2001 REGULAR SESSION (71st) A SB577 R1 1172
Adoption of this amendment will MAINTAIN a 2/3s majority vote requirement for final passage of SB577 R1 (§§ 1.5, 4, 6, 7, 8.5, 10, 11, 12, 13, 14, 15, 16, 18, 19, 19.5, 20, 22, 23, 24, 25, 26, 27, 28, 29, 30, 31, 32, 33, 34, 35, 36, 37, 38, 39, 40, 41, 42, 43, 44, 45, 46, 49, 50, 51, 52, 53, 54, 55, 56, 57, 58).
ASSEMBLY ACTION Initial and Date |SENATE ACTION Initial and Date
Adopted Lost | Adopted Lost
Concurred In Not |Concurred In Not
Receded Not | Receded Not
Amend section 1, page 1, by deleting lines 4 through 13 and inserting:
“director or officer of a corporation is individually liable for a debt or liability of the corporation, unless:
(a) The stockholder, director or officer acts as the alter ego of the corporation; or
(b) The corporate fiction of a separate entity should be disregarded for any other reason.
2. A stockholder, director or officer acts as the alter ego of a corporation if:
(a) The corporation is influenced and governed by the stockholder,”.
Amend section 1, page 2, line 1, by deleting “(2)” and inserting “(b)”.
Amend section 1, page 2, line 4, by deleting “(3)” and inserting “(c)”.
Amend section 1, page 2, by deleting lines 5 through 9 and inserting:
“sanction fraud or promote injustice.”.
Amend the bill as a whole by adding a new section designated sec. 1.5, following section 1, to read as follows:
“Sec. 1.5. NRS 78.0295 is hereby amended to read as follows:
78.0295 1. A corporation may correct a document filed by the secretary of state with respect to the corporation if the document contains an inaccurate record of a corporate action described in the document or was defectively executed, attested, sealed, verified or acknowledged.
2. To correct a document, the corporation shall:
(a) Prepare a certificate of correction which:
(1) States the name of the corporation;
(2) Describes the document, including, without limitation, its filing date;
(3) Specifies the inaccuracy or defect;
(4) Sets forth the inaccurate or defective portion of the document in an accurate or corrected
form; and
(5) Is signed by an officer of the corporation.
(b) Deliver the certificate to the secretary of state for filing.
(c) Pay a filing fee of [$75] $150 to the secretary of state.
3. A certificate of correction is effective on the effective date of the document it corrects except as to persons relying on the uncorrected document and adversely affected by the correction. As to those persons, the certificate is effective when filed.”.
Amend sec. 3, page 3, line 18, after “35.230,” by inserting “78.300,”.
Amend sec. 3, page 3, line 20, after “liable” by inserting:
“to the corporation or its stockholders”.
Amend sec. 3, page 3, line 23, by deleting “and” and inserting “or”.
Amend sec. 4, page 3, line 27, by deleting “under” and inserting “pursuant to”.
Amend sec. 4, page 3, line 45, by deleting “amended” and inserting “annual”.
Amend sec. 4, pages 3 and 4, by deleting line 49 on page 3 and lines 1 through 3 on page 4, and inserting:
“4. Upon filing the [annual] list required by [subsection] :
(a) Subsection 1, the corporation shall pay to the secretary of state a fee of $165.
(b) Subsection 2, the corporation shall pay to the secretary of state a fee”.
Amend sec. 4, page 4, by deleting lines 9 and 10 and inserting:
“of the fee due pursuant to subsection [3] 4 and a reminder to file the annual list required by subsection 2. Failure of any”.
Amend sec. 4, page 4, line 14, by deleting:
“[3 or 7]” and inserting:
“[3, 6 or 7]”.
Amend sec. 4, page 4, line 19, after “and” by inserting:
“must be accompanied by a fee of $85 for filing. A payment submitted pursuant to this subsection”.
Amend sec. 7, page 4, line 47, by deleting “under” and inserting “pursuant to”.
Amend sec. 7, page 5, lines 4 and 5, by deleting:
“its charter was revoked;” and inserting:
“it failed to file each required annual list in a timely manner;”.
Amend sec. 7, page 5, line 9, after “fee” by inserting “or fees”.
Amend the bill as a whole by deleting sec. 8 and inserting:
“Sec. 8. (Deleted by amendment.)”.
Amend the bill as a whole by adding a new section designated sec. 8.5, following sec. 8, to read as follows:
“Sec. 8.5. NRS 78.390 is hereby amended to read as follows:
78.390 1. Every amendment adopted pursuant to the provisions of NRS 78.385 must be made in the following manner:
(a) The board of directors must adopt a resolution setting forth the amendment proposed and declaring its advisability, and either call a special meeting of the stockholders entitled to vote on the amendment or direct that the proposed amendment be considered at the next annual meeting of the stockholders entitled to vote on the amendment.
