17  association; and

2-18    (b) The articles or certificate of amendment is first approved by the

2-19  commissioner of financial institutions.

2-20    2.  The secretary of state shall not accept for filing any articles of

2-21  incorporation or any certificate of amendment of articles of incorporation

2-22  of any corporation formed pursuant to the provisions of this chapter if it

2-23  appears from the articles or the certificate of amendment that the business

2-24  to be carried on by the corporation is subject to supervision by the

2-25  commissioner of insurance or by the commissioner of financial institutions,

2-26  unless the articles or certificate of amendment is approved by the

2-27  commissioner who will supervise the business of the corporation.

2-28    3.  Except as otherwise provided in subsection [5,] 6 , the secretary of

2-29  state shall not accept for filing any articles of incorporation or any

2-30  certificate or amendment of articles of incorporation of any corporation

2-31  formed pursuant to the laws of this state if the name of the corporation

2-32  contains the words “engineer,” “engineered,” “engineering,” “professional

2-33  engineer” “registered engineer” or “licensed engineer” unless:

2-34    (a) The state board of professional engineers and land surveyors

2-35  certifies that the principals of the corporation are licensed to practice

2-36  engineering pursuant to the laws of this state; or

2-37    (b) The state board of professional engineers and land surveyors

2-38  certifies that the corporation is exempt from the prohibitions of NRS

2-39  625.520.

2-40    4.  The secretary of state shall not accept for filing any articles of

2-41  incorporation or any certificate of amendment of articles of incorporation

2-42  of any corporation formed pursuant to the laws of this state which provides

2-43  that the name of the corporation contains the words “accountant,”

2-44  “accounting,” “accountancy,” “auditor” or “auditing” unless the Nevada

2-45  state board of accountancy certifies that the corporation:

2-46    (a) Is registered pursuant to the provisions of chapter 628 of NRS; or

2-47    (b) Has filed with the Nevada state board of accountancy under penalty

2-48  of perjury a written statement that the corporation is not engaged in the

3-1  practice of accounting and is not offering to practice accounting in this

3-2  state.

3-3    5.  The secretary of state shall not accept for filing any articles of

3-4  incorporation or any certificate of amendment of articles of

3-5  incorporation of any corporation formed pursuant to the laws of this

3-6  state which provides that the name of the corporation contains the words

3-7  “certified resident agent” or the abbreviation “C.R.A.” unless the state

3-8  resident agents’ board certifies that the corporation is certified as a

3-9  resident agent pursuant to the provisions of sections 59 to 89, inclusive,

3-10  of this act.

3-11    6.  The provisions of subsection 3 do not apply to any corporation,

3-12  whose securities are publicly traded and regulated by the Securities

3-13  Exchange Act of 1934, which does not engage in the practice of

3-14  professional engineering.

3-15    [6.] 7. The commissioner of financial institutions and the

3-16  commissioner of insurance may approve or disapprove the articles or

3-17  amendments referred to them pursuant to the provisions of this section.

3-18    Sec. 3.  NRS 78.095 is hereby amended to read as follows:

3-19    78.095  1.  Within 30 days after changing the location of his office

3-20  from one address to another in this state, a resident agent shall execute a

3-21  certificate setting forth:

3-22    (a) The names of all the corporations represented by the resident agent;

3-23    (b) The address at which the resident agent has maintained the

3-24  registered office for each of such corporations; [and]

3-25    (c) The new address to which the resident agency will be transferred

3-26  and at which the resident agent will thereafter maintain the registered

3-27  office for each of the corporations recited in the certificate[.] ; and

3-28    (d) If the resident agent is a certified resident agent pursuant to

3-29  sections 59 to 89, inclusive, of this act, the number of his certificate.

3-30    2.  Upon the filing of the certificate in the office of the secretary of

3-31  state , the registered office in this state of each of the corporations recited

3-32  in the certificate is located at the new address of the resident agent thereof

3-33  as set forth in the certificate.

3-34    Sec. 4.  NRS 78.097 is hereby amended to read as follows:

3-35    78.097  1.  A resident agent who desires to resign shall file with the

3-36  secretary of state a signed statement for each corporation that he is

3-37  unwilling to continue to act as the agent of the corporation for the service

3-38  of process. A resignation is not effective until the signed statement is filed

3-39  with the secretary of state. A notice from the state resident agents’ board

3-40  of the suspension or revocation of the certificate of a resident agent

3-41  pursuant to sections 59 to 89, inclusive, of this act shall be deemed to be

3-42  a signed statement of resignation for the resident agent named in the

3-43  notice and must be filed upon receipt by the secretary of state.

3-44    2.  The statement of resignation may contain a statement of the affected

3-45  corporation appointing a successor resident agent for that corporation. A

3-46  certificate of acceptance executed by the new resident agent, stating the full

3-47  name, complete street address and, if different from the street address,

3-48  mailing address of the new resident agent, must accompany the statement

3-49  appointing a successor resident agent. If the new resident agent is a

4-1  certified resident agent pursuant to sections 59 to 89, inclusive, of this

4-2  act, the certificate of acceptance must contain the number of his

4-3  certificate.

4-4    3.  Upon the filing of the statement of resignation with the secretary of

4-5  state , the capacity of the resigning person as resident agent terminates. If

4-6  the statement of resignation contains no statement by the corporation

4-7  appointing a successor resident agent, the resigning resident agent shall

4-8  immediately give written notice, by mail, to the corporation of the filing of

4-9  the statement and its effect. The notice must be addressed to any officer of

4-10  the corporation other than the resident agent.

4-11    4.  If a resident agent dies, resigns [or removes] , moves from the state

4-12  [,] or is a certified resident agent whose certificate has been suspended or

4-13  revoked pursuant to sections 59 to 89, inclusive, of this act, the

4-14  corporation, within 30 days thereafter, shall file with the secretary of state a

4-15  certificate of acceptance executed by the new resident agent. The

4-16  certificate must set forth the full name and complete street address of the

4-17  new resident agent for the service of process, and may have a separate

4-18  mailing address, such as a post office box, which may be different from the

4-19  street address. If the new resident agent is a certified resident agent

4-20  pursuant to sections 59 to 89, inclusive, of this act, the certificate of

4-21  acceptance must contain the number of his certificate.

4-22    5.  A corporation that fails to file a certificate of acceptance executed

4-23  by the new resident agent within 30 days after the death, resignation , [or]

4-24  removal , suspension or revocation of its former resident agent shall be

4-25  deemed in default and is subject to the provisions of NRS 78.170 and

4-26  78.175.

4-27    Sec. 5.  NRS 78.110 is hereby amended to read as follows:

4-28    78.110  1.  If a corporation created pursuant to this chapter desires to

4-29  change its resident agent, the change may be effected by filing with the

4-30  secretary of state a certificate of change signed by an officer of the

4-31  corporation which sets forth:

4-32    (a) The name of the corporation;

4-33    (b) The name and street address of its present resident agent; and

4-34    (c) The name and street address of the new resident agent.

4-35    2.  The new resident agent’s certificate of acceptance must be a part of

4-36  or attached to the certificate of change[.] , and if the new resident agent is

4-37  a certified resident agent pursuant to sections 59 to 89, inclusive, of this

4-38  act, the certificate of acceptance must contain the certificate number of

4-39  the new resident agent.

4-40    3.  A change authorized by this section becomes effective upon the

4-41  filing of the certificate of change.

4-42    Sec. 6.  NRS 78.403 is hereby amended to read as follows:

4-43    78.403  1.  A corporation may restate, or amend and restate, in a

4-44  single certificate the entire text of its articles of incorporation as amended

4-45  by filing with the secretary of state a certificate entitled “Restated Articles

4-46  of Incorporation of ................,” which must set forth the articles as

4-47  amended to the date of the certificate. If the certificate alters or amends the

4-48  articles in any manner, it must comply with the provisions of this chapter

4-49  governing such amendments and must be accompanied by:

5-1    (a) A resolution; or

5-2    (b) A form prescribed by the secretary of state,

5-3  setting forth which provisions of the articles of incorporation on file with

5-4  the secretary of state are being altered or amended.

5-5    2.  If the certificate does not alter or amend the articles, it must be

5-6  signed by the president or vice president and the secretary or assistant

5-7  secretary of the corporation and state that they have been authorized to

5-8  execute the certificate by resolution of the board of directors adopted on

5-9  the date stated, and that the certificate correctly sets forth the text of the

5-10  articles of incorporation as amended to the date of the certificate.

5-11    3.  The following may be omitted from the restated articles:

5-12    (a) The names, addresses, signatures and acknowledgments of the

5-13  incorporators;

5-14    (b) The names and addresses of the members of the past and present

5-15  boards of directors; and

5-16    (c) The name , [and] address and, if the resident agent is a certified

5-17  resident agent pursuant to sections 59 to 89, inclusive, of this act, the

5-18  number of the certificate of the resident agent.

5-19    4.  Whenever a corporation is required to file a certified copy of its

5-20  articles, in lieu thereof it may file a certified copy of the most recent

5-21  certificate restating its articles as amended, subject to the provisions of

5-22  subsection 2, together with certified copies of all certificates of amendment

5-23  filed subsequent to the restated articles and certified copies of all

5-24  certificates supplementary to the original articles.

5-25    Sec. 7.  NRS 78.730 is hereby amended to read as follows:

5-26    78.730  1.  Any corporation which did exist or is existing under the

5-27  laws of this state may, upon complying with the provisions of NRS 78.180,

5-28  procure a renewal or revival of its charter for any period, together with all

5-29  the rights, franchises, privileges and immunities, and subject to all its

5-30  existing and preexisting debts, duties and liabilities secured or imposed by

5-31  its original charter and amendments thereto, or existing charter, by filing:

5-32    (a) A certificate with the secretary of state, which must set forth:

5-33      (1) The name of the corporation, which must be the name of the

5-34  corporation at the time of the renewal or revival, or its name at the time its

5-35  original charter expired.

5-36      (2) The name of the person designated as the resident agent of the

5-37  corporation, his street address for the service of process, [and] his mailing

5-38  address if different from his street address[.] and, if the resident agent is a

5-39  certified resident agent pursuant to sections 59 to 89, inclusive, of this

5-40  act, the number of his certificate.

5-41      (3) The date when the renewal or revival of the charter is to

5-42  commence or be effective, which may be, in cases of a revival, before the

5-43  date of the certificate.

5-44      (4) Whether or not the renewal or revival is to be perpetual[,] and, if

5-45  not perpetual, the time for which the renewal or revival is to continue.

5-46      (5) That the corporation desiring to renew or revive its charter is, or

5-47  has been, organized and carrying on the business authorized by its existing

5-48  or original charter and amendments thereto, and desires to renew or

6-1  continue through revival its existence pursuant to and subject to the

6-2  provisions of this chapter.

6-3    (b) A list of its president, secretary and treasurer and all of its directors

6-4  and their post office box or street addresses, either residence or business.

6-5    2.  A corporation whose charter has not expired and is being renewed

6-6  shall cause the certificate to be signed by its president or vice president and

6-7  secretary or assistant secretary. The certificate must be approved by a

6-8  majority of the voting power of the shares.

6-9    3.  A corporation seeking to revive its original or amended charter shall

6-10  cause the certificate to be signed by a person or persons designated or

6-11  appointed by the stockholders of the corporation. The execution and filing

6-12  of the certificate must be approved by the written consent of stockholders

6-13  of the corporation holding at least a majority of the voting power and must

6-14  contain a recital that this consent was secured. If no stock has been issued,

6-15  the certificate must contain a statement of that fact, and a majority of the

6-16  directors then in office may designate the person to sign the certificate. The

6-17  corporation shall pay to the secretary of state the fee required to establish a

6-18  new corporation pursuant to the provisions of this chapter.

6-19    4.  The filed certificate, or a copy thereof which has been certified

6-20  under the hand and seal of the secretary of state, must be received in all

6-21  courts and places as prima facie evidence of the facts therein stated and of

6-22  the existence and incorporation of the corporation therein named.

6-23    Sec. 8.  NRS 78.795 is hereby amended to read as follows:

6-24    78.795  1.  Any natural person or corporation residing or located in

6-25  this state may, on or after January 1 of any year but before January 31 of

6-26  that year, register his willingness to serve as the resident agent of a

6-27  domestic or foreign corporation, limited-liability company or limited

6-28  partnership with the secretary of state. The registration must [be] :

6-29    (a) Be accompanied by a fee of $250 per office location of the resident

6-30  agent[.] ; and

6-31    (b) Include the number of the certificate of a natural person or

6-32  corporation that is certified as a resident agent pursuant to the provisions

6-33  of sections 59 to 89, inclusive, of this act, if applicable.

6-34    2.  The secretary of state shall maintain a list of those persons who are

6-35  registered pursuant to subsection 1 and make the list available to persons

6-36  seeking to do business in this state.

6-37    Sec. 9.  NRS 80.010 is hereby amended to read as follows:

6-38    80.010  1.  Before commencing or doing any business in this state,

6-39  each corporation organized pursuant to the laws of another state, territory,

6-40  the District of Columbia, a possession of the United States or a foreign

6-41  country, that enters this state to do business must:

6-42    (a) File in the office of the secretary of state of this state:

6-43      (1) A certificate of corporate existence issued not more than 90 days

6-44  before the date of filing by an authorized officer of the jurisdiction of its

6-45  incorporation setting forth the filing of documents and instruments related

6-46  to the articles of incorporation, or the governmental acts or other

6-47  instrument or authority by which the corporation was created. If the

6-48  certificate is in a language other than English, a translation, together with

7-1  the oath of the translator and his attestation of its accuracy, must be

7-2  attached to the certificate.

7-3       (2) A certificate of acceptance of appointment executed by its

7-4  resident agent, who must be a resident or located in this state. The

7-5  certificate must set forth the name of the resident agent, his street address

7-6  for the service of process, [and] his mailing address if different from his

7-7  street address[.] and, if the resident agent is a certified resident agent

7-8  pursuant to sections 59 to 89, inclusive, of this act, the number of his

7-9  certificate. The street address of the resident agent is the registered office

7-10  of the corporation in this state.

7-11      (3) A statement executed by an officer of the corporation setting

7-12  forth:

7-13          (I) A general description of the purposes of the corporation; and

7-14          (II) The authorized stock of the corporation and the number and

7-15  par value of shares having par value and the number of shares having no

7-16  par value.

7-17    (b) Lodge in the office of the secretary of state a copy of the document

7-18  most recently filed by the corporation in the jurisdiction of its

7-19  incorporation setting forth the authorized stock of the corporation, the

7-20  number of par-value shares and their par value, and the number of no-par-

7-21  value shares.

