Senate Bill No. 356–Senator O’Connell

 

March 15, 2001

____________

 

Referred to Committee on Judiciary

 

SUMMARY—Makes various changes relating to business entities. (BDR 7‑1206)

 

FISCAL NOTE:            Effect on Local Government: No.

                                    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 business entities; requiring various business entities to submit a notarized statement when submitting a document for filing with the secretary of state under certain circumstances; requiring the secretary of state to notify a business entity if certain documents relating to the business entity are submitted to the secretary of state for filing; requiring the secretary of state to hold documents submitted to him without accepting the documents for filing under certain circumstances; 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. Chapter 78 of NRS is hereby amended by adding thereto a

1-2  new section to read as follows:

1-3    1.  A corporation that submits a document to the secretary of state for

1-4  filing pursuant to this chapter which reflects an addition, removal or

1-5  change of an officer or director of the corporation or a change of the

1-6  resident agent of the corporation, or a combination thereof, must submit

1-7  with the document a statement which:

1-8    (a) Is signed by an officer or director of the corporation who is not

1-9  being added or changed in the document;

1-10    (b) Is notarized by a notary public; and

1-11    (c) States that the change is appropriate.

1-12    2.  If a document is submitted for filing with the secretary of state

1-13  pursuant to this chapter which reflects the addition, removal or change

1-14  of an officer or director of a corporation and which does not reflect a

1-15  change of the resident agent of the corporation and if the statement

1-16  required pursuant to subsection 1 is not submitted with the document, the

1-17  secretary of state shall:

1-18    (a) Send written notice of the change to the resident agent of the

1-19  corporation; and

2-1    (b) Hold the document without accepting it for filing except as

2-2  provided in subsection 4.

2-3    3.  If a document is submitted for filing with the secretary of state

2-4  pursuant to this chapter which reflects a change of the resident agent of

2-5  the corporation and if the statement required pursuant to subsection 1 is

2-6  not submitted with the document, the secretary of state shall:

2-7    (a) Send written notice of the change to:

2-8       (1) The resident agent who is being replaced in the document; and

2-9       (2) If possible, an officer or director of the corporation who is not

2-10  being added or changed by the document; and

2-11    (b) Hold the document without accepting it for filing except as

2-12  provided in subsection 4.

2-13    4.  If, within 10 working days after a notice is mailed by the secretary

2-14  of state pursuant to this section, the secretary of state receives a

2-15  statement from the corporation which:

2-16    (a) States that the document about which the notice relates was not

2-17  submitted by the corporation;

2-18    (b) Is signed by the person listed as the president of the corporation

2-19  and a person listed as a director of the corporation in documents most

2-20  recently filed with the secretary of state without regard to the document

2-21  submitted for filing; and

2-22    (c) Is notarized by a notary public,

2-23  the secretary of state shall not accept the document for filing. If the

2-24  secretary of state does not receive such a statement, he shall accept the

2-25  document for filing on the eleventh working day after notice is mailed

2-26  pursuant to this section.

2-27    5.  For purposes of any deadline for filing that is applicable to a

2-28  document placed on hold pursuant to subsection 2 or 3, the date of filing

2-29  shall be deemed to be the date the document is submitted to the secretary

2-30  of state if the document is ultimately accepted for filing pursuant to

2-31  subsection 4.

2-32    Sec. 2.  Chapter 80 of NRS is hereby amended by adding thereto a new

2-33  section to read as follows:

2-34    1.  A foreign corporation that submits a document to the secretary of

2-35  state for filing pursuant to this chapter which reflects an addition,

2-36  removal or change of an officer or director of the foreign corporation or

2-37  a change of the resident agent of the foreign corporation, or a

2-38  combination thereof, must submit with the document a statement which:

2-39    (a) Is signed by an officer or director of the foreign corporation who

2-40  is not being added or changed in the document;

2-41    (b) Is notarized by a notary public; and

2-42    (c) States that the change is appropriate.

2-43    2.  If a document is submitted for filing with the secretary of state

2-44  pursuant to this chapter which reflects the addition, removal or change

2-45  of an officer or director of a foreign corporation and which does not

2-46  reflect a change of the resident agent of the foreign corporation and if

2-47  the statement required pursuant to subsection 1 is not filed with the

2-48  document, the secretary of state shall:

3-1    (a) Send written notice of the change to the resident agent of the

3-2  foreign corporation; and

3-3    (b) Hold the document without accepting it for filing except as

3-4  provided in subsection 4.

