Senate Bill No. 217–Committee on Judiciary
(On Behalf of Secretary of State)
February 20, 2001
____________
Referred to Committee on Judiciary
SUMMARY—Revises various provisions governing the filing of organizational and related documents. (BDR 7‑628)
FISCAL NOTE: Effect on Local Government: No.
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EXPLANATION
– Matter in bolded italics is new; matter
between brackets [omitted material] is material to be omitted.
Green numbers along left margin indicate location on the printed bill (e.g., 5-15 indicates page 5, line 15).
AN ACT relating to business; revising various provisions governing the filing of organizational and related documents; revising the fees for filing certain documents; providing for certificates of correction; 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 78.1955 is hereby amended to read as follows:
1-2 78.1955 1. If the voting powers, designations, preferences,
1-3 limitations, restrictions and relative rights of any class or series of stock
1-4 have been established by a resolution of the board of directors pursuant to a
1-5 provision in the articles of incorporation, a certificate of designation must
1-6 be filed with the secretary of state setting forth the resolution. The
1-7 certificate of designation must be executed by the president or vice
1-8 president and secretary or assistant secretary . [and acknowledged by the
1-9 president or vice president before a person authorized by the laws of
1-10 Nevada to take acknowledgments of deeds.] The certificate of designation
1-11 so executed [and acknowledged] must be filed before the issuance of any
1-12 shares of the class or series.
1-13 2. Unless otherwise provided in the articles of incorporation or the
1-14 certificate of designation being amended, if no shares of a class or series of
1-15 stock established by a resolution of the board of directors have been issued,
1-16 the designation of the class or series, the number of the class or series and
1-17 the voting powers, designations, preferences, limitations, restrictions and
1-18 relative rights of the class or series may be amended by a resolution of the
2-1 board of directors pursuant to a certificate of amendment filed in the
2-2 manner provided in subsection 4.
2-3 3. Unless otherwise provided in the articles of incorporation or the
2-4 certificate of designation, if shares of a class or series of stock established
2-5 by a resolution of the board of directors have been issued, the designation
2-6 of the class or series, the number of the class or series and the voting
2-7 powers, designations, preferences, limitations, restrictions and relative
2-8 rights of the class or series may be amended by a resolution of the board of
2-9 directors only if the amendment is approved as provided in this subsection.
2-10 Unless otherwise provided in the articles of incorporation or the certificate
2-11 of designation, the proposed amendment adopted by the board of directors
2-12 must be approved by the vote of stockholders holding shares in the
2-13 corporation entitling them to exercise a majority of the voting power, or
2-14 such greater proportion of the voting power as may be required by the
2-15 articles of incorporation or the certificate of designation, of:
2-16 (a) The class or series of stock being amended; and
2-17 (b) Each class and each series of stock which, before amendment, is
2-18 senior to the class or series being amended as to the payment of
2-19 distributions upon dissolution of the corporation, regardless of any
2-20 limitations or restrictions on the voting power of that class or series.
2-21 4. A certificate of amendment to a certificate of designation must be
2-22 filed with the secretary of state and must:
2-23 (a) Set forth the original designation and the new designation, if the
2-24 designation of the class or series is being amended;
2-25 (b) State that no shares of the class or series have been issued or state
2-26 that the approval of the stockholders required pursuant to subsection 3 has
2-27 been obtained; and
2-28 (c) Set forth the amendment to the class or series or set forth the
2-29 designation of the class or series, the number of the class or series and the
2-30 voting powers, designations, preferences, limitations, restrictions and
2-31 relative rights of the class or series, as amended.
2-32 The certificate of amendment must be executed by the president or vice
2-33 president and secretary or assistant secretary . [and acknowledged by the
2-34 president or vice president before a person authorized by the laws of
2-35 Nevada to take acknowledgments of deeds.] NRS 78.380, 78.385 and
2-36 78.390 do not apply to certificates of amendment filed pursuant to this
2-37 section.