7-22    2.  The secretary of state shall not file the documents required by

7-23  subsection 1 for any foreign corporation whose name is not distinguishable

7-24  on the records of the secretary of state from the names of all other artificial

7-25  persons formed, organized, registered or qualified pursuant to the

7-26  provisions of this Title that are on file in the office of the secretary of state

7-27  and all names that are reserved in the office of the secretary of state

7-28  pursuant to the provisions of this Title, unless the written, acknowledged

7-29  consent of the holder of the name on file or reserved name to use the same

7-30  name or the requested similar name accompanies the articles of

7-31  incorporation.

7-32    3.  The secretary of state shall not accept for filing the documents

7-33  required by subsection 1 or NRS 80.110 for any foreign corporation if the

7-34  name of the corporation contains the words “engineer,” “engineered,”

7-35  “engineering,” “professional engineer,” “registered engineer” or “licensed

7-36  engineer” unless the state board of professional engineers and land

7-37  surveyors certifies that:

7-38    (a) The principals of the corporation are licensed to practice engineering

7-39  pursuant to the laws of this state; or

7-40    (b) The corporation is exempt from the prohibitions of NRS 625.520.

7-41    4.  The secretary of state shall not accept for filing the documents

7-42  required by subsection 1 or NRS 80.110 for any foreign corporation if it

7-43  appears from the documents that the business to be carried on by the

7-44  corporation is subject to supervision by the commissioner of financial

7-45  institutions, unless the commissioner certifies that:

7-46    (a) The corporation has obtained the authority required to do business in

7-47  this state; or

7-48    (b) The corporation is not subject to or is exempt from the requirements

7-49  for obtaining such authority.

8-1    5.  The secretary of state shall not accept for filing the documents

8-2  required by subsection 1 or NRS 80.110 for any foreign corporation if the

8-3  name of the corporation contains the words “accountant,” “accounting,”

8-4  “accountancy,” “auditor” or “auditing” unless the Nevada state board of

8-5  accountancy certifies that the foreign corporation:

8-6    (a) Is registered pursuant to the provisions of chapter 628 of NRS; or

8-7    (b) Has filed with the Nevada state board of accountancy under penalty

8-8  of perjury a written statement that the foreign corporation is not engaged in

8-9  the practice of accounting and is not offering to practice accounting in this

8-10  state.

8-11    6.  The secretary of state shall not accept for filing the documents

8-12  required by subsection 1 or NRS 80.110 for any foreign corporation if:

8-13    (a) It appears from the documents that the business to be carried on

8-14  by the corporation is subject to regulation by the state resident agents’

8-15  board, unless the board certifies that the corporation has obtained the

8-16  certification required pursuant to sections 59 to 89, inclusive, of this act;

8-17  or

8-18    (b) The name of the corporation contains the word “certified resident

8-19  agent” or the abbreviation “C.R.A.” unless the state resident agents’

8-20  board certifies that the foreign corporation is certified pursuant to the

8-21  provisions of sections 59 to 89, inclusive, of this act.

8-22    7.  The secretary of state may adopt regulations that interpret the

8-23  requirements of this section.

8-24    Sec. 10.  NRS 80.070 is hereby amended to read as follows:

8-25    80.070  1.  A foreign corporation may change its resident agent by

8-26  filing with the secretary of state:

8-27    (a) A certificate of change, signed by an officer of the corporation,

8-28  setting forth:

8-29      (1) The name of the corporation;

8-30      (2) The name and street address of the present resident agent; and

8-31      (3) The name and street address of the new resident agent; and

8-32    (b) A certificate of acceptance executed by the new resident agent,

8-33  which must be a part of or attached to the certificate of change[.] , and if

8-34  the new resident agent is a certified resident agent pursuant to sections

8-35  59 to 89, inclusive, of this act, the certificate of acceptance must contain

8-36  the certificate number of the new resident agent.

8-37  The change authorized by this subsection becomes effective upon the filing

8-38  of the certificate of change.

8-39    2.  A person who has been designated by a foreign corporation as

8-40  resident agent may file with the secretary of state a signed statement that he

8-41  is unwilling to continue to act as the agent of the corporation for the service

8-42  of process. A notice from the state resident agents’ board of the

8-43  suspension or revocation of the certificate of a resident agent pursuant to

8-44  sections 59 to 89, inclusive, of this act shall be deemed to be a signed

8-45  statement of resignation for the resident agent named in the notice and

8-46  must be filed upon receipt by the secretary of state.

8-47    3.  Upon the filing of the statement of resignation with the secretary of

8-48  state, the capacity of the resigning person as resident agent terminates. If

8-49  the statement of resignation is not accompanied by a statement of the

9-1  corporation appointing a successor resident agent, the resigning resident

9-2  agent shall give written notice, by mail, to the corporation, of the filing of

9-3  the statement and its effect. The notice must be addressed to any officer of

9-4  the corporation other than the resident agent.

9-5    4.  If a resident agent dies, resigns , [or] moves from the state[,] or is a

9-6  certified resident agent whose certificate has been suspended or revoked

9-7  pursuant to sections 59 to 89, inclusive, of this act, the corporation, within

9-8  30 days thereafter, shall file with the secretary of state a certificate of

9-9  acceptance executed by the new resident agent. The certificate must set

9-10  forth the name of the new resident agent, his street address for the service

9-11  of process[,] and his mailing address if different from his street address. If

9-12  the new resident agent is a certified resident agent pursuant to sections

9-13  59 to 89, inclusive, of this act, the certificate of acceptance must contain

9-14  the number of his certificate.

9-15    5.  A corporation that fails to file a certificate of acceptance executed

9-16  by a new resident agent within 30 days after the death, resignation , [or]

9-17  removal , suspension or revocation of its resident agent shall be deemed in

9-18  default and is subject to the provisions of NRS 80.150 and 80.160.

9-19    Sec. 11.  NRS 81.040 is hereby amended to read as follows:

9-20    81.040  Each corporation formed under NRS 81.010 to 81.160,

9-21  inclusive, must prepare and file articles of incorporation in writing, setting

9-22  forth:

9-23    1.  The name of the corporation.

9-24    2.  The purpose for which it is formed.

9-25    3.  The name of the person designated as the resident agent, the street

9-26  address for the service of process, [and] the mailing address if different

9-27  from the street address[.] and, if the resident agent is a certified resident

9-28  agent pursuant to sections 59 to 89, inclusive, of this act, the number of

9-29  his certificate.

9-30    4.  The term for which it is to exist, which may be perpetual.

9-31    5.  If formed with stock, the amount of its stock and the number and par

9-32  value, if any, and the shares into which it is divided, and the amount of

9-33  common and of preferred stock that may be issued with the preferences,

9-34  privileges, voting rights, restrictions and qualifications pertaining thereto.

9-35    6.  The names and addresses of those selected to act as directors, not

9-36  less than three, for the first year or until their successors have been elected

9-37  and have accepted office.

9-38    7.  Whether the property rights and interest of each member are equal

9-39  or unequal, and if unequal , the articles must set forth a general rule

9-40  applicable to all members by which the property rights and interests of

9-41  each member may be determined, but the corporation may admit new

9-42  members who may vote and share in the property of the corporation with

9-43  the old members, in accordance with the general rule.

9-44    8.  The name and post office box or street address, either residence or

9-45  business, of each of the incorporators executing the articles of

9-46  incorporation.

9-47    Sec. 12.  NRS 81.060 is hereby amended to read as follows:

9-48    81.060  1.  The articles of incorporation must be:

10-1    (a) Subscribed by three or more of the original members, a majority of

10-2  whom must be residents of this state.

10-3    (b) Filed, together with a certificate of acceptance of appointment

10-4  executed by the resident agent of the corporation, in the office of the

10-5  secretary of state in all respects in the same manner as other articles of

10-6  incorporation are filed. If the resident agent is a certified resident agent

10-7  pursuant to sections 59 to 89, inclusive, of this act, the certificate of

10-8  acceptance must contain the number of his certificate.

10-9    2.  If a corporation formed under NRS 81.010 to 81.160, inclusive, is

10-10  authorized to issue stock , there must be paid to the secretary of state for

10-11  filing the articles of incorporation the fee applicable to the amount of

10-12  authorized stock of the corporation which the secretary of state is required

10-13  by law to collect upon the filing of articles of incorporation which

10-14  authorize the issuance of stock.

10-15  3.  The secretary of state shall issue to the corporation over the great

10-16  seal of the state a certificate that a copy of the articles containing the

10-17  required statements of facts has been filed in his office.

10-18  4.  Upon the issuance of the certificate by the secretary of state, the

10-19  persons signing the articles and their associates and successors are a body

10-20  politic and corporate. When so filed, the articles of incorporation or

10-21  certified copies thereof must be received in all the courts of this state, and

10-22  other places, as prima facie evidence of the facts contained therein.

10-23  Sec. 13.  NRS 81.200 is hereby amended to read as follows:

10-24  81.200  1.  Every association formed under NRS 81.170 to 81.270,

10-25  inclusive, shall prepare articles of association in writing, setting forth:

10-26  (a) The name of the association.

10-27  (b) The purpose for which it is formed.

10-28  (c) The name of the person designated as the resident agent, the street

10-29  address for service of process, [and] the mailing address if different from

10-30  the street address[.] and, if the resident agent is a certified resident agent

10-31  pursuant to sections 59 to 89, inclusive, of this act, the number of his

10-32  certificate.

10-33  (d) The term for which it is to exist, which may be perpetual.

10-34  (e) The number of the directors thereof, and the names and residences

10-35  of those selected for the first year.

10-36  (f) The amount which each member is to pay upon admission as a fee

10-37  for membership, and that each member signing the articles has actually

10-38  paid the fee.

10-39  (g) That the interest and right of each member therein is to be equal.

10-40  (h) The name and post office box or street address, either residence or

10-41  business, of each of the persons executing the articles of association.

10-42  2.  The articles of association must be subscribed by the original

10-43  associates or members.

10-44  3.  The articles so subscribed must be filed, together with a certificate

10-45  of acceptance of appointment executed by the resident agent for the

10-46  association, in the office of the secretary of state, who shall furnish a

10-47  certified copy thereof. From the time of the filing in the office of the

10-48  secretary of state, the association may exercise all the powers for which it

10-49  was formed.

11-1    Sec. 14.  NRS 81.440 is hereby amended to read as follows:

11-2    81.440  Each corporation formed under NRS 81.410 to 81.540,

11-3  inclusive, shall prepare and file articles of incorporation in writing, setting

11-4  forth:

11-5    1.  The name of the corporation.

11-6    2.  The purpose for which it is formed.

11-7    3.  The name of the person designated as the resident agent, the street

11-8  address for service of process, [and] the mailing address if different from

11-9  the street address[.] and, if the resident agent is a certified resident agent

11-10  pursuant to sections 59 to 89, inclusive, of this act, the number of his

11-11  certificate.

11-12  4.  The term for which it is to exist, which may be perpetual.

11-13  5.  The number of directors thereof, which must be not less than three

11-14  and which may be any number in excess thereof, and the names and

11-15  residences of those selected for the first year and until their successors have

11-16  been elected and have accepted office.

11-17  6.  Whether the voting power and the property rights and interest of

11-18  each member are equal or unequal, and if unequal , the articles must set

11-19  forth a general rule applicable to all members by which the voting power

11-20  and the property rights and interests of each member may be determined,

11-21  but the corporation may admit new members who may vote and share in

11-22  the property of the corporation with the old members, in accordance with

11-23  the general rule.

11-24  7.  The name and post office box or street address, either residence or

11-25  business, of each of the incorporators executing the articles of

11-26  incorporation.

11-27  Sec. 15.  NRS 81.450 is hereby amended to read as follows:

11-28  81.450  1.  The articles of incorporation must be:

11-29  (a) Subscribed by three or more of the original members, a majority of

11-30  whom must be residents of this state.

11-31  (b) Filed, together with a certificate of acceptance of appointment

11-32  executed by the resident agent for the corporation, in the office of the

11-33  secretary of state in all respects in the same manner as other articles of

11-34  incorporation are filed. If the resident agent is a certified resident agent

11-35  pursuant to sections 59 to 89, inclusive, of this act, the certificate of

11-36  acceptance must contain the number of his certificate.

11-37  2.  The secretary of state shall issue to the corporation over the great

11-38  seal of the state a certificate that a copy of the articles containing the

11-39  required statements of facts has been filed in his office.

11-40  3.  Upon the issuance of the certificate by the secretary of state , the

11-41  persons signing the articles and their associates and successors are a body

11-42  politic and corporate. When so filed, the articles of incorporation or

11-43  certified copies thereof must be received in all the courts of this state, and

11-44  other places, as prima facie evidence of the facts contained therein.

11-45  Sec. 16.  NRS 82.063 is hereby amended to read as follows:

11-46  82.063  1.  The board of directors of a corporation without shares of

11-47  stock which was organized before October 1, 1991, pursuant to any

11-48  provision of chapter 81 of NRS or a predecessor statute and whose

11-49  permissible term of existence as stated in the articles of incorporation has

12-1  expired may, within 10 years after the date of the expiration of its

12-2  existence, elect to revive its charter and accept this chapter by adopting a

12-3  resolution reviving the expired charter and adopting new articles of

12-4  incorporation conforming to this chapter and any other statutes pursuant to

12-5  which the corporation may have been organized. The new articles of

12-6  incorporation need not contain the names, addresses, signatures or

12-7  acknowledgments of the incorporators.

12-8    2.  A certificate of election to accept this chapter pursuant to this

12-9  section must be signed by the president or a vice president and must set

12-10  forth:

12-11  (a) The name of the corporation.

12-12  (b) A statement by the corporation that it has elected to accept this

12-13  chapter and adopt new articles of incorporation conforming to the

12-14  provisions of this chapter and any other statutes pursuant to which the

12-15  corporation may have been organized.

12-16  (c) A statement by the corporation that since the expiration of its charter

12-17  it has remained organized and continued to carry on the activities for which

12-18  it was formed and authorized by its original articles of incorporation and

12-19  amendments thereto, and desires to continue through revival its existence

12-20  pursuant to and subject to the provisions of this chapter.

12-21  (d) A statement that the attached copy of the articles of incorporation of

12-22  the corporation are the new articles of incorporation of the corporation.

12-23  (e) A statement setting forth the date of the meeting of the board of

12-24  directors at which the election to accept and adopt was made, that a

12-25  quorum was present at the meeting and that the acceptance and adoption

12-26  were authorized by a majority vote of the directors present at the meeting.