3-5    3.  If a document is submitted for filing with the secretary of state

3-6  pursuant to this chapter which reflects a change of the resident agent of

3-7  the foreign corporation and if the statement required pursuant to

3-8  subsection 1 is not submitted with the document, the secretary of state

3-9  shall:

3-10    (a) Send written notice of the change to:

3-11      (1) The resident agent who is being replaced in the document; and

3-12      (2) If possible, an officer or director of the foreign corporation who

3-13  is not being added or changed by the document; and

3-14    (b) Hold the document without accepting it for filing except as

3-15  provided in subsection 4.

3-16    4.  If, within 10 working days after a notice is mailed by the secretary

3-17  of state pursuant to this section, the secretary of state receives a

3-18  statement from the foreign corporation which:

3-19    (a) States that the document about which the notice relates was not

3-20  submitted by the foreign corporation;

3-21    (b) Is signed by the person listed as the president of the foreign

3-22  corporation and a person listed as a director of the foreign corporation in

3-23  documents most recently filed with the secretary of state without regard

3-24  to the document submitted for filing; and

3-25    (c) Is notarized by a notary public,

3-26  the secretary of state shall not accept the document for filing. If the

3-27  secretary of state does not receive such a statement, he shall accept the

3-28  document for filing on the eleventh working day after notice is mailed

3-29  pursuant to this section.

3-30    5.  For purposes of any deadline for filing that is applicable to a

3-31  document placed on hold pursuant to subsection 2 or 3, the date of filing

3-32  shall be deemed to be the date the document is submitted to the secretary

3-33  of state if the document is ultimately accepted for filing pursuant to

3-34  subsection 4.

3-35    Sec. 3.  Chapter 82 of NRS is hereby amended by adding thereto a new

3-36  section to read as follows:

3-37    1.  A corporation that submits a document to the secretary of state for

3-38  filing pursuant to this chapter which reflects an addition, removal or

3-39  change of an officer or director of the corporation or a change of the

3-40  resident agent of the corporation, or a combination thereof, must submit

3-41  with the document a statement which:

3-42    (a) Is signed by an officer or director of the corporation who is not

3-43  being added or changed in the document;

3-44    (b) Is notarized by a notary public; and

3-45    (c) States that the change is appropriate.

3-46    2.  If a document is submitted for filing with the secretary of state

3-47  pursuant to this chapter which reflects the addition, removal or change

3-48  of an officer or director of a corporation and which does not reflect a

3-49  change of the resident agent of the corporation and if the statement

4-1  required pursuant to subsection 1 is not submitted with the document, the

4-2  secretary of state shall:

4-3    (a) Send written notice of the change to the resident agent of the

4-4  corporation; and

4-5    (b) Hold the document without accepting it for filing except as

4-6  provided in subsection 4.

4-7    3.  If a document is submitted for filing with the secretary of state

4-8  pursuant to this chapter which reflects a change of the resident agent of

4-9  the corporation and if the statement required pursuant to subsection 1 is

4-10  not submitted with the document, the secretary of state shall:

4-11    (a) Send written notice of the change to:

4-12      (1) The resident agent who is being replaced in the document; and

4-13      (2) If possible, an officer or director of the corporation who is not

4-14  being added or changed by the document; and

4-15    (b) Hold the document without accepting it for filing except as

4-16  provided in subsection 4.

4-17    4.  If, within 10 working days after a notice is mailed by the secretary

4-18  of state pursuant to this section, the secretary of state receives a

4-19  statement from the corporation which:

4-20    (a) States that the document about which the notice relates was not

4-21  submitted by the corporation;

4-22    (b) Is signed by the person listed as the president of the corporation

4-23  and a person listed as a director of the corporation in documents most

4-24  recently filed with the secretary of state without regard to the document

4-25  submitted for filing; and

4-26    (c) Is notarized by a notary public,

4-27  the secretary of state shall not accept the document for filing. If the

4-28  secretary of state does not receive such a statement, he shall accept the

4-29  document for filing on the eleventh working day after notice is mailed

4-30  pursuant to this section.