2-38 Sec. 2. NRS 78.209 is hereby amended to read as follows:
2-39 78.209 1. A change pursuant to NRS 78.207 is not effective until
2-40 after the filing in the office of the secretary of state of a certificate, signed
2-41 by the corporation’s president, or a vice president, and its secretary, or an
2-42 assistant secretary, [and acknowledged by the president or vice president
2-43 before a person authorized by the laws of this state to take
2-44 acknowledgments of deeds,] setting forth:
2-45 (a) The current number of authorized shares and the par value, if any, of
2-46 each class and series, if any, of shares before the change;
2-47 (b) The number of authorized shares and the par value, if any, of each
2-48 class and series, if any, of shares after the change;
3-1 (c) The number of shares of each affected class and series, if any, to be
3-2 issued after the change in exchange for each issued share of the same class
3-3 or series;
3-4 (d) The provisions, if any, for the issuance of fractional shares, or for
3-5 the payment of money or the issuance of scrip to stockholders otherwise
3-6 entitled to a fraction of a share and the percentage of outstanding shares
3-7 affected thereby;
3-8 (e) That any required approval of the stockholders has been obtained;
3-9 and
3-10 (f) Whether the change is effective on filing the certificate or, if not, the
3-11 date and time at which the change will be effective, which must not be
3-12 more than 90 days after the certificate is filed.
3-13 The provisions in the articles of incorporation of the corporation regarding
3-14 the authorized number and par value, if any, of the changed class and
3-15 series, if any, of shares shall be deemed amended as provided in the
3-16 certificate at the effective date and time of the change.
3-17 2. Unless an increase or decrease of the number of authorized shares
3-18 pursuant to NRS 78.207 is accomplished by an action that otherwise
3-19 requires an amendment to the corporation’s articles of incorporation, such
3-20 an amendment is not required by that section.
3-21 Sec. 3. NRS 78.380 is hereby amended to read as follows:
3-22 78.380 1. At least two-thirds of the incorporators or of the board of
3-23 directors of any corporation, before issuing any stock, may amend the
3-24 original articles of incorporation thereof as may be desired by executing or
3-25 proving in the manner required for original articles of incorporation, and
3-26 filing with the secretary of state a certificate amending, modifying,
3-27 changing or altering the original articles, in whole or in part. The certificate
3-28 must[:
3-29 (a) Declare] declare that the signers thereof are at least two-thirds of the
3-30 incorporators or of the board of directors of the corporation, [and] state the
3-31 corporation’s name[.
3-32 (b) State the date upon which the original articles thereof were filed
3-33 with the secretary of state.
3-34 (c) Affirmatively] and affirmatively declare that to the date of the
3-35 certificate, no stock of the corporation has been issued.
3-36 2. The amendment is effective upon the filing of the certificate with
3-37 the secretary of state.
3-38 3. This section does not permit the insertion of any matter not in
3-39 conformity with this chapter.
3-40 Sec. 4. NRS 78.580 is hereby amended to read as follows:
3-41 78.580 1. If the board of directors of any corporation organized
3-42 under this chapter, after the issuance of stock or the beginning of business,
3-43 decides that the corporation should be dissolved, the board may adopt a
3-44 resolution to that effect. If the corporation has issued no stock, only the
3-45 directors need to approve the dissolution. If the corporation has issued
3-46 stock, the directors must recommend the dissolution to the stockholders.
3-47 The corporation shall notify each stockholder entitled to vote on
3-48 dissolution and the stockholders entitled to vote must approve the
3-49 dissolution.
4-1 2. If the dissolution is approved by the directors or both the directors
4-2 and stockholders, as respectively provided in subsection 1, the corporation
4-3 shall file a certificate setting forth that the dissolution has been approved
4-4 by the directors, or by the directors and the stockholders, and a list of the
4-5 names and post office box or street addresses, either residence or business,
4-6 of the corporation’s president, secretary and treasurer and all of its
4-7 directors, certified by the president, or a vice president, and the secretary,
4-8 or an assistant secretary, in the office of the secretary of state. The
4-9 secretary of state, upon being satisfied that these requirements have been
4-10 complied with and that the corporate charter has not been revoked, shall
4-11 [issue] file a certificate [that the corporation is dissolved.] of dissolution.