(b) At the meeting, of which notice must be given to each stockholder entitled to vote pursuant to the provisions of this section, a vote of the stockholders entitled to vote in person or by proxy must be taken for and against the proposed amendment. If it appears upon the canvassing of the votes that stockholders holding shares in the corporation entitling them to exercise at least a majority of the voting power, or such greater proportion of the voting power as may be required in the case of a vote by classes or series, as provided in subsections 2 and 4, or as may be required by the provisions of the articles of incorporation, have voted in favor of the amendment, an officer of the corporation shall sign a certificate setting forth the amendment, or setting forth the articles of incorporation as amended, and the vote by which the amendment was adopted.
(c) The certificate so signed must be filed with the secretary of state.
2. If any proposed amendment would adversely alter or change any preference or any relative or other right given to any class or series of outstanding shares, then the amendment must be approved by the vote, in addition to the affirmative vote otherwise required, of the holders of shares representing a majority of the voting power of each class or series adversely affected by the amendment regardless of limitations or restrictions on the voting power thereof.
3. Provision may be made in the articles of incorporation requiring, in the case of any specified amendments, a larger proportion of the voting power of stockholders than that required by this section.
4. Different series of the same class of shares do not constitute different classes of shares for the purpose of voting by classes except when the series is adversely affected by an amendment in a different manner than other series of the same class.
5. The resolution of the stockholders approving the proposed amendment may provide that at any time before the effective date of the amendment, notwithstanding approval of the proposed amendment by the stockholders, the board of directors may, by resolution, abandon the proposed amendment without further action by the stockholders.
6. A certificate filed pursuant to subsection 1 becomes effective upon filing with the secretary of state or upon a later date specified in the certificate, which must not be later than 90 days after the certificate is filed.
7. If a certificate filed pursuant to subsection 1 specifies an effective date and if the resolution of the stockholders approving the proposed amendment provides that the board of directors may abandon the proposed amendment pursuant to subsection 5, the board of directors may terminate the effectiveness of the certificate by resolution and by filing a certificate of termination with the secretary of state that:
(a) Is filed before the effective date specified in the certificate filed pursuant to subsection 1;
(b) Identifies the certificate being terminated;
(c) States that, pursuant to the resolution of the stockholders, the board of directors is authorized
to terminate the effectiveness of the certificate;
(d) States that the effectiveness of the certificate has been terminated;
(e) Is signed by an officer of the corporation; and
(f) Is accompanied by a filing fee of [$75.] $150.”.
Amend sec. 10, page 6, line 46, by deleting “or agreement”.
Amend sec. 10, page 7, line 7, by deleting “under” and inserting “pursuant to”.
Amend sec. 11, page 7, after line 46, by inserting:
“4. The fee for filing a certificate of termination pursuant to NRS 78.1955, 78.209 or 78.380 is [$75.] $150.”.
Amend sec. 14, page 8, line 33, by deleting “[$15.] $30.” and inserting “[$20.] $40.”.
Amend sec. 14, page 8, line 44, by deleting “[78.770,] 92A.210” and inserting “92A.210,”.
Amend the bill as a whole by adding a new section designated sec. 19.5, following sec. 19, to read as follows:
“Sec. 19.5. NRS 86.226 is hereby amended to read as follows:
86.226 1. A signed certificate of amendment, or a certified copy of a judicial decree of amendment, must be filed with the secretary of state. A person who executes a certificate as an agent, officer or fiduciary of the limited-liability company need not exhibit evidence of his authority as a prerequisite to filing. Unless the secretary of state finds that a certificate does not conform to law, upon his receipt of all required filing fees he shall file the certificate.
2. A certificate of amendment or judicial decree of amendment is effective upon filing with the secretary of state or upon a later date specified in the certificate or judicial decree, which must not be more than 90 days after the certificate or judicial decree is filed.
3. If a certificate specifies an effective date and if the resolution of the members approving the proposed amendment provides that one or more managers or, if management is not vested in a manager, one or more members may abandon the proposed amendment, then those managers or members may terminate the effectiveness of the certificate by filing a certificate of termination with the secretary of state that:
(a) Is filed before the effective date specified in the certificate or judicial decree filed pursuant to subsection 1;
(b) Identifies the certificate being terminated;
(c) States that, pursuant to the resolution of the members, the manager of the company or, if management is not vested in a manager, a designated member is authorized to terminate the effectiveness of the certificate;
(d) States that the effectiveness of the certificate has been terminated;
(e) Is signed by a manager of the company or, if management is not vested in a manager, a designated member; and
(f) Is accompanied by a filing fee of [$75.] $150.”.
