SB51_EN

Senate Bill No. 51–Committee on Judiciary

CHAPTER..........

AN ACT relating to business associations; providing for the decrease of issued and outstanding shares of stock in certain circumstances; providing for the voting rights of fiduciaries and joint owners of stock; revising various provisions governing the filing of organizational and related documents; revising the fees for filing certain documents; revising provisions governing the forfeiture of stock by delinquent subscribers; providing for the registration and management of foreign limited-liability companies; revising provisions governing the merger, conversion and exchange of business entities; providing for the domestication of certain foreign business entities; providing that the secretary of state and his employees are not liable for actions or omissions with respect to the examination, acceptance or filing of inaccurate or defective documents received from a business association; making various other changes pertaining to business associations; and providing other matters properly relating thereto.

THE PEOPLE OF THE STATE OF NEVADA, REPRESENTED IN

SENATE AND ASSEMBLY, DO ENACT AS FOLLOWS:

Section 1. Chapter 78 of NRS is hereby amended by adding thereto

the provisions set forth as sections 2 and 3 of this act.

Sec. 2. 1. A person holding stock in a fiduciary capacity is entitled

to vote the shares so held.

2. A person whose stock is pledged is entitled to vote, unless in the

pledge the pledgor has expressly empowered the pledgee to vote the

stock, in which case only the pledgee or the proxy of the pledgee may

vote the stock.

3. If shares or other securities having voting power stand of record

in the names of two or more persons, whether fiduciaries, joint tenants,

tenants in common or otherwise, or if two or more persons have the

same fiduciary relationship respecting the shares or securities, unless

the secretary of the corporation is given written notice to the contrary

and is furnished with a copy of the instrument or order appointing them

or creating the relationship, their acts with respect to voting have the

following effect:

(a) If only one votes, that person’s act binds all;

(b) If more than one votes, the act chosen by a majority of votes binds

all; or

particular matter, each faction may vote the shares or securities in

question proportionally.

Sec. 3. 1. Unless otherwise provided in the articles of

incorporation, a corporation that desires to decrease the number of

issued and outstanding shares of a class or series held by each

stockholder of record at the effective date and time of the change

without correspondingly decreasing the number of authorized shares of

the same class or series may do so if:

(a) The board of directors adopts a resolution setting forth the

proposal to decrease the number of issued and outstanding shares of a

class or series; and

(b) The proposal is approved by the vote of stockholders holding a

majority of the voting power of the affected class or series, or such

greater proportion as may be provided in the articles of incorporation,

regardless of limitations or restrictions on the voting power of the

affected class or series.

2. If the proposal required by subsection 1 is approved by the

stockholders entitled to vote, the corporation may reissue its stock in

accordance with the proposal after the effective date and time of the

change.

3. If a proposed decrease in the number of issued and outstanding

shares of any class or series would adversely alter or change any

preference, or any relative or other right given to any other class or

series of outstanding shares, then the decrease must be approved by the

vote, in addition to any vote otherwise required, of the shares

representing a majority of the voting power of each class or series whose

preference or rights are adversely affected by the decrease, or such

greater proportion as may be provided in the articles of incorporation,

regardless of limitations or restrictions on the voting power of the

adversely affected class or series.

4. Any proposal to decrease the number of issued and outstanding

shares of any class or series, if any, that includes provisions pursuant to

which only money will be paid or scrip will be issued to stockholders

who:

(a) Before the decrease in the number of shares becomes effective,

hold 1 percent or more of the outstanding shares of the affected class or

series; and

(b) Would otherwise be entitled to receive fractions of shares

in exchange for the cancellation of all their outstanding

shares,

is subject to the provisions of NRS 92A.300 to 92A.500, inclusive. If the

proposal is subject to those provisions, any stockholder who is obligated

to accept money or scrip rather than receive a fraction of a share

resulting from the action taken pursuant to this section may dissent in

accordance with the provisions of NRS 92A.300 to 92A.500, inclusive,

and obtain payment of the fair value of the fraction of a share to which

the stockholder would otherwise be entitled.

Sec. 4. NRS 78.010 is hereby amended to read as follows:

78.010 1. As used in this chapter:

(a) “Approval” and “vote” as describing action by the directors or

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

of stockholders in person, by proxy or by written consent.

(b) “Articles,” “articles of incorporation” and “certificate of

incorporation” are synonymous terms and unless the context otherwise

requires, include all certificates filed pursuant to NRS 78.030, 78.1955,

78.209, 78.380, 78.385 and 78.390 and any articles of merger[or] ,

conversion, exchange or domestication filed pursuant to NRS 92A.200 to

92A.240, inclusive[.] , and sections 109 to 115, inclusive, of this act.

Unless the context otherwise requires, these terms include restated articles

and certificates of incorporation.

(d) “Receiver” includes receivers and trustees appointed by a court as

provided in this chapter or in chapter 32 of NRS.

(e) “Registered office” means the office maintained at the street address

of the resident agent.

(f) “Resident agent” means the agent appointed by the corporation upon

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

the corporation may be served.

(g) “Sign” means to affix a signature to a document.

(h) “Signature” means a name, word or mark executed or adopted by a

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

includes, without limitation, a digital signature as defined in NRS 720.060.

(i) “Stockholder of record” means a person whose name appears on the

stock ledger of the corporation.

(j) “Street address” of a resident agent means the actual physical

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

process.

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

the use of special terms, or by any grant of special powers contained in

this chapter.

Sec. 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 [incorrect statement] 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 [incorrect statement and the reason it is incorrect or

the manner in which the execution or other formal authentication was

defective;

(4) Corrects the incorrect statement] inaccuracy or defect;

(4) Sets forth the inaccurate or defective [execution;] portion of the

document in an accurate or corrected form; and

(5) Is signed by an officer of the corporation . [; and]

(b) Deliver the certificate to the secretary of state for filing.

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. 6. NRS 78.125 is hereby amended to read as follows:

78.125 1. Unless it is otherwise provided in the articles of

incorporation, the board of directors may designate one or more

committees which, to the extent provided in the resolution or resolutions

or in the bylaws of the corporation, have and may exercise the powers of

the board of directors in the management of the business and affairs of the

corporation . [, and may have power to authorize the seal of the

corporation to be affixed to all papers on which the corporation desires to

place a seal.]

2. The committee or committees must have such name or names as

may be stated in the bylaws of the corporation or as may be determined

from time to time by resolution adopted by the board of directors.

3. Each committee must include at least one director. Unless the

articles of incorporation or the bylaws provide otherwise, the board of

directors may appoint natural persons who are not directors to serve on

committees.

4. The board of directors may designate one or more directors as

alternate members of a committee to replace any member who is

disqualified or absent from a meeting of the committee. The bylaws of

the corporation may provide that, unless the board of directors appoints

alternate members pursuant to this subsection, the member or members

of a committee present at a meeting and not disqualified from voting,

whether or not the member or members constitute a quorum, may

unanimously appoint another member of the board of directors to act at

the meeting in the place of an absent or disqualified member of the

committee.

Sec. 7. NRS 78.150 is hereby amended to read as follows:

78.150 1. A corporation organized [under] pursuant to thelaws of

this state shall, on or before the first day of the second month after the

filing of its articles of incorporation with the secretary of state, file with

the secretary of state a list, on a form furnished by him, containing:

(a) The name of the corporation;

(b) The file number of the corporation, if known;

the directors of the corporation;

(d) The mailing or street address, either residence or business, of each

officer and director listed, following the name of the officer or director;

and

(e) The signature of an officer of the corporation certifying that the list

is true, complete and accurate.

2. The corporation shall annually thereafter, on or before the last day

of the month in which the anniversary date of incorporation occurs in each

year, file with the secretary of state, on a form furnished by him, an

[amended] annual list containing all of the information required in

subsection 1.

3. Upon filing [a list of officers and directors,] the annual list required

by subsection 2, the corporation shall pay to the secretary of state a fee

of $85.

4. The secretary of state shall, 60 days before the last day for filing the

annual list required by subsection 2, cause to be mailed to each

corporation which is required to comply with the provisions of NRS

78.150 to 78.185, inclusive, and which has not become delinquent, a

notice of the fee due pursuant to subsection 3 and a reminder to file [a list

of officers and directors.] the annual list required by subsection 2. Failure

of any corporation to receive a notice or form does not excuse it from the

penalty imposed by law.

5. If the list to be filed pursuant to the provisions of subsection 1 or 2

is defective in any respect or the fee required by subsection 3 , 6 or 7 is not

paid, the secretary of state may return the list for correction or payment.

6. An annual list for a corporation not in default which is received by

the secretary of state more than 60 days before its due date shall be deemed

an amended list for the previous year and must be accompanied by a fee

of $85 for filing. A payment submitted pursuant to this subsection does

not satisfy the requirements of subsection 2 for the year to which the due

date is applicable.

7. If the corporation is an association as defined in NRS 116.110315,

the secretary of state shall not accept the filing required by this section

unless it is accompanied by evidence of the payment of the fee required to

be paid pursuant to NRS 116.31155 that is provided to the association

pursuant to subsection 4 of that section.

Sec. 8. NRS 78.175 is hereby amended to read as follows:

78.175 1. The secretary of state shall notify, by letter addressed to its

resident agent, each corporation deemed in default pursuant to NRS

78.170. The notice must be accompanied by a statement indicating the

amount of the filing fee, penalties and costs remaining unpaid.

2. On the first day of the [ninth month following] first anniversary of

the month following the month in which the filing was required, the

charter of the corporation is revoked and its right to transact business is

forfeited.

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

names of all corporations whose right to do business has been forfeited.

The secretary of state shall forthwith notify, by letter addressed to its

resident agent, each such corporation of the forfeiture of its charter. The

notice must be accompanied by a statement indicating the amount of the

filing fee, penalties and costs remaining unpaid.

4. If the charter of a corporation is revoked and the right to transact

business is forfeited as provided in subsection 2, all of the property and

assets of the defaulting domestic corporation must be held in trust by the

directors of the corporation as for insolvent corporations, and the same

proceedings may be had with respect thereto as are applicable to insolvent

corporations. Any person interested may institute proceedings at any time

after a forfeiture has been declared, but if the secretary of state reinstates

the charter the proceedings must at once be dismissed and all property

restored to the officers of the corporation.

5. Where the assets are distributed they must be applied in the

following manner:

(a) To the payment of the filing fee, penalties and costs due to the state;

(b) To the payment of the creditors of the corporation; and

Sec. 9. NRS 78.180 is hereby amended to read as follows:

78.180 1. Except as otherwise provided in subsections 3 and 4, the

secretary of state shall reinstate a corporation which has forfeited its right

to transact business [under] pursuant to the provisions of this chapter and

restore to the corporation its right to carry on business in this state, and to

exercise its corporate privileges and immunities, if it:

(a) Files with the secretary of state the list required by NRS 78.150; and

(b) Pays to the secretary of state:

(1) The annual filing fee and penalty set forth in NRS 78.150 and

78.170 for each year or portion thereof during which [its charter was

revoked;] it failed to file each required annual list in a timely manner;

and

(2) A fee of $50 for reinstatement.

2. When the secretary of state reinstates the corporation, he shall:

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

reinstatement authorizing it to transact business as if the filing fee or fees

had been paid when due; and

(b) Upon demand, issue to the corporation one or more certified copies

of the certificate of reinstatement.

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

delinquent fees and penalties have been paid, and the revocation of the

charter occurred only by reason of failure to pay the fees and penalties.

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

this chapter and has remained revoked for a period of 5 consecutive years,

the charter must not be reinstated.

Sec. 10. NRS 78.195 is hereby amended to read as follows:

78.195 1. If a corporation desires to have more than one class or

series of stock, the articles of incorporation must prescribe, or vest

authority in the board of directors to prescribe, the classes, series and the

number of each class or series of stock and the voting powers,

designations, preferences, limitations, restrictions and relative rights of

each class or series of stock. If more than one class or series of stock is

authorized, the articles of incorporation or the resolution of the board of

directors passed pursuant to a provision of the articles must prescribe a

distinguishing designation for each class and series. The voting powers,

designations, preferences, limitations, restrictions, relative rights and

distinguishing designation of each class or series of stock must be

described in the articles of incorporation or the resolution of the board of

directors before the issuance of shares of that class or series.

2. All shares of a series must have voting powers, designations,

preferences, limitations, restrictions and relative rights identical with those

of other shares of the same series and, except to the extent otherwise

provided in the description of the series, with those of other series of the

same class.

3. Unless otherwise provided in the articles of incorporation, no stock

issued as fully paid up may ever be assessed and the articles of

incorporation must not be amended in this particular.

4. Any rate, condition or time for payment of distributions on any class

or series of stock may be made dependent upon any fact or event which

may be ascertained outside the articles of incorporation or the resolution

providing for the distributions adopted by the board of directors if the

manner in which a fact or event may operate upon the rate, condition or

time of payment for the distributions is stated in the articles of

incorporation or the resolution. As used in this subsection, “fact or event”

includes, without limitation, the existence of a fact or occurrence of an

event, including, without limitation, a determination or action by a

person, government, governmental agency or political subdivision of a

government.

5. The provisions of this section do not restrict the directors of a

corporation from taking action to protect the interests of the corporation

and its stockholders, including, but not limited to, adopting or executing

plans, arrangements or instruments that grant rights to stockholders or

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

number of shares or percentage of share ownership or voting power.

Sec. 11. NRS 78.1955 is hereby amended to read as follows:

78.1955 1. If the voting powers, designations, preferences,

limitations, restrictions and relative rights of any class or series of stock

have been established by a resolution of the board of directors pursuant to

a provision in the articles of incorporation, a certificate of designation

setting forth the resolution must be signed by an officer of the

corporation and filed with the secretary of state . [setting forth the

resolution. The certificate of designation must be executed by the

president or vice president and secretary or assistant secretary and

acknowledged by the president or vice president before a person

authorized by the laws of Nevada to take acknowledgments of deeds. The]

A certificate of designation [so executed and acknowledged must be filed]

signed and filed pursuant to this section must become effective before the

issuance of any shares of the class or series.

2. Unless otherwise provided in the articles of incorporation or the

certificate of designation being amended, if no shares of a class or series

of stock established by a resolution of the board of directors have been

issued, the designation of the class or series, the number of the class or

series and the voting powers, designations, preferences, limitations,

restrictions and relative rights of the class or series may be amended by a

resolution of the board of directors pursuant to a certificate of amendment

filed in the manner provided in subsection 4.

3. Unless otherwise provided in the articles of incorporation or the

certificate of designation, if shares of a class or series of stock established

by a resolution of the board of directors have been issued, the designation

of the class or series, the number of the class or series and the voting

powers, designations, preferences, limitations, restrictions and relative

rights of the class or series may be amended by a resolution of the board of

directors only if the amendment is approved as provided in this subsection.

Unless otherwise provided in the articles of incorporation or the certificate

of designation, the proposed amendment adopted by the board of directors

must be approved by the vote of stockholders holding shares in the

corporation entitling them to exercise a majority of the voting power, or

such greater proportion of the voting power as may be required by the

articles of incorporation or the certificate of designation, of:

(a) The class or series of stock being amended; and

(b) Each class and each series of stock which, before amendment, is

senior to the class or series being amended as to the payment of

distributions upon dissolution of the corporation, regardless of any

limitations or restrictions on the voting power of that class or series.

4. A certificate of amendment to a certificate of designation must be

signed by an officer of the corporation and filed with the secretary of

state and must:

(a) Set forth the original designation and the new designation, if the

designation of the class or series is being amended;

(b) State that no shares of the class or series have been issued or state

that the approval of the stockholders required pursuant to subsection 3 has

been obtained; and

designation of the class or series, the number of the class or series and the

voting powers, designations, preferences, limitations, restrictions and

relative rights of the class or series, as amended.

[The certificate of amendment must be executed by the president or vice

president and secretary or assistant secretary and acknowledged by the

president or vice president before a person authorized by the laws of

Nevada to take acknowledgments of deeds.]

5. A certificate filed pursuant to subsection 1 or 4 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.

6. If shares of a class or series of stock established by a certificate of

designation are not outstanding, the corporation may file a certificate

which states that no shares of the class or series are outstanding and

which contains the resolution of the board of directors authorizing the

withdrawal of the certificate of designation establishing the class or

series of stock. The certificate must be signed by an officer of the

corporation and filed with the secretary of state. Upon filing the

certificate and payment of the fee required pursuant to NRS 78.765, all

matters contained in the certificate of designation regarding the class or

series of stock are eliminated from the articles of incorporation.

7. NRS 78.380, 78.385 and 78.390 do not apply to certificates of

amendment filed pursuant to this section.