4-12 Sec. 5. NRS 78.785 is hereby amended to read as follows:
4-13 78.785 1. The fee for filing a certificate of change of location of a
4-14 corporation’s registered office and resident agent, or a new designation of
4-15 resident agent, is $15.
4-16 2. The fee for certifying articles of incorporation where a copy is
4-17 provided is $10.
4-18 3. The fee for certifying a copy of an amendment to articles of
4-19 incorporation, or to a copy of the articles as amended, where a copy is
4-20 furnished, is $10.
4-21 4. The fee for certifying an authorized printed copy of the general
4-22 corporation law as compiled by the secretary of state is $10.
4-23 5. The fee for reserving a corporate name is $20.
4-24 6. The fee for executing a certificate of corporate existence which does
4-25 not list the previous documents relating to the corporation, or a certificate
4-26 of change in a corporate name, is [$15.] $20.
4-27 7. The fee for executing a certificate of corporate existence which lists
4-28 the previous documents relating to the corporation is $20.
4-29 8. The fee for executing, certifying or filing any certificate or
4-30 document not provided for in NRS 78.760 to 78.785, inclusive, is $20.
4-31 9. The fee for copies made at the office of the secretary of state is $1
4-32 per page.
4-33 10. The fee for filing articles of incorporation, articles of merger, or
4-34 certificates of amendment increasing the basic surplus of a mutual or
4-35 reciprocal insurer must be computed pursuant to NRS 78.760, 78.765 and
4-36 78.770, on the basis of the amount of basic surplus of the insurer.
4-37 11. The fee for examining and provisionally approving any document
4-38 at any time before the document is presented for filing is $100.
4-39 Sec. 6. NRS 78A.030 is hereby amended to read as follows:
4-40 78A.030 1. Any corporation organized under chapter 78 of NRS may
4-41 become a close corporation pursuant to this chapter by executing, filing
4-42 and recording, in accordance with NRS 78.380 or 78.390, a certificate of
4-43 amendment of the certificate of incorporation which must:
4-44 (a) Contain a statement that the corporation elects to become a close
4-45 corporation; and
4-46 (b) Meet the requirements of subsection 2 of NRS 78A.020.
4-47 2. Except as otherwise provided in subsection 3, the amendment must
4-48 be adopted in accordance with the requirements of NRS 78.380 or 78.390.
5-1 3. [The] When an amendment is adopted in accordance with the
5-2 requirements of NRS 78.390, it must be approved by a vote of the holders
5-3 of record of at least two-thirds of the shares of each class of stock of the
5-4 corporation that are outstanding and entitled to vote, unless the articles of
5-5 incorporation or bylaws require approval by a greater proportion.
5-6 Sec. 7. NRS 80.025 is hereby amended to read as follows:
5-7 80.025 1. If a foreign corporation cannot qualify to do business in
5-8 this state because its name does not meet the requirements of subsection 2
5-9 or 3 of NRS 80.010, it may apply for a certificate to do business by having
5-10 its board of directors adopt a resolution setting forth the name under which
5-11 the corporation elects to do business in this state. The resolution may:
5-12 (a) Add to the existing corporate name a word, abbreviation or other
5-13 distinctive element; or
5-14 (b) Adopt a name different from its existing corporate name that is
5-15 available for use in this state.
5-16 2. In addition to the documents required by subsection 1 of NRS
5-17 80.010, the corporation shall file a [certified] copy of the resolution
5-18 adopting the modified name.
5-19 3. If the secretary of state determines that the modified corporate name
5-20 complies with the provisions of subsection 2 or 3 of NRS 80.010, he shall
5-21 issue the certificate in the foreign corporation’s modified name if the
5-22 foreign corporation otherwise qualifies to do business in this state.
5-23 4. A foreign corporation doing business in this state under a modified
5-24 corporate name approved by the secretary of state shall use the modified
5-25 name in its dealings and communications with the secretary of state.