4-31    5.  For purposes of any deadline for filing that is applicable to a

4-32  document placed on hold pursuant to subsection 2 or 3, the date of filing

4-33  shall be deemed to be the date the document is submitted to the secretary

4-34  of state if the document is ultimately accepted for filing pursuant to

4-35  subsection 4.

4-36    Sec. 4.  Chapter 86 of NRS is hereby amended by adding thereto a new

4-37  section to read as follows:

4-38    1.  A limited-liability company that submits a document to the

4-39  secretary of state for filing pursuant to this chapter which reflects an

4-40  addition, removal or change of a manager or managing member of the

4-41  limited-liability company, as appropriate, or a change of the resident

4-42  agent of the limited-liability company, or both, must submit with the

4-43  document a statement which:

4-44    (a) Is signed by a manager or a managing member of the limited-

4-45  liability company, as appropriate, who is not being added or changed in

4-46  the document;

4-47    (b) Is notarized by a notary public; and

4-48    (c) States that the change is appropriate.

5-1    2.  If a document is submitted for filing with the secretary of state

5-2  pursuant to this chapter which reflects the addition, removal or change

5-3  of a manager or a managing member of a limited-liability company, as

5-4  appropriate, and which does not reflect a change of the resident agent of

5-5  the limited-liability company and if the statement required pursuant to

5-6  subsection 1 is not filed with the document, the secretary of state shall:

5-7    (a) Send written notice of the change to the resident agent of the

5-8  limited-liability company; and

5-9    (b) Hold the document without accepting it for filing except as

5-10  provided in subsection 4.

5-11    3.  If a document is submitted for filing with the secretary of state

5-12  pursuant to this chapter which reflects a change of the resident agent of

5-13  the limited-liability company and if the statement required pursuant to

5-14  subsection 1 is not submitted with the document, the secretary of state

5-15  shall:

5-16    (a) Send written notice of the change to:

5-17      (1) The resident agent who is being replaced in the document; and

5-18      (2) If possible, a manager or a managing member of the limited-

5-19  liability company, as appropriate, who is not being added or changed by

5-20  the document; and

5-21    (b) Hold the document without accepting it for filing except as

5-22  provided in subsection 4.

5-23    4.  If, within 10 working days after a notice is mailed by the secretary

5-24  of state pursuant to this section, the secretary of state receives a

5-25  statement from the limited-liability company which:

5-26    (a) States that the document about which the notice relates was not

5-27  submitted by the limited-liability company;

5-28    (b) Is signed by a person listed as a manager or managing member of

5-29  the limited-liability company, as appropriate, in documents most recently

5-30  filed with the secretary of state without regard to the document submitted

5-31  for filing; and

5-32    (c) Is notarized by a notary public,

5-33  the secretary of state shall not accept the document for filing. If the

5-34  secretary of state does not receive such a statement, he shall accept the

5-35  document for filing on the eleventh working day after notice is mailed

5-36  pursuant to this section.

5-37    5.  For purposes of any deadline for filing that is applicable to a

5-38  document placed on hold pursuant to subsection 2 or 3, the date of filing

5-39  shall be deemed to be the date the document is submitted to the secretary

5-40  of state if the document is ultimately accepted for filing pursuant to

5-41  subsection 4.

5-42    Sec. 5.  Chapter 87 of NRS is hereby amended by adding thereto a new

5-43  section to read as follows:

5-44    1.  A registered limited-liability partnership that submits a document

5-45  to the secretary of state for filing pursuant to NRS 87.440 to 87.550,

5-46  inclusive, which reflects an addition, removal or change of a managing

5-47  partner of the registered limited-liability partnership or a change of the

5-48  resident agent of the registered limited-liability partnership, or both, must

5-49  submit with the document a statement which:

6-1    (a) Is signed by a managing partner of the registered limited-liability

6-2  partnership who is not being added or changed in the document;

6-3    (b) Is notarized by a notary public; and

6-4    (c) States that the change is appropriate.

6-5    2.  If a document is submitted for filing with the secretary of state

6-6  pursuant to this chapter which reflects the addition, removal or change

6-7  of a managing partner of a registered limited-liability partnership and

6-8  which does not reflect a change of the resident agent of the registered

6-9  limited-liability partnership and if the statement required pursuant to

6-10  subsection 1 is not submitted with the document, the secretary of state

6-11  shall:

6-12    (a) Send written notice of the change to the resident agent of the

6-13  registered limited-liability partnership; and

6-14    (b) Hold the document without accepting it for filing except as

6-15  provided in subsection 4.