Amend sec. 23, page 12, line 27, by deleting “under” and inserting “pursuant to”.
Amend sec. 23, page 12, lines 33 and 34, by deleting:
“its charter has been revoked;” and inserting:
“it failed to file in a timely manner each required annual list;”.
Amend sec. 24, page 13, by deleting lines 5 and 6 and inserting:
“(b) Amending or restating the articles of organization, amending the registration of a foreign company or filing a certificate of correction, [$75;] $150;”.
Amend sec. 24, page 13, by deleting lines 15 and 16 and inserting:
“(h) Filing a certificate of cancellation, [$30;] $60;
(i) Executing, filing or certifying any other document, [$20;] $40; and
(j) Copies made at the office of the secretary of state, $1 per page.”.
Amend sec. 32, page 16, line 36, by deleting “[$15.] $30.” and inserting “[$20.] $40.”.
Amend sec. 33, page 17, between lines 35 and 36, by inserting:
“6. A filing made pursuant to this section does not satisfy the provisions of NRS 88.355 and may not be substituted for filings submitted pursuant to NRS 88.355.”.
Amend sec. 34, page 17, line 37, by deleting “corporation” and inserting “limited partnership”.
Amend sec. 40, page 20, line 32, by deleting “[$15.] $30.” and inserting “[$20.] $40.”.
Amend sec. 42, page 21, by deleting lines 14 through 40 and inserting:
“89.250 1. Except as otherwise provided in subsection 2,a professional association shall, on or before the first day of the second month after the filing of its articles of association with the secretary of state, and annually thereafter on or before the last day of the month in which the anniversary date of its organization occurs in each year, furnish a statement to the secretary of state showing the names and residence addresses of all members and employees in [such] the association and [shall certify] certifying that all members and employees are licensed to render professional service in this state.
2. A professional association organized and practicing pursuant to the provisions of this chapter and NRS 623.349 shall, on or before the first day of the second month after the filing of its articles of association with the secretary of state, and annually thereafter on or before the last day of the month in which the anniversary date of its organization occurs in each year, furnish a statement to the secretary of state:
(a) Showing the names and residence addresses of all members and employees of the association who are licensed or otherwise authorized by law to render professional service in this state;
(b) Certifying that all members and employees who render professional service are licensed or otherwise authorized by law to render professional service in this state; and
(c) Certifying that all members who are not licensed to render professional service in this state do not render professional service on behalf of the association except as authorized by law.
3. [The statement must:
(a) Be made] Each statement filed pursuant to this section must be:
(a) Made on a form prescribed by the secretary of state and must not contain any fiscal or other information except that expressly called for by this section.
(b) [Be signed] Signed by the chief executive officer of the association.
(c) Accompanied by a declaration under penalty of perjury that the professional association has complied with the provisions of chapter 364A of NRS.
4. Upon filing [the annual] :
(a) The initial statement required by this section, the association shall pay to the secretary of state a fee of $165.
(b) Each annual statement required by this section, the association shall pay to the secretary of state a fee of [$15.] $85.
5. As used in this section, “signed” means to have executed or adopted a name, word or mark, including, without limitation, a digital signature as defined in NRS 720.060, with the present intention to authenticate a document.”.
Amend sec. 46, page 23, by deleting lines 20 through 39 and inserting:
“92A.210 1. Except as otherwise provided in this section, the fee for filing articles of merger, articles of conversion, articles of exchange, articles of domestication or articles of termination is [$125.] $325. The fee for filing the constituent documents of a domestic resulting entity is the fee for filing the constituent documents determined by the chapter of NRS governing the particular domestic resulting entity.
2. The fee for filing articles of merger of two or more domestic corporations is the difference between the fee computed at the rates specified in NRS 78.760 upon the aggregate authorized stock of the corporation created by the merger and the fee computed upon the aggregate amount of the total authorized stock of the constituent corporation.
3. The fee for filing articles of merger of one or more domestic corporations with one or more foreign corporations is the difference between the fee computed at the rates specified in NRS 78.760 upon the aggregate authorized stock of the corporation created by the merger and the fee computed upon the aggregate amount of the total authorized stock of the constituent corporations which have paid the fees required by NRS 78.760 and 80.050.
4. The fee for filing articles of merger of two or more domestic or foreign corporations must not be less than [$125.] $325. The amount paid pursuant to subsection 3 must not exceed $25,000.”.