5-26 Sec. 8. NRS 80.030 is hereby amended to read as follows:
5-27 80.030 1. Each foreign corporation admitted to do business in this
5-28 state shall, within [30] 60 days after the filing of any document amendatory
5-29 or otherwise relating to the original articles in the place of its creation, file
5-30 in the office of the secretary of state:
5-31 (a) A copy of the document certified by an authorized officer of the
5-32 place of its creation, or a certificate evidencing the filing, issued by the
5-33 authorized officer of the place of its creation with whom the document was
5-34 filed; and
5-35 (b) A statement of an officer of the corporation of the change reflected
5-36 by the filing of the document, showing its relation to the name, authorized
5-37 capital stock[,] or general purposes.
5-38 2. When a foreign corporation authorized to do business in this state
5-39 becomes a constituent of a merger permitted by the laws of the state or
5-40 country in which it is incorporated, it shall, within [30] 60 days after the
5-41 merger becomes effective, file a copy of the agreement of merger filed in
5-42 the place of its creation, certified by an authorized officer of the place of its
5-43 creation, or a certificate, issued by the proper officer of the place of its
5-44 creation, attesting to the occurrence of the event, in the office of the
5-45 secretary of state.
5-46 3. The secretary of state may revoke the right of a foreign corporation
5-47 to transact business in this state if it fails to file the documents required by
5-48 this section or pay the fees incident to that filing.
5-49 Sec. 9. NRS 81.650 is hereby amended to read as follows:
6-1 81.650 1. The board of directors or trustees of any private foundation
6-2 which is a corporation organized under and governed by Nevada law may,
6-3 by a majority vote of its directors or trustees, amend its governing
6-4 instrument at any regular or special meeting of the board of directors or
6-5 trustees, without a vote of the stockholders or members of the private
6-6 foundation, if any, in order to avoid the penalties and liabilities described
6-7 in Sections 4941(a), 4942(a), 4943(a), 4944(a) and 4945(a) or to comply
6-8 with the provisions of Section 508(e).
6-9 2. Such an amendment must not be made until the board of directors or
6-10 trustees has notified the members or stockholders, if any, at least 30 days
6-11 before the meeting at which the governing instrument is to be amended.
6-12 [Notice of the intention to amend the governing instrument must be served
6-13 upon the attorney general at least 30 days before the meeting, together with
6-14 a copy of the proposed amended governing instrument.]
6-15 3. If the private foundation is a corporation organized under and
6-16 governed by Nevada law, after any such amendment has been approved by
6-17 the directors or trustees, a copy of the amended governing instrument must
6-18 be filed with the secretary of state.
6-19 Sec. 10. NRS 82.346 is hereby amended to read as follows:
6-20 82.346 1. If the first meeting of the directors has not taken place and
6-21 if there are no members, a majority of the incorporators of a corporation
6-22 may amend the original articles by executing and proving in the manner
6-23 required for original articles, and filing with the secretary of state, a
6-24 certificate amending, modifying, changing or altering the original articles,
6-25 in whole or in part. The certificate must[:
6-26 (a) Declare] declare that the signers thereof are a majority of the
6-27 original incorporators of the corporation[;
6-28 (b) State the date upon which the original articles were filed with the
6-29 secretary of state; and
6-30 (c) Affirmatively] and affirmatively declare that to the date of the
6-31 certification no meeting of the directors has taken place and the corporation
6-32 has no members other than the incorporators.
6-33 2. The amendment is effective upon the filing of the certificate with
6-34 the secretary of state.
6-35 3. This section does not permit the insertion of any matter not in
6-36 conformity with this chapter.
6-37 4. The secretary of state shall charge the fee allowed by law for filing
6-38 the amended certificate of incorporation.
6-39 Sec. 11. NRS 82.446 is hereby amended to read as follows:
6-40 82.446 1. A corporation may be dissolved and its affairs wound up
6-41 voluntarily by the written request of a majority of the members and any
6-42 person or superior organization whose approval is required by a provision
6-43 of the articles authorized by NRS 82.091. The request must:
6-44 (a) Be addressed to the directors.
6-45 (b) Specify reasons why the winding up of affairs of the corporation is
6-46 deemed advisable.