6-16    3.  If a document is submitted for filing with the secretary of state

6-17  pursuant to this chapter which reflects a change of the resident agent of

6-18  the registered limited-liability partnership and if the statement required

6-19  pursuant to subsection 1 is not submitted with the document, the

6-20  secretary of state shall:

6-21    (a) Send written notice of the change to:

6-22      (1) The resident agent who is being replaced in the document; and

6-23      (2) If possible, a managing partner of the registered limited-liability

6-24  partnership who is not being added or changed by the document; and

6-25    (b) Hold the document without accepting it for filing except as

6-26  provided in subsection 4.

6-27    4.  If, within 10 working days after a notice is mailed by the secretary

6-28  of state pursuant to this section, the secretary of state receives a

6-29  statement from the registered limited-liability partnership which:

6-30    (a) States that the document about which the notice relates was not

6-31  submitted by the registered limited-liability partnership;

6-32    (b) Is signed by the person listed as a managing partner of the

6-33  registered limited-liability partnership in documents most recently filed

6-34  with the secretary of state without regard to the document submitted for

6-35  filing; and

6-36    (c) Is notarized by a notary public,

6-37  the secretary of state shall not accept the document for filing. If the

6-38  secretary of state does not receive such a statement, he shall accept the

6-39  document for filing on the eleventh working day after notice is mailed

6-40  pursuant to this section.

6-41    5.  For purposes of any deadline for filing that is applicable to a

6-42  document placed on hold pursuant to subsection 2 or 3, the date of filing

6-43  shall be deemed to be the date the document is submitted to the secretary

6-44  of state if the document is ultimately accepted for filing pursuant to

6-45  subsection 4.

6-46    Sec. 6.  NRS 87.560 is hereby amended to read as follows:

6-47    87.560  1.  To the extent permitted by the law of that jurisdiction:

6-48    (a) A partnership, including a registered limited-liability partnership,

6-49  formed and existing under this chapter, may conduct its business, carry on

7-1  its operations, and exercise the powers granted by this chapter in any state,

7-2  territory, district or possession of the United States or in any foreign

7-3  country.

7-4    (b) The internal affairs of a partnership, including a registered limited-

7-5  liability partnership, formed and existing under this chapter, including the

7-6  liability of partners for debts, obligations and liabilities of or chargeable to

7-7  the partnership, are governed by the law of this state.

7-8    2.  Subject to any statutes for the regulation and control of specific

7-9  types of business, a registered limited-liability partnership, formed and

7-10  existing under the law of another jurisdiction, may do business in this state

7-11  if it first registers with the secretary of state pursuant to the provisions of

7-12  NRS 87.440 to 87.550, inclusive[.] and section 5 of this act.

7-13    3.  The name of a partnership that is registered as a limited-liability

7-14  partner-ship in another jurisdiction and doing business in this state must

7-15  contain the words “Limited-Liability Partnership” or “Registered Limited-

7-16  Liability Partnership” or the abbreviations “L.L.P.” or “LLP,” or such other

7-17  words or abbreviations as may be required or authorized by the law of the

7-18  other jurisdiction, as the last words or letters of the name.

7-19    Sec. 7.  Chapter 88 of NRS is hereby amended by adding thereto a new

7-20  section to read as follows:

7-21    1.  A limited partnership that submits a document to the secretary of

7-22  state for filing pursuant to this chapter which reflects an addition,

7-23  removal or change of a general partner of the limited partnership or a

7-24  change of the resident agent of the limited partnership, or both, must

7-25  submit with the document a statement which:

7-26    (a) Is signed by a general partner of the limited partnership who is not

7-27  being added or changed in the document;

7-28    (b) Is notarized by a notary public; and

7-29    (c) States that the change is appropriate.

7-30    2.  If a document is submitted for filing with the secretary of state

7-31  pursuant to this chapter which reflects the addition, removal or change

7-32  of a general partner of a limited partnership and which does not reflect a

7-33  change of the resident agent of the limited partnership and if the

7-34  statement required pursuant to subsection 1 is not submitted with the

7-35  document, the secretary of state shall:

7-36    (a) Send written notice of the change to the resident agent of the

7-37  limited partnership; and

7-38    (b) Hold the document without accepting it for filing except as

7-39  provided in subsection 4.