12-27  3.  The certificate so signed and a certificate of acceptance of

12-28  appointment executed by the resident agent of the corporation must be filed

12-29  in the office of the secretary of state. If the resident agent is a certified

12-30  resident agent pursuant to sections 59 to 89, inclusive, of this act, the

12-31  certificate of acceptance must contain the number of his certificate.

12-32  4.  The new articles of incorporation become effective on the date of

12-33  filing the certificate. The corporation’s existence continues from the date of

12-34  expiration of the original term, with all the corporation’s rights, franchises,

12-35  privileges and immunities , and is subject to all its existing and preexisting

12-36  debts, duties and liabilities.

12-37  Sec. 17.  NRS 82.081 is hereby amended to read as follows:

12-38  82.081  1.  One or more natural persons may associate to establish a

12-39  corporation no part of the income or profit of which is distributable to its

12-40  members, directors or officers, except as otherwise provided in this

12-41  chapter, for the transaction of any lawful business, or to promote or

12-42  conduct any legitimate object or purpose, pursuant and subject to the

12-43  requirements of this chapter, by:

12-44  (a) Executing and filing in the office of the secretary of state articles of

12-45  incorporation; and

12-46  (b) Filing a certificate of acceptance of appointment, executed by the

12-47  resident agent of the corporation, in the office of the secretary of state. If

12-48  the new resident agent is a certified resident agent pursuant to sections

13-1  59 to 89, inclusive, of this act, the certificate of acceptance must contain

13-2  the number of his certificate.

13-3    2.  The secretary of state shall require articles of incorporation to be in

13-4  the form prescribed by NRS 82.086. If any articles are defective in this

13-5  respect, the secretary of state shall return them for correction.

13-6    Sec. 18.  NRS 82.086 is hereby amended to read as follows:

13-7    82.086  The articles of incorporation must set forth:

13-8    1.  The name of the corporation. A name appearing to be that of a

13-9  natural person and containing a given name or initials must not be used as a

13-10  corporate name except with an additional word or words such as

13-11  “Incorporated,” “Inc.,” “Limited,” “Ltd.,” “Company,” “Co.,”

13-12  “Corporation,” “Corp.,” or other word which identifies it as not being a

13-13  natural person.

13-14  2.  The name of the person designated as the corporation’s resident

13-15  agent, his street address where he maintains an office for service of

13-16  process, [and] his mailing address if different from the street address[.]

13-17  and, if the resident agent is a certified resident agent pursuant to sections

13-18  59 to 89, inclusive, of this act, the number of his certificate.

13-19  3.  That the corporation is a nonprofit corporation.

13-20  4.  The nature of the business, or objects or purposes proposed to be

13-21  transacted, promoted or carried on by the corporation. It is sufficient to

13-22  state, either alone or with other purposes, that the corporation may engage

13-23  in any lawful activity, subject to expressed limitations, if any. Such a

13-24  statement makes all lawful activities within the objects or purposes of the

13-25  corporation.

13-26  5.  The number, names , and post office box or street addresses,

13-27  residence or business, of the first board of directors or trustees, together

13-28  with any desired provisions relative to the right to change the number of

13-29  directors.

13-30  6.  The names and post office box or street address, residence or

13-31  business, of each of the incorporators signing the articles of incorporation.

13-32  Sec. 19.  NRS 82.106 is hereby amended to read as follows:

13-33  82.106  1.  The secretary of state shall not accept for filing pursuant to

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

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

13-36  to 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] pursuant to this chapter

13-42  when it appears from the articles or the certificate of amendment that the

13-43  business to be carried on by the corporation is subject to supervision by the

13-44  commissioner of insurance.

13-45  3.  The secretary of state shall not accept for filing pursuant to this

13-46  chapter any articles of incorporation or any certificate of amendment of

13-47  articles of incorporation of any corporation formed or existing pursuant to

13-48  this chapter if the name of the corporation contains the words “accountant,”

13-49  “accounting,” “accountancy,” “auditor” or “auditing.”

14-1    4.  The secretary of state shall not accept for filing pursuant to this

14-2  chapter any articles of incorporation or any certificate of amendment of

14-3  articles of incorporation of any corporation formed or existing pursuant

14-4  to this chapter if the name of the corporation contains the words

14-5  “certified resident agent” or the abbreviation “C.R.A.”

14-6    Sec. 20.  NRS 82.371 is hereby amended to read as follows:

14-7    82.371  1.  A corporation may restate, or amend and restate, in a

14-8  single certificate the entire text of its articles as amended by filing with the

14-9  secretary of state a certificate entitled “Restated Articles of Incorporation

14-10  of .........................,” which must set forth the articles as amended to the

14-11  date of the certificate. If the certificate alters or amends the articles in any

14-12  manner, it must comply with the provisions of this chapter governing such

14-13  amendments and must be accompanied by:

14-14  (a) A resolution; or

14-15  (b) A form prescribed by the secretary of state,

14-16  setting forth which provisions of the articles of incorporation on file with

14-17  the secretary of state are being altered or amended.

14-18  2.  If the certificate does not alter or amend the articles, it must be

14-19  signed by the chairman of the board or the president or vice president, and

14-20  the secretary or assistant secretary, of the corporation and must state that

14-21  they have been authorized to execute the certificate by resolution of the

14-22  board of directors adopted on the date stated, and that the certificate

14-23  correctly sets forth the text of the articles as amended to the date of the

14-24  certificate.

14-25  3.  The following may be omitted from the restated articles:

14-26  (a) The names, addresses, signatures and acknowledgments of the

14-27  incorporators;

14-28  (b) The names and addresses of the members of the past and present

14-29  board of directors; and

14-30  (c) The name , [and] address and, if the resident agent is a certified

14-31  resident agent pursuant to sections 59 to 89, inclusive, of this act, the

14-32  number of the certificate of the resident agent.

14-33  4.  Whenever a corporation is required to file a certified copy of its

14-34  articles, in lieu thereof it may file a certified copy of the most recent

14-35  certificate restating its articles as amended, subject to the provisions of

14-36  subsection 2, together with certified copies of all certificates of amendment

14-37  filed after the restated articles and certified copies of all certificates

14-38  supplementary to the original articles.

14-39  Sec. 21.  NRS 82.546 is hereby amended to read as follows:

14-40  82.546  1.  Any corporation which did exist or is existing pursuant to

14-41  the laws of this state may, upon complying with the provisions of NRS

14-42  78.150 and 82.193, procure a renewal or revival of its charter for any

14-43  period, together with all the rights, franchises, privileges and immunities,

14-44  and subject to all its existing and preexisting debts, duties and liabilities

14-45  secured or imposed by its original charter and amendments thereto, or its

14-46  existing charter, by filing:

14-47  (a) A certificate with the secretary of state, which must set forth:

15-1      (1) The name of the corporation, which must be the name of the

15-2  corporation at the time of the renewal or revival, or its name at the time its

15-3  original charter expired.

15-4       (2) The name and street address of the resident agent of the filing

15-5  corporation, [and] his mailing address if different from his street address[.]

15-6  and, if the resident agent is a certified resident agent pursuant to sections

15-7  59 to 89, inclusive, of this act, the number of his certificate.

15-8      (3) The date when the renewal or revival of the charter is to

15-9  commence or be effective, which may be, in cases of a revival, before the

15-10  date of the certificate.

15-11     (4) Whether or not the renewal or revival is to be perpetual[,] and, if

15-12  not perpetual, the time for which the renewal or revival is to continue.

15-13     (5) That the corporation desiring to renew or revive its charter is, or

15-14  has been, organized and carrying on the business authorized by its existing

15-15  or original charter and amendments thereto, and desires to renew or

15-16  continue through revival its existence pursuant to and subject to the

15-17  provisions of this chapter.

15-18  (b) A list of its president, secretary and treasurer and all of its directors

15-19  and their post office box and street addresses, either residence or business.

15-20  2.  A corporation whose charter has not expired and is being renewed

15-21  shall cause the certificate to be signed by its president or vice president and

15-22  secretary or assistant secretary. The certificate must be approved by a

15-23  majority of the last-appointed surviving directors.

15-24  3.  A corporation seeking to revive its original or amended charter shall

15-25  cause the certificate to be signed by its president or vice president and

15-26  secretary or assistant secretary. The execution and filing of the certificate

15-27  must be approved unanimously by the last-appointed surviving directors of

15-28  the corporation and must contain a recital that unanimous consent was

15-29  secured. The corporation shall pay to the secretary of state the fee required

15-30  to establish a new corporation pursuant to the provisions of this chapter.

15-31  4.  The filed certificate, or a copy thereof which has been certified

15-32  under the hand and seal of the secretary of state, must be received in all

15-33  courts and places as prima facie evidence of the facts therein stated and of

15-34  the existence and incorporation of the corporation named therein.

15-35  Sec. 22.  NRS 84.020 is hereby amended to read as follows:

15-36  84.020  An archbishop, bishop, president, trustee in trust, president of

15-37  stake, president of congregation, overseer, presiding elder, district

15-38  superintendent, other presiding officer or clergyman of a church or

15-39  religious society or denomination, who has been chosen, elected or

15-40  appointed in conformity with the constitution, canons, rites, regulations or

15-41  discipline of the church or religious society or denomination, and in whom

15-42  is vested the legal title to property held for the purposes, use or benefit of

15-43  the church or religious society or denomination, may make and subscribe

15-44  written articles of incorporation, in duplicate, and file one copy of the

15-45  articles, together with a certificate of acceptance of appointment executed

15-46  by the resident agent of the corporation, in the office of the secretary of

15-47  state and retain possession of the other. If the resident agent is a certified

15-48  resident agent pursuant to sections 59 to 89, inclusive, of this act, the

15-49  certificate of acceptance must contain the number of his certificate.

16-1    Sec. 23.  NRS 84.030 is hereby amended to read as follows:

16-2    84.030  The articles of incorporation must specify:

16-3    1.  The name of the corporation, which must be the name of the person

16-4  making and subscribing the articles and the title of his office in the church

16-5  or religious society, naming it if desired, and followed by the words “and

16-6  his successors, a corporation sole,” or the title of his office in the church or

16-7  religious society, naming it if desired, and followed by the words “and his

16-8  successors, a corporation sole.”

16-9    2.  The object of the corporation.

16-10  3.  The title of the person making the articles, and the manner in which

16-11  any vacancy occurring in the incumbency of an archbishop, bishop,

16-12  president, trustee in trust, president of stake, president of congregation,

16-13  overseer, presiding elder, district superintendent, other presiding officer or

16-14  clergyman is required by the rules, regulations or discipline of such church,

16-15  society or denomination to be filled.

16-16  4.  The name of the natural person or corporation designated as the

16-17  corporation’s resident agent, the street address for the service of process,

16-18  [and] the mailing address if different from the street address[.] and, if the

16-19  resident agent is a certified resident agent pursuant to sections 59 to 89,

16-20  inclusive, of this act, the number of his certificate.

16-21  Sec. 24.  NRS 84.110 is hereby amended to read as follows:

16-22  84.110  1.  Every corporation sole must have a resident agent in the

16-23  manner provided in NRS 78.090 and 78.095, subsections 1 to 4, inclusive,

16-24  of NRS 78.097 and NRS 78.110. The resident agent shall comply with the

16-25  provisions of those sections.

16-26  2.  A corporation sole that fails to file a certificate of acceptance

16-27  executed by the new resident agent within 30 days after the death,

16-28  resignation , [or] removal , suspension or revocation of its former resident

16-29  agent shall be deemed in default and is subject to the provisions of NRS

16-30  84.130 and 84.140.

16-31  3.  No corporation sole may be required to file an annual list of

16-32  officers, directors and designation of resident agent.

16-33  Sec. 25.  NRS 84.120 is hereby amended to read as follows:

16-34  84.120  1.  A resident agent who wishes to resign shall file with the

16-35  secretary of state a signed statement for each corporation sole that he is

16-36  unwilling to continue to act as the agent of the corporation for the service

16-37  of process. A resignation is not effective until the signed statement is filed

16-38  with the secretary of state. A notice from the state resident agents’ board

16-39  of the suspension or revocation of the certificate of a resident agent

16-40  pursuant to sections 59 to 89, inclusive, of this act shall be deemed to be

16-41  a signed statement of resignation for the resident agent named in the

16-42  notice and must be filed upon receipt by the secretary of state.

16-43  2.  The statement of resignation may contain a statement of the affected

16-44  corporation sole appointing a successor resident agent for that corporation.

16-45  A certificate of acceptance executed by the new resident agent, stating the

16-46  full name, complete street address and, if different from the street address,

16-47  mailing address of the new resident agent, must accompany the statement

16-48  appointing a successor resident agent. If the new resident agent is a

16-49  certified resident agent pursuant to sections 59 to 89, inclusive, of this

17-1  act, the certificate of acceptance must contain the number of his

17-2  certificate.

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

17-4  state, the capacity of the resigning person as resident agent terminates. If

17-5  the statement of resignation contains no statement by the corporation sole

17-6  appointing a successor resident agent, the resigning resident agent shall

17-7  immediately give written notice, by mail, to the corporation of the filing of

17-8  the statement and its effect. The notice must be addressed to the person in

17-9  whom is vested the legal title to property specified in NRS 84.020.

17-10  4.  If a resident agent dies, resigns [or removes] , moves from the state

17-11  [,] or is a certified resident agent whose certificate has been suspended or

17-12  revoked pursuant to sections 59 to 89, inclusive, of this act, the

17-13  corporation sole, within 30 days thereafter, shall file with the secretary of

17-14  state a certificate of acceptance executed by the new resident agent. The

17-15  certificate must set forth the full name and complete street address of the

17-16  new resident agent for the service of process, and may have a separate

17-17  mailing address, such as a post office box, which may be different from the

17-18  street address. If the new resident agent is a certified resident agent

17-19  pursuant to sections 59 to 89, inclusive, of this act, the certificate of

17-20  acceptance must contain the number of his certificate.

17-21  5.  A corporation sole that fails to file a certificate of acceptance

17-22  executed by the new resident agent within 30 days after the death,

17-23  resignation , [or] removal , suspension or revocation of its former resident

17-24  agent shall be deemed in default and is subject to the provisions of NRS

17-25  84.130 and 84.140.