Sec. 12. NRS 78.196 is hereby amended to read as follows:

78.196 1. Each corporation must have:

(a) One or more classes or series of shares that together have unlimited

voting rights; and

(b) One or more classes or series of shares that together are entitled to

receive the net assets of the corporation upon dissolution.

If the articles of incorporation provide for only one class of stock, that class

of stock has unlimited voting rights and is entitled to receive the net assets

of the corporation upon dissolution.

2. The articles of incorporation, or a resolution of the board of

directors pursuant thereto, may authorize one or more classes or series of

stock that:

(a) Have special, conditional or limited voting powers, or no right to

vote, except to the extent otherwise provided by this Title;

(b) Are redeemable or convertible:

(1) At the option of the corporation, the stockholders or another

person, or upon the occurrence of a designated event;

(2) For cash, indebtedness, securities or other property; or

(3) In a designated amount or in an amount determined in accordance

with a designated formula or by reference to extrinsic data or events;

including dividends that may be cumulative, noncumulative or partially

cumulative;

(d) Have preference over any other class or series of shares with respect

to distributions, including dividends and distributions upon the dissolution

of the corporation;

(e) Have par value; or

(f) Have powers, designations, preferences, limitations, restrictions and

relative rights dependent upon any fact or event which may be ascertained

outside of the articles of incorporation or the resolution if the manner in

which the fact or event may operate on such class or series of stock is

stated in the articles of incorporation or the resolution.

3. Unless otherwise provided in the articles of incorporation or in a

resolution of the board of directors establishing a class or series of stock,

shares which are subject to redemption and which have been called for

redemption are not deemed to be outstanding shares for purposes of

voting or determining the total number of shares entitled to vote on a

matter on and after the date on which:

(a) Written notice of redemption has been sent to the holders of such

shares; and

(b) A sum sufficient to redeem the shares has been irrevocably

deposited or set aside to pay the redemption price to the holders of the

shares upon surrender of any certificates.

4. The description of voting powers, designations, preferences,

limitations, restrictions and relative rights of the classes or series of shares

contained in this section is not exclusive.

Sec. 13. NRS 78.205 is hereby amended to read as follows:

78.205 1. A corporation is not [obliged] obligated to but may

execute and deliver a certificate for or including a fraction of a share.

2. In lieu of executing and delivering a certificate for a fraction of a

share, a corporation may:

(a) Pay to any person otherwise entitled to become a holder of a fraction

of a share:

(1) The appraised value of that share if the appraisal was properly

demanded[;] pursuant to this chapter or chapter 92A of NRS; or

(2) If no appraisal was demanded or an appraisal was not properly

demanded, an amount in cash specified for that purpose as the value of the

fraction in the articles, plan of reorganization, plan of merger or exchange,

resolution of the board of directors, or other instrument pursuant to which

the fractional share would otherwise be issued, or, if not specified, then as

may be determined for that purpose by the board of directors of the issuing

corporation;

(b) Issue such additional fraction of a share as is necessary to increase

the fractional share to a full share; or

facsimile signature of an officer of the corporation or of its agent for that

purpose, exchangeable as provided on the scrip for full share certificates,

but the scrip does not entitle the holder to any rights as a stockholder

except as provided on the scrip. The scrip may provide that it becomes

void unless the rights of the holders are exercised within a specified period

and may contain any other provisions or conditions that the corporation

deems advisable. Whenever any scrip ceases to be exchangeable for full

share certificates, the shares that would otherwise have been issuable as

provided

on the scrip are deemed to be treasury shares unless the scrip contains other

provisions for their disposition.

3. The provisions of this section do not prevent a person who holds a

fractional share from disputing the appraised value of a share pursuant

to NRS 92A.300 to 92A.500, inclusive, if the person is otherwise entitled

to exercise such rights.

Sec. 14. NRS 78.207 is hereby amended to read as follows:

78.207 1. Unless otherwise provided in the articles of incorporation,

a corporation [organized and existing under the laws of this state] that

desires to change the number of shares of a class [and] or series, if any, of

its authorized stock by increasing or decreasing the number of authorized

shares of the class [and] or series and correspondingly increasing or

decreasing the number of issued and outstanding shares of the same class

[and] or series held by each stockholder of record at the effective date and

time of the change, may, except as otherwise provided in subsections 2

and 3, do so by a resolution adopted by the board of directors, without

obtaining the approval of the stockholders. The resolution may also

provide for a change of the par value, if any, of the same class [and] or

series of the shares increased or decreased. After the effective date and

time of the change, the corporation may issue its stock in accordance

therewith.

2. A proposal to increase or decrease the number of authorized shares

of any class [and] or series, if any, that includes provisions pursuant to

which only money will be paid or scrip will be issued to stockholders who:

(a) Before the increase or decrease in the number of shares becomes

effective, in the aggregate hold 10 percent or more of the outstanding

shares of the affected class [and] or series; and

(b) Would otherwise be entitled to receive fractions of shares

in exchange for the cancellation of all of their outstanding

shares,

must be approved by the vote of stockholders holding a majority of the

voting power of the affected class [and] or series, or such greater

proportion as may be provided in the articles of incorporation, regardless

of limitations or restrictions on the voting power thereof.

3. If a proposed increase or decrease in the number of authorized

shares of any class or series would adversely alter or change any

preference or any relative or other right given to any other class or series

of outstanding shares, then the increase or decrease must be approved by

the vote, in addition to any vote otherwise required, of the holders of

shares representing a majority of the voting power of each class or series

whose preference or rights are adversely affected by the increase or

decrease, regardless of limitations or restrictions on the voting power

thereof.

4. Any proposal to increase or decrease the number of authorized

shares of any class [and] or series, if any, that includes provisions pursuant

to which only money will be paid or scrip will be issued to stockholders

who:

(a) Before the increase or decrease in the number of shares becomes

effective, hold 1 percent or more of the outstanding shares of the affected

class [and] or series; and

(b) Would otherwise be entitled to receive a fraction of a share

in exchange for the cancellation of all of their outstanding

shares,

is subject to the provisions of NRS 92A.300 to 92A.500, inclusive. If the

proposal is subject to those provisions, any stockholder who is obligated to

accept money or scrip rather than receive a fraction of a share resulting

from the action taken pursuant to this section may dissent in accordance

with those provisions and obtain payment of the fair value of the fraction

of a share to which the stockholder would otherwise be entitled.

Sec. 15. NRS 78.209 is hereby amended to read as follows:

78.209 1. A change pursuant to NRS 78.207 is not effective until

after the filing in the office of the secretary of state of a certificate, signed

by [the corporation’s president, or a vice president, and its secretary, or an

assistant secretary, and acknowledged by the president or vice president

before a person authorized by the laws of this state to take

acknowledgments of deeds,] an officer of the corporation, setting forth:

(a) The current number of authorized shares and the par value, if any, of

each class [and] or series, if any, of shares before the change;

(b) The number of authorized shares and the par value, if any, of each

class [and] or series, if any, of shares after the change;

be issued after the change in exchange for each issued share of the same

class or series;

(d) The provisions, if any, for the issuance of fractional shares, or for

the payment of money or the issuance of scrip to stockholders otherwise

entitled to a fraction of a share and the percentage of outstanding shares

affected thereby; and

(e) That any required approval of the stockholders has been obtained . [;

and

(f) Whether the change is effective on filing the certificate or, if not, the

date and time at which the change will be effective, which must not be

more than 90 days after the certificate is filed.]

The provisions in the articles of incorporation of the corporation regarding

the authorized number and par value, if any, of the changed class [and] or

series, if any, of shares shall be deemed amended as provided in the

certificate at the effective date and time of the change.

2. Unless an increase or decrease of the number of authorized shares

pursuant to NRS 78.207 is accomplished by an action that otherwise

requires an amendment to the [corporation’s] articles of incorporation[,]

of the corporation, such an amendment is not required by that section.

3. 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.

4. If a certificate filed pursuant to subsection 1 specifies an effective

date, the board of directors may terminate the effectiveness of the

certificate by resolution. A certificate of termination must:

(a) Be filed with the secretary of state before the effective date

specified in the certificate filed pursuant to subsection 1;

(b) Identify the certificate being terminated;

(d) Be signed by an officer of the corporation; and

(e) Be accompanied by the fee required pursuant to NRS 78.765.

Sec. 16. NRS 78.211 is hereby amended to read as follows:

78.211 1. The board of directors may authorize shares to be issued

for consideration consisting of any tangible or intangible property or

benefit to the corporation, including, but not limited to, cash, promissory

notes, services performed, contracts for services to be performed or other

securities of the corporation.

[2. Before the corporation issues shares, the board of directors must

determine that the consideration received or to be received for the shares

to be issued is adequate.] The judgment of the board of directors as to [the

adequacy of] the consideration received for the shares issued is conclusive

in the absence of actual fraud in the transaction.

[3.] 2. When the corporation receives the consideration for which the

board of directors authorized the issuance of shares, the shares issued

therefor are fully paid.

[4.] 3. The corporation may place in escrow shares issued for a

contract for future services or benefits or a promissory note, or make any

other arrangements to restrict the transfer of the shares. The corporation

may credit distributions made for the shares against their purchase price,

until the services are performed, the benefits are received or the

promissory note is paid. If the services are not performed, the benefits are

not received or the promissory note is not paid, the shares escrowed or

restricted and the distributions credited may be canceled in whole or in

part.

Sec. 17. NRS 78.220 is hereby amended to read as follows:

78.220 1. Subscriptions to the shares of a corporation, whether made

before or after its organization, [shall] must be paid in full at such time or

in such installments at such times as determined by the board of directors.

Any call made by the board of directors for payment on subscriptions

[shall] must be uniform as to all shares of the same class or series.

2. If default is made in the payment of any installment or call, the

corporation may proceed to collect the amount due in the same manner as

any debt due the corporation. In addition, the corporation may sell a

sufficient number of the subscriber’s shares at public auction to pay for the

installment or call and any incidental charges incurred as a result of the

sale. No penalty causing a forfeiture of a subscription, of stock for which a

subscription has been executed, or of amounts paid thereon, may be

declared against any subscriber unless the amount due remains unpaid for

30 days after written demand. Such written demand shall be deemed made

when it is mailed by registered or certified mail, return receipt requested,

to the subscriber’s last known address. If any of the subscriber’s shares are

sold at public auction, any excess of the proceeds over the total of the

amount due plus any incidental charges of the sale [shall] must be paid to

the subscriber or his legal representative. If an action is brought to recover

the amount due on a subscription or call, any judgment in favor of the

corporation [shall] must be reduced by the amount of the net proceeds of

any sale by the corporation of the subscriber’s stock.

3. All stock subject to a delinquent installment or call and all

amounts previously paid by a delinquent subscriber for the stock must be

forfeited to the corporation if an amount due from a subscriber remains

unpaid, the corporation has complied with the requirements of

subsection 2 and:

(a) A bidder does not purchase the subscriber’s shares at public

auction; or

(b) The corporation does not collect the defaulted amount by an

action at law.

4. If a receiver of a corporation has been appointed, all unpaid

subscriptions [shall] must be paid at such times and in such installments as

the receiver or the court may direct, subject, however, to the provisions of

the subscription contract.

[4.] 5. A subscription for shares of a corporation to be organized is

irrevocable for 6 months unless otherwise provided by the subscription

agreement or unless all of the subscribers consent to the revocation of the

subscription.

Sec. 18. NRS 78.235 is hereby amended to read as follows:

78.235 1. Except as otherwise provided in subsection 4, every

stockholder is entitled to have a certificate, signed by officers or agents

designated by the corporation for the purpose, certifying the number of

shares owned by him in the corporation.

2. Whenever any certificate is countersigned or otherwise

authenticated by a transfer agent or transfer clerk, and by a registrar, then a

facsimile of the signatures of the officers or agents, the transfer agent or

transfer clerk or the registrar of the corporation may be printed or

lithographed upon the certificate in lieu of the actual signatures. If a

corporation uses facsimile signatures of its officers and agents on its stock

certificates, it cannot act as registrar of its own stock, but its transfer agent

and registrar may be identical if the institution acting in those dual

capacities countersigns or otherwise authenticates any stock certificates in

both capacities.

3. If any officer or officers who have signed, or whose facsimile

signature or signatures have been used on, any certificate or certificates for

stock cease to be an officer or officers of the corporation, whether because

of death, resignation or other reason, before the certificate or certificates

have been delivered by the corporation, the certificate or certificates may

nevertheless be adopted by the corporation and be issued and delivered as

though the person or persons who signed the certificate or certificates, or

whose facsimile signature or signatures have been used thereon, had not

ceased to be an officer or officers of the corporation.

4. [A corporation may provide in its] Unless otherwise provided in the

articles of incorporation or [in its bylaws for] bylaws, the board of

directors may authorize the issuance of uncertificated shares of some or

all of the shares of any or all of its classes or series. The issuance of

uncertificated shares has no effect on existing certificates for shares until

surrendered to the corporation, or on the respective rights and obligations

of the stockholders. Unless otherwise provided by a specific statute, the

rights and obligations of stockholders are identical whether or not their

shares of stock are represented by certificates.

5. Within a reasonable time after the issuance or transfer of shares

without certificates, the corporation shall send the stockholder a written

statement containing the information required on the certificates pursuant

to subsection 1. At least annually thereafter, the corporation shall provide

to its stockholders of record, a written statement confirming the

information contained in the informational statement previously sent

pursuant to this subsection.

6. Unless otherwise provided in the articles of incorporation or

bylaws, a corporation may issue a new certificate of stock or, if

authorized by the board of directors pursuant to subsection 4,

uncertificated shares in place of a certificate previously issued by it and

alleged to have been lost, stolen or destroyed. A corporation may require

an owner or legal representative of an owner of a lost, stolen or

destroyed certificate to give the corporation a bond or other security

sufficient to indemnify it against any claim that may be made against it

for the alleged loss, theft or destruction of a certificate, or the issuance

of a new certificate or uncertificated shares.

Sec. 19. NRS 78.257 is hereby amended to read as follows:

78.257 1. Any person who has been a stockholder of record of any

corporation and owns not less than 15 percent of all of the issued and

outstanding shares of the stock of such corporation or has been authorized

in writing by the holders of at least 15 percent of all its issued and

outstanding shares, upon at least 5 days’ written demand, is entitled to

inspect in person or by agent or attorney, during normal business hours,

the books of account and all financial records of the corporation, to make

[extracts therefrom,] copies of records, and to conduct an audit of such

records. Holders of voting trust certificates representing 15 percent of the

issued and outstanding shares of the corporation shall be regarded as

stockholders for the purpose of this subsection. The right of stockholders

to inspect the corporate records may not be limited in the articles or

bylaws of any corporation.

2. All costs for making [extracts] copies of records or conducting an

audit must be borne by the person exercising his rights [under] set forth in

subsection 1.

3. The rights authorized by subsection 1 may be denied to any

stockholder upon his refusal to furnish the corporation an affidavit that

such inspection, [extracts] copies or audit is not desired for any purpose

not related to his interest in the corporation as a stockholder. Any

stockholder or other person, exercising rights [under] set forth in

subsection 1, who uses or attempts to use information, documents, records

or other data obtained from the corporation, for any purpose not related to

the stockholder’s interest in the corporation as a stockholder, is guilty of a

gross misdemeanor.

4. If any officer or agent of any corporation keeping records in this

state willfully neglects or refuses to permit an inspection of the books of

account and financial records upon demand by a person entitled to inspect

them, or refuses to permit an audit to be conducted, as provided in

subsection 1, the corporation shall forfeit to the state the sum of $100 for

every day of such neglect or refusal, and the corporation, officer or agent

thereof is jointly and severally liable to the person injured for all damages

resulting to him.

5. A stockholder who brings an action or proceeding to enforce any

right [under] set forth in this section or to recover damages resulting from

its denial:

(a) Is entitled to costs and reasonable attorney’s fees, if he prevails; or

(b) Is liable for such costs and fees, if he does not

prevail,

in the action or proceeding.

6. Except as otherwise provided in this subsection, the provisions of

this section do not apply to any corporation listed and traded on any

recognized stock exchange nor do they apply to any corporation that

furnishes to its stockholders a detailed, annual financial statement. A

person who owns, or is authorized in writing by the owners of, at least 15

percent of the issued and outstanding shares of the stock of a corporation

that has elected to be governed by subchapter S of the Internal Revenue

Code and whose shares are not listed or traded on any recognized stock

exchange is entitled to inspect the books of the corporation pursuant to

subsection 1 and has the rights, duties and liabilities provided in

subsections 2 to 5, inclusive.