6-47 (c) Name three persons who are members to act as trustees in
6-48 liquidation and in winding up the affairs of the corporation. The act of a
7-1 majority of the directors as trustees remaining in office is the act of the
7-2 directors as trustees.
7-3 2. Upon filing of the request with the directors and in the offices of the
7-4 secretary of state, all powers of the directors cease. [The secretary of state
7-5 shall issue a certificate that the corporation is dissolved.]
7-6 Sec. 12. NRS 82.451 is hereby amended to read as follows:
7-7 82.451 1. A corporation may be dissolved and its affairs wound up
7-8 voluntarily if the board of directors adopts a resolution to that effect and
7-9 calls a meeting of the members entitled to vote to take action upon the
7-10 resolution. The resolution must also be approved by any person or superior
7-11 organization whose approval is required by a provision of the articles
7-12 authorized by NRS 82.091. The meeting of the members must be held with
7-13 due notice. If at the meeting the members entitled to exercise a majority of
7-14 all the voting power consent by resolution to the dissolution, a copy of the
7-15 resolution, together with a list of the names and residences of the directors
7-16 and officers, certified by the chairman of the board, president or vice
7-17 president, and the secretary or an assistant secretary , must be filed in the
7-18 office of the secretary of state.
7-19 2. If a corporation has no members entitled to vote upon a resolution
7-20 calling for the dissolution of the corporation, the corporation may be
7-21 dissolved and its affairs wound up voluntarily by the board of directors if it
7-22 adopts a resolution to that effect. The resolution must also be approved by
7-23 any person or superior organization whose approval is required by a
7-24 provision of the articles authorized by NRS 82.091. A copy of the
7-25 resolution and a list of the officers and directors, certified as provided in
7-26 subsection 1, must be filed in the office of the secretary of state.
7-27 3. Upon filing of the resolution or request in the office of the secretary
7-28 of state, the secretary of state shall issue a certificate that the corporation is
7-29 dissolved.
7-30 4. Upon the dissolution of any corporation under the provisions of this
7-31 section or upon the expiration of its period of corporate existence, the
7-32 directors are the trustees of the corporation in liquidation and in winding up
7-33 the affairs of the corporation. The act of a majority of the directors as
7-34 trustees remaining in office is the act of the directors as trustees.
7-35 Sec. 13. Chapter 86 of NRS is hereby amended by adding thereto a
7-36 new section to read as follows:
7-37 1. A limited-liability company may correct a document filed by the
7-38 secretary of state if the document contains an incorrect statement or was
7-39 defectively executed, attested, sealed, verified or acknowledged.
7-40 2. To correct a document, the limited-liability company must:
7-41 (a) Prepare a certificate of correction that:
7-42 (1) States the name of the limited-liability company;
7-43 (2) Describes the document, including, without limitation, its filing
7-44 date;
7-45 (3) Specifies the incorrect statement and the reason it is incorrect,
7-46 or the manner in which the execution or formal authentication was
7-47 defective;
7-48 (4) Corrects the incorrect statement or defective execution; and
7-49 (5) Is signed by a manager of the limited-liability company; and
8-1 (b) Deliver the certificate to the secretary of state for filing.
8-2 3. A certificate of correction is effective on the effective date of the
8-3 document it corrects, except as to persons relying on the uncorrected
8-4 document and adversely affected by the correction. As to those persons,
8-5 the certificate is effective when filed.
8-6 Sec. 14. NRS 86.221 is hereby amended to read as follows:
8-7 86.221 1. The articles of organization of a limited-liability company
8-8 may be amended for any purpose, not inconsistent with law, as determined
8-9 by all of the members or permitted by the articles or an operating
8-10 agreement.
8-11 2. An amendment must be made in the form of a certificate setting
8-12 forth[:
8-13 (a) The] the name of the limited-liability company[;
8-14 (b) The date of filing of the articles of organization; and
8-15 (c) The] and the amendment to the articles of organization.
8-16 3. The certificate of amendment must be signed by a manager of the
8-17 company, or if management is not vested in a manager, by a member.
8-18 4. Restated articles of organization may be executed and filed in the
8-19 same manner as a certificate of amendment.