17-26  Sec. 26.  NRS 84.150 is hereby amended to read as follows:

17-27  84.150  1.  Except as otherwise provided in subsections 3 and 4, the

17-28  secretary of state shall reinstate any corporation sole which has forfeited its

17-29  right to transact business under the provisions of this chapter and restore

17-30  the right to carry on business in this state and exercise its corporate

17-31  privileges and immunities, if it:

17-32  (a) Files with the secretary of state a certificate of acceptance of

17-33  appointment executed by the resident agent of the corporation[;] that must

17-34  contain the number of the certificate of the resident agent if the resident

17-35  agent is a certified resident agent pursuant to sections 59 to 89, inclusive,

17-36  of this act; and

17-37  (b) Pays to the secretary of state:

17-38     (1) The filing fees and penalties set forth in this chapter for each year

17-39  or portion thereof during which its charter has been revoked; and

17-40     (2) A fee of $25 for reinstatement.

17-41  2.  When the secretary of state reinstates the corporation to its former

17-42  rights, he shall:

17-43  (a) Immediately issue and deliver to the corporation a certificate of

17-44  reinstatement authorizing it to transact business, as if the fees had been

17-45  paid when due; and

17-46  (b) Upon demand, issue to the corporation a certified copy of the

17-47  certificate of reinstatement.

18-1    3.  The secretary of state shall not order a reinstatement unless all

18-2  delinquent fees and penalties have been paid, and the revocation of its

18-3  charter occurred only by reason of its failure to pay the fees and penalties.

18-4    4.  If a corporate charter has been revoked pursuant to the provisions of

18-5  this chapter and has remained revoked for 10 consecutive years, the charter

18-6  must not be reinstated.

18-7    Sec. 27.  NRS 86.151 is hereby amended to read as follows:

18-8    86.151  1.  One or more persons may form a limited-liability company

18-9  by:

18-10  (a) Executing and filing with the secretary of state articles of

18-11  organization for the company; and

18-12  (b) Filing with the secretary of state a certificate of acceptance of

18-13  appointment, executed by the resident agent of the company. If the

18-14  resident agent is a certified resident agent pursuant to sections 59 to 89,

18-15  inclusive, of this act, the certificate of acceptance must contain the

18-16  number of his certificate.

18-17  2.  Upon the filing of the articles of organization and the certificate of

18-18  acceptance with the secretary of state, and the payment to him of the

18-19  required filing fees, the secretary of state shall issue to the company a

18-20  certificate that the articles, containing the required statement of facts, have

18-21  been filed.

18-22  3.  A signer of the articles of organization or a manager designated in

18-23  the articles does not thereby become a member of the company. At all

18-24  times after commencement of business by the company, the company must

18-25  have one or more members. The filing of the articles does not, by itself,

18-26  constitute commencement of business by the company.

18-27  Sec. 28.  NRS 86.161 is hereby amended to read as follows:

18-28  86.161  1.  The articles of organization must set forth:

18-29  (a) The name of the limited-liability company;

18-30  (b) The name and complete street address of its resident agent, [and] the

18-31  mailing address of the resident agent if different from the street address[;]

18-32  and, if the resident agent is a certified resident agent pursuant to sections

18-33  59 to 89, inclusive, of this act, the number of his certificate;

18-34  (c) The name and post office or street address, either residence or

18-35  business, of each of the organizers executing the articles; and

18-36  (d) If the company is to be managed by:

18-37     (1) One or more managers, the name and post office or street address,

18-38  either residence or business, of each manager; or

18-39     (2) The members, the name and post office or street address, either

18-40  residence or business, of each member.

18-41  2.  The articles may set forth any other provision, not inconsistent with

18-42  law, which the members elect to set out in the articles of organization for

18-43  the regulation of the internal affairs of the company, including any

18-44  provisions which under this chapter are required or permitted to be set out

18-45  in the operating agreement of the company.

18-46  3.  It is not necessary to set out in the articles of organization:

18-47  (a) The rights, if any, of the members to contract debts on behalf of the

18-48  limited-liability company; or

18-49  (b) Any of the powers enumerated in this chapter.

19-1    Sec. 29.  NRS 86.231 is hereby amended to read as follows:

19-2    86.231  1.  Except during any period of vacancy described in NRS

19-3  86.251, a limited-liability company shall have a resident agent who must

19-4  have a street address for the service of process. The street address of the

19-5  resident agent is the registered office of the limited-liability company in

19-6  this state.

19-7    2.  Within 30 days after changing the location of his office from one

19-8  address to another in this state, a resident agent shall file a certificate with

19-9  the secretary of state setting forth the names of the limited-liability

19-10  companies represented by him, the address at which he has maintained the

19-11  office for each of the limited-liability companies, [and] the new address to

19-12  which the office is transferred[.] and, if the resident agent is a certified

19-13  resident agent pursuant to sections 59 to 89, inclusive, of this act, the

19-14  number of his certificate.

19-15  Sec. 30.  NRS 86.235 is hereby amended to read as follows:

19-16  86.235  1.  If a limited-liability company formed pursuant to this

19-17  chapter desires to change its resident agent, the change may be effected by

19-18  filing with the secretary of state a certificate of change signed by a

19-19  manager of the company or, if management is not vested in a manager, by

19-20  a member, that sets forth:

19-21  (a) The name of the limited-liability company;

19-22  (b) The name and street address of its present resident agent; and

19-23  (c) The name and street address of the new resident agent.

19-24  2.  The new resident agent’s certificate of acceptance must be a part of

19-25  or attached to the certificate of change[.] , and if the new resident agent is

19-26  a certified resident agent pursuant to sections 59 to 89, inclusive, of this

19-27  act, the certificate of acceptance must contain the certificate number of

19-28  the new resident agent.

19-29  3.  The change authorized by this section becomes effective upon the

19-30  filing of the certificate of change.

19-31  Sec. 31.  NRS 86.251 is hereby amended to read as follows:

19-32  86.251  1.  A resident agent who desires to resign shall file with the

19-33  secretary of state a signed statement for each limited-liability company that

19-34  he is unwilling to continue to act as the agent of the limited-liability

19-35  company for the service of process. A resignation is not effective until the

19-36  signed statement is filed with the secretary of state. A notice from the state

19-37  resident agents’ board of the suspension or revocation of the certificate

19-38  of a resident agent pursuant to sections 59 to 89, inclusive, of this act

19-39  shall be deemed to be a signed statement of resignation for the resident

19-40  agent named in the notice and must be filed upon receipt by the secretary

19-41  of state.

19-42  2.  The statement of resignation may contain a statement of the affected

19-43  limited-liability company appointing a successor resident agent for that

19-44  limited-liability company, giving the agent’s full name, street address for

19-45  the service of process[,] and mailing address if different from the street

19-46  address. A certificate of acceptance executed by the new resident agent

19-47  must accompany the statement appointing a successor resident agent. If the

19-48  new resident agent is a certified resident agent pursuant to sections 59 to

20-1  89, inclusive, of this act, the certificate of acceptance must contain the

20-2  number of his certificate.

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

20-4  state , the capacity of the resigning person as resident agent terminates. If

20-5  the statement of resignation contains no statement by the limited-liability

20-6  company appointing a successor resident agent, the resigning agent shall

20-7  immediately give written notice, by mail, to the limited-liability company

20-8  of the filing of the statement and its effect. The notice must be addressed to

20-9  any manager or, if none, to any member[,] of the limited-liability company

20-10  other than the resident agent.

20-11  4.  If a resident agent dies, resigns , [or] moves from the state[,] or is a

20-12  certified resident agent whose certificate has been suspended or revoked

20-13  pursuant to sections 59 to 89, inclusive, of this act, the limited-liability

20-14  company, within 30 days thereafter, shall file with the secretary of state a

20-15  certificate of acceptance executed by the new resident agent. The

20-16  certificate must set forth the name, complete street address , [and] mailing

20-17  address[,] if different from the street address[,] and, if the new resident

20-18  agent is a certified resident agent pursuant to sections 59 to 89, inclusive,

20-19  of this act, the number of the certificate of the new resident agent.

20-20  5.  Each limited-liability company which fails to file a certificate of

20-21  acceptance executed by the new resident agent within 30 days after the

20-22  death, resignation , [or] removal , suspension or revocation of its resident

20-23  agent as provided in subsection 4, shall be deemed in default and is subject

20-24  to the provisions of NRS 86.272 and 86.274.

20-25  Sec. 32.  NRS 86.580 is hereby amended to read as follows:

20-26  86.580  1.  A limited-liability company which did exist or is existing

20-27  under the laws of this state may, upon complying with the provisions of

20-28  NRS 86.276, procure a renewal or revival of its charter for any period,

20-29  together with all the rights, franchises, privileges and immunities, and

20-30  subject to all its existing and preexisting debts, duties and liabilities

20-31  secured or imposed by its original charter and amendments thereto, or

20-32  existing charter, by filing:

20-33  (a) A certificate with the secretary of state, which must set forth:

20-34     (1) The name of the limited-liability company, which must be the

20-35  name of the limited-liability company at the time of the renewal or revival,

20-36  or its name at the time its original charter expired.

20-37     (2) The name of the person designated as the resident agent of the

20-38  limited-liability company, his street address for the service of process,

20-39  [and] his mailing address if different from his street address[.] and, if the

20-40  resident agent is a certified resident agent pursuant to sections 59 to 89,

20-41  inclusive, of this act, the number of his certificate.

20-42     (3) The date when the renewal or revival of the charter is to

20-43  commence or be effective, which may be, in cases of a revival, before the

20-44  date of the certificate.

20-45     (4) Whether or not the renewal or revival is to be perpetual[,] and, if

20-46  not perpetual, the time for which the renewal or revival is to continue.

20-47     (5) That the limited-liability company desiring to renew or revive its

20-48  charter is, or has been, organized and carrying on the business authorized

20-49  by its existing or original charter and amendments thereto, and desires to

21-1  renew or continue through revival its existence pursuant to and subject to

21-2  the provisions of this chapter.

21-3    (b) A list of its managers, or if there are no managers, all its managing

21-4  members and their post office box or street addresses, either residence or

21-5  business.

21-6    2.  A limited-liability company whose charter has not expired and is

21-7  being renewed shall cause the certificate to be signed by its manager[,] or ,

21-8  if there is no manager, by a person designated by its members. The

21-9  certificate must be approved by a majority of the members.

21-10  3.  A limited-liability company seeking to revive its original or

21-11  amended charter shall cause the certificate to be signed by a person or

21-12  persons designated or appointed by the members. The execution and filing

21-13  of the certificate must be approved by the written consent of a majority of

21-14  the members and must contain a recital that this consent was secured. The

21-15  limited-liability company shall pay to the secretary of state the fee required

21-16  to establish a new limited-liability company pursuant to the provisions of

21-17  this chapter.

21-18  4.  The filed certificate, or a copy thereof which has been certified

21-19  under the hand and seal of the secretary of state, must be received in all

21-20  courts and places as prima facie evidence of the facts therein stated and of

21-21  the existence of the limited-liability company therein named.

21-22  Sec. 33.  NRS 87.440 is hereby amended to read as follows:

21-23  87.440  1.  To become a registered limited-liability partnership, a

21-24  partnership shall file with the secretary of state a certificate of registration

21-25  stating each of the following:

21-26  (a) The name of the partnership.

21-27  (b) The street address of its principal office.

21-28  (c) The name of the person designated as the partnership’s resident

21-29  agent, the street address of the resident agent where process may be served

21-30  upon the partnership , [and] the mailing address of the resident agent if it is

21-31  different than his street address[.] and, if the resident agent is a certified

21-32  resident agent pursuant to sections 59 to 89, inclusive, of this act, the

21-33  number of his certificate.

21-34  (d) The name and business address of each managing partner in this

21-35  state.

21-36  (e) A brief statement of the professional service rendered by the

21-37  partnership.

21-38  (f) That the partnership thereafter will be a registered limited-liability

21-39  partnership.

21-40  (g) Any other information that the partnership wishes to include.

21-41  2.  The certificate of registration must be executed by a majority in

21-42  interest of the partners or by one or more partners authorized to execute

21-43  such a certificate.

21-44  3.  The certificate of registration must be accompanied by a fee of

21-45  $125.

21-46  4.  The secretary of state shall register as a registered limited-liability

21-47  partnership any partnership that submits a completed certificate of

21-48  registration with the required fee.

22-1    5.  The registration of a registered limited-liability partnership is

22-2  effective at the time of the filing of the certificate of registration.

22-3    Sec. 34.  NRS 87.480 is hereby amended to read as follows:

22-4    87.480  1.  Except during the period described in subsection 3, a

22-5  registered limited-liability partnership must have a resident agent who

22-6  resides or is located in this state. A resident agent must have a street

22-7  address for the service of process that is the principal office of the

22-8  registered limited-liability company in this state, and may have a separate

22-9  mailing address that is different from his street address.

22-10  2.  A resident agent for a registered limited-liability partnership shall

22-11  file a certificate of acceptance with the secretary of state. If the resident

22-12  agent is a certified resident agent pursuant to sections 59 to 89, inclusive,

22-13  of this act, the certificate of acceptance must contain the number of his

22-14  certificate.

22-15  3.  A resident agent shall, within 30 days after changing the location of

22-16  his office from one address to another address in this state, file a certificate

22-17  with the secretary of state that sets forth the names of the registered

22-18  limited-liability partnerships represented by the agent , [and] the new

22-19  address of his office[.] and, if the resident agent is a certified resident

22-20  agent pursuant to sections 59 to 89, inclusive, of this act, the number of

22-21  his certificate.

22-22  Sec. 35.  NRS 87.490 is hereby amended to read as follows:

22-23  87.490  1.  If a registered limited-liability partnership wishes to

22-24  change the location of its principal office in this state or its resident agent,

22-25  it shall first file with the secretary of state a certificate of change that sets

22-26  forth:

22-27  (a) The name of the registered limited-liability partnership;

22-28  (b) The street address of its principal office;

22-29  (c) If the location of its principal office will be changed, the street

22-30  address of its new principal office;

22-31  (d) The name of its resident agent; and

22-32  (e) If its resident agent will be changed, the name of its new resident

22-33  agent.

22-34  The certificate of acceptance of its new resident agent must accompany the

22-35  certificate of change[.] , and if the new resident agent is a certified

22-36  resident agent pursuant to sections 59 to 89, inclusive, of this act, the

22-37  certificate of acceptance must contain the certificate number of the new

22-38  resident agent.

22-39  2.  A certificate of change filed pursuant to this section must be:

22-40  (a) Signed by a managing partner of the registered limited-liability

22-41  partnership; and

22-42  (b) Accompanied by a fee of $15.