Sec. 20. NRS 78.288 is hereby amended to read as follows:

78.288 1. Except as otherwise provided in subsection 2 and the

articles of incorporation, a board of directors may authorize and the

corporation may make distributions to its stockholders[.] , including

distributions on shares that are partially paid.

2. No distribution may be made if, after giving it effect:

(a) The corporation would not be able to pay its debts as they become

due in the usual course of business; or

(b) Except as otherwise specifically allowed by the articles of

incorporation, the corporation’s total assets would be less than the sum of

its total liabilities plus the amount that would be needed, if the corporation

were to be dissolved at the time of distribution, to satisfy the preferential

rights upon dissolution of stockholders whose preferential rights are

superior to those receiving the distribution.

3. The board of directors may base a determination that a distribution

is not prohibited [under] pursuant to subsection 2 on:

(a) Financial statements prepared on the basis of accounting practices

that are reasonable in the circumstances;

(b) A fair valuation, including, but not limited to, unrealized

appreciation and depreciation; or

4. The effect of a distribution [under] pursuant to subsection 2 must

be measured:

(a) In the case of a distribution by purchase, redemption or other

acquisition of the corporation’s shares, as of the earlier of:

(1) The date money or other property is transferred or debt incurred

by the corporation; or

(2) The date upon which the stockholder ceases to be a stockholder

with respect to the acquired shares.

(b) In the case of any other distribution of indebtedness, as of the date

the indebtedness is distributed.

(1) The date the distribution is authorized if the payment occurs

within 120 days after the date of authorization; or

(2) The date the payment is made if it occurs more than 120 days

after the date of authorization.

5. A corporation’s indebtedness to a stockholder incurred by reason of

a distribution made in accordance with this section is at parity with the

corporation’s indebtedness to its general unsecured creditors except to the

extent subordinated by agreement.

6. Indebtedness of a corporation, including indebtedness issued as a

distribution, is not considered a liability for purposes of determinations

[under] pursuant to subsection 2 if its terms provide that payment of

principal and interest are made only if and to the extent that payment of a

distribution to stockholders could then be made pursuant to this section. If

the indebtedness is issued as a distribution, each payment of principal or

interest must be treated as a distribution, the effect of which must be

measured on the date the payment is actually made.

Sec. 21. NRS 78.310 is hereby amended to read as follows:

78.310 1. Meetings of stockholders and directors of any corporation

organized [under] pursuant to the provisions of this chapter may be held

within or without this state, in the manner provided by the bylaws of the

corporation. The articles of incorporation may designate any place or

places where such stockholders’ or directors’ meetings may be held, but in

the absence of any provision therefor in the articles of incorporation, then

the meetings must be held within or without this state, as directed from

time to time by the bylaws of the corporation.

2. Unless otherwise provided in the articles of incorporation or

bylaws, the entire board of directors, any two directors or the president

may call annual and special meetings of the stockholders and directors.

Sec. 22. NRS 78.315 is hereby amended to read as follows:

78.315 1. Unless the articles of incorporation or the bylaws provide

for a [different] greater or lesser proportion, a majority of the board of

directors of the corporation then in office, at a meeting duly assembled, is

necessary to constitute a quorum for the transaction of business, and the

act of directors holding a majority of the voting power of the directors,

present at a meeting at which a quorum is present, is the act of the board of

directors.

2. Unless otherwise restricted by the articles of incorporation or

bylaws, any action required or permitted to be taken at a meeting of the

board of directors or of a committee thereof may be taken without a

meeting if, before or after the action, a written consent thereto is signed by

all the members of the board or of the committee.

3. Unless otherwise restricted by the articles of incorporation or

bylaws, members of the board of directors or the governing body of any

corporation, or of any committee designated by such board or body, may

participate in a meeting of the board, body or committee by means of a

telephone conference or similar [method] methods of communication by

which all persons participating in the meeting can hear each other.

Participation in a meeting pursuant to this subsection constitutes presence

in person at the meeting.

Sec. 23. NRS 78.320 is hereby amended to read as follows:

78.320 1. Unless this chapter, the articles of incorporation or the

bylaws provide for different proportions:

(a) A majority of the voting power, which includes the voting power

that is present in person or by proxy, regardless of whether the proxy has

authority to vote on all matters, constitutes a quorum for the transaction of

business; and

(b) Action by the stockholders on a matter other than the election of

directors is approved if the number of votes cast in favor of the action

exceeds the number of votes cast in opposition to the action.

2. Unless otherwise provided in the articles of incorporation or the

bylaws, any action required or permitted to be taken at a meeting of the

stockholders may be taken without a meeting if, before or after the action,

a written consent thereto is signed by stockholders holding at least a

majority of the voting power, except that if a different proportion of voting

power is required for such an action at a meeting, then that proportion of

written consents is required.

3. In no instance where action is authorized by written consent need a

meeting of stockholders be called or notice given.

4. Unless otherwise restricted by the articles of incorporation or

bylaws, stockholders may participate in a meeting of stockholders by

means of a telephone conference or similar [method] methods of

communication by which all persons participating in the meeting can hear

each other. Participation in a meeting pursuant to this subsection

constitutes presence in person at the meeting.

5. Unless otherwise provided in this chapter, the articles of

incorporation or the bylaws, if voting by a class or series of stockholders

is permitted or required, a majority of the voting power of the class or

series that is present in person or by proxy, regardless of whether the

proxy has authority to vote on all matters, constitutes a quorum for the

transaction of business. An act by the stockholders of each class or

series is approved if a majority of the voting power of a quorum of the

class or series votes for the action.

Sec. 24. NRS 78.330 is hereby amended to read as follows:

78.330 1. Unless elected pursuant to NRS 78.320, directors of every

corporation must be elected at the annual meeting of the stockholders by a

plurality of the votes cast at the election. Unless otherwise provided in this

chapter or in the bylaws, the board of directors [have] has the authority to

set the date, time and place for the annual meeting of the stockholders. If

for any reason directors are not elected pursuant to NRS 78.320 or at the

annual meeting of the stockholders, they may be elected at any special

meeting of the stockholders which is called and held for that purpose.

Unless otherwise provided in the articles of incorporation or bylaws,

each director holds office after the expiration of his term until his

successor is elected and qualified, or until he resigns or is removed.

2. The articles of incorporation or the bylaws may provide for the

classification of directors as to the duration of their respective terms of

office or as to their election by one or more authorized classes or series of

shares, but at least one-fourth in number of the directors of every

corporation must be elected annually. If an amendment reclassifying the

directors would otherwise increase the term of a director, unless the

amendment is to the articles of incorporation and otherwise provides, the

term of each incumbent director on the effective date of the amendment

terminates on the date it would have terminated had there been no

reclassification.

3. The articles of incorporation may provide that the voting power of

individual directors or classes of directors may be greater than or less than

that of any other individual directors or classes of directors, and the

different voting powers may be stated in the articles of incorporation or

may be dependent upon any fact or event that may be ascertained outside

the articles of incorporation if the manner in which the fact or event may

operate on those voting powers is stated in the articles of incorporation. If

the articles of incorporation provide that any directors may have voting

power greater than or less than other directors, every reference in this

chapter to a majority or other proportion of directors shall be deemed to

refer to a majority or other proportion of the voting power of all of the

directors or classes of directors, as may be required by the articles of

incorporation.

Sec. 25. NRS 78.3783 is hereby amended to read as follows:

78.3783 1. Except as otherwise provided in subsection 2,

“acquisition” means the direct or indirect acquisition of a controlling

interest.

2. “Acquisition” does not include any acquisition of shares in good

faith, and without an intent to avoid the requirements of NRS 78.378 to

78.3793, inclusive:

(a) By an acquiring person authorized pursuant to NRS 78.378 to

78.3793, inclusive, to exercise voting rights, to the extent that the new

acquisition does not result in the acquiring person obtaining a controlling

interest greater than that previously authorized; or

(b) Pursuant to:

(1) The laws of descent and distribution;

(2) The enforcement of a judgment;

(3) The satisfaction of a pledge or other security interest; or

(4) A merger , exchange, conversion, domestication or

reorganization effected in compliance with the provisions of NRS 78.622 ,

[or] 92A.200 to 92A.240, inclusive, or sections 109 to 115, inclusive, of

this act to which the issuing corporation is a party.

Sec. 26. NRS 78.3791 is hereby amended to read as follows:

78.3791 Except as otherwise provided by the articles of incorporation

of the issuing corporation, a resolution of the stockholders granting voting

rights to the control shares acquired by an acquiring person must be

approved by:

1. The holders of a majority of the voting power of the corporation;

and

2. If the acquisition will result in any change of the kind described in

subsection [3] 2 of NRS 78.390, the holders of a majority of each class or

series affected,

excluding those shares as to which any interested stockholder exercises

voting rights.

Sec. 27. NRS 78.3793 is hereby amended to read as follows:

78.3793 [1.] Unless otherwise provided in the articles of

incorporation or the bylaws of the issuing corporation in effect on the 10th

day following the acquisition of a controlling interest by an acquiring

person, if the control shares are accorded full voting rights pursuant to

NRS 78.378 to 78.3793, inclusive, and the acquiring person has acquired

control shares with a majority or more of all the voting power, any

stockholder [of record,] , as that term is defined in NRS 92A.325, other

than the acquiring person, [who has] whose shares are not voted in favor

of authorizing voting rights for the control shares [is entitled to demand

payment for] may dissent in accordance with the provisions of NRS

92A.300 to 92A.500, inclusive, and obtain payment of the fair value of

his shares.

[2. The board of directors of the issuing corporation shall, within 20

days after the vote of the stockholders authorizing voting rights for the

control shares, cause a notice to be sent to any stockholder, other than the

acquiring person, who has not voted in favor of authorizing voting rights

for the control shares, advising him of the fact and of his right to receive

fair value for his shares as provided in subsection 3.

3. Within 20 days after the mailing of the notice described in

subsection 2, any stockholder of the corporation, other than the acquiring

person, who has not voted in favor of authorizing voting rights for the

control shares, may deliver to the registered office of the corporation a

written demand that the corporation purchase, for fair value, all or any

portion of his shares. The corporation shall comply with the demand

within 30 days after its delivery.]

Sec. 28. NRS 78.380 is hereby amended to read as follows:

78.380 1. At least two-thirds of the incorporators or of the board of

directors of any corporation, before issuing any stock, may amend the

[original] articles of incorporation[thereof as may be desired by executing

or proving in the manner required for original articles of incorporation,] of

the corporation by signing and filing with the secretary of state a

certificate amending, modifying, changing or altering the [original]

articles, in whole or in part. The certificate must state that:

(a) [Declare that the] The signers thereof are at least two-thirds of the

incorporators or of the board of directors of the corporation, and state the

[corporation’s name.] name of the corporation; and

(b) [State the date upon which the original articles thereof were filed

with the secretary of state.

stock of the corporation has been issued.

2. [The amendment] A certificate filed pursuant to this section is

effective upon [the filing of] filing the certificate 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.

3. If a certificate specifies an effective date and if no stock of the

corporation has been issued, the board of directors may terminate the

effectiveness of a certificate by filing a certificate of termination with the

secretary of state that:

(a) Identifies the certificate being terminated;

(b) States that no stock of the corporation has been issued;

(d) Is signed by at least two-thirds of the board of directors of the

corporation; and

(e) Is accompanied by the fee required pursuant to NRS 78.765.

4. This section does not permit the insertion of any matter not in

conformity with this chapter.

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[, either annual or special,] 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

[for the consideration thereof.] 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 [3 and 5,] 2 and 4, or as may be required

by the provisions of the articles of incorporation, have voted in favor of

the amendment, [the president, or vice president, and secretary, or

assistant secretary, shall execute] 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.

with the secretary of state.

2. [Upon filing the certificate the articles of incorporation are amended

accordingly.

3.] 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.

[4.] 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.

[5.] 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;

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.

Sec. 30. NRS 78.403 is hereby amended to read as follows:

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

single certificate the entire text of its articles of incorporation as amended

by filing with the secretary of state a certificate[entitled “Restated Articles

of Incorporation of ................,”] signed by an officer of the corporation

which must set forth the articles as amended to the date of the certificate.

If the certificate alters or amends the articles in any manner, it must

comply with the provisions of [this chapter governing such amendments]

NRS 78.380, 78.385 and 78.390, as applicable, and must be accompanied

by:

(a) A resolution; or

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

setting forth which provisions of the articles of incorporation on file with

the secretary of state are being altered or amended.

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

signed by [the president or vice president and the secretary or assistant

secretary] an officer of the corporation and state that [they have] he has

been authorized to execute the certificate by resolution of the board of

directors adopted on the date stated, and that the certificate correctly sets

forth the text of the articles of incorporation as amended to the date of the

certificate.

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

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

incorporators;

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

boards of directors; and

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

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

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

subsection 2, together with certified copies of all certificates of amendment

filed subsequent to the restated articles and certified copies of all

certificates supplementary to the original articles.

Sec. 31. NRS 78.565 is hereby amended to read as follows:

78.565 [Every]

1. Unless otherwise provided in the articles of incorporation, every

corporation may, by action taken at any meeting of its board of directors,

sell, lease or exchange all of its property and assets, including its good will

and its corporate franchises, upon such terms and conditions as its board of

directors may[deem expedient and for the best interests of the

corporation,] approve, when and as authorized by the affirmative vote of

stockholders holding stock in the corporation entitling them to exercise at

least a majority of the voting power given at a stockholders’ meeting

called for that purpose . [but:

1. The articles of incorporation may require the vote of a larger

proportion of the stockholders and the separate vote or consent of any

class of stockholders; and]

2. Unless otherwise provided in the articles of incorporation [provide

otherwise, no] , a vote of stockholders is not necessary [for] :

(a) For a transfer of assets by way of mortgage, or in trust or in pledge

to secure indebtedness of the corporation[.] ; or

(b) To abandon the sale, lease or exchange of assets.

Sec. 32. NRS 78.580 is hereby amended to read as follows:

78.580 1. If the board of directors of any corporation organized

under this chapter, after the issuance of stock or the beginning of business,

decides that the corporation should be dissolved, the board may adopt a

resolution to that effect. If the corporation has issued no stock, only the

directors need to approve the dissolution. If the corporation has issued

stock, the directors must recommend the dissolution to the stockholders.

The corporation shall notify each stockholder entitled to vote on

dissolution and the stockholders entitled to vote must approve the

dissolution.

2. If the dissolution is approved by the directors or both the directors

and stockholders, as respectively provided in subsection 1, the corporation

shall file a certificate setting forth that the dissolution has been approved

by the directors, or by the directors and the stockholders, and a list of the

names and post office box or street addresses, either residence or business,

of the corporation’s president, secretary and treasurer and all of its

directors, certified by the president, or a vice president, and the secretary,

or an assistant secretary, in the office of the secretary of state. [The

secretary of state, upon being satisfied that these requirements have been

complied with and that the corporate charter has not been revoked, shall

issue a certificate that the corporation is dissolved.]

Sec. 33. NRS 78.622 is hereby amended to read as follows:

78.622 1. If a corporation is under reorganization in a federal court

pursuant to Title 11 of U.S.C., it may take any action necessary to carry

out any proceeding and do any act directed by the court relating to

reorganization, without further action by its directors or stockholders. This

authority may be exercised by:

(a) The trustee in bankruptcy appointed by the court;

(b) Officers of the corporation designated by the court; or

with the same effect as if exercised by the directors and stockholders of the

corporation.

2. By filing a [certified copy of the] confirmed plan of reorganization ,

certified by the bankruptcy court, with the secretary of state, the

corporation may:

(a) Alter, amend or repeal its bylaws;

(b) Constitute or reconstitute and classify or reclassify its board of

directors;

addition to all or some of the directors or officers then in office;

(d) Amend its articles of incorporation;

(e) Make any change in its authorized and issued stock;

(f) Make any other amendment, change, alteration or provision

authorized by this chapter; and

(g) Be dissolved, transfer all or part of its assets or merge or consolidate

or make any other change authorized by this chapter.

3. In any action taken pursuant to subsections 1 and 2, a stockholder

has no right to demand payment for his stock.

4. Any amendment of the articles of incorporation made pursuant to

subsection 2 must be signed under penalty of perjury by the person

authorized by the court and filed with the secretary of state. If the

amendment is filed in accordance with the order of reorganization, it

becomes effective when it is filed unless otherwise ordered by the court.

5. Any filing with the secretary of state pursuant to this section must

be accompanied by the appropriate fee, if any.

Sec. 34. NRS 78.750 is hereby amended to read as follows:

78.750 1. In any action commenced against any corporation in any

court of this state, service of process may be made in the manner provided

by law and rule of court for the service of civil process.