Amend the bill as a whole by deleting sections 54 and 55, renumbering sections 56 through 59 as sections 60 through 63 and adding new sections designated sections 54 to 59, following sec. 53, to read as follows:
“Sec. 54. Section 29 of Senate Bill No. 51 of this session is hereby amended to read as follows:
Sec. 29. NRS 78.390 is hereby amended to read as follows:
78.390 1. Every amendment adopted pursuant to the provisions of NRS 78.385 must be made in the following manner:
(a) The board of directors must adopt a resolution setting forth the amendment proposed and declaring its advisability, and either call a special meeting of the stockholders entitled to vote on the amendment or direct that the proposed amendment be considered at the next annual meeting of the stockholders entitled to vote on the amendment.
(b) At the meeting, of which notice must be given to each stockholder entitled to vote pursuant to the provisions of this section, a vote of the stockholders entitled to vote in person or by proxy must be taken for and against the proposed amendment. If it appears upon the canvassing of the votes that stockholders holding shares in the corporation entitling them to exercise at least a majority of the voting power, or such greater proportion of the voting power as may be required in the case of a vote by classes or series, as provided in subsections 2 and 4, or as may be required by the provisions of the articles of incorporation, have voted in favor of the amendment, an officer of the corporation shall sign a certificate setting forth the amendment, or setting forth the articles of incorporation as amended, and the vote by which the amendment was adopted.
(c) The certificate so signed must be filed with the secretary of state.
2. If any proposed amendment would adversely alter or change any preference or any relative or other right given to any class or series of outstanding shares, then the amendment must be approved by the vote, in addition to the affirmative vote otherwise required, of the holders of shares representing a majority of the voting power of each class or series adversely affected by the amendment regardless of limitations or restrictions on the voting power thereof.
3. Provision may be made in the articles of incorporation requiring, in the case of any specified amendments, a larger proportion of the voting power of stockholders than that required by this section.
4. Different series of the same class of shares do not constitute different classes of shares for the purpose of voting by classes except when the series is adversely affected by an amendment in a different manner than other series of the same class.
5. The resolution of the stockholders approving the proposed amendment may provide that at any time before the effective date of the amendment, notwithstanding approval of the proposed amendment by the stockholders, the board of directors may, by resolution, abandon the proposed amendment without further action by the stockholders.
6. A certificate filed pursuant to subsection 1 becomes effective upon filing with the secretary of state or upon a later date specified in the certificate, which must not be later than 90 days after the certificate is filed.
7. If a certificate filed pursuant to subsection 1 specifies an effective date and if the resolution of the stockholders approving the proposed amendment provides that the board of directors may abandon the proposed amendment pursuant to subsection 5, the board of directors may terminate the effectiveness of the certificate by resolution and by filing a certificate of termination with the secretary of state that:
(a) Is filed before the effective date specified in the certificate filed pursuant to subsection 1;
(b) Identifies the certificate being terminated;
(c) States that, pursuant to the resolution of the stockholders, the board of directors is authorized to terminate the effectiveness of the certificate;
(d) States that the effectiveness of the certificate has been terminated;
(e) Is signed by an officer of the corporation; and
(f) Is accompanied by a filing fee of [$75.] $150.
Sec. 55. Section 55 of Senate Bill No. 51 of this session is hereby amended to read as follows:
Sec. 55. 1. A limited-liability company may correct a document filed by the secretary of state with respect to the limited-liability company if the document contains an inaccurate record of a company action described in the document or was defectively executed, attested, sealed, verified or acknowledged.
2. To correct a document, the limited-liability company must:
(a) Prepare a certificate of correction that:
(1) States the name of the limited-liability company;
(2) Describes the document, including, without limitation, its filing date;
(3) Specifies the inaccuracy or defect;
(4) Sets forth the inaccurate or defective portion of the document in an accurate or corrected form; and
(5) Is signed by a manager of the company, or if management is not vested in a manager, by a member of the company.
(b) Deliver the certificate to the secretary of state for filing.
(c) Pay a filing fee of [$75] $150 to the secretary of state.
3. A certificate of correction is effective on the effective date of the document it corrects except as to persons relying on the uncorrected document and adversely affected by the correction. As to those persons, the certificate is effective when filed.
Sec. 56. Section 90 of Senate Bill No. 51 of this session is hereby amended to read as follows:
Sec. 90. Chapter 87 of NRS is hereby amended by adding thereto a new section to read as follows:
1. A limited-liability partnership may correct a document filed by the secretary of state with respect to the limited-liability partnership if the document contains an inaccurate record of a partnership action described in the document or was defectively executed, attested, sealed, verified or acknowledged.