22-43  Sec. 36.  NRS 87.500 is hereby amended to read as follows:

22-44  87.500  1.  A resident agent of a registered limited-liability

22-45  partnership who wishes to resign shall file with the secretary of state a

22-46  signed statement that he is unwilling to continue to act as the resident agent

22-47  of the registered limited-liability partnership for service of process. A

22-48  resignation is not effective until the signed statement is filed with the

22-49  secretary of state. A notice from the state resident agents’ board of the

23-1  suspension or revocation of the certificate of a resident agent pursuant to

23-2  sections 59 to 89, inclusive, of this act shall be deemed to be a signed

23-3  statement of resignation for the resident agent named in the notice and

23-4  must be filed upon receipt by the secretary of state.

23-5    2.  The statement of resignation may contain a statement by the

23-6  affected registered limited-liability partnership appointing a successor

23-7  resident agent. A certificate of acceptance signed by the new agent, stating

23-8  the full name, complete street address and, if different from the street

23-9  address, the mailing address of the new agent, must accompany the

23-10  statement appointing the new resident agent. If the new resident agent is a

23-11  certified resident agent pursuant to sections 59 to 89, inclusive, of this

23-12  act, the certificate of acceptance must contain the number of his

23-13  certificate.

23-14  3.  Upon the filing of the statement with the secretary of state, the

23-15  capacity of the person as resident agent terminates. If the statement of

23-16  resignation contains no statement by the registered limited-liability

23-17  partnership appointing a successor resident agent, the resigning agent shall

23-18  immediately give written notice, by certified mail, to the registered limited-

23-19  liability partnership of the filing of the statement and its effect. The notice

23-20  must be addressed to a managing partner in this state.

23-21  4.  If a resident agent dies, resigns [or removes himself] , moves from

23-22  the state[,] or is a certified resident agent whose certificate has been

23-23  suspended or revoked pursuant to sections 59 to 89, inclusive, of this act,

23-24  the registered limited-liability partnership shall, within 30 days thereafter,

23-25  file with the secretary of state a certificate of acceptance, executed by the

23-26  new resident agent. The certificate must set forth the full name, complete

23-27  street address and, if different from the street address, the mailing address

23-28  and, if the new resident agent is a certified resident agent pursuant to

23-29  sections 59 to 89, inclusive, of this act, the number of the certificate of

23-30  the newly designated resident agent. If a registered limited-liability

23-31  partnership fails to file a certificate of acceptance within the period

23-32  required by this subsection, it is in default and is subject to the provisions

23-33  of NRS 87.520.

23-34  Sec. 37.  NRS 88.330 is hereby amended to read as follows:

23-35  88.330  1.  Each limited partnership shall continuously maintain in

23-36  this state:

23-37  (a) An office, which may but need not be a place of its business in this

23-38  state, at which must be kept the records required by NRS 88.335 to be

23-39  maintained; and

23-40  (b) A resident agent.

23-41  2.  Every resident agent shall file a certificate in the office of the

23-42  secretary of state, setting forth his street address where process may be

23-43  served upon the limited partnership , [and] his mailing address if different

23-44  from the street address[.] and, if he is a certified resident agent pursuant

23-45  to sections 59 to 89, inclusive, of this act, the number of his certificate.

23-46  3.  Within 30 days after changing the location of his office from one

23-47  address to another in this state, a resident agent shall file a certificate with

23-48  the secretary of state setting forth the names of the limited partnerships

23-49  represented by the agent, the address at which he has maintained the office

24-1  for each of the limited partnerships, [and] the new address to which the

24-2  office is transferred[.] and, if the resident agent is a certified resident

24-3  agent pursuant to sections 59 to 89, inclusive, of this act, the number of

24-4  his certificate.

24-5    4.  Within 30 days after changing the location of the office which

24-6  contains records for a limited partnership, a general partner of the limited

24-7  partnership shall file a certificate of a change in address with the secretary

24-8  of state which sets forth the name of the limited partnership, the previous

24-9  address of the office which contains records and the new address of the

24-10  office which contains records.

24-11  Sec. 38.  NRS 88.331 is hereby amended to read as follows:

24-12  88.331  1.  If a limited partnership created pursuant to this chapter

24-13  desires to change its resident agent, the change may be effected by filing

24-14  with the secretary of state a certificate of change, signed by a general

24-15  partner, which sets forth:

24-16  (a) The name of the limited partnership;

24-17  (b) The name and street address of its present resident agent; and

24-18  (c) The name and street address of the new resident agent.

24-19  2.  The new resident agent’s certificate of acceptance must be a part of

24-20  or attached to the certificate of change. If the new resident agent is a

24-21  certified resident agent pursuant to sections 59 to 89, inclusive, of this

24-22  act, the certificate of acceptance must contain the certificate number of

24-23  the new resident agent.

24-24  3.  The change authorized by this section becomes effective upon the

24-25  filing of the certificate of change.

24-26  Sec. 39.  NRS 88.332 is hereby amended to read as follows:

24-27  88.332  1.  Any person who has been designated by a limited

24-28  partnership as its resident agent and who thereafter desires to resign shall

24-29  file with the secretary of state a signed statement that he is unwilling to

24-30  continue to act as the resident agent of the limited partnership. A

24-31  resignation is not effective until the signed statement is filed with the

24-32  secretary of state. A notice from the state resident agents’ board of the

24-33  suspension or revocation of the certificate of a resident agent pursuant to

24-34  sections 59 to 89, inclusive, of this act shall be deemed to be a signed

24-35  statement of resignation for the resident agent named in the notice and

24-36  must be filed upon receipt by the secretary of state.

24-37  2.  The statement of resignation may contain a statement by the

24-38  affected limited partnership appointing a successor resident agent for the

24-39  limited partnership. A certificate of acceptance executed by the new

24-40  resident agent, stating the full name, complete street address and, if

24-41  different from the street address, mailing address of the new resident agent,

24-42  must accompany the statement appointing the new resident agent. If the

24-43  new resident agent is a certified resident agent pursuant to sections 59 to

24-44  89, inclusive, of this act, the certificate of acceptance must contain the

24-45  number of his certificate.

24-46  [2.] 3. Upon the filing of the statement with the secretary of state , the

24-47  capacity of the person as resident agent terminates. If the statement of

24-48  resignation does not contain a statement by the limited partnership

24-49  appointing a successor resident agent, the resigning agent shall

25-1  immediately give written notice, by mail, to the limited partnership of the

25-2  filing of the statement and the effect thereof. The notice must be addressed

25-3  to a general partner of the partnership other than the resident agent.

25-4    [3] 4. If a designated resident agent dies, resigns [or removes] , moves

25-5  from the state[,] or is a certified resident agent whose certificate has been

25-6  suspended or revoked pursuant to sections 59 to 89, inclusive, of this act,

25-7  the limited partnership, within 30 days thereafter, shall file with the

25-8  secretary of state a certificate of acceptance, executed by the new resident

25-9  agent. The certificate must set forth the full name, complete street address

25-10  and, if different from the street address, mailing address of the newly

25-11  designated resident agent. If the newly designated resident agent is a

25-12  certified resident agent pursuant to sections 59 to 89, inclusive, of this

25-13  act, the certificate of acceptance must contain the number of his

25-14  certificate.

25-15  [4.] 5. Each limited partnership which fails to file a certificate of

25-16  acceptance executed by the new resident agent within 30 days after the

25-17  death, resignation , [or] removal , suspension or revocation of its resident

25-18  agent as provided in subsection [3] 4 shall be deemed in default and is

25-19  subject to the provisions of NRS 88.400 and 88.405.

25-20  Sec. 40.  NRS 88.350 is hereby amended to read as follows:

25-21  88.350  1.  In order to form a limited partnership, a certificate of

25-22  limited partnership must be executed and filed in the office of the secretary

25-23  of state. The certificate must set forth:

25-24  (a) The name of the limited partnership;

25-25  (b) The address of the office which contains records and the name and

25-26  address of the resident agent required to be maintained by NRS 88.330;

25-27  (c) The name and the business address of each general partner;

25-28  (d) The latest date upon which the limited partnership is to dissolve; and

25-29  (e) Any other matters the general partners determine to include therein.

25-30  2.  A certificate of acceptance of appointment of a resident agent,

25-31  executed by the agent, must be filed with the certificate of limited

25-32  partnership. If the resident agent is a certified resident agent pursuant to

25-33  sections 59 to 89, inclusive, of this act, the certificate of acceptance must

25-34  contain the number of his certificate.

25-35  3.  A limited partnership is formed at the time of the filing of the

25-36  certificate of limited partnership and the certificate of acceptance in the

25-37  office of the secretary of state or at any later time specified in the

25-38  certificate of limited partnership if, in either case, there has been

25-39  substantial compliance with the requirements of this section.

25-40  Sec. 41.  NRS 88.575 is hereby amended to read as follows:

25-41  88.575  Before transacting business in this state, a foreign limited

25-42  partnership shall register with the secretary of state. In order to register, a

25-43  foreign limited partnership shall submit to the secretary of state an

25-44  application for registration as a foreign limited partnership, signed by a

25-45  general partner, and a signed certificate of acceptance of a resident agent.

25-46  The application for registration must set forth:

25-47  1.  The name of the foreign limited partnership and, if different, the

25-48  name under which it proposes to register and transact business in this state;

25-49  2.  The state and date of its formation;

26-1    3.  The name , [and] address and, if the resident agent is a certified

26-2  resident agent pursuant to sections 59 to 89, inclusive, of this act, the

26-3  number of the certificate of the resident agent whom the foreign limited

26-4  partnership elects to appoint;

26-5    4.  A statement that the secretary of state is appointed the agent of the

26-6  foreign limited partnership for service of process if the resident agent’s

26-7  authority has been revoked or if the resident agent cannot be found or

26-8  served with the exercise of reasonable diligence;

26-9    5.  The address of the office required to be maintained in the state of its

26-10  organization by the laws of that state or, if not so required, of the principal

26-11  office of the foreign limited partnership;

26-12  6.  The name and business address of each general partner; and

26-13  7.  The address of the office at which is kept a list of the names and

26-14  addresses of the limited partners and their capital contributions, together

26-15  with an undertaking by the foreign limited partnership to keep those

26-16  records until the foreign limited partnership’s registration in this state is

26-17  canceled or withdrawn.

26-18  Sec. 42.  NRS 88A.210 is hereby amended to read as follows:

26-19  88A.210  1.  One or more persons may form a business trust by

26-20  executing and filing with the secretary of state a certificate of trust and a

26-21  certificate of acceptance of appointment signed by the resident agent of the

26-22  business trust. The certificate of trust must set forth:

26-23  (a) The name of the business trust;

26-24  (b) The name and the post office box or street address, either residence

26-25  or business, of at least one trustee;

26-26  (c) The name of the person designated as the resident agent for the

26-27  business trust, the street address of the resident agent where process may

26-28  be served upon the business trust , [and] the mailing address of the resident

26-29  agent if different from the street address[;] and, if the resident agent is a

26-30  certified resident agent pursuant to sections 59 to 89, inclusive, of this

26-31  act, the number of his certificate;

26-32  (d) The name and post office box or street address, either residence or

26-33  business, of each person signing the certificate of trust; and

26-34  (e) Any other information the trustees determine to include.

26-35  2.  Upon the filing of the certificate of trust and the certificate of

26-36  acceptance with the secretary of state and the payment to him of the

26-37  required filing fee, the secretary of state shall issue to the business trust a

26-38  certificate that the required documents with the required content have been

26-39  filed. From the date of that filing, the business trust is legally formed

26-40  pursuant to this chapter.

26-41  Sec. 43.  NRS 88A.510 is hereby amended to read as follows:

26-42  88A.510  1.  Within 30 days after changing the location of his office

26-43  from one address to another in this state, a resident agent shall execute a

26-44  certificate setting forth:

26-45  (a) The names of all the business trusts represented by him;

26-46  (b) The address at which he has maintained the registered office for

26-47  each of those business trusts; [and]

26-48  (c) The new address to which his office is transferred and at which he

26-49  will maintain the registered office for each of those business trusts[.] ; and

27-1    (d) If the resident agent is a certified resident agent pursuant to

27-2  sections 59 to 89, inclusive, of this act, the number of his certificate.

27-3    2.  Upon the filing of the certificate with the secretary of state, the

27-4  registered office of each of the business trusts listed in the certificate is

27-5  located at the new address set forth in the certificate.

27-6    Sec. 44.  NRS 88A.530 is hereby amended to read as follows:

27-7    88A.530  1.  A resident agent who desires to resign shall file with the

27-8  secretary of state a signed statement for each business trust for which he is

27-9  unwilling to continue to act. A resignation is not effective until the signed

27-10  statement is so filed. A notice from the state resident agents’ board of the

27-11  suspension or revocation of the certificate of a resident agent pursuant to

27-12  sections 59 to 89, inclusive, of this act shall be deemed to be a signed

27-13  statement of resignation for the resident agent named in the notice and

27-14  must be filed upon receipt by the secretary of state.

27-15  2.  The statement of resignation may contain a statement of the affected

27-16  business trust appointing a successor resident agent. A certificate of

27-17  acceptance executed by the new resident agent, stating the full name,

27-18  complete street address and, if different from the street address, mailing

27-19  address of the new resident agent, must accompany the statement

27-20  appointing a successor resident agent. If the new resident agent is a

27-21  certified resident agent pursuant to sections 59 to 89, inclusive, of this

27-22  act, the certificate of acceptance must contain the number of his

27-23  certificate.

27-24  3.  Upon the filing of the statement of resignation with the secretary of

27-25  state, the capacity of the resigning person as resident agent terminates. If

27-26  the statement of resignation contains no statement by the business trust

27-27  appointing a successor resident agent, the resigning agent shall

27-28  immediately give written notice, by mail, to the business trust of the filing

27-29  of the statement of resignation and its effect. The notice must be addressed

27-30  to a trustee of the business trust other than the resident agent.

27-31  4.  If its resident agent dies, resigns [or removes] , moves from the state

27-32  [,] or is a certified resident agent whose certificate has been suspended or

27-33  revoked pursuant to sections 59 to 89, inclusive, of this act, a business

27-34  trust, within 30 days thereafter, shall file with the secretary of state a

27-35  certificate of acceptance executed by a new resident agent. The certificate

27-36  must set forth the full name and complete street address of the new resident

27-37  agent, and may contain a mailing address, such as a post office box,

27-38  different from the street address. If the new resident agent is a certified

27-39  resident agent pursuant to sections 59 to 89, inclusive, of this act, the

27-40  certificate of acceptance must contain the number of his certificate.

27-41  5.  A business trust that fails to file a certificate of acceptance executed

27-42  by its new resident agent within 30 days after the death, resignation , [or]

27-43  removal , suspension or revocation of its former resident agent shall be

27-44  deemed in default and is subject to the provisions of NRS 88A.630 to

27-45  88A.660, inclusive.