2. Service of process on a corporation whose charter has been

revoked or which has been continued as a body corporate [under]

pursuant to NRS 78.585 may be made by mailing copies of the process

and any associated documents by certified mail, with return receipt

requested, to:

(a) The resident agent of the corporation, if there is one; and

(b) Each officer and director of the corporation as named in the list last

filed with the secretary of state before the dissolution or expiration of the

corporation or the forfeiture of its charter.

The manner of serving process described in this subsection does not affect

the validity of any other service authorized by law.

Sec. 35. NRS 78.751 is hereby amended to read as follows:

78.751 1. Any discretionary indemnification [under] pursuant to

NRS 78.7502 , unless ordered by a court or advanced pursuant to

subsection 2, may be made by the corporation only as authorized in the

specific case upon a determination that indemnification of the director,

officer, employee or agent is proper in the circumstances. The

determination must be made:

(a) By the stockholders;

(b) By the board of directors by majority vote of a quorum consisting of

directors who were not parties to the action, suit or proceeding;

parties to the action, suit or proceeding so orders, by independent legal

counsel in a written opinion; or

(d) If a quorum consisting of directors who were not parties to the

action, suit or proceeding cannot be obtained, by independent legal

counsel in a written opinion.

2. The articles of incorporation, the bylaws or an agreement made by

the corporation may provide that the expenses of officers and directors

incurred in defending a civil or criminal action, suit or proceeding must be

paid by the corporation as they are incurred and in advance of the final

disposition of the action, suit or proceeding, upon receipt of an

undertaking by or on behalf of the director or officer to repay the amount

if it is ultimately determined by a court of competent jurisdiction that he is

not entitled to be indemnified by the corporation. The provisions of this

subsection do not affect any rights to advancement of expenses to which

corporate personnel other than directors or officers may be entitled under

any contract or otherwise by law.

3. The indemnification pursuant to NRS 78.7502 and advancement of

expenses authorized in or ordered by a court pursuant to this section:

(a) Does not exclude any other rights to which a person seeking

indemnification or advancement of expenses may be entitled under the

articles of incorporation or any bylaw, agreement, vote of stockholders or

disinterested directors or otherwise, for either an action in his official

capacity or an action in another capacity while holding his office, except

that indemnification, unless ordered by a court pursuant to NRS 78.7502

or for the advancement of expenses made pursuant to subsection 2, may

not be made to or on behalf of any director or officer if a final adjudication

establishes that his acts or omissions involved intentional misconduct,

fraud or a knowing violation of the law and was material to the cause of

action.

(b) Continues for a person who has ceased to be a director, officer,

employee or agent and inures to the benefit of the heirs, executors and

administrators of such a person.

Sec. 36. NRS 78.760 is hereby amended to read as follows:

78.760 1. The fee for filing articles of incorporation is prescribed in

the following schedule:

If the amount represented by the total number of shares provided for

in the articles [or agreement] is:

$25,000 or less............................................ $125

Over $25,000 and not over $75,000................ 175

Over $75,000 and not over $200,000.............. 225

Over $200,000 and not over $500,000............ 325

Over $500,000 and not over $1,000,000......... 425

Over $1,000,000:

.. For the first $1,000,000............................... 425

.. For each additional $500,000 or fraction thereof225

2. The maximum fee which may be charged [under] pursuant to this

section is $25,000 for:

(a) The original filing of articles of incorporation.

(b) A subsequent filing of any instrument which authorizes an increase

in stock.

3. For the purposes of computing the filing fees according to the

schedule in subsection 1, the amount represented by the total number of

shares provided for in the articles of incorporation is:

(a) The aggregate par value of the shares, if only shares with a par value

are therein provided for;

(b) The product of the number of shares multiplied by $1, regardless of

any lesser amount prescribed as the value or consideration for which

shares may be issued and disposed of, if only shares without par value are

therein provided for; or

product of the number of shares without par value multiplied by $1,

regardless of any lesser amount prescribed as the value or consideration

for which the shares without par value may be issued and disposed of, if

shares with and without par value are therein provided for.

For the purposes of this subsection, shares with no prescribed par value

shall be deemed shares without par value.

4. The secretary of state shall calculate filing fees pursuant to this

section with respect to shares with a par value of less than one-tenth of a

cent as if the par value were one-tenth of a cent.

Sec. 37. NRS 78.765 is hereby amended to read as follows:

78.765 1. The fee for filing a certificate changing the number of

authorized shares pursuant to NRS 78.209 or a certificate of amendment to

articles of incorporation that increases the corporation’s authorized stock

or a certificate of correction that increases the corporation’s authorized

stock is the difference between the fee computed at the rates specified in

NRS 78.760 upon the total authorized stock of the corporation, including

the proposed increase, and the fee computed at the rates specified in NRS

78.760 upon the total authorized capital, excluding the proposed increase.

In no case may the amount be less than $75.

2. The fee for filing a certificate of amendment to articles of

incorporation that does not increase the corporation’s authorized stock or a

certificate of correction that does not increase the corporation’s authorized

stock is $75.

3. The fee for filing a certificate or an amended certificate pursuant to

NRS 78.1955 is $75.

4. The fee for filing a certificate of termination pursuant to NRS

78.1955, 78.209 or 78.380 is $75.

Sec. 38. NRS 78.785 is hereby amended to read as follows:

78.785 1. The fee for filing a certificate of change of location of a

corporation’s registered office and resident agent, or a new designation of

resident agent, is $15.

2. The fee for certifying articles of incorporation where a copy is

provided is $10.

3. The fee for certifying a copy of an amendment to articles of

incorporation, or to a copy of the articles as amended, where a copy is

furnished, is $10.

4. The fee for certifying an authorized printed copy of the general

corporation law as compiled by the secretary of state is $10.

5. The fee for reserving a corporate name is $20.

6. The fee for executing a certificate of corporate existence which does

not list the previous documents relating to the corporation, or a certificate

of change in a corporate name, is [$15.] $20.

7. The fee for executing a certificate of corporate existence which lists

the previous documents relating to the corporation is $20.

8. The fee for executing, certifying or filing any certificate or

document not provided for in NRS 78.760 to 78.785, inclusive, is $20.

9. The fee for copies made at the office of the secretary of state is $1

per page.

10. The fee for filing articles of incorporation, articles of merger, or

certificates of amendment increasing the basic surplus of a mutual or

reciprocal insurer must be computed pursuant to NRS 78.760, 78.765 and

[78.770,] 92A.210, on the basis of the amount of basic surplus of the

insurer.

11. The fee for examining and provisionally approving any document

at any time before the document is presented for filing is $100.

Sec. 39. NRS 78A.030 is hereby amended to read as follows:

78A.030 1. Any corporation organized under chapter 78 of NRS may

become a close corporation pursuant to this chapter by executing, filing

and recording, in accordance with NRS 78.390, a certificate of amendment

of the certificate of incorporation which must:

(a) Contain a statement that the corporation elects to become a close

corporation; and

(b) Meet the requirements of paragraph (a) of subsection 2 of NRS

78A.020.

2. Except as otherwise provided in subsection 3, the amendment must

be adopted in accordance with the requirements of NRS 78.380 or 78.390.

3. [The] If an amendment is adopted in accordance with the

requirements of NRS 78.390, it must be approved by a vote of the holders

of record of at least two-thirds of the shares of each class of stock of the

corporation that are outstanding and entitled to vote, unless the articles of

incorporation or bylaws require approval by a greater proportion.

Sec. 40. Chapter 80 of NRS is hereby amended by adding thereto a

new section to read as follows:

Before the issuance of stock, an incorporator or, after the issuance of

stock, an officer of a foreign corporation may authorize the secretary of

state in writing to replace any page of a document submitted for filing,

on an expedited basis, before the actual filing, and to accept the page as

if it were part of the originally signed filing.

Sec. 41. NRS 80.015 is hereby amended to read as follows:

80.015 1. For the purposes of this chapter, the following activities do

not constitute doing business in this state:

(a) Maintaining, defending or settling any proceeding;

(b) Holding meetings of the board of directors or stockholders or

carrying on other activities concerning internal corporate affairs;

(d) Maintaining offices or agencies for the transfer, exchange and

registration of the corporation’s own securities or maintaining trustees or

depositaries with respect to those securities;

(e) Making sales through independent contractors;

(f) Soliciting or receiving orders outside of this state through or in

response to letters, circulars, catalogs or other forms of advertising,

accepting those orders outside of this state and filling them by shipping

goods into this state;

(g) Creating or acquiring indebtedness, mortgages and security interests

in real or personal property;

(h) Securing or collecting debts or enforcing mortgages and security

interests in property securing the debts;

(i) Owning, without more, real or personal property;

(j) Isolated transactions completed within 30 days and not a part of a

series of similar transactions;

(k) The production of motion pictures as defined in NRS 231.020;

(l) Transacting business as an out-of-state depository institution

pursuant to the provisions of Title 55 of NRS; and

(m) Transacting business in interstate commerce.

2. The list of activities in subsection 1 is not exhaustive.

3. A person who is not doing business in this state within the meaning

of this section need not qualify or comply with any provision of [NRS

80.010 to 80.280, inclusive,] this chapter, chapter 645A, 645B or 645E of

NRS or Title 55 or 56 of NRS unless he:

(a) Maintains an office in this state for the transaction of business; or

(b) Solicits or accepts deposits in the state, except pursuant to the

provisions of chapter 666 or 666A of NRS.

4. As used in this section and for the purposes of NRS 80.016,

“deposits” means demand deposits, savings deposits and time deposits,

as those terms are defined in chapter 657 of NRS.

Sec. 42. NRS 80.025 is hereby amended to read as follows:

80.025 1. If a foreign corporation cannot qualify to do business in

this state because its name does not meet the requirements of subsection 2

or 3 of NRS 80.010, it may apply for a certificate to do business by having

its board of directors adopt a resolution setting forth the name under which

the corporation elects to do business in this state. The resolution may:

(a) Add to the existing corporate name a word, abbreviation or other

distinctive element; or

(b) Adopt a name different from its existing corporate name that is

available for use in this state.

2. In addition to the documents required by subsection 1 of NRS

80.010, the corporation shall file a [certified copy of the resolution

adopting] resolution certifying the adoption of the modified name.

3. If the secretary of state determines that the modified corporate name

complies with the provisions of subsection 2 or 3 of NRS 80.010, he shall

issue the certificate in the foreign corporation’s modified name if the

foreign corporation otherwise qualifies to do business in this state.

4. A foreign corporation doing business in this state under a modified

corporate name approved by the secretary of state shall use the modified

name in its dealings and communications with the secretary of state.

Sec. 43. NRS 80.030 is hereby amended to read as follows:

80.030 1. Each foreign corporation admitted to do business in this

state shall, within [30] 90 days after the filing of any document

amendatory or otherwise relating to the original articles in the place of its

creation, file in the office of the secretary of state:

(a) A copy of the document certified by an authorized officer of the

place of its creation, or a certificate evidencing the filing, issued by the

authorized officer of the place of its creation with whom the document

was filed; and

(b) A statement of an officer of the corporation of the change reflected

by the filing of the document, showing its relation to the name, authorized

capital stock, or general purposes.

2. When a foreign corporation authorized to do business in this state

becomes a constituent of a merger permitted by the laws of the state or

country in which it is incorporated, it shall, within [30] 90 days after the

merger becomes effective, file a copy of the agreement of merger filed in

the place of its creation, certified by an authorized officer of the place of

its creation, or a certificate, issued by the proper officer of the place of its

creation, attesting to the occurrence of the event, in the office of the

secretary of state.

3. The secretary of state may revoke the right of a foreign corporation

to transact business in this state if it fails to file the documents required by

this section or pay the fees incident to that filing.

Sec. 44. NRS 80.090 is hereby amended to read as follows:

80.090 If a foreign corporation doing business in this state maintains

and keeps in the state a resident agent as provided by NRS 80.060 and

files or has microfilmed the papers, documents and instruments required

by NRS 80.010 to 80.040, inclusive, [it shall be] and section 40 of this

act, the foreign corporation is entitled to the benefit of the laws of this

state limiting the time for the commencement of civil actions.

Sec. 45. NRS 81.650 is hereby amended to read as follows:

81.650 1. The board of directors or trustees of any private foundation

which is a corporation organized under and governed by Nevada law may,

by a majority vote of its directors or trustees, amend its governing

instrument at any regular or special meeting of the board of directors or

trustees, without a vote of the stockholders or members of the private

foundation, if any, in order to avoid the penalties and liabilities described

in Sections 4941(a), 4942(a), 4943(a), 4944(a) and 4945(a) or to comply

with the provisions of Section 508(e).

2. Such an amendment must not be made until the board of directors or

trustees has notified the members or stockholders, if any, at least 30 days

before the meeting at which the governing instrument is to be amended.

[Notice of the intention to amend the governing instrument must be served

upon the attorney general at least 30 days before the meeting, together

with a copy of the proposed amended governing instrument.]

3. If the private foundation is a corporation organized under and

governed by Nevada law, after any such amendment has been approved by

the directors or trustees, a copy of the amended governing instrument must

be filed with the secretary of state.

Sec. 46. Chapter 82 of NRS is hereby amended by adding thereto a

new section to read as follows:

An officer of a corporation or a director named in the original articles

of incorporation may authorize the secretary of state in writing to

replace any page of a document submitted for filing, on an expedited

basis, before the actual filing, and to accept the page as if it were part of

the originally signed filing.

Sec. 47. NRS 82.346 is hereby amended to read as follows:

82.346 1. If the first meeting of the directors has not taken place and

if there are no members, a majority of the incorporators of a corporation

may amend the original articles by executing and proving in the manner

required for original articles, and filing with the secretary of state, a

certificate amending, modifying, changing or altering the original articles,

in whole or in part. The certificate must[:

(a) Declare that the] state that:

(a) The signers thereof are a majority of the original incorporators of

the corporation; and

(b) [State the date upon which the original articles were filed with the

secretary of state; and

meeting of the directors has taken place and the corporation has no

members other than the incorporators.

2. The amendment is effective upon the filing of the certificate with

the secretary of state.

3. This section does not permit the insertion of any matter not in

conformity with this chapter.

4. The secretary of state shall charge the fee allowed by law for filing

the amended certificate of incorporation.

Sec. 48. NRS 82.371 is hereby amended to read as follows:

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

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

secretary of state a certificate [entitled “Restated Articles of Incorporation

of .........................,”] which must set forth the articles as amended to the

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

manner, it must comply with the provisions of [this chapter governing

such amendments] NRS 82.346, 82.351 and 82.356, as applicable, and

must be accompanied by:

(a) A resolution; or

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

setting forth which provisions of the articles of incorporation on file with

the secretary of state are being altered or amended.

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

signed by the chairman of the board or the president or vice president, and

the secretary or assistant secretary, of the corporation and must state that

they have been authorized to execute the certificate by resolution of the

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

correctly sets forth the text of the articles as amended to the date of the

certificate.

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

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

incorporators;

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

board of directors; and

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

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

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

subsection 2, together with certified copies of all certificates of

amendment filed after the restated articles and certified copies of all

certificates supplementary to the original articles.

Sec. 49. NRS 82.446 is hereby amended to read as follows:

82.446 1. A corporation may be dissolved and its affairs wound up

voluntarily by the written request of a majority of the members and any

person or superior organization whose approval is required by a provision

of the articles authorized by NRS 82.091. The request must:

(a) Be addressed to the directors.

(b) Specify reasons why the winding up of affairs of the corporation is

deemed advisable.

liquidation and in winding up the affairs of the corporation. The act of a

majority of the directors as trustees remaining in office is the act of the

directors as trustees.

2. Upon filing of the request with the directors and in the offices of the

secretary of state, all powers of the directors cease. [The secretary of state

shall issue a certificate that the corporation is dissolved.]

Sec. 50. NRS 82.451 is hereby amended to read as follows:

82.451 1. A corporation may be dissolved and its affairs wound up

voluntarily if the board of directors adopts a resolution to that effect and

calls a meeting of the members entitled to vote to take action upon the

resolution. The resolution must also be approved by any person or superior

organization whose approval is required by a provision of the articles

authorized by NRS 82.091. The meeting of the members must be held

with due notice. If at the meeting the members entitled to exercise a

majority of all the voting power consent by resolution to the dissolution, a

[copy of the resolution,] certificate setting forth that the dissolution has

been approved in compliance with this section, together with a list of the

names and residences of the directors and officers, [certified] executed by

the chairman of the board, president or vice president, and the secretary or

an assistant secretary , must be filed in the office of the secretary of state.