8-20 Sec. 15. NRS 86.541 is hereby amended to read as follows:
8-21 86.541 1. The signed articles of dissolution must be filed with the
8-22 secretary of state. [Unless] If the secretary of state finds that the articles of
8-23 dissolution [do not] conform to law[, he shall when] and all fees and
8-24 license taxes prescribed by law have been paid [issue a certificate that the
8-25 limited-liability company is dissolved.
8-26 2. Upon] , the existence of the company ceases upon the filing of the
8-27 articles of dissolution , [the existence of the company ceases,] except for
8-28 the purpose of suits, other proceedings and appropriate action as provided
8-29 in this chapter.
8-30 2. The manager or managers in office at the time of dissolution, or the
8-31 survivors of them, are thereafter trustees for the members and creditors of
8-32 the dissolved company and as such have authority to distribute any
8-33 property of the company discovered after dissolution, convey real estate
8-34 and take such other action as may be necessary on behalf of and in the
8-35 name of the dissolved company.
8-36 Sec. 16. Chapter 87 of NRS is hereby amended by adding thereto a
8-37 new section to read as follows:
8-38 1. A limited-liability partnership may correct a document filed by the
8-39 secretary of state if the document contains an incorrect statement or was
8-40 defectively executed, attested, sealed, verified or acknowledged.
8-41 2. To correct a document, the limited-liability partnership must:
8-42 (a) Prepare a certificate of correction that:
8-43 (1) States the name of the limited-liability partnership;
8-44 (2) Describes the document, including, without limitation, its filing
8-45 date;
8-46 (3) Specifies the incorrect statement and the reason it is incorrect,
8-47 or the manner in which the execution or formal authentication was
8-48 defective;
8-49 (4) Corrects the incorrect statement or defective execution; and
9-1 (5) Is signed by a managing partner of the limited-liability
9-2 partnership; and
9-3 (b) Deliver the certificate to the secretary of state for filing.
9-4 3. A certificate of correction is effective on the effective date of the
9-5 document it corrects, except as to persons relying on the uncorrected
9-6 document and adversely affected by the correction. As to those persons,
9-7 the certificate is effective when filed.
9-8 Sec. 17. NRS 87.550 is hereby amended to read as follows:
9-9 87.550 In addition to any other fees required by NRS 87.440 to
9-10 87.540, inclusive, and 87.560, the secretary of state shall charge and collect
9-11 the following fees for services rendered pursuant to those sections:
9-12 1. For certifying documents required by NRS 87.440 to 87.540,
9-13 inclusive, and 87.560, $10 per certification.
9-14 2. For executing a certificate verifying the existence of a registered
9-15 limited-liability partnership, if the registered limited-liability partnership
9-16 has not filed a certificate of amendment, [$15.] $20.
9-17 3. For executing a certificate verifying the existence of a registered
9-18 limited-liability partnership, if the registered limited-liability partnership
9-19 has filed a certificate of amendment, $20.
9-20 4. For executing, certifying or filing any certificate or document not
9-21 required by NRS 87.440 to 87.540, inclusive, and 87.560, $20.
9-22 5. For any copies made by the office of the secretary of state, $1 per
9-23 page.
9-24 6. For examining and provisionally approving any document before
9-25 the document is presented for filing, $100.
9-26 Sec. 18. Chapter 88 of NRS is hereby amended by adding thereto a
9-27 new section to read as follows:
9-28 1. A limited partnership may correct a document filed by the
9-29 secretary of state if the document contains an incorrect statement or was
9-30 defectively executed, attested, sealed, verified or acknowledged.
9-31 2. To correct a document, the limited partnership must:
9-32 (a) Prepare a certificate of correction that:
9-33 (1) States the name of the limited partnership;
9-34 (2) Describes the document, including, without limitation, its filing
9-35 date;
9-36 (3) Specifies the incorrect statement and the reason it is incorrect,
9-37 or the manner in which the execution or formal authentication was
9-38 defective;
9-39 (4) Corrects the incorrect statement or defective execution; and
9-40 (5) Is signed by a general partner of the limited partnership; and
9-41 (b) Deliver the certificate to the secretary of state for filing.