7-40    3.  If a document is submitted for filing with the secretary of state

7-41  pursuant to this chapter which reflects a change of the resident agent of

7-42  the limited partnership and if the statement required pursuant to

7-43  subsection 1 is not submitted with the document, the secretary of state

7-44  shall:

7-45    (a) Send written notice of the change to:

7-46      (1) The resident agent who is being replaced in the document; and

7-47      (2) If possible, a general partner of the limited partnership who is

7-48  not being added or changed by the document; and

8-1    (b) Hold the document without accepting it for filing except as

8-2  provided in subsection 4.

8-3    4.  If, within 10 working days after a notice is mailed by the secretary

8-4  of state pursuant to this section, the secretary of state receives a

8-5  statement from the limited partnership which:

8-6    (a) States that the document about which the notice relates was not

8-7  submitted by the limited partnership;

8-8    (b) Is signed by the person listed as a general partner of the limited

8-9  partnership in documents most recently filed with the secretary of state

8-10  without regard to the document submitted for filing; and

8-11    (c) Is notarized by a notary public,

8-12  the secretary of state shall not accept the document for filing. If the

8-13  secretary of state does not receive such a statement, he shall accept the

8-14  document for filing on the eleventh working day after notice is mailed

8-15  pursuant to this section.

8-16    5.  For purposes of any deadline for filing that is applicable to a

8-17  document placed on hold pursuant to subsection 2 or 3, the date of filing

8-18  shall be deemed to be the date the document is submitted to the secretary

8-19  of state if the document is ultimately accepted for filing pursuant to

8-20  subsection 4.

8-21    Sec. 8.  Chapter 88A of NRS is hereby amended by adding thereto a

8-22  new section to read as follows:

8-23    1.  A business trust that submits a document to the secretary of state

8-24  for filing pursuant to this chapter which reflects an addition, removal or

8-25  change of a beneficial owner or trustee of the business trust or a change

8-26  of the resident agent of the business trust, or both, must submit with the

8-27  document a statement which:

8-28    (a) Is signed by a trustee of the business trust who is not being added

8-29  or changed in the document;

8-30    (b) Is notarized by a notary public; and

8-31    (c) States that the change is appropriate.

8-32    2.  If a document is submitted for filing with the secretary of state

8-33  pursuant to this chapter which reflects the addition, removal or change

8-34  of a beneficial owner or trustee of a business trust and which does not

8-35  reflect a change of the resident agent of the business trust and if the

8-36  statement required pursuant to subsection 1 is not submitted with the

8-37  document, the secretary of state shall:

8-38    (a) Send written notice of the change to the resident agent of the

8-39  business trust; and

8-40    (b) Hold the document without accepting it for filing except as

8-41  provided in subsection 4.

8-42    3.  If a document is submitted for filing with the secretary of state

8-43  pursuant to this chapter which reflects a change of the resident agent of

8-44  the business trust and if the statement required pursuant to subsection 1

8-45  is not submitted with the document, the secretary of state shall:

8-46    (a) Send written notice of the change to:

8-47      (1) The resident agent who is being replaced in the document; and

8-48      (2) If possible, a trustee of the business trust who is not being added

8-49  or changed by the document; and

9-1    (b) Hold the document without accepting it for filing except as

9-2  provided in subsection 4.

9-3    4.  If, within 10 working days after a notice is mailed by the secretary

9-4  of state pursuant to this section, the secretary of state receives a

9-5  statement from the business trust which:

9-6    (a) States that the document about which the notice relates was not

9-7  submitted by the business trust;

9-8    (b) Is signed by the person listed as a trustee of the business trust in

9-9  documents most recently filed with the secretary of state without regard

9-10  to the document submitted for filing; and

9-11    (c) Is notarized by a notary public,

9-12  the secretary of state shall not accept the document for filing. If the

9-13  secretary of state does not receive such a statement, he shall accept the

9-14  document for filing on the eleventh working day after notice is mailed

9-15  pursuant to this section.

9-16    5.  For purposes of any deadline for filing that is applicable to a

9-17  document placed on hold pursuant to subsection 2 or 3, the date of filing

9-18  shall be deemed to be the date the document is submitted to the secretary

9-19  of state if the document is ultimately accepted for filing pursuant to

9-20  subsection 4.

9-21    Sec. 9.  This act becomes effective on July 1, 2001.

 

9-22  H