2. If a corporation has no members entitled to vote upon a resolution

calling for the dissolution of the corporation, the corporation may be

dissolved and its affairs wound up voluntarily by the board of directors if

it adopts a resolution to that effect. The resolution must also be approved

by any person or superior organization whose approval is required by a

provision of the articles authorized by NRS 82.091. A [copy of the

resolution] certificate setting forth that the dissolution has been

approved in compliance with this section and a list of the officers and

directors,

[certified] executed as provided in subsection 1, must be filed in the office

of the secretary of state.

3. [Upon filing of the resolution or request in the office of the secretary

of state, the secretary of state shall issue a certificate that the corporation is

dissolved.

4.] Upon the dissolution of any corporation under the provisions of this

section or upon the expiration of its period of corporate existence, the

directors are the trustees of the corporation in liquidation and in winding

up the affairs of the corporation. The act of a majority of the directors as

trustees remaining in office is the act of the directors as trustees.

Sec. 51. Chapter 86 of NRS is hereby amended by adding thereto the

provisions set forth as sections 52 to 70, inclusive, of this act.

Sec. 52. “Articles” and “articles of organization” are synonymous

terms and, unless the context otherwise requires, include certificates and

restated articles of organization filed pursuant to NRS 86.221 and

articles of merger, conversion, exchange or domestication filed pursuant

to NRS 92A.200 to 92A.240, inclusive, and sections 109 to 115,

inclusive, of this act.

Sec. 53. “Noneconomic member” means a member of a limited

-liability company who:

1. Does not own a member’s interest in the company;

2. Does not have an obligation to contribute capital to the company;

3. Does not have a right to participate in or receive distributions of

profits of the company or an obligation to contribute to the losses of the

company; and

4. May have voting rights and other rights and privileges given to

noneconomic members of the company by the articles of organization or

operating agreement.

Sec. 54. The provisions of this chapter may be amended or repealed

at the pleasure of the legislature. A limited-liability company created

pursuant to the provisions of this chapter or availing itself of any of the

provisions of this chapter and all members and managers of the limited

-liability company are bound by the amendment. An amendment or

repeal does not take away or impair any remedy against a limited

-liability company or its managers or members for a liability that has

been previously incurred. The provisions of this chapter and all

amendments thereof are a part of the articles of every limited-liability

company.

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.

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. The articles of organization or operating agreement of a

limited-liability company may create classes of members or managers,

define their relative rights, powers and duties, and may authorize the

creation, in the manner provided in the operating agreement, of

additional classes of members or managers with the relative rights,

powers and duties as may from time to time be established, including,

without limitation, rights, powers and duties senior to existing classes of

members or managers. The articles of organization or operating

agreement may provide that any member, or class or group of members,

has voting rights that differ from other classes or groups.

Sec. 57. Upon application by or for a member, the district court may

decree dissolution of a limited-liability company whenever it is not

reasonably practicable to carry on the business of the company in

conformity with the articles of organization or operating agreement.

Sec. 58. A member who owns a member’s interest in a limited

-liability company or a noneconomic member, when permitted by the

terms of the articles of organization or operating agreement, may bring

an action in the right of a limited-liability company to recover a

judgment in its favor if managers or members with authority to do so

have refused to bring the action or if an effort to cause those managers

or members to bring the action is not likely to succeed.

Sec. 59. In a derivative action, the plaintiff must be a member who

owns a member’s interest or a noneconomic member at the time of

bringing the action and at the time of the transaction of which he

complains.

Sec. 60. In a derivative action, the complaint must set forth with

particularity:

1. The effort of the plaintiff to secure initiation of the action by a

manager or member; or

2. The reasons for the plaintiff not making the effort to secure

initiation of the action by a manager or member.

Sec. 61. If a derivative action is successful, in whole or in part, or if

anything is received by the plaintiff as a result of a judgment,

compromise or settlement of an action or claim, the court may award the

plaintiff reasonable expenses, including reasonable attorney’s fees, and

shall direct him to remit to the limited-liability company the remainder

of those proceeds received by him.

Sec. 62. Subject to the constitution of this state:

1. The laws of the state, pursuant to which a foreign limited-liability

company is organized, govern its organization, internal affairs and the

liability of its managers and members; and

2. A foreign limited-liability company may not be denied registration

by reason of any difference between the laws of the state of organization

and the laws of this state.

Sec. 63. Before transacting business in this state, a foreign limited

-liability company must register with the secretary of state. In order to

of state an application for registration as a foreign limited-liability

company, signed by a manager of the company or, if management is not

vested in a manager, a member of the company and a signed certificate

of acceptance of a resident agent. The application for registration must

set forth:

1. The name of the foreign limited-liability company and, if different,

the name under which it proposes to register and transact business in

this state;

2. The state and date of its formation;

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

limited-liability company elects to appoint;

4. A statement that the secretary of state is appointed the agent of the

foreign limited-liability company for service of process if the authority of

the resident agent has been revoked, or if the resident agent has resigned

or cannot be found or served with the exercise of reasonable diligence;

5. The address of the office required to be maintained in the state of

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

principal office of the foreign limited-liability company;

6. The name and business address of each manager or, if

management is not vested in a manager, each member; and

7. The address of the office at which is kept a list of the names and

addresses of the members and their capital contributions, together with

an undertaking by the foreign limited-liability company to keep those

records until the registration in this state of the foreign limited-liability

company is canceled or withdrawn.

Sec. 64. If the secretary of state finds that an application for

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

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

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

Sec. 65. A foreign limited-liability company may register with the

secretary of state under any name, whether or not it is the name under

which it is registered in its state of organization, which contains the

words required by NRS 86.171 and which could be registered by a

domestic limited-liability company.

Sec. 66. 1. A foreign limited-liability company may cancel its

registration by filing with the secretary of state a certificate of

cancellation signed by a manager of the company or, if management is

not vested in a manager, a member of the company. The certificate,

which must be accompanied by the required fees, must set forth:

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

(b) The date upon which its certificate of registration was filed;

filing of the certificate of cancellation; and

(d) Any other information deemed necessary by the manager of the

company or, if management is not vested in a manager, a member of the

company.

2. A cancellation pursuant to this section does not terminate the

authority of the secretary of state to accept service of process on the

foreign limited-liability company with respect to causes of action arising

from the transaction of business in this state by the foreign limited

-liability company.

Sec. 67. 1. A foreign limited-liability company transacting

business in this state may not maintain any action, suit or proceeding in

any court of this state until it has registered in this state.

2. The failure of a foreign limited-liability company to register in this

state does not impair the validity of any contract or act of the foreign

limited-liability company, or prevent the foreign limited-liability

company from defending any action, suit or proceeding in any court of

this state.

3. A foreign limited-liability company, by transacting business in this

state without registration, appoints the secretary of state as its agent for

service of process with respect to causes of action arising out of the

transaction of business in this state by the foreign limited-liability

company.

Sec. 68. The attorney general may bring an action to restrain a

foreign limited-liability company from transacting business in this state

in violation of this section and sections 62 to 67, inclusive, of this act.

Sec. 69. The articles of organization or operating agreement of a

limited-liability company may provide for one or more noneconomic

members or classes of noneconomic members.

Sec. 70. A manager or, if management of the company is not vested

in a manager, a member of a limited-liability company may authorize

the secretary of state in writing to replace any page of a document

submitted for filing, on an expedited basis, before the actual filing, and

to accept the page as if it were part of the originally signed filing.

Sec. 71. NRS 86.011 is hereby amended to read as follows:

86.011 As used in this chapter, unless the context otherwise requires,

the words and terms defined in NRS [86.021] 86.031 to 86.128, inclusive,

and sections 52 and 53 of this act have the meanings ascribed to them in

those sections.

Sec. 72. NRS 86.081 is hereby amended to read as follows:

86.081 “Member” means the owner of [an] a member’s interest in a

limited-liability company[.] or a noneconomic member.

Sec. 73. NRS 86.201 is hereby amended to read as follows:

86.201 1. [Upon filing the articles of organization and the certificate

of acceptance of the resident agent, and the payment of filing fees, the] A

limited-liability company is considered legally organized pursuant to this

chapter[.] upon:

(a) Filing the articles of organization with the secretary of state or

upon a later date specified in the articles of organization;

(b) Filing the certificate of acceptance of the resident agent with the

secretary of state; and

2. A limited-liability company must not transact business or incur

indebtedness, except that which is incidental to its organization or to

obtaining subscriptions for or payment of contributions, until the

[secretary of state has filed the articles of organization and the certificate

of acceptance.] company is considered legally organized pursuant to

subsection 1.

Sec. 74. NRS 86.221 is hereby amended to read as follows:

86.221 1. The articles of organization of a limited-liability company

may be amended for any purpose, not inconsistent with law, as determined

by all of the members or permitted by the articles or an operating

agreement.

2. An amendment must be made in the form of a certificate setting

forth:

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

(b) [The date of filing of the articles of organization;] Whether the

limited-liability company is managed by one or more managers or

members; and

3. The certificate of amendment must be signed by a manager of the

company [,] or , if management is not vested in a manager, by a member.

4. Restated articles of organization may be executed and filed in the

same manner as a certificate of amendment. If the certificate alters or

amends the articles in any manner, it must be accompanied by:

(a) A resolution; or

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

setting forth which provisions of the articles of organization on file with

the secretary of state are being altered or amended.

Sec. 75. 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. [Upon the filing of a] A certificate of amendment or judicial decree

of amendment [in the office of] is effective upon filing with the secretary

of state[, the articles of organization are amended as set forth therein.] 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;

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.

Sec. 76. NRS 86.274 is hereby amended to read as follows:

86.274 1. The secretary of state shall notify, by letter addressed to its

resident agent, each limited-liability company deemed in default pursuant

to the provisions of this chapter. The notice must be accompanied by a

statement indicating the amount of the filing fee, penalties and costs

remaining unpaid.

2. On the first [day of the ninth month] anniversary of the month

following the month in which the filing was required, the charter of the

company is revoked and its right to transact business is forfeited.

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

names of all limited-liability companies whose right to do business has

been forfeited. The secretary of state shall forthwith notify each limited

-liability company by letter addressed to its resident agent of the forfeiture

of its charter. The notice must be accompanied by a statement indicating

the amount of the filing fee, penalties and costs remaining unpaid.

4. If the charter of a limited-liability company is revoked and the right

to transact business is forfeited, all of the property and assets of the

defaulting company must be held in trust by the managers or, if none, by

the members of the company, and the same proceedings may be had with

respect to its property and assets as apply to the dissolution of a limited

-liability company[.] pursuant to NRS 86.505 and 86.521. Any person

interested may institute proceedings at any time after a forfeiture has been

declared, but if the secretary of state reinstates the charter the proceedings

must be dismissed and all property restored to the company.

5. If the assets are distributed they must be applied in the following

manner:

(a) To the payment of the filing fee, penalties and costs due to the state;

and

(b) To the payment of the creditors of the company.

Any balance remaining must be distributed among the members as

provided in subsection 1 of NRS 86.521.

Sec. 77. NRS 86.276 is hereby amended to read as follows:

86.276 1. Except as otherwise provided in subsections 3 and 4, the

secretary of state shall reinstate any limited-liability company which has

forfeited its right to transact business [under] pursuant to the provisions of

this chapter and restore to the company its right to carry on business in this

state, and to exercise its privileges and immunities, if it:

(a) Files with the secretary of state the list required by NRS 86.263; and

(b) Pays to the secretary of state:

(1) The annual filing fee and penalty set forth in NRS 86.263 and

86.272 for each year or portion thereof during which [its charter has been

revoked;] it failed to file in a timely manner each required annual list;

and

(2) A fee of $50 for reinstatement.

2. When the secretary of state reinstates the limited-liability company,

he shall:

(a) Immediately issue and deliver to the company a certificate of

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

been paid when due; and

(b) Upon demand, issue to the company one or more certified copies of

the certificate of reinstatement.

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

delinquent fees and penalties have been paid, and the revocation of the

charter occurred only by reason of failure to pay the fees and penalties.

4. If a company’s charter has been revoked pursuant to the provisions

of this chapter and has remained revoked for a period of 5 consecutive

years, the charter must not be reinstated.

Sec. 78. NRS 86.281 is hereby amended to read as follows:

86.281 A limited-liability company organized and existing [under]

pursuant to this chapter may[:] exercise the powers and privileges

granted by this chapter and may:

1. Sue and be sued, complain and defend, in its name;

2. Purchase, take, receive, lease or otherwise acquire, own, hold,

improve, use and otherwise deal in and with real or personal property, or

an interest in it, wherever situated;

3. Sell, convey, mortgage, pledge, lease, exchange, transfer and

otherwise dispose of all or any part of its property and assets;

4. Lend money to and otherwise assist its members;

5. Purchase, take, receive, subscribe for or otherwise acquire, own,

hold, vote, use, employ, sell, mortgage, lend, pledge or otherwise dispose

of, and otherwise use and deal in and with shares, member’s interests or

other interests in or obligations of domestic or foreign limited-liability

companies, domestic or foreign corporations, joint ventures or similar

associations, general or limited partnerships or natural persons, or direct or

indirect obligations of the United States or of any government, state,

territory, governmental district or municipality or of any instrumentality

of it;

6. Make contracts and guarantees and incur liabilities, borrow money

at such rates of interest as the company may determine, issue its notes,

bonds and other obligations and secure any of its obligations by mortgage

or pledge of all or any part of its property, franchises and income;

7. Lend, invest and reinvest its money and take and hold real property

and personal property for the payment of money so loaned or invested;

8. Conduct its business, carry on its operations and have and exercise

the powers granted by this chapter in any state, territory, district or

possession of the United States, or in any foreign country;

9. Appoint managers and agents, define their duties and fix their

compensation;

10. Cease its activities and surrender its articles of organization;

11. Exercise all powers necessary or convenient to effect any of the

purposes for which the company is organized; and

12. Hold a license issued pursuant to the provisions of chapter 463 of

NRS.

Sec. 79. NRS 86.286 is hereby amended to read as follows:

86.286 1. A limited-liability company may, but is not required to,

adopt an operating agreement. An operating agreement may be adopted

only by the unanimous vote or unanimous written consent of the members,

or by the sole member, and the operating agreement must be in writing.

Unless otherwise provided in the operating agreement, amendments to the

agreement may be adopted only by the unanimous vote or unanimous

written consent of the persons who are members at the time of

amendment.

2. An operating agreement may be adopted before, after or at the

time of the filing of the articles of organization and, whether entered

into before, after or at the time of the filing, may become effective at the

formation of the limited-liability company or at a later date specified in

the operating agreement. If an operating agreement is adopted before

the filing of the articles of organization or before the effective date of

formation specified in the articles of organization, the operating

agreement is not effective until the effective date of formation of the

limited-liability company.

3. An operating agreement may provide that a certificate of limited

-liability company interest issued by the limited-liability company may

evidence a member’s interest in a limited-liability company.

Sec. 80. NRS 86.291 is hereby amended to read as follows:

86.291 1. Except as otherwise provided in this section[,] or the

articles of organization , [or the operating agreement,] management of a

limited-liability company is vested in its members in proportion to their

contribution to its capital, as adjusted from time to time to reflect properly

any additional contributions or withdrawals by the members.

2. If provision is made in the articles of organization, management of

the company may be vested in a manager or managers, who may but need

not be members, in the manner prescribed by the operating agreement of

the company. The manager or managers also hold the offices and have the

responsibilities accorded to them by the members and set out in the

operating agreement.

Sec. 81. NRS 86.301 is hereby amended to read as follows:

86.301 Except as otherwise provided in this chapter , [or] in its articles

of organization[,] or its operating agreement, no debt may be contracted

or liability incurred by or on behalf of a limited-liability company, except

by one or more of its managers if management of the limited-liability

company has been vested by the members in a manager or managers or, if

management of the limited-liability company is retained by the members,

then [as provided in the articles of organization or the operating

agreement.] by any member.

Sec. 82. NRS 86.343 is hereby amended to read as follows:

86.343 1. A distribution of the profits and contributions of a limited

-liability company must not be made if, after giving it effect:

(a) The company would not be able to pay its debts as they become due

in the usual course of business; or

(b) Except as otherwise specifically permitted by the articles of

organization, the total assets of the company would be less than the sum of

its total liabilities.

2. The manager or, if management of the company is not vested in a

manager or managers, the members may base a determination that a

distribution is not prohibited [under] pursuant to this section on:

(a) Financial statements prepared on the basis of accounting practices

that are reasonable in the circumstances;

(b) A fair valuation, including unrealized appreciation and depreciation;

3. The effect of a distribution [under] pursuant to this section must be

measured:

(a) In the case of a distribution by purchase, redemption or other

acquisition by the company of member’s interests, as of the earlier of:

(1) The date on which money or other property is transferred or debt

incurred by the company; or

(2) The date on which the member ceases to be a member with

respect to his acquired interest.