2. To correct a document, the limited-liability partnership must:
(a) Prepare a certificate of correction that:
(1) States the name of the limited-liability partnership;
(2) Describes the document, including, without limitation, its filing date;
(3) Specifies the inaccuracy or defect;
(4) Sets forth the inaccurate or defective portion of the document in an accurate or corrected form; and
(5) Is signed by a managing partner of the limited-liability partnership.
(b) Deliver the certificate to the secretary of state for filing.
(c) Pay a filing fee of [$75] $150 to the secretary of state.
3. A certificate of correction is effective on the effective date of the document it corrects except as to persons relying on the uncorrected document and adversely affected by the correction. As to those persons, the certificate is effective when filed.
Sec. 57. Section 93 of Senate Bill No. 51 of this session is hereby amended to read as follows:
Sec. 93. 1. A limited partnership may correct a document filed by the secretary of state with respect to the limited partnership if the document contains an inaccurate record of a partnership action described in the document or was defectively executed, attested, sealed, verified or acknowledged.
2. To correct a document, the limited partnership must:
(a) Prepare a certificate of correction that:
(1) States the name of the limited partnership;
(2) Describes the document, including, without limitation, its filing date;
(3) Specifies the inaccuracy or defect;
(4) Sets forth the inaccurate or defective portion of the document in an accurate or corrected form; and
(5) Is signed by a general partner of the limited partnership.
(b) Deliver the certificate to the secretary of state for filing.
(c) Pay a filing fee of [$75] $150 to the secretary of state.
3. A certificate of correction is effective on the effective date of the document it corrects except as to persons relying on the uncorrected document and adversely affected by the correction. As to those persons, the certificate is effective when filed.
Sec. 58. Section 102 of Senate Bill No. 51 of this session is hereby amended to read as follows:
Sec. 102. 1. A business trust may correct a document filed by the secretary of state with respect to the business trust if the document contains an inaccurate record of a trust action described in the document or was defectively executed, attested, sealed, verified or acknowledged.
2. To correct a document, the business trust must:
(a) Prepare a certificate of correction that:
(1) States the name of the business trust;
(2) Describes the document, including, without limitation, its filing date;
(3) Specifies the inaccuracy or defect;
(4) Sets forth the inaccurate or defective portion of the document in an accurate or corrected form; and
(5) Is signed by a trustee of the business trust.
(b) Deliver the certificate to the secretary of state for filing.
(c) Pay a filing fee of [$75] $150 to the secretary of state.
3. A certificate of correction is effective on the effective date of the document it corrects except as to persons relying on the uncorrected document and adversely affected by the correction. As to those persons, the certificate is effective when filed.
Sec. 59. Senate Bill No. 51 is hereby amended by adding thereto a new section designated sec. 138, following sec. 137, to read as follows:
Sec. 138. This act becomes effective on August 1, 2001.”.
Amend sec. 56, page 27, by deleting lines 29 and 30 and inserting:
“Sec. 60. Sections 1, 2, 3, 9 and 47 of this act do not apply to a claim that arises before the effective date of this section.”.
Amend sec. 57, page 27, line 31, by deleting “59” and inserting “63”.
Amend sec. 59, page 28, by deleting lines 5 through 14 and inserting:
“Sec. 63. 1. This section and sections 1, 2, 3, 9, 47, 59, 60, 61 and 62 of this act become effective upon passage and approval.
2. Sections 5, 6, 12, 13 to 19, inclusive, 20, 21, 22, 25 to 31, inclusive, 35 to 39, inclusive, 41 to 45, inclusive, and 47 to 53, inclusive, of this act become effective:
(a) Upon passage and approval for the purpose of adopting regulations and performing any other preparatory administrative tasks that are necessary to carry out the provisions of this act; and
(b) On August 1, 2001, for all other purposes.
3. Sections 1.5, 4, 7, 8.5, 10, 11, 14, 19.5, 23, 24, 32, 33, 34, 40, 46 and 54 to 58, inclusive, of this act become effective:
(a) Upon passage and approval for the purpose of adopting regulations and performing any other preparatory administrative tasks that are necessary to carry out the provisions of this act; and
(b) At 12:01 a.m. on August 1, 2001, for all other purposes.”.
Amend the title of the bill by deleting the first line and inserting:
“AN ACT relating to business associations; revising the statutory liability of”.
Amend the summary of the bill to read as follows:
“SUMMARY¾Revises statutory liability of corporate stockholders, directors and officers and
increases fees for filing certain documents with secretary of state. (BDR 7‑1547)”.