27-46  Sec. 45.  NRS 88A.540 is hereby amended to read as follows:

27-47  88A.540  1.  If a business trust formed pursuant to this chapter desires

27-48  to change its resident agent, the change may be effected by filing with the

28-1  secretary of state a certificate of change, signed by at least one trustee of

28-2  the business trust, setting forth:

28-3    (a) The name of the business trust;

28-4    (b) The name and street address of the present resident agent; and

28-5    (c) The name and street address of the new resident agent.

28-6    2.  A certificate of acceptance executed by the new resident agent must

28-7  be a part of or attached to the certificate of change. If the new resident

28-8  agent is a certified resident agent pursuant to sections 59 to 89, inclusive,

28-9  of this act, the certificate of acceptance must contain the certificate

28-10  number of the new resident agent.

28-11  3.  The change authorized by this section becomes effective upon the

28-12  filing of the certificate of change.

28-13  Sec. 46.  NRS 88A.600 is hereby amended to read as follows:

28-14  88A.600  1.  A business trust formed pursuant to this chapter shall

28-15  annually, on or before the last day of the month in which the anniversary

28-16  date of the filing of its certificate of trust with the secretary of state occurs,

28-17  file with the secretary of state on a form furnished by him a list signed by

28-18  at least one trustee containing the name , [and] mailing address and, if the

28-19  resident agent is a certified resident agent pursuant to sections 59 to 89,

28-20  inclusive, of this act, the number of the certificate of its resident agent and

28-21  the name and mailing address of at least one trustee. Upon filing the list,

28-22  the business trust shall pay to the secretary of state a fee of $85.

28-23  2.  The secretary of state shall, 60 days before the last day for filing the

28-24  annual list required by subsection 1, cause to be mailed to each business

28-25  trust which is required to comply with the provisions of NRS 88A.600 to

28-26  88A.660, inclusive, and which has not become delinquent, the blank forms

28-27  to be completed and filed with him. Failure of a business trust to receive

28-28  the forms does not excuse it from the penalty imposed by law.

28-29  3.  An annual list for a business trust not in default which is received by

28-30  the secretary of state more than 60 days before its due date shall be deemed

28-31  an amended list for the previous year.

28-32  Sec. 47.  NRS 88A.710 is hereby amended to read as follows:

28-33  88A.710  Before transacting business in this state, a foreign business

28-34  trust shall register with the secretary of state. In order to register, a foreign

28-35  business trust shall submit to the secretary of state an application for

28-36  registration as a foreign business trust, signed by a trustee, and a signed

28-37  certificate of acceptance of a resident agent. The application for

28-38  registration must set forth:

28-39  1.  The name of the foreign business trust and, if different, the name

28-40  under which it proposes to register and transact business in this state;

28-41  2.  The state and date of its formation;

28-42  3.  The name , [and] address and, if the resident agent is a certified

28-43  resident agent pursuant to sections 59 to 89, inclusive, of this act, the

28-44  number of the certificate of the resident agent whom the foreign business

28-45  trust elects to appoint;

28-46  4.  The address of the office required to be maintained in the state of its

28-47  organization by the laws of that state or, if not so required, of the principal

28-48  office of the foreign business trust; and

28-49  5.  The name and business address of one trustee.

29-1    Sec. 48.  NRS 14.020 is hereby amended to read as follows:

29-2    14.020  1.  Every corporation, limited-liability company, limited-

29-3  liability partnership, limited partnership, business trust and municipal

29-4  corporation created and existing under the laws of any other state, territory

29-5  [,] or foreign government, or the Government of the United States, doing

29-6  business in this state shall appoint and keep in this state a resident agent

29-7  who resides or is located in this state, upon whom all legal process and any

29-8  demand or notice authorized by law to be served upon it may be served in

29-9  the manner provided in subsection 2. The corporation, limited-liability

29-10  company, limited-liability partnership, limited partnership, business trust or

29-11  municipal corporation shall file with the secretary of state a certificate of

29-12  acceptance of appointment signed by its resident agent. The certificate

29-13  must set forth the full name and addressof the resident agent[.] and, if he

29-14  is a certified resident agent pursuant to sections 59 to 89, inclusive, of

29-15  this act, the number of his certificate. The certificate must be renewed in

29-16  the manner provided in Title 7 of NRS whenever a change is made in the

29-17  appointment or a vacancy occurs in the agency.

29-18  2.  All legal process and any demand or notice authorized by law to be

29-19  served upon the foreign corporation, limited-liability company, limited-

29-20  liability partnership, limited partnership, business trust or municipal

29-21  corporation may be served upon the resident agent personally or by leaving

29-22  a true copy thereof with a person of suitable age and discretion at the

29-23  address shown on the current certificate of acceptance filed with the

29-24  secretary of state.

29-25  3.  Subsection 2 provides an additional mode and manner of serving

29-26  process, demand or notice and does not affect the validity of any other

29-27  service authorized by law.

29-28  Sec. 49.  NRS 218.825 is hereby amended to read as follows:

29-29  218.825  1.  Each of the boards and commissions created by the

29-30  provisions of chapters 341C, 623 to 625A, inclusive, 628 to 644, inclusive,

29-31  and 654 and 656 of NRS and sections 59 to 89, inclusive, of this act shall

29-32  engage the services of a certified public accountant or public accountant, or

29-33  firm of either of such accountants, to audit all its fiscal records once each

29-34  year for the preceding fiscal year or once every other year for the 2

29-35  preceding fiscal years. The cost of the audit must be paid by the board or

29-36  commission audited.

29-37  2.  A report of each such audit must be filed by the board or

29-38  commission with the legislative auditor and the [director] chief of the

29-39  budget division of the department of administration on or before

29-40  December 1 of each year in which an audit is conducted. All audits must be

29-41  conducted in accordance with generally accepted auditing standards and all

29-42  financial statements must be prepared in accordance with generally

29-43  accepted principles of accounting for special revenue funds.

29-44  3.  The legislative auditor shall audit the fiscal records of any such

29-45  board or commission whenever directed to do so by the legislative

29-46  commission. When the legislative commission directs such an audit, it shall

29-47  also determine who is to pay the cost of the audit.

 

 

30-1    Sec. 50.  NRS 273.010 is hereby amended to read as follows:

30-2    273.010  1.  Every municipal corporation organized in another state[,]

30-3  that enters this state to do business[,] shall, before commencing work or

30-4  doing any business in this state, file in the office of the secretary of state:

30-5    (a) A certified copy of its charter, or of the statute or statutes, or

30-6  legislative, executive or governmental acts, or other instruments of

30-7  authority by which it was created; and

30-8    (b) A certificate of acceptance of appointment executed by the resident

30-9  agent of the corporation. If the resident agent is a certified resident agent

30-10  pursuant to sections 59 to 89, inclusive, of this act, the certificate of

30-11  acceptance must contain the number of his certificate.

30-12  2.  A certified copy of the charter, papers or other instruments and the

30-13  certificate of acceptance, certified by the secretary of state of this state,

30-14  must also be filed in the office of the county clerk of the county where the

30-15  principal place of business of the municipality in this state is located.

30-16  Sec. 51.  NRS 284.013 is hereby amended to read as follows:

30-17  284.013  1.  Except as otherwise provided in subsection 4, this chapter

30-18  does not apply to:

30-19  (a) Agencies, bureaus, commissions, officers or personnel in the

30-20  legislative department or the judicial department of state government,

30-21  including the commission on judicial discipline;

30-22  (b) Any person who is employed by a board, commission, committee or

30-23  council created in chapters 590, 623 to 625A, inclusive, 628, 630 to 644,

30-24  inclusive, 648, 652, 654 and 656 of NRS[;] and sections 59 to 89,

30-25  inclusive, of this act; or

30-26  (c) Officers or employees of any agency of the executive department of

30-27  the state government who are exempted by specific statute.

30-28  2.  Except as otherwise provided in subsection 3, the terms and

30-29  conditions of employment of all persons referred to in subsection 1,

30-30  including salaries not prescribed by law and leaves of absence, including,

30-31  without limitation, annual leave and sick and disability leave, must be fixed

30-32  by the appointing or employing authority within the limits of legislative

30-33  appropriations or authorizations.

30-34  3.  Except as otherwise provided in this subsection, leaves of absence

30-35  prescribed pursuant to subsection 2 must not be of lesser duration than

30-36  those provided for other state officers and employees pursuant to the

30-37  provisions of this chapter. The provisions of this subsection do not govern

30-38  the legislative commission with respect to the personnel of the legislative

30-39  counsel bureau.

30-40  4.  Any board, commission, committee or council created in chapters

30-41  590, 623 to 625A, inclusive, 628, 630 to 644, inclusive, 648, 652, 654 and

30-42  656 of NRS and sections 59 to 89, inclusive, of this act which contracts

30-43  for the services of a person, shall require the contract for those services to

30-44  be in writing. The contract must be approved by the state board of

30-45  examiners before those services may be provided.

30-46  Sec. 52.  NRS 293.128 is hereby amended to read as follows:

30-47  293.128  1.  To qualify as a major political party, any organization

30-48  must, under a common name:

31-1    (a) On January 1 preceding any primary election, have been designated

31-2  as a political party on the applications to register to vote of at least 10

31-3  percent of the total number of registered voters in this state; or

31-4    (b) File a petition with the secretary of state not later than the last Friday

31-5  in April before any primary election signed by a number of registered

31-6  voters equal to or more than 10 percent of the total number of votes cast at

31-7  the last preceding general election for the offices of Representative in

31-8  Congress.

31-9    2.  If a petition is filed pursuant to paragraph (b) of subsection 1, the

31-10  names of the voters need not all be on one document, but each document of

31-11  the petition must be verified by at least one of its signers to the effect that

31-12  the signers are registered voters of this state according to his best

31-13  information and belief and that the signatures are genuine and were signed

31-14  in his presence. Each document of the petition must bear the name of a

31-15  county and only registered voters of that county may sign the document.

31-16  The documents which are circulated for signature must then be submitted

31-17  for verification pursuant to NRS 293.1276 to 293.1279, inclusive, not later

31-18  than 25 working days before the last Friday in April preceding a primary

31-19  election.

31-20  3.  In addition to the requirements set forth in subsection 1, each

31-21  organization which wishes to qualify as a political party must file with the

31-22  secretary of state a certificate of existence which includes the:

31-23  (a) Name of the political party;

31-24  (b) Names and addresses of its officers;

31-25  (c) Names of the members of its executive committee; and

31-26  (d) Name of the person who is authorized by the party to act as resident

31-27  agent in this state. If the resident agent is a certified resident agent

31-28  pursuant to sections 59 to 89, inclusive, of this act, the certificate of

31-29  existence must contain the number of his certificate.

31-30  4.  A political party shall file with the secretary of state an amended

31-31  certificate of existence within 5 days after any change in the information

31-32  contained in the certificate.

31-33  Sec. 53.  NRS 294A.230 is hereby amended to read as follows:

31-34  294A.230  1.  Each committee for political action shall, before it

31-35  engages in any activity in this state, register with the secretary of state on

31-36  forms supplied by him.

31-37  2.  The form must require:

31-38  (a) The name of the committee;

31-39  (b) The purpose for which it was organized;

31-40  (c) The names and addresses of its officers;

31-41  (d) If the committee for political action is affiliated with any other

31-42  organizations, the name and address of each organization;

31-43  (e) The name , [and] address and, if the resident agent is a certified

31-44  resident agent pursuant to sections 59 to 89, inclusive, of this act, the

31-45  number of the certificate of its resident agent; and

31-46  (f) Any other information deemed necessary by the secretary of state.

31-47  3.  A committee for political action shall file with the secretary of state

31-48  an amended form for registration within 30 days after any change in the

31-49  information contained in the form for registration.

32-1    Sec. 54.  NRS 294A.250 is hereby amended to read as follows:

32-2    294A.250  Each committee for the recall of a public officer shall

32-3  register with the secretary of state, on a form provided by him. Each form

32-4  must include:

32-5    1.  The name of the committee;

32-6    2.  The purpose for which it was organized;

32-7    3.  The names and addresses of its officers; and

32-8    4.  If the committee is organized and located outside this state, the

32-9  name and address of its resident agent. If the resident agent is a certified

32-10  resident agent pursuant to sections 59 to 89, inclusive, of this act, the

32-11  certificate of acceptance must contain the number of his certificate.

32-12  Sec. 55.  NRS 353A.020 is hereby amended to read as follows:

32-13  353A.020  1.  The director, in consultation with the committee and

32-14  legislative auditor, shall adopt a uniform system of internal accounting and

32-15  administrative control for agencies. The elements of the system must

32-16  include, without limitation:

32-17  (a) A plan of organization which provides for a segregation of duties

32-18  appropriate to safeguard the assets of the agency;

32-19  (b) A plan which limits access to assets of the agency to persons who

32-20  need the assets to perform their assigned duties;

32-21  (c) Procedures for authorizations and recordkeeping which effectively

32-22  control accounting of assets, liabilities, revenues and expenses;

32-23  (d) A system of practices to be followed in the performance of the

32-24  duties and functions of each agency; and

32-25  (e) An effective system of internal review.

32-26  2.  The director, in consultation with the committee and legislative

32-27  auditor, may modify the system whenever he considers it necessary.

32-28  3.  Each agency shall develop written procedures to carry out the

32-29  system of internal accounting and administrative control adopted pursuant

32-30  to this section.

32-31  4.  For the purposes of this section, “agency” does not include:

32-32  (a) A board or commission created by the provisions of chapters 623 to

32-33  625, inclusive, 628 to 644, inclusive, 654 and 656 of NRS[.] and sections

32-34  59 to 89, inclusive, of this act.

32-35  (b) The University and Community College System of Nevada.

32-36  (c) The public employees’ retirement system.

32-37  (d) The housing division of the department of business and industry.

32-38  (e) The Colorado River Commission.

32-39  Sec. 56.  NRS 353A.025 is hereby amended to read as follows:

32-40  353A.025  1.  The head of each agency shall periodically review the

32-41  agency’s system of internal accounting and administrative control to

32-42  determine whether it is in compliance with the uniform system of internal

32-43  accounting and administrative control for agencies adopted pursuant to

32-44  subsection 1 of NRS 353A.020.

32-45  2.  On or before July 1 of each even-numbered year, the head of each

32-46  agency shall report to the director whether the agency’s system of internal

32-47  accounting and administrative control is in compliance with the uniform

32-48  system adopted pursuant to subsection 1 of NRS 353A.020. The reports

32-49  must be made available for inspection by the members of the legislature.