(b) In the case of any other distribution of indebtedness, as of the date

on which the indebtedness is distributed.

(1) The date on which the distribution is authorized if the payment

occurs within 120 days after the date of authorization; or

(2) The date on which the payment is made if it occurs more than 120

days after the date of authorization.

4. Indebtedness of the company, including indebtedness issued as a

distribution, is not considered a liability for purposes of determinations

[under] pursuant to this section if its terms provide that payment of

principal and interest are to be made only if and to the extent that payment

of a distribution to the members could then be made pursuant to this

section. If the indebtedness is issued as a distribution, each payment of

principal or interest must be treated as a distribution, the effect of which

must be measured as of the date of payment.

5. Except as otherwise provided in subsection 6, a member who

receives a distribution in violation of this section is liable to the limited

-liability company for the amount of the distribution. This subsection

does not affect the validity of an obligation or liability of a member

created by an agreement or other applicable law for the amount of a

distribution.

6. Unless otherwise agreed, a member who receives a distribution

from a limited-liability company is not liable for the amount of the

distribution after the expiration of 3 years after the date of the

distribution unless an action to recover the distribution from the member

is commenced before the expiration of the 3-year period following the

distribution.

Sec. 83. NRS 86.351 is hereby amended to read as follows:

86.351 1. The interest of each member of a limited-liability company

is personal property. The articles of organization or operating agreement

may prohibit or regulate the transfer of a member’s interest. Unless

otherwise provided in the articles or operating agreement, a transferee of a

member’s interest has no right to participate in the management of the

business and affairs of the company or to become a member unless a

majority in interest of the other members approve the transfer. If so

approved, the transferee becomes a substituted member. The transferee is

only entitled to receive the share of profits or other compensation by way

of income, and the return of contributions, to which his transferor would

otherwise be entitled.

2. A substituted member has all the rights and powers and is subject to

all the restrictions and liabilities of his transferor, except that the

substitution of the transferee does not release the transferor from any

liability to the company.

Sec. 84. NRS 86.391 is hereby amended to read as follows:

86.391 1. A member is liable to a limited-liability company:

(a) For a difference between his contributions to capital as actually

made and as stated in the articles of organization or operating agreement

as having been made; and

(b) For any unpaid contribution to capital which he agreed in the articles

of organization or operating agreement to make in the future at the time

and on the conditions stated in the articles of organization or operating

agreement.

2. A member holds as trustee for the company[:

(a) Specific] specific property stated in the articles of organization or

operating agreement as contributed by him, but which was not so

contributed . [or which has been wrongfully or erroneously returned; and

(b) Money or other property wrongfully paid or conveyed to him on

account of his contribution or the contribution of a predecessor with

respect to his member’s interest.]

3. The liabilities of a member as set out in this section can be waived

or compromised only by the consent of all of the members, but a waiver or

compromise does not affect the right of a creditor of the company to

enforce the liabilities if he extended credit or his claim arose before the

effective date of an amendment of the articles of organization or operating

agreement effecting the waiver or compromise.

[4. When a contributor has rightfully received the return in whole or in

part of his contribution to capital, the contributor is liable to the company

for any sum, not in excess of the return with interest, necessary to

discharge its liability to all of its creditors who extended credit or whose

claims arose before the return.]

Sec. 85. NRS 86.401 is hereby amended to read as follows:

86.401 1. On application to a court of competent jurisdiction by a

judgment creditor of a member, the court may charge the member’s

interest with payment of the unsatisfied amount of the judgment with

interest. To the extent so charged, the judgment creditor has only the rights

of an assignee of the member’s interest.

2. The court may appoint a receiver of the share of the distributions

due or to become due to the judgment debtor in respect of the limited

-liability company. The receiver has only the rights of an assignee. The

court may make all other orders, directions, accounts and inquiries that

the judgment debtor might have made or which the circumstances of the

case may require.

3. A charging order constitutes a lien on the member’s interest of the

judgment debtor. The court may order a foreclosure of the member’s

interest subject to the charging order at any time. The purchaser at the

foreclosure sale has only the rights of an assignee.

4. Unless otherwise provided in the articles of organization or

operating agreement, at any time before foreclosure, a member’s interest

charged may be redeemed:

(a) By the judgment debtor;

(b) With property other than property of the limited-liability company,

by one or more of the other members; or

members whose interests are not so charged.

5. This section provides the exclusive remedy by which a judgment

creditor of a member or an assignee of a member may satisfy a judgment

out of the member’s interest of the judgment debtor.

6. No creditor of a member has any right to obtain possession of, or

otherwise exercise legal or equitable remedies with respect to, the

property of the limited-liability company.

7. This section does not deprive any member of the benefit of any

exemption applicable to his interest.

Sec. 86. NRS 86.491 is hereby amended to read as follows:

86.491 1. A limited-liability company organized [under] pursuant to

this chapter must be dissolved and its affairs wound up:

[1.] (a) At the time, if any, specified in the articles of organization;

[2.] (b) Upon the occurrence of an event specified in an operating

agreement; [or

3. By the unanimous written agreement of all members.]

operating agreement, upon the affirmative vote or written agreement of

all the members; or

(d) Upon entry of a decree of judicial dissolution pursuant to section

57 of this act.

2. Except as otherwise provided in the articles of organization or

operating agreement, the death, retirement, resignation, expulsion,

bankruptcy, dissolution or dissociation of a member or any other event

affecting a member, including, without limitation, a sole member, does

not:

(a) Terminate the status of the person as a member; or

(b) Cause the limited-liability company to be dissolved or its affairs to

be wound up.

3. Except as otherwise provided in the articles of organization or

operating agreement, upon the death of a natural person who is the sole

member of a limited-liability company, the status of the member,

including the member’s interest, may pass to the heirs, successors and

assigns of the member by will or applicable law. The heir, successor or

assign of the member’s interest becomes a substituted member pursuant

to NRS 86.351, subject to administration as provided by applicable law,

without the permission or consent of the heirs, successors or assigns or

those administering the estate of the deceased member.

Sec. 87. NRS 86.541 is hereby amended to read as follows:

86.541 1. The signed articles of dissolution must be filed with the

secretary of state. [Unless the secretary of state finds that the articles of

dissolution do not conform to law, he shall when all fees and license taxes

prescribed by law have been paid issue a certificate that the limited

-liability company is dissolved.] Articles of dissolution become effective

upon filing with the secretary of state.

2. Upon the filing of the articles of dissolution the existence of the

company ceases, except for the purpose of suits, other proceedings and

appropriate action as provided in this chapter. The manager or managers in

office at the time of dissolution, or the survivors of them, are thereafter

trustees for the members and creditors of the dissolved company and as

such have authority to distribute any property of the company discovered

after dissolution, convey real estate and take such other action as may be

necessary on behalf of and in the name of the dissolved company.

Sec. 88. NRS 86.561 is hereby amended to read as follows:

86.561 1. The secretary of state shall charge and collect for:

(a) Filing the original articles of organization, or for registration of a

foreign company, $125;

(b) Amending or restating the articles of organization, [or] amending

the registration of a foreign company[,] or filing a certificate of

correction, $75;

$30;

(d) Filing a statement of change of address of a records or registered

office, or change of the resident agent, $15;

(e) Certifying articles of organization or an amendment to the articles,

in both cases where a copy is provided, $10;

(f) Certifying an authorized printed copy of this chapter, $10;

(g) Reserving a name for a limited-liability company, $20;

(h) Filing a certificate of cancellation, $30;

(i) Executing, filing or certifying any other document, $20; and

[(i)] (j) Copies made at the office of the secretary of state, $1 per page.

2. The secretary of state shall charge and collect at the time of any

service of process on him as agent for service of process of a limited

-liability company, $10 which may be recovered as taxable costs by the

party to the action causing the service to be made if the party prevails in

the action.

3. Except as otherwise provided in this section, the fees set forth in

NRS 78.785 apply to this chapter.

Sec. 89. NRS 86.580 is hereby amended to read as follows:

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

[under] pursuant to the laws of this state may, upon complying with the

provisions of NRS 86.276, procure a renewal or revival of its charter for

any period, together with all the rights, franchises, privileges and

immunities, and subject to all its existing and preexisting debts, duties and

liabilities secured or imposed by its original charter and amendments

thereto, or existing charter, by filing:

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

(1) The name of the limited-liability company, which must be the

name of the limited-liability company at the time of the renewal or revival,

or its name at the time its original charter expired.

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

limited-liability company, his street address for the service of process, and

his mailing address if different from his street address.

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

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

date of the certificate.

(4) Whether or not the renewal or revival is to be perpetual, and, if

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

(5) That the limited-liability company desiring to renew or revive its

charter is, or has been, organized and carrying on the business authorized

by its existing or original charter and amendments thereto, and desires to

renew or continue through revival its existence pursuant to and subject to

the provisions of this chapter.

(b) A list of its managers, or if there are no managers, all its managing

members and their post office box or street addresses, either residence or

business.

2. A limited-liability company whose charter has not expired and is

being renewed shall cause the certificate to be signed by its manager, or if

there is no manager, by a person designated by its members. The

certificate must be approved by a majority [of the members.] in interest.

3. A limited-liability company seeking to revive its original or

amended charter shall cause the certificate to be signed by a person or

persons designated or appointed by the members. The execution and filing

of the certificate must be approved by the written consent of a majority [of

the members] in interest and must contain a recital that this consent was

secured. The limited-liability company shall pay to the secretary of state

the fee required to establish a new limited-liability company pursuant to

the provisions of this chapter.

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

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

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

the existence of the limited-liability company therein named.

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.

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. 91. NRS 87.550 is hereby amended to read as follows:

87.550 In addition to any other fees required by NRS 87.440 to

87.540, inclusive, and 87.560, the secretary of state shall charge and

collect the following fees for services rendered pursuant to those sections:

1. For certifying documents required by NRS 87.440 to 87.540,

inclusive, and 87.560, $10 per certification.

2. For executing a certificate verifying the existence of a registered

limited-liability partnership, if the registered limited-liability partnership

has not filed a certificate of amendment, [$15.] $20.

3. For executing a certificate verifying the existence of a registered

limited-liability partnership, if the registered limited-liability partnership

has filed a certificate of amendment, $20.

4. For executing, certifying or filing any certificate or document not

required by NRS 87.440 to 87.540, inclusive, and 87.560, $20.

5. For any copies made by the office of the secretary of state, $1 per

page.

6. For examining and provisionally approving any document before

the document is presented for filing, $100.

Sec. 92. Chapter 88 of NRS is hereby amended by adding thereto the

provisions set forth as sections 93 and 94 of this act.

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.

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. 94. A general partner of a limited partnership may authorize

the secretary of state in writing to replace any page of a document

submitted for filing, on an expedited basis, before the actual filing, and

to accept the page as if it were part of the originally signed filing.

Sec. 95. NRS 88.320 is hereby amended to read as follows:

88.320 1. The name proposed for a limited partnership as set forth in

its certificate of limited partnership:

(a) Must contain [without abbreviation] the words “limited partnership”

[;] , or the abbreviation “LP” or “L.P.”

(b) May not contain the name of a limited partner unless:

(1) It is also the name of a general partner or the corporate name of a

corporate general partner; or

(2) The business of the limited partnership had been carried on under

that name before the admission of that limited partner; and

the names of all other artificial persons formed, organized, registered or

qualified pursuant to the provisions of this Title that are on file in the

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

of the secretary of state pursuant to the provisions of this Title. If the name

on the certificate of limited partnership submitted to the secretary of state

is not distinguishable from any name on file or reserved name, the

secretary of state shall return the certificate to the filer, unless the written,

acknowledged consent to the use of the same or the requested similar

name of the holder of the name on file or reserved name accompanies the

certificate of limited partnership.

2. For the purposes of this section, a proposed name is not

distinguished from a name on file or reserved name solely because one or

the other contains distinctive lettering, a distinctive mark, a trade-mark or

a trade name, or any combination of these.

3. The name of a limited partnership whose right to transact business

has been forfeited, which has merged and is not the surviving entity or

whose existence has otherwise terminated is available for use by any other

artificial person.

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

requirements of this section.

Sec. 96. NRS 88.355 is hereby amended to read as follows:

88.355 1. A certificate of limited partnership is amended by filing a

certificate of amendment thereto in the office of the secretary of state. The

certificate must set forth:

(a) The name of the limited partnership; and

(b) [The date of filing of the certificate of limited partnership; and

(c)] The amendment.

2. Within 30 days after the happening of any of the following events

an amendment to a certificate of limited partnership reflecting the

occurrence of the event or events must be filed:

(a) The admission of a new general partner;

(b) The withdrawal of a general partner; or

withdrawal of a general partner.

3. A general partner who becomes aware that any statement in a

certificate of limited partnership was false when made or that any

arrangements or other facts described, except the address of its office or

the name or address of its resident agent, have changed, making the

certificate inaccurate in any respect, shall promptly amend the certificate.

4. A certificate of limited partnership may be amended at any time for

any other proper purpose the general partners determine.

5. No person has any liability because an amendment to a certificate of

limited partnership has not been filed to reflect the occurrence of any

event referred to in subsection 2 if the amendment is filed within the 30

-day period specified in subsection 2.

6. A restated certificate of limited partnership may be executed and

filed in the same manner as a certificate of amendment. If the certificate

alters or amends the certificate of limited partnership in any manner, it

must be accompanied by:

(a) A resolution; or

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

setting forth which provisions of the certificate of limited partnership on

file with the secretary of state are being altered or amended.

Sec. 97. NRS 88.395 is hereby amended to read as follows:

88.395 1. A limited partnership shall annually, on or before the last

day of the month in which the anniversary date of the filing of its

certificate of limited partnership occurs, file with the secretary of state, on

a form furnished by him, a list containing:

(a) The name of the limited partnership;

(b) The file number of the limited partnership, if known;

(d) The mailing or street address, either residence or business, of each

general partner; and

(e) The signature of a general partner of the limited partnership

certifying that the list is true, complete and accurate.

2. Upon filing the list of general partners, the limited partnership shall

pay to the secretary of state a fee of $85.

3. The secretary of state shall, 60 days before the last day for filing the

list required by subsection 1, cause to be mailed to each limited

partnership required to comply with the provisions of this section which

has not become delinquent a notice of the fee due pursuant to the

provisions of subsection 2 and a reminder to file the annual list. Failure of

any limited partnership to receive a notice or form does not excuse it from

the penalty imposed by NRS 88.400.

4. If the list to be filed pursuant to the provisions of subsection 1 is

defective or the fee required by subsection 2 is not paid, the secretary of

state may return the list for correction or payment.

5. An annual list for a limited partnership not in default that is received

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

deemed an amended list for the previous year and does not satisfy the

requirements of subsection 1 for the year to which the due date is

applicable.

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.

Sec. 98. NRS 88.400 is hereby amended to read as follows:

88.400 1. If a [corporation] limited partnership has filed the list in

compliance with NRS 88.395 and has paid the appropriate fee for the

filing, the canceled check received by the limited partnership constitutes a

certificate authorizing it to transact its business within this state until the

anniversary date of the filing of its certificate of limited partnership in the

next succeeding calendar year. If the limited partnership desires a formal

certificate upon its payment of the annual fee, its payment must be

accompanied by a self-addressed, stamped envelope.

2. Each limited partnership which refuses or neglects to file the list and

pay the fee within the time provided is in default.

3. For default there must be added to the amount of the fee a penalty of

$15, and unless the filings are made and the fee and penalty are paid on or

before the first day of the ninth month following the month in which filing

was required, the defaulting limited partnership, by reason of its default,

forfeits its right to transact any business within this state.

Sec. 99. NRS 88.405 is hereby amended to read as follows:

88.405 1. The secretary of state shall notify, by letter addressed to its

resident agent, each defaulting limited partnership. The notice must be

accompanied by a statement indicating the amount of the filing fee,

penalties and costs remaining unpaid.

2. Immediately after the first [day of the ninth month following]

anniversary of the month following the month in which filing was

required, the certificate of the limited partnership is revoked. The secretary

of state shall compile a complete list containing the names of all limited

partnerships whose right to do business has been forfeited. The secretary

of state shall notify, by letter addressed to its resident agent, each limited

partnership of the revocation of its certificate. The notice must be

accompanied by a statement indicating the amount of the filing fee,

penalties and costs remaining unpaid.

3. In case of revocation of the certificate and of the forfeiture of the

right to transact business thereunder,all the property and assets of the

defaulting domestic limited partnership are held in trust by the general

partners, and the same proceedings may be had with respect thereto as for

the judicial dissolution of a limited partnership. Any person interested may

institute proceedings at any time after a forfeiture has been declared, but if

the secretary of state reinstates the limited partnership the proceedings

must at once be dismissed and all property restored to the general partners.