9-42 3. A certificate of correction is effective on the effective date of the
9-43 document it corrects, except as to persons relying on the uncorrected
9-44 document and adversely affected by the correction. As to those persons,
9-45 the certificate is effective when filed.
9-46 Sec. 19. Chapter 88A of NRS is hereby amended by adding thereto a
9-47 new section to read as follows:
10-1 1. A business trust may correct a document filed by the secretary of
10-2 state if the document contains an incorrect statement or was defectively
10-3 executed, attested, sealed, verified or acknowledged.
10-4 2. To correct a document, the business trust must:
10-5 (a) Prepare a certificate of correction that:
10-6 (1) States the name of the business trust;
10-7 (2) Describes the document, including, without limitation, its filing
10-8 date;
10-9 (3) Specifies the incorrect statement and the reason it is incorrect,
10-10 or the manner in which the execution or formal authentication was
10-11 defective;
10-12 (4) Corrects the incorrect statement or defective execution; and
10-13 (5) Is signed by a trustee of the business trust; and
10-14 (b) Deliver the certificate to the secretary of state for filing.
10-15 3. A certificate of correction is effective on the effective date of the
10-16 document it corrects, except as to persons relying on the uncorrected
10-17 document and adversely affected by the correction. As to those persons,
10-18 the certificate is effective when filed.
10-19 Sec. 20. NRS 88A.220 is hereby amended to read as follows:
10-20 88A.220 1. A certificate of trust may be amended by filing with the
10-21 secretary of state a certificate of amendment signed by at least one trustee.
10-22 The certificate of amendment must set forth[:
10-23 (a) The] the name of the business trust[;
10-24 (b) The date of filing of the original certificate of trust; and
10-25 (c) The] and the amendment to the certificate of trust.
10-26 2. A certificate of trust may be restated by integrating into a single
10-27 instrument all the provisions of the original certificate, and all amendments
10-28 to the certificate, which are then in effect or are to be made by the
10-29 restatement. The restated certificate of trust must be so designated in its
10-30 heading, must be signed by at least one trustee and must set forth:
10-31 (a) The present name of the business trust and, if the name has been
10-32 changed, the name under which the business trust was originally formed;
10-33 (b) The date of filing of the original certificate of trust;
10-34 (c) The provisions of the original certificate of trust, and all
10-35 amendments to the certificate, which are then in effect; and
10-36 (d) Any further amendments to the certificate of trust.
10-37 3. A certificate of trust may be amended or restated at any time for any
10-38 purpose determined by the trustees.
10-39 Sec. 21. NRS 88A.900 is hereby amended to read as follows:
10-40 88A.900 The secretary of state shall charge and collect the following
10-41 fees for:
10-42 1. Filing an original certificate of trust, or for registering a foreign
10-43 business trust, $125.
10-44 2. Filing an amendment or restatement, or a combination thereof, to a
10-45 certificate of trust, $75.
10-46 3. Filing a certificate of cancellation, $125.
10-47 4. Certifying a copy of a certificate of trust or an amendment or
10-48 restatement, or a combination thereof, $10 per certification.
10-49 5. Certifying an authorized printed copy of this chapter, $10.
11-1 6. Reserving a name for a business trust, $20.
11-2 7. Executing a certificate of existence of a business trust which does
11-3 not list the previous documents relating to it, or a certificate of change in
11-4 the name of a business trust, [$15.] $20.
11-5 8. Executing a certificate of existence of a business trust which lists
11-6 the previous documents relating to it, $20.
11-7 9. Filing a statement of change of address of the registered office for
11-8 each business trust, $15.
11-9 10. Filing a statement of change of the registered agent, $15.
11-10 11. Executing, certifying or filing any certificate or document not
11-11 otherwise provided for in this section, $20.
11-12 12. Examining and provisionally approving a document before the
11-13 document is presented for filing, $100.
11-14 13. Copying a document on file with him, for each page, $1.
11-15 Sec. 22. This act becomes effective on July 1, 2001.
11-16 H