33-1    3.  For the purposes of this section, “agency” does not include:

33-2    (a) A board or commission created by the provisions of chapters 623 to

33-3  625, inclusive, 628 to 644, inclusive, 654 and 656 of NRS[.] and sections

33-4  59 to 89, inclusive, of this act.

33-5    (b) The University and Community College System of Nevada.

33-6    (c) The public employees’ retirement system.

33-7    (d) The housing division of the department of business and industry.

33-8    (e) The Colorado River Commission.

33-9    4.  The director shall, on or before the first Monday in February of each

33-10  odd-numbered year, submit a report on the status of internal accounting

33-11  and administrative controls in agencies to the:

33-12  (a) Director of the legislative counsel bureau for transmittal to the:

33-13     (1) Senate standing committee on finance; and

33-14     (2) Assembly standing committee on ways and means;

33-15  (b) Governor; and

33-16  (c) Legislative auditor.

33-17  5.  The report submitted by the director pursuant to subsection 4 must

33-18  include, without limitation:

33-19  (a) The identification of each agency that has not complied with the

33-20  requirements of subsections 1 and 2;

33-21  (b) The identification of each agency that does not have an effective

33-22  method for reviewing its system of internal accounting and administrative

33-23  control; and

33-24  (c) The identification of each agency that has weaknesses in its system

33-25  of internal accounting and administrative control, and the extent and types

33-26  of such weaknesses.

33-27  Sec. 57.  NRS 608.0116 is hereby amended to read as follows:

33-28  608.0116  “Professional” means pertaining to an employee who is

33-29  licensed or certified by the State of Nevada for and engaged in the practice

33-30  of law or any of the professions regulated by chapters 623 to 645,

33-31  inclusive, of NRS[.] and sections 59 to 89, inclusive, of this act.

33-32  Sec. 58.  Title 54 of NRS is hereby amended by adding thereto a new

33-33  chapter to consist of the provisions set forth as sections 59 to 89, inclusive,

33-34  of this act.

33-35  Sec. 59.  As used in this chapter, unless the context otherwise

33-36  requires, the words and terms defined in sections 60 to 63, inclusive, of

33-37  this act have the meanings ascribed to them in those sections.

33-38  Sec. 60.  “Board” means the state resident agents’ board.

33-39  Sec. 61.  “Certificate” means a certificate issued to a resident agent

33-40  pursuant to this chapter.

33-41  Sec. 62.  “Certified resident agent” means a resident agent to whom

33-42  a certificate has been issued pursuant to this chapter.

33-43  Sec. 63.  “Resident agent” means a person who is appointed by a

33-44  foreign or domestic corporation, whether or not for profit, limited-

33-45  liability company, limited partnership or business trust upon whom

33-46  process or a notice or demand authorized by law to be served upon the

33-47  corporation, company, partnership or business trust may be served.

33-48  Sec. 64.  A certificate issued pursuant to the provisions of this

33-49  chapter is a privilege that may be revoked in accordance with the

34-1  disciplinary procedures set forth in this chapter and in regulations

34-2  adopted by the board pursuant thereto, and no holder of such a

34-3  certificate acquires thereby any vested right.

34-4    Sec. 65.  The provisions of this chapter do not apply to:

34-5    1.  A person who is currently a member in good standing of the State

34-6  Bar of Nevada;

34-7    2.  A person who is certified or registered as a public accountant

34-8  pursuant to chapter 628 of NRS who holds a live permit;

34-9    3.  The State of Nevada or a political subdivision thereof when

34-10  appointed or designated by law as an agent for service of process,

34-11  including, without limitation, when the secretary of state acts as an agent

34-12  for service of process with respect to causes of action arising out of the

34-13  transaction of business in this state;

34-14  4.  A person acting as a resident agent on a temporary basis and who

34-15  is the resident agent for not more than 30 persons if such a resident

34-16  agent maintains a street address at an actual physical location in this

34-17  state at all times during which he acts in the capacity of a resident agent;

34-18  or

34-19  5.  A person or entity acting on its own behalf as a resident agent if

34-20  such a person or entity complies with all applicable laws of this state

34-21  concerning the appointment of a resident agent.

34-22  Sec. 66.  1.  The state resident agents’ board, consisting of five

34-23  members appointed by the governor, is hereby created.

34-24  2.  The board must consist of:

34-25  (a) One member who is an active member of the State Bar of Nevada;

34-26  (b) One member who is employed by the secretary of state as

34-27  determined by the secretary of state; and

34-28  (c) Three members who each hold a certificate and who have been

34-29  actively engaged as a resident agent or an employee of a certified resident

34-30  agent within this state for at least 3 years immediately preceding their

34-31  appointment.

34-32  3.  A person appointed to the board must be:

34-33  (a) A citizen of the United States or lawfully entitled to remain and

34-34  work in the United States; and

34-35  (b) A resident of this state.

34-36  Sec. 67.  1.  After the initial terms, the members of the board must

34-37  be appointed to terms of 4 years.

34-38  2.  Upon the expiration of his term, a member continues to serve on

34-39  the board until a qualified person has been appointed as his successor.

34-40  3.  The governor may, after notice and hearing, remove any member

34-41  of the board for misconduct, incompetence, neglect of duty or any other

34-42  sufficient cause.

34-43  4.  The board shall:

34-44  (a) Elect annually from its members a chairman and vice chairman. If

34-45  the chairman or vice chairman is replaced by another person appointed

34-46  by the governor, the board shall elect from its members a replacement for

34-47  the chairman or vice chairman;

34-48  (b) Hold meetings as necessary for the purpose of transacting its

34-49  business;

35-1    (c) Not incur any expenses that exceed the money received from time

35-2  to time as fees provided by the provisions of this chapter;

35-3    (d) Prepare and maintain a record of its transactions and

35-4  proceedings; and

35-5    (e) Adopt a seal of which each court of this state shall take judicial

35-6  notice.

35-7    5.  All members of the board must be present to transact the business

35-8  of the board.

35-9    6.  Notwithstanding any other provision of law, a member of the

35-10  board:

35-11  (a) Is not disqualified from public employment or holding a public

35-12  office because of his membership on the board; and

35-13  (b) Does not forfeit his public office or public employment because of

35-14  his membership on the board.

35-15  Sec. 68. 1.  Each member of the board is entitled to receive a per

35-16  diem allowance and travel expenses at a rate fixed by the board, while

35-17  engaged in the business of the board. The rate must not exceed the rate

35-18  provided for state officers and employees generally.

35-19  2.  While engaged in the business of the board, each employee of the

35-20  board is entitled to receive a per diem allowance and travel expenses at a

35-21  rate fixed by the board. The rate must not exceed the rate provided for

35-22  state officers and employees generally.

35-23  3.  The expenses of the members and employees of the board and the

35-24  expenses of the board must be paid from the fees collected pursuant to

35-25  the provisions of this chapter and the expenses must not exceed the

35-26  amount so collected.

35-27  4.  All fees received by the board must be deposited by the executive

35-28  secretary of the board in banks, credit unions, or savings and loan

35-29  associations in this state and must be paid out on its order for its

35-30  expenses.

35-31  Sec. 69. 1.  Except as otherwise provided in subsection 2, the

35-32  meetings of the board must be open and public.

35-33  2.  The board may hold a closed meeting to deliberate on the decision

35-34  to be reached in any contested hearing or disciplinary action.

35-35  Sec. 70. 1.  Except as otherwise provided by law, the records of the

35-36  board must be open to inspection by the public.

35-37  2.  The board shall, on or before December 1 of each year, submit to

35-38  the governor a report of its transactions during the preceding year.

35-39  Sec. 71. 1.  The board is vested with all the functions and duties

35-40  relating to the administration of this chapter.

35-41  2.  The board may employ, prescribe the duties of and fix the salary

35-42  of:

35-43  (a) An executive secretary who may be employed on a part-time basis;

35-44  and

35-45  (b) Other personnel necessary to carry out its duties.

35-46  3.  The board may appoint such committees as it considers necessary.

35-47  4.  The expenditures described in this section must be paid from the

35-48  fees collected pursuant to this chapter.

 

36-1    Sec. 72. 1.  The board shall:

36-2    (a) Charge and collect an application fee or renewal fee from an

36-3  applicant for the issuance or renewal of a certificate.

36-4    (b) Impose and collect the other fees and fines in the manner set forth

36-5  in this chapter.

36-6    (c) Adopt such regulations as are necessary to carry out the provisions

36-7  of this chapter.

36-8    2.  The board or any member of the board may:

36-9    (a) Administer oaths; and

36-10  (b) Certify to all official acts.

36-11  Sec. 73.  A member of the board or an employee or agent of the

36-12  board is not liable in a civil action for any act performed in good faith

36-13  and within the scope of the duties of the board pursuant to the provisions

36-14  of this chapter.

36-15  Sec. 74.  The board may assist in all matters pertaining to the

36-16  advancement of the profession of resident agency in this state, including,

36-17  without limitation, all matters that may advance the professional interests

36-18  of certified resident agents and such matters as concern their relations

36-19  with the public.

36-20  Sec. 75. 1.  Each applicant for a certificate must file an application

36-21  with the board containing:

36-22  (a) A statement that the applicant desires the issuance of a certificate

36-23  pursuant to the provisions of this chapter;

36-24  (b) The street address or other physical location of the applicant’s

36-25  place of business;

36-26  (c) The street address or other physical location in this state and, if

36-27  different, the mailing address, for service of process on the applicant;

36-28  (d) The names and physical and mailing addresses of any owners,

36-29  partners, officers, directors, members and managerial personnel of the

36-30  applicant;

36-31  (e) If the applicant is a business entity, the employer identification

36-32  number of the entity; and

36-33  (f) Any information requested by the board to ascertain the

36-34  background, experience, knowledge and qualifications of the applicant.

36-35  2.  The application must be:

36-36  (a) Made on a form prescribed by the board; and

36-37  (b) Accompanied by the fee required pursuant to section 80 of this act.

36-38  Sec. 76. An application for a certificate submitted by an applicant

36-39  who is a natural person must set forth the social security number of the

36-40  applicant.

36-41  Sec. 77.  1.  An applicant for the issuance, renewal or reinstatement

36-42  of a certificate must submit to the board the statement prescribed by the

36-43  welfare division of the department of human resources pursuant to NRS

36-44  425.520. The statement must be completed and signed by the applicant.

36-45  2.  The board shall include the statement required pursuant to

36-46  subsection 1 in:

36-47  (a) The application or any other forms that must be submitted for the

36-48  issuance or renewal of the certificate; or

36-49  (b) A separate form prescribed by the board.

37-1    3.  A certificate may not be issued or renewed by the board if the

37-2  applicant:

37-3    (a) Fails to submit the statement required pursuant to subsection 1; or

37-4    (b) Indicates on the statement submitted pursuant to subsection 1 that

37-5  he is subject to a court order for the support of a child and is not in

37-6  compliance with the order or a plan approved by the district attorney or

37-7  other public agency enforcing the order for the repayment of the amount

37-8  owed pursuant to the order.

37-9    4.  If an applicant indicates on the statement submitted pursuant to

37-10  subsection 1 that he is subject to a court order for the support of a child

37-11  and is not in compliance with the order or a plan approved by the district

37-12  attorney or other public agency enforcing the order for the repayment of

37-13  the amount owed pursuant to the order, the board shall advise the

37-14  applicant to contact the district attorney or other public agency enforcing

37-15  the order to determine the actions that the applicant may take to satisfy

37-16  the arrearage.

37-17  Sec. 78. 1.  The board shall issue a certificate to an applicant who

37-18  is a natural person if he:

37-19  (a) Is a citizen of the United States or lawfully entitled to remain and

37-20  work in the United States;

37-21  (b) Is at least 18 years of age;

37-22  (c) Is of good moral character;

37-23  (d) Is competent to transact the business of a resident agent in a

37-24  manner that will safeguard the interests of the public;

37-25  (e) Pays the application fee required pursuant to section 80 of this act;

37-26  and

37-27  (f) Submits the statement required pursuant to section 77 of this act.

37-28  2.  If the applicant is a corporation, association, or other organization

37-29  or entity other than a natural person, the board shall issue a certificate if

37-30  the applicant:

37-31  (a) Is a business in good standing pursuant to the laws and

37-32  requirements of the state in which it is organized;

37-33  (b) Maintains a street address at an actual physical location in this

37-34  state at which the corporation, association, or other organization or

37-35  entity is available for service of process in the capacity of a resident

37-36  agent; and

37-37  (c) Designates a natural person to receive service of process in this

37-38  state for the corporation, association, or other organization or entity.

37-39  3.  A certificate must not be issued until the applicant has satisfied

37-40  the certification requirements and paid the fee required pursuant to

37-41  section 80 of this act.

37-42  4.  Each certificate issued by the board pursuant to this section must

37-43  be numbered.

37-44  Sec. 79.  1.  An applicant for the renewal of a certificate must:

37-45  (a) Apply to the board for renewal on a form prescribed by the board;

37-46  (b) Pay the annual renewal fee required pursuant to section 80 of this

37-47  act; and

37-48  (c) Submit the statement required pursuant to section 77 of this act to

37-49  the board.

38-1    2.  The board shall suspend a certificate of a certified resident agent

38-2  who fails to:

38-3    (a) Pay in advance the annual renewal fee required pursuant to

38-4  section 80 of this act; and

38-5    (b) Submit the statement required pursuant to section 77 of this act.

38-6    3.  A certificate that has been suspended pursuant to subsection 2

38-7  must not be reinstated by the board unless, within 2 years after the

38-8  suspension:

38-9    (a) The annual renewal fee required pursuant to section 80 of this act

38-10  has been paid;

38-11  (b) The reinstatement fee set forth in section 80 of this act has been

38-12  paid; and

38-13  (c) The statement required pursuant to section 77 of this act has been

38-14  submitted.

38-15  Sec. 80. The board shall, by regulation, adopt a fee schedule that:

38-16  1.  For the original application for a certificate, must be not less than

38-17  $500 but not more than $1,000.

38-18  2.  For the renewal of a certificate, must be not less than $500 but not

38-19  more than $1,000, which fee must be paid to the board on or before May

38-20  15 of each year.

38-21  3.  For the reinstatement of a certificate which has been suspended

38-22  for failure to renew, must be an amount equal to all unpaid renewal fees

38-23  that have accrued and a reinstatement fee of $250.

38-24  4.  For the reinstatement of a certificate which has been revoked,

38-25  must be the fee prescribed for an original application for a certificate

38-26  pursuant to subsection 1.