Sec. 100. NRS 88.535 is hereby amended to read as follows:

88.535 1. On application to a court of competent jurisdiction by any

judgment creditor of a partner, the court may charge the partnership

interest of the partner with payment of the unsatisfied amount of the

judgment with interest. To the extent so charged, the judgment creditor has

only the rights of an assignee of the partnership interest.

2. The court may appoint a receiver of the share of the distributions

due or to become due to the judgment debtor in respect of the

partnership. The receiver has only the rights of an assignee. The court

may make all other orders, directions, accounts and inquiries that the

judgment debtor might have made or which the circumstances of the case

may require.

3. A charging order constitutes a lien on the partnership interest of

the judgment debtor. The court may order a foreclosure of the

partnership interest subject to the charging order at any time. The

purchaser at the foreclosure sale has only the rights of an assignee.

4. Unless otherwise provided in the articles of organization or

operating agreement, at any time before foreclosure, a partnership

interest charged may be redeemed:

(a) By the judgment debtor;

(b) With property other than property of the limited partnership, by

one or more of the other partners; or

whose interests are not so charged.

5. This section provides the exclusive remedy by which a judgment

creditor of a partner or an assignee of a partner may satisfy a judgment

out of the partnership interest of the judgment debtor.

6. No creditor of a partner has any right to obtain possession of, or

otherwise exercise legal or equitable remedies with respect to, the

property of the limited partnership.

7. This [chapter] section does not deprive any partner of the benefit of

any exemption laws applicable to his partnership interest.

Sec. 101. Chapter 88A of NRS is hereby amended by adding thereto

the provisions set forth as sections 102 and 103 of this act.

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.

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. 103. A trustee of a business trust may authorize the secretary of

state in writing to replace any page of a document submitted for filing,

on an expedited basis, before the actual filing, and to accept the page as

if it were part of the originally signed filing.

Sec. 104. NRS 88A.030 is hereby amended to read as follows:

88A.030 “Business trust” means an unincorporated association which:

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

managed, controlled, invested, reinvested or operated, or any combination

of these, or business or professional activities for profit are carried on, by a

trustee for the benefit of the persons entitled to a beneficial interest in the

trust property; and

2. Files a certificate of trust pursuant to NRS 88A.210.

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

law as a business trust or Massachusetts trust, a trust qualifying as a real

estate investment trust pursuant to 26 U.S.C. §§ 856 et seq., as amended,

or any successor provision, or a trust qualifying as a real estate mortgage

investment conduit pursuant to 26 U.S.C. § 860D, as amended, or any

successor provision. [The term does not include a corporation as that term

is defined in 11 U.S.C. § 101(9).]

Sec. 105. NRS 88A.220 is hereby amended to read as follows:

88A.220 1. A certificate of trust may be amended by filing with the

secretary of state a certificate of amendment signed by at least one trustee.

The certificate of amendment must set forth:

(a) The name of the business trust; and

(b) [The date of filing of the original certificate of trust; and

(c)] The amendment to the certificate of trust.

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

instrument all the provisions of the original certificate, and all

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

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

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

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

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

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

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

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

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

purpose determined by the trustees.

Sec. 106. NRS 88A.640 is hereby amended to read as follows:

88A.640 1. The secretary of state shall notify, by letter addressed to

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

provisions of this chapter. The notice must be accompanied by a statement

indicating the amount of the filing fee, penalties and costs remaining

unpaid.

2. [On the first day of the ninth month following] Immediately after

the first anniversary of the month following the month in which the filing

was required, the certificate of trust of the business trust is revoked and its

right to transact business is forfeited.

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

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

He shall forthwith notify each such business trust, by letter addressed to its

resident agent, of the revocation of its certificate of trust. The notice must

be accompanied by a statement indicating the amount of the filing fee,

penalties and costs remaining unpaid.

4. If the certificate of trust is revoked and the right to transact business

is forfeited, all the property and assets of the defaulting business trust must

be held in trust by its trustees as for insolvent business trusts, and the same

proceedings may be had with respect thereto as are applicable to insolvent

business trusts. Any person interested may institute proceedings at any

time after a forfeiture has been declared, but if the secretary of state

reinstates the certificate of trust, the proceedings must at once be

dismissed.

Sec. 107. NRS 88A.900 is hereby amended to read as follows:

88A.900 The secretary of state shall charge and collect the following

fees for:

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

business trust, $125.

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

certificate of trust, $75.

3. Filing a certificate of cancellation, $125.

4. Certifying a copy of a certificate of trust or an amendment or

restatement, or a combination thereof, $10 per certification.

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

6. Reserving a name for a business trust, $20.

7. Executing a certificate of existence of a business trust which does

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

the name of a business trust, [$15.] $20.

8. Executing a certificate of existence of a business trust which lists

the previous documents relating to it, $20.

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

each business trust, $15.

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

11. Executing, certifying or filing any certificate or document not

otherwise provided for in this section, $20.

12. Examining and provisionally approving a document before the

document is presented for filing, $100.

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

Sec. 108. Chapter 92A of NRS is hereby amended by adding thereto

the provisions set forth as sections 109 to 115, inclusive, of this act.

Sec. 109. “Domestic general partnership” means a general

partnership governed by the provisions of chapter 87 of NRS.

Sec. 110. “Resulting entity” means, with respect to a conversion, the

entity that results from conversion of the constituent entity.

Sec. 111. 1. Except as limited by NRS 78.411 to 78.444, inclusive,

one domestic general partnership or one domestic entity, except a

domestic nonprofit corporation, may convert into a domestic entity or a

foreign entity if the plan of conversion is approved pursuant to the

provisions of this chapter.

2. The plan of conversion must be in writing and set forth the:

(a) Name of the constituent entity and the proposed name for the

resulting entity;

(b) Address of the constituent entity and the resulting entity;

(d) Jurisdiction of the law that will govern the resulting entity;

(e) Terms and conditions of the conversion;

(f) Manner and basis of converting the owner’s interest or the interest

of a partner in a general partnership of the constituent entity into

owner’s interests, rights of purchase and other securities in the resulting

entity; and

(g) Full text of the constituent documents of the resulting entity.

3. The plan of conversion may set forth other provisions relating to

the conversion.

Sec. 112. Unless otherwise provided in the partnership agreement,

all partners must approve a plan of conversion involving a domestic

general partnership.

Sec. 113. 1. One foreign entity or foreign general partnership may

convert into one domestic entity if:

(a) The conversion is permitted by the law of the jurisdiction

governing the foreign entity or foreign general partnership and the

foreign entity or foreign general partnership complies with that law in

effecting the conversion;

(b) The foreign entity or foreign general partnership complies with the

applicable provisions of section 114 of this act and, if it is the resulting

entity in the conversion, with NRS 92A.210 to 92A.240, inclusive; and

92A.120, 92A.140 and 92A.165 and sections 111 and 112 of this act and,

if it is the resulting entity in the conversion, with NRS 92A.210 to

92A.240, inclusive, and section 114 of this act.

2. When the conversion takes effect, the resulting foreign entity in a

conversion shall be deemed to have appointed the secretary of state as its

agent for service of process in a proceeding to enforce any obligation.

Service of process must be made personally by delivering to and leaving

with the secretary of state duplicate copies of the process and the

payment of a fee of $25 for accepting and transmitting the process. The

secretary of state shall send one of the copies of the process by registered

or certified mail to the resulting entity at its specified address, unless the

resulting entity has designated in writing to the secretary of state a

different address for that purpose, in which case it must be mailed to the

last address so designated.

Sec. 114. 1. After a plan of conversion is approved as required by

this chapter, if the resulting entity is a domestic entity, the constituent

entity shall deliver to the secretary of state for filing:

(a) Articles of conversion setting forth:

(1) The name and jurisdiction of organization of the constituent

entity and the resulting entity; and

(2) That a plan of conversion has been adopted by the constituent

entity in compliance with the law of the jurisdiction governing the

constituent entity.

(b) The following constituent document of the domestic resulting

entity:

(1) If the resulting entity is a domestic corporation, the articles of

incorporation filed in compliance with chapter 78 or 89 of NRS, as

applicable;

(2) If the resulting entity is a domestic limited partnership, the

certificate of limited partnership filed in compliance with chapter 88 of

NRS;

(3) If the resulting entity is a domestic limited-liability company, the

articles of organization filed in compliance with chapter 86 of NRS; or

(4) If the resulting entity is a domestic business trust, the certificate

of trust filed in compliance with chapter 88A of NRS.

the resulting entity which is executed by the resident agent.

2. After a plan of conversion is approved as required by this chapter,

if the resulting entity is a foreign entity, the constituent entity shall

deliver to the secretary of state for filing articles of conversion setting

forth:

(a) The name and jurisdiction of organization of the constituent entity

and the resulting entity;

(b) That a plan of conversion has been adopted by the constituent

entity in compliance with the laws of this state; and

sent by the secretary of state.

3. If the entire plan of conversion is not set forth in the articles of

conversion, the filing party must include in the articles of conversion a

statement that the complete executed plan of conversion is on file at the

registered office or principal place of business of the resulting entity or,

if the resulting entity is a domestic limited partnership, the office

described in paragraph (a) of subsection 1 of NRS 88.330.

4. If the conversion takes effect on a later date specified in the

articles of conversion pursuant to NRS 92A.240, the constituent

document filed with the secretary of state pursuant to paragraph (b) of

subsection 1 must state the name and the jurisdiction of the constituent

entity and that the existence of the resulting entity does not begin until

the later date.

5. Any documents filed with the secretary of state pursuant to this

section must be accompanied by the fees required pursuant to this Title

for filing the constituent document.

Sec. 115. 1. Any undomesticated organization may become

domesticated in this state as a domestic entity by:

(a) Paying to the secretary of state the fees required pursuant to this

Title for filing the constituent document; and

(b) Filing with the secretary of state:

(1) Articles of domestication which must be executed by an

authorized representative of the undomesticated organization approved

in compliance with subsection 6;

(2) The appropriate constituent document for the type of domestic

entity described in paragraph (b) of subsection 1 of section 114 of this

act; and

(3) A certificate of acceptance of appointment of a resident agent

for the domestic entity which is executed by the resident agent.

2. The articles of domestication must set forth the:

(a) Date when and the jurisdiction where the undomesticated

organization was first formed, incorporated, organized or otherwise

created;

(b) Name of the undomesticated organization immediately before

filing the articles of domestication;

document pursuant to subsection 1; and

(d) Jurisdiction that constituted the principal place of business or

central administration of the undomesticated organization, or any other

equivalent thereto pursuant to applicable law,

immediately before filing the articles of domestication.

3. Upon filing the articles of domestication, the constituent document

and the certificate of acceptance of appointment of a resident agent with

the secretary of state, and the payment of the requisite fee for filing the

constituent document of the domestic entity, the undomesticated

organization is domesticated in this state as the domestic entity described

in the constituent document filed pursuant to subsection 1. The

existence of the domestic entity begins on the date the undomesticated

organization began its existence in the jurisdiction in which the

undomesticated organization was first formed, incorporated, organized

or otherwise created.

4. The domestication of any undomesticated organization does not

affect any obligations or liabilities of the undomesticated organization

incurred before its domestication.

5. The filing of the constituent document of the domestic entity

pursuant to subsection 1 does not affect the choice of law applicable to

the undomesticated organization. From the date the constituent

document of the domestic entity is filed, the law of this state applies to

the domestic entity to the same extent as if the undomesticated

organization was organized and created as a domestic entity on that

date.

6. Before filing articles of domestication, the domestication must be

approved in the manner required by:

(a) The document, instrument, agreement or other writing governing

the internal affairs of the undomesticated organization and the conduct

of its business; and

(b) Applicable foreign law.

7. When a domestication becomes effective, all rights, privileges and

powers of the undomesticated organization, all property owned by the

undomesticated organization, all debts due to the undomesticated

organization, and all causes of action belonging to the undomesticated

organization are vested in the domestic entity and become the property

of the domestic entity to the same extent as vested in the undomesticated

organization immediately before domestication. The title to any real

property vested by deed or otherwise in the undomesticated organization

is not reverted or impaired by the domestication. All rights of creditors

and all liens upon any property of the undomesticated organization are

preserved unimpaired and all debts, liabilities and duties of an

undomesticated organization that has been domesticated attach to the

domestic entity resulting from the domestication and may be enforced

against it to the same extent as if the debts, liability and duties had been

incurred or contracted by the domestic entity.

8. When an undomesticated organization is domesticated, the

domestic entity resulting from the domestication is for all purposes

deemed to be the same entity as the undomesticated organization. Unless

otherwise agreed by the owners of the undomesticated organization or as

required pursuant to applicable foreign law, the domestic entity resulting

from the domestication is not required to wind up its affairs, pay its

liabilities or distribute its assets. The domestication of an

undomesticated organization does not constitute the dissolution of the

undomesticated organization. The domestication constitutes a

continuation of the existence of the undomesticated organization in the

form of a domestic entity. If, following domestication, an

undomesticated organization that has become domesticated pursuant to

this section continues its existence in the foreign country or foreign

jurisdiction in which it was existing immediately before the

domestication, the domestic entity and the undomesticated organization

are for all purposes a single entity formed, incorporated, organized or

otherwise created and existing pursuant to the laws of this state and the

laws of the foreign country or other foreign jurisdiction.

9. As used in this section, “undomesticated organization” means any

incorporated organization, private law corporation, whether or not

organized for business purposes, public law corporation, general

partnership, registered limited-liability partnership, limited partnership

or registered limited-liability limited partnership, proprietorship, joint

venture, foundation, business trust, real estate investment trust, common

law trust or any other unincorporated business formed, organized,

created or the internal affairs of which are governed by the laws of any

foreign country or jurisdiction other than the United States, the District

of Columbia or another state, territory, possession, commonwealth or

dependency of the United States.

Sec. 116. NRS 92A.005 is hereby amended to read as follows:

92A.005 As used in this chapter, unless the context otherwise requires,

the words and terms defined in NRS 92A.007 to 92A.080, inclusive, and

sections 109 and 110 of this act have the meanings ascribed to them in

those sections.

Sec. 117. NRS 92A.010 is hereby amended to read as follows:

92A.010 “Constituent document” means the articles of incorporation

or bylaws of a corporation, whether or not for profit, the articles of

organization or operating agreement of a limited-liability company , [or]

the certificate of limited partnership or partnership agreement of a limited

partnership[.] , or the certificate of trust or governing instrument of a

business trust.

Sec. 118. NRS 92A.015 is hereby amended to read as follows:

92A.015 “Constituent entity” means[, with] :

1. With respect to a merger, each merging or surviving entity [and,

with] ;

2. With respect to an exchange, each entity whose owner’s interests

will be acquired or each entity acquiring those interests[.] ; and

3. With respect to the conversion of an entity or a general

partnership, the entity or general partnership that will be converted into

another entity.

Sec. 119. NRS 92A.070 is hereby amended to read as follows:

92A.070 “Member” means:

1. A [person who owns an interest in, and has the right to participate in

the management of the business and affairs of a domestic limited-liability

company;] member of a limited-liability company, as defined in NRS

86.081; or

2. A member of a nonprofit corporation which has members.

Sec. 120. NRS 92A.075 is hereby amended to read as follows:

92A.075 “Owner” means the holder of an interest described in NRS

92A.080[.] or a noneconomic member of a limited-liability company

described in section 53 of this act.

Sec. 121. NRS 92A.120 is hereby amended to read as follows:

92A.120 1. After adopting a plan of merger [or exchange,] ,

exchange or conversion, the board of directors of each domestic

corporation that is a constituent entity in the merger[,] or conversion, or

the board of directors of the domestic corporation whose shares will be

acquired in the exchange, must submit the plan of merger, except as

otherwise provided in NRS 92A.130, the plan of conversion or the plan of

exchange for approval by its stockholders[.] who are entitled to vote on

the plan.

2. For a plan of merger , conversion or exchange to be approved:

(a) The board of directors must recommend the plan of merger ,

conversion or exchange to the stockholders, unless the board of directors

determines that because of a conflict of interest or other special

circumstances it should make no recommendation and it communicates the

basis for its determination to the stockholders with the plan; and

(b) The stockholders entitled to vote must approve the plan.

3. The board of directors may condition its submission of the proposed

merger , conversion or exchange on any basis.

4. [The] Unless the plan of merger, conversion or exchange is

approved by the written consent of stockholders pursuant to subsection

8, the domestic corporation must notify each stockholder, whether or not

he is entitled to vote, of the proposed stockholders’ meeting in accordance

with NRS 78.370. The notice must also state that the purpose, or one of

the purposes, of the meeting is to consider the plan of merger , conversion

or exchange and must contain or be accompanied by a copy or summary of

the plan.

5. Unless this chapter, the articles of incorporation , the resolutions of

the board of directors establishing the class or series of stock, subsection

6 or the board of directors acting pursuant to subsection 3 require a greater

vote or a vote by classes of stockholders, the plan of merger or [exchange

to be authorized] conversion must be approved by a majority of the voting

power [unless stockholders of a class of shares are entitled to vote thereon

as a class. If stockholders of a class of shares are so entitled, the plan must

be approved by a majority of all votes entitled to be cast on the plan by

each class and representing a majority of all votes entitled to be voted.

6. Separate voting by a class of stockholders is required:

(a) On a plan of merger if the plan contains a provision that, if

contained in the proposed amendment to the articles of incorporation,

would entitle particular stockholders to vote as a class on the proposed

amendment; and

(b) On a plan of exchange by each class or series of shares included in

the exchange, with each class or series constituting a separate voting class.

7.] of the stockholders.

6. Unless the articles of incorporation or the resolution of the board

of directors establishing a class or series of stock provide otherwise, or

unless the board of directors acting pursuant to subsection 3 requires a

greater vote, the plan of exchange must be approved by a majority of the

voting power of each class and each series to be exchanged pursuant to

the plan of exchange.

7. In addition to any other vote required, if a plan of merger contains

an amendment to the articles of incorporation of the surviving domestic

corporation or if a plan of conversion provides for a resulting entity with

constituent documents, that adversely alter or change any preference or

other right given to any class or series of outstanding stock of the

surviving domestic corporation, then the plan of merger or conversion

must be approved by the vote of stockholders representing a majority of

the voting power of each class or series adversely affected by the

amendment or the constituent documents, regardless of limitations or

restrictions on the voting power of that class or series of stock.

8. Unless otherwise provided in the articles of incorporation or the

bylaws of the domestic corporation, the plan of merger , conversion or

exchange may be approved by written consent as provided in NRS

78.320.

9. If an officer, director or stockholder of a domestic corporation,

which will be the constituent entity in a conversion, will have any

liability for the obligations of the resulting entity after the conversion

because he will be the owner of an owner’s interest in the resulting

entity, then that officer, director or stockholder must also approve the

plan of conversion.

10. Unless otherwise provided in the articles of incorporation or

bylaws of a domestic corporation, a plan of merger, conversion or

exchange may contain a provision that permits amendment of the plan

of merger, conversion or exchange at any time after the stockholders of

the domestic corporation approve the plan of merger, conversion or

exchange, but before the articles of merger, conversion or exchange

become effective, without obtaining the approval of the stockholders of

the domestic corporation for the amendment if the amendment does not:

(a) Alter or change the manner or basis of exchanging an owner’s

interest to be acquired for owner’s interests, rights to purchase owner’s

interests, or other securities of the acquiring entity or any other entity, or

for cash or other property in whole or in part; or

(b) Alter or change any of the terms and conditions of the plan of

merger, conversion or exchange in a manner that adversely affects the

stockholders of the domestic corporation.

11. This section does not prevent or restrict a board of directors from

canceling the proposed meeting or removing the plan of merger,

conversion or exchange from consideration at the meeting if the board

directors determines that it is not advisable to submit the plan of merger,

conversion or exchange to the stockholders for approval.

Sec. 122. NRS 92A.140 is hereby amended to read as follows:

92A.140 1. Unless otherwise provided in the partnership agreement

or the certificate of limited partnership, a plan of merger , conversion or

exchange involving a domestic limited partnership must be approved by

all general partners and by limited partners who own a majority in interest

of the partnership then owned by all the limited partners. If the partnership

has more than one class of limited partners, the plan of merger ,

conversion or exchange must be approved by those limited partners who

own a majority in interest of the partnership then owned by the limited

partners in each class.

2. For the purposes of this section, “majority in interest of the

partnership” means a majority of the interests in capital and profits of the

limited partners of a domestic limited partnership which:

(a) In the case of capital, is determined as of the date of the approval of

the plan of merger , conversion or exchange.

(b) In the case of profits, is based on any reasonable estimate of profits

for the period beginning on the date of the approval of the plan of merger ,

conversion or exchange and ending on the anticipated date of the

termination of the domestic limited partnership, including any present or

future division of profits distributed pursuant to the partnership agreement.

3. If any partner of a domestic limited partnership, which will be the

constituent entity in a conversion, will have any liability for the

obligations of the resulting entity after the conversion because he will be

the owner of an owner’s interest in the resulting entity, then that partner

must also approve the plan of conversion.

Sec. 123. NRS 92A.150 is hereby amended to read as follows:

92A.150 1. Unless otherwise provided in the articles of organization

or an operating agreement:

[1.] (a) A plan of merger , conversion or exchange involving a

domestic limited-liability company must be approved by members who

own a majority of the interests in the current profits of the company then

owned by all of the members; and

[2.] (b) If the company has more than one class of members, the plan of

merger , conversion or exchange must be approved by those members

who own a majority of the interests in the current profits of the company

then owned by the members in each class.

2. If any manager or member of a domestic limited-liability

company, which will be the constituent entity in a conversion, will have

any liability for the obligations of the resulting entity after the

conversion because he will be the owner of an owner’s interest in the

resulting entity, then that manager or member must also approve the

plan of conversion.

Sec. 124. NRS 92A.165 is hereby amended to read as follows:

92A.165 Unless otherwise provided in the certificate of trust or

governing instrument of a business trust, a plan of merger , conversion or

exchange must be approved by all the trustees and beneficial owners of

each business trust that is a constituent entity in the merger.

Sec. 125. NRS 92A.170 is hereby amended to read as follows:

92A.170 After a merger , conversion or exchange is approved, and at

any time before the articles of merger , conversion or exchange are filed,

the planned merger , conversion or exchange may be abandoned, subject

to any contractual rights, without further action, in accordance with the

procedure set forth in the plan of merger , conversion or exchange or, if

none is set forth, in the case of:

1. A domestic corporation, whether or not for profit, by the board of

directors;

2. A domestic limited partnership, unless otherwise provided in the

partnership agreement or certificate of limited partnership, by all general

partners;

3. A domestic limited-liability company, unless otherwise provided in

the articles of organization or an operating agreement, by members who

own a majority in interest in the current profits of the company then

owned by all of the members or, if the company has more than one class

of members, by members who own a majority in interest in the current

profits of the company then owned by the members in each class; [and]

4. A domestic business trust, unless otherwise provided in the

certificate of trust or governing instrument, by all the trustees[.] ; and

5. A domestic general partnership, unless otherwise provided in the

partnership agreement, by all the partners.

Sec. 126. NRS 92A.175 is hereby amended to read as follows:

92A.175 After a merger , conversion or exchange is approved, at any

time after the articles of merger , conversion or exchange are filed but

before an effective date specified in the articles which is later than the date

of filing the articles, the planned merger , conversion or exchange may be

terminated in accordance with a procedure set forth in the plan of merger ,

conversion or exchange by filing articles of termination pursuant to the

provisions of NRS 92A.240.

Sec. 127. NRS 92A.180 is hereby amended to read as follows:

92A.180 1. A parent domestic corporation, whether or not for profit,

parent domestic limited-liability company , unless otherwise provided in

the articles of organization or operating agreement, or parent domestic

limited partnership owning at least 90 percent of the outstanding shares of

each class of a subsidiary corporation, 90 percent of the percentage or

other interest in the capital and profits of a subsidiary [limited partnership]

limited-liability company then owned by [both the general and] each class

of [limited partners] members or 90 percent of the percentage or other

interest in the capital and profits of a subsidiary [limited-liability company

then owned by each class of members] limited partnership then owned by

both the general partners and each class of limited partners may merge

the subsidiary into itself without approval of the owners of the owner’s

interests of the parent domestic corporation, domestic limited-liability

company or domestic limited partnership or the owners of the owner’s

interests of a subsidiary domestic corporation, subsidiary domestic

limited-liability company or subsidiary domestic limited partnership.

2. A parent domestic corporation, whether or not for profit, parent

domestic limited-liability company, unless otherwise provided in the

articles of organization, or parent domestic limited partnership owning

least 90 percent of the outstanding shares of each class of a subsidiary

corporation, 90 percent of the percentage or other interest in the capital

and profits of a subsidiary limited-liability company then owned by each

class of members, or 90 percent of the percentage or other interest in the

capital and profits of a subsidiary limited partnership then owned by

both the general partners and each class of limited partners may merge

with and into the subsidiary without approval of the owners of the

owner’s interests of the subsidiary domestic corporation, subsidiary

domestic limited-liability company or subsidiary domestic limited

partnership.

3. The board of directors of [the] a parent corporation, the managers of

a parent limited-liability company with managers unless otherwise

provided in the operating agreement, all [the] members of a parent limited

-liability company without managers unless otherwise provided in the

operating agreement, or all [the] general partners of [the] a parent limited

partnership shall adopt a plan of merger that sets forth:

(a) The names of the parent and subsidiary; and

(b) The manner and basis of converting the owner’s interests of the

disappearing entity into the owner’s interests, obligations or other

securities of the surviving or any other entity or into cash or other property

in whole or in part.

[3.] 4. The parent shall mail a copy or summary of the plan of merger

to each owner of the subsidiary who does not waive the mailing

requirement in writing.

[4. The parent may not deliver articles of merger to the secretary of

state for filing until at least 30 days after the date the parent mailed a copy

of the plan of merger to each owner of the subsidiary who did not waive

the requirement of mailing.]

5. Articles of merger under this section may not contain amendments

to the constituent documents of the surviving entity[.] except that the

name of the surviving entity may be changed.

6. The articles of incorporation of a domestic corporation, the

articles of organization of a domestic limited-liability company, the

certificate of limited partnership of a domestic limited partnership or the

certificate of trust of a domestic business trust may forbid that entity

from entering into a merger pursuant to this section.

Sec. 128. NRS 92A.200 is hereby amended to read as follows:

92A.200 After a plan of merger or exchange is approved as required

by this chapter, the surviving or acquiring entity shall deliver to the

secretary of state for filing articles of merger or exchange setting forth:

1. The name and jurisdiction of organization of each constituent entity;

2. That a plan of merger or exchange has been adopted by each

constituent entity;

3. If approval of the owners of one or more constituent entities was not

required, a statement to that effect and the name of each entity;

4. If approval of owners of one or more constituent entities was

required, the name of each entity and a statement for each entity that:

(a) The plan was approved by the [unanimous] required consent of the

owners; or

(b) A plan was submitted to the owners pursuant to this chapter

including:

(1) The designation, percentage of total vote or number of votes

entitled to be cast by each class of owner’s interests entitled to vote

separately on the plan; and

(2) Either the total number of votes or percentage of owner’s interests

cast for and against the plan by the owners of each class of interests

entitled to vote separately on the plan or the total number of undisputed

votes or undisputed total percentage of owner’s interests cast for the plan

separately by the owners of each class,

and the number of votes or percentage of owner’s interests cast for the plan

by the owners of each class of interests was sufficient for approval by the

owners of that class;

5. In the case of a merger, the amendment , if any, to the articles of

incorporation, articles of organization, certificate of limited partnership or

certificate of trust of the surviving entity[; and] , which amendment may

be set forth in the articles of merger as a specific amendment or in the

form of:

(a) Amended and restated articles of incorporation;

(b) Amended and restated articles of organization;

(d) An amended and restated certificate of trust,

or attached in that form as an exhibit; and

6. If the entire plan of merger or exchange is not set forth, a statement

that the complete executed plan of merger or plan of exchange is on file at

the registered office if a corporation, limited-liability company or business

trust, or office described in paragraph (a) of subsection 1 of NRS 88.330 if

a limited partnership, or other place of business of the surviving entity or

the acquiring entity, respectively.

Any of the terms of the plan of merger, conversion or exchange may be

made dependent upon facts ascertainable outside of the plan of merger,

conversion or exchange, provided that the plan of merger, conversion or

exchange clearly and expressly sets forth the manner in which such

facts shall operate upon the terms of the plan. As used in this section,

the term “facts” includes, without limitation, the occurrence of an event,

including a determination or action by a person or body, including a

constituent entity.

Sec. 129. NRS 92A.210 is hereby amended to read as follows:

92A.210 [The]

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. 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. The amount paid

pursuant to subsection 3 must not exceed $25,000.

Sec. 130. NRS 92A.220 is hereby amended to read as follows:

92A.220 If the entire plan of merger , conversion or exchange is not

set forth[,] in the articles of merger, conversion or exchange, a copy of

the plan of merger , conversion or exchange must be furnished by the

surviving , [or] acquiring or resulting entity, on request and without cost,

to any owner of any entity which is a party to the merger , conversion or

exchange.

Sec. 131. NRS 92A.230 is hereby amended to read as follows:

92A.230 1. Articles of merger , conversion or exchange must be

signed by each domestic constituent entity as follows:

(a) By [the president or a vice president] an officer of a domestic

corporation, whether or not for profit;

(b) By all the general partners of a domestic limited partnership;

managers or by all the members of a domestic limited-liability company

without managers; and

(d) By a trustee of a domestic business trust.

2. [If the domestic entity is a corporation, the articles must also be

signed by the secretary or an assistant secretary.

3.] Articles of merger , conversion or exchange must be signed by each

foreign constituent entity in the manner provided by the law governing it.

[4.] 3. 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.

Sec. 132. NRS 92A.240 is hereby amended to read as follows:

92A.240 1. A merger , conversion or exchange takes effect upon

filing the articles of merger , conversion or exchange or upon a later date

as specified in the articles, which must not be more than 90 days after the

articles are filed.

2. If the filed articles of merger , conversion or exchange specify such

a later effective date, the constituent entity or entities may file articles of

termination before the effective date, setting forth:

(a) The name of each constituent entity[;] and , for a conversion, the

resulting entity; and

(b) That the merger , conversion or exchange has been terminated

pursuant to the plan of merger , conversion or exchange.

3. The articles of termination must be executed in the manner provided

in NRS 92A.230.

Sec. 133. NRS 92A.250 is hereby amended to read as follows:

92A.250 1. When a merger takes effect:

(a) Every other entity that is a constituent entity merges into the

surviving entity and the separate existence of every entity except the

surviving entity ceases;

(b) The title to all real estate and other property owned by each merging

constituent entity is vested in the surviving entity without reversion or

impairment;

entity;

(d) A proceeding pending against any constituent entity may be

continued as if the merger had not occurred or the surviving entity may be

substituted in the proceeding for the entity whose existence has ceased;

(e) The articles of incorporation, articles of organization, certificate of

limited partnership or certificate of trust of the surviving entity are

amended to the extent provided in the plan of merger; and

(f) The owner’s interests of each constituent entity that are to be

converted into owner’s interests, obligations or other securities of the

surviving or any other entity or into cash or other property are converted,

and the former holders of the owner’s interests are entitled only to the

rights provided in the articles of merger or any created pursuant to NRS

92A.300 to 92A.500, inclusive.

2. When an exchange takes effect, the owner’s interests of each

acquired entity are exchanged as provided in the plan, and the former

holders of the owner’s interests are entitled only to the rights provided in

the articles of exchange or any rights created pursuant to NRS 92A.300 to

92A.500, inclusive.

3. When a conversion takes effect:

(a) The constituent entity is converted into the resulting entity and is

governed by and subject to the law of the jurisdiction of the resulting

entity;

(b) The conversion is a continuation of the existence of the

constituent entity;

constituent entity is vested in the resulting entity without reversion or

impairment;

(d) The resulting entity has all the liabilities of the constituent entity;

(e) A proceeding pending against the constituent entity may be

continued as if the conversion had not occurred or the resulting entity

may be substituted in the proceeding for the constituent entity;

(f) The owner’s interests of the constituent entity that are to be

converted into the owner’s interests of the resulting entity are converted;

(g) An owner of the resulting entity remains liable for all the

obligations of the constituent entity to the extent the owner was

personally liable before the conversion; and

(h) The domestic constituent entity is not required to wind up its

affairs, pay its liabilities, distribute its assets or dissolve, and the

conversion is not deemed a dissolution of the domestic constituent entity.

Sec. 134. NRS 92A.260 is hereby amended to read as follows:

92A.260 An owner that is not personally liable for the debts, liabilities

or obligations of the entity pursuant to the laws and constituent documents

under which the entity was organized does not become personally liable

for the debts, liabilities or obligations of the surviving entity or entities of

the merger or exchange or the resulting entity of the conversion unless

the owner consents to becoming personally liable by action taken in

connection with the plan of merger , conversion or exchange.

Sec. 