38-27  Sec. 81. 1.  Each person to whom a valid existing certificate as a

38-28  certified resident agent has been issued pursuant to this chapter must be

38-29  designated as a certified resident agent. A certified resident agent may, in

38-30  connection with his business, use the abbreviation “C.R.A.” and the

38-31  designation “certified resident agent.”

38-32  2.  Each holder of a certificate shall place the number of his

38-33  certificate on all presentments to the public, including, without

38-34  limitation:

38-35  (a) Advertising;

38-36  (b) Solicitations;

38-37  (c) Business cards;

38-38  (d) Stationery; and

38-39  (e) Listings in telephone directories.

38-40  Sec. 82.  1.  The board may refuse to issue or renew or may suspend

38-41  or revoke any certificate or impose fines on resident agents if an

38-42  applicant or resident agent has:

38-43  (a) Obtained or sought to obtain a certificate for himself or any other

38-44  person by means of fraud or misrepresentation;

38-45  (b) Been found in violation of laws or regulations governing the

38-46  actions of resident agents in this state arising out of his conduct in

38-47  performing or attempting to perform any act as a resident agent;

38-48  (c) Been convicted of a crime related to the qualifications, functions

38-49  and responsibilities of a certified resident agent; or

39-1    (d) Been convicted of a felony, gross misdemeanor or any offense

39-2  involving moral turpitude.

39-3    2.  For purposes of subsection 1, the judgment of conviction or a

39-4  certified copy of the judgment is conclusive evidence of conviction of an

39-5  offense.

39-6    3.  The board may refuse to issue or renew or may suspend or revoke

39-7  any certificate or impose a fine on a resident agent in the manner

39-8  provided in this chapter if the resident agent, in performing or attempting

39-9  to perform or pretending to perform any act as a resident agent, has:

39-10  (a) Willfully failed to establish and maintain an office or a physical

39-11  address within this state;

39-12  (b) Willfully failed to accept such legal notice, demands or process as

39-13  may be required by law;

39-14  (c) Willfully failed to timely forward to a party represented by the

39-15  resident agent all legal notices, demands or process as have been

39-16  accepted by the resident agent;

39-17  (d) Demonstrated unworthiness or incompetency to act as a resident

39-18  agent in such a manner as to safeguard the interests of the public;

39-19  (e) Willfully violated any of the provisions of this chapter or the

39-20  regulations adopted by the board to enforce this chapter;

39-21  (f) Engaged in unprofessional conduct;

39-22  (g) Acted as a resident agent during any period when his certificate

39-23  has been suspended or revoked by the board; or

39-24  (h) Failed to provide information requested by the board as the result

39-25  of a formal or informal complaint to the board within a reasonable time.

39-26  4.  A holder of a certificate must notify the chairman or executive

39-27  secretary of the board in writing within 30 days after changing his name,

39-28  mailing address or physical address. The board may suspend or revoke a

39-29  certificate or impose a fine if a certified resident agent fails to provide

39-30  such notice to the board.

39-31  Sec. 83. 1.  If the board receives a copy of a court order issued

39-32  pursuant to NRS 425.540 that provides for the suspension of all

39-33  professional, occupational and recreational licenses, certificates and

39-34  permits issued to a person who is the holder of a certificate issued

39-35  pursuant to this chapter, the board shall deem the certificate issued to

39-36  that person to be suspended at the end of the 30th day after the date on

39-37  which the court order was issued unless the board receives a letter issued

39-38  to the holder of the certificate by the district attorney or other public

39-39  agency pursuant to NRS 425.550 stating that the holder of the certificate

39-40  has complied with the subpoena or warrant or has satisfied the arrearage

39-41  pursuant to NRS 425.560.

39-42  2.  The board shall reinstate a certificate issued pursuant to this

39-43  chapter that has been suspended by a district court pursuant to NRS

39-44  425.540 if the board receives a letter issued by the district attorney or

39-45  other public agency pursuant to NRS 425.550 to the person whose

39-46  certificate was suspended stating that the person whose certificate was

39-47  suspended has complied with the subpoena or warrant or has satisfied

39-48  the arrearage pursuant to NRS 425.560.

40-1    Sec. 84. 1.  The board or any of its members who become aware of

40-2  any ground for initiating disciplinary action against a resident agent

40-3  shall, and any other person who is so aware may, file a written complaint

40-4  specifying the relevant facts with the board. The complaint must

40-5  specifically charge one or more of the grounds for initiating disciplinary

40-6  action.

40-7    2.  As soon as practicable after the filing of the complaint, the board

40-8  shall set a date for a hearing on the matter. The date must not be earlier

40-9  than 30 days after the complaint is filed, except that the date may be

40-10  changed upon agreement of the parties. The board shall immediately

40-11  notify the certified resident agent of the complaint and the date and place

40-12  set for the hearing. A copy of the complaint must be attached to the

40-13  notice.

40-14  3.  The failure of the certified resident agent to appear at the hearing

40-15  does not delay or void the proceeding.

40-16  4.  The board may, for good cause, continue a hearing from time to

40-17  time.

40-18  5.  If, after notice and a hearing, the board determines that the

40-19  certified resident agent has violated a provision of this chapter or any

40-20  regulation adopted pursuant thereto, it may:

40-21  (a) Administer a public or private reprimand;

40-22  (b) Suspend the certificate of the resident agent and impose conditions

40-23  for the removal of the suspension;

40-24  (c) Revoke the certificate of the resident agent and prescribe the

40-25  requirements for the reinstatement of the certificate;

40-26  (d) Impose a fine in an amount determined by the board that must not

40-27  exceed:

40-28     (1) For a first violation of this chapter, $250;

40-29     (2) For a second violation of this chapter, $500; or

40-30     (3) For a third or subsequent violation of this chapter, $1,000;

40-31  (e) Require him to pay the costs of the board for the investigation and

40-32  hearing; or

40-33  (f) Take any combination of the actions authorized by paragraphs (a)

40-34  to (e), inclusive.

40-35  6.  If, after notice and a hearing, the board suspends or revokes the

40-36  certificate of a certified resident agent pursuant to this section, it shall

40-37  immediately notify the secretary of state in writing of the suspension or

40-38  revocation.

40-39  7.  At any time after the suspension or revocation of any certificate,

40-40  the board may reinstate a suspended or revoked certificate upon a

40-41  unanimous vote by the board.

40-42  8.  The board shall deposit the money collected from the imposition of

40-43  fines with the state treasurer for credit to the state general fund. If the

40-44  money is so deposited, the board may present a claim to the state board of

40-45  examiners for recommendation to the interim finance committee if

40-46  money is required to pay attorney’s fees or the costs of an investigation,

40-47  or both.

41-1    9.  An order of the board suspending or revoking a certificate or

41-2  imposing a fine pursuant to this section is a final decision for the

41-3  purpose of judicial review.

41-4    Sec. 85. 1.  The board may, in any hearing before it, cause the

41-5  deposition of witnesses to be taken in the manner prescribed for

41-6  depositions in civil actions in this state.

41-7    2.  Each witness who appears by an order of the board is entitled to

41-8  receive for his attendance the same fees and mileage allowed by law to a

41-9  witness in a civil case.

41-10  3.  Any district court, upon the application of the certified resident

41-11  agent or complainant or of the board, may, by order, require the

41-12  attendance of witnesses and the production of relevant books and papers

41-13  before the board in any hearing concerning the application for or denial,

41-14  suspension or revocation of a certificate, and the court may compel

41-15  obedience to its order by proceedings for contempt.

41-16  4.  The board, at its expense, shall provide a court reporter to

41-17  transcribe the testimony and preserve a record of all proceedings

41-18  involving the application for or denial, suspension or revocation of a

41-19  certificate. The notice of hearing, complaint and all other documents in

41-20  the nature of pleadings and written motions filed in the proceedings, the

41-21  transcript of testimony, the report of the board and its orders constitute

41-22  the record of the proceedings. The board shall furnish a transcript of the

41-23  record to any person interested in the hearing upon payment of the

41-24  statutory fees for transcription provided in NRS 3.370.

41-25  Sec. 86. 1.  Unless a person is certified by the board pursuant to

41-26  this chapter, he shall not:

41-27  (a) Hold himself out to a member of the general public as a certified

41-28  resident agent;

41-29  (b) Use the title “certified resident agent,” or use the abbreviation

41-30  “C.R.A.” or any similar designation, either directly or indirectly, in

41-31  connection with his profession or business; or

41-32  (c) Imply in any way that he is certified by the board.

41-33  2.  If the board believes that any person has violated or is about to

41-34  violate the provisions of subsection 1, it may bring an action in a court of

41-35  competent jurisdiction to enjoin that person from engaging in or

41-36  continuing the violation. An injunction:

41-37  (a) May be issued without proof of actual damage sustained by any

41-38  person; and

41-39  (b) Does not prevent the criminal prosecution and punishment of a

41-40  person who violates the provisions of subsection 1.

41-41  3.  In all proceedings pursuant to this section, the court may

41-42  apportion the costs among the parties interested in the suit, including,

41-43  without limitation, the costs of filing the complaint, service of process,

41-44  witness fees and expenses, charges for a court reporter and reasonable

41-45  attorney’s fees.

41-46  Sec. 87. Except as otherwise provided in section 65 of this act, no

41-47  person may engage in the profession of a resident agent in this state

41-48  except a resident agent who holds a current and valid certificate issued

41-49  by the board pursuant to this chapter.

42-1    Sec. 88.  No action or suit may be instituted, nor recovery therein be

42-2  had, in any court of this state by any person for compensation for any act

42-3  done or service rendered, the doing or rendering of which is prohibited

42-4  pursuant to the provisions of this chapter.

42-5    Sec. 89.  A person who violates any of the provisions of this chapter

42-6  is guilty of a misdemeanor.

42-7    Sec. 90.  Section 78 of this act is hereby amended to read as follows:

42-8    Sec. 78.  1.  The board shall issue a certificate to an applicant

42-9  who is a natural person if he:

42-10  (a) Is a citizen of the United States or lawfully entitled to remain

42-11  and work in the United States;

42-12  (b) Is at least 18 years of age;

42-13  (c) Is of good moral character;

42-14  (d) Is competent to transact the business of a resident agent in a

42-15  manner that will safeguard the interests of the public; and

42-16  (e) Pays the application fee required pursuant to section 80 of this

42-17  act . [; and

42-18  (f) Submits the statement required pursuant to section 77 of this

42-19  act.]

42-20  2.  If the applicant is a corporation, association, or other

42-21  organization or entity other than a natural person, the board shall issue

42-22  a certificate if the applicant:

42-23  (a) Is a business in good standing pursuant to the laws and

42-24  requirements of the state in which it is organized;

42-25  (b) Maintains a street address at an actual physical location in this

42-26  state at which the corporation, association, or other organization or

42-27  entity is available for service of process in the capacity of a resident

42-28  agent; and

42-29  (c) Designates a natural person to receive service of process in this

42-30  state for the corporation, association, or other organization or entity.

42-31  3.  A certificate must not be issued until the applicant has satisfied

42-32  the certification requirements and paid the fee required pursuant to

42-33  section 80 of this act.

42-34  4.  Each certificate issued by the board pursuant to this section

42-35  must be numbered.

42-36  Sec. 91.  Section 79 of this act is hereby amended to read as follows:

42-37  Sec. 79.  1.  An applicant for the renewal of a certificate must:

42-38  (a) Apply to the board for renewal on a form prescribed by the

42-39  board; and

42-40  (b) Pay the annual renewal fee required pursuant to section 80 of

42-41  this act . [; and

42-42  (c) Submit the statement required pursuant to section 77 of this act

42-43  to the board.]

42-44  2.  The board shall suspend a certificate of a certified resident

42-45  agent who fails to[:

42-46  (a) Pay] pay in advance the annual renewal fee required pursuant

42-47  to section 80 of this act . [; and

42-48  (b) Submit the statement required pursuant to section 77 of this

42-49  act.]

43-1    3.  A certificate that has been suspended pursuant to subsection 2

43-2  must not be reinstated by the board unless, within 2 years after the

43-3  suspension:

43-4    (a) The annual renewal fee required pursuant to section 80 of this

43-5  act has been paid; and

43-6    (b) The reinstatement fee set forth in section 80 of this act has

43-7  been paid . [; and

43-8    (c) The statement required pursuant to section 77 of this act has

43-9  been submitted.]

43-10  Sec. 92.  Notwithstanding the provisions of section 66 of this act, each

43-11  resident agent who is appointed to the state resident agents’ board created

43-12  pursuant to section 66 of this act to an initial term must be eligible for a

43-13  certificate as a certified resident agent but need not be the holder of a

43-14  certificate pursuant to this chapter at the time he is appointed to the board.

43-15  Sec. 93.  As soon as practicable after July 1, 2001, the governor shall

43-16  appoint to the state resident agents’ board:

43-17  1.  One member whose term expires on June 30, 2002.

43-18  2.  Two members whose terms expire on June 30, 2003.

43-19  3.  Two members whose terms expire on June 30, 2004.

43-20  Sec. 94.  Notwithstanding the provisions of sections 59 to 89,

43-21  inclusive, of this act, a person who acts as a resident agent is not required

43-22  to be licensed pursuant to the provisions of this act before January 1, 2002.

43-23  Sec. 95.  The amendatory provisions of this act do not apply to

43-24  offenses committed before January 1, 2002.

43-25  Sec. 96.  1.  This section and sections 1 to 89, inclusive, and 92 to 95,

43-26  inclusive, of this act become effective on July 1, 2001.

43-27  2.  Sections 76, 77 and 83 of this act expire by limitation on the date on

43-28  which the provisions of 42 U.S.C. § 666 requiring each state to establish

43-29  procedures under which the state has authority to withhold or suspend, or

43-30  to restrict the use of professional, occupational and recreational licenses of

43-31  persons who:

43-32  (a) Have failed to comply with a subpoena or warrant relating to a

43-33  proceeding to determine the paternity of a child or to establish or enforce

43-34  an obligation for the support of a child; or

43-35  (b) Are in arrears in the payment for the support of one or more

43-36  children,

43-37  are repealed by the Congress of the United States.

43-38  3.  Sections 90 and 91 of this act become effective on the date on which

43-39  the provisions of 42 U.S.C. § 666 requiring each state to establish

43-40  procedures under which the state has authority to withhold or suspend, or

43-41  to restrict the use of professional, occupational and recreational licenses of

43-42  persons who:

43-43  (a) Have failed to comply with a subpoena or warrant relating to a

43-44  procedure to determine the paternity of a child or to establish or enforce an

43-45  obligation for the support of a child; or

43-46  (b) Are in arrears in the payment for the support of one or more

43-47  children,

43-48  are repealed by the Congress of the United States.

 

43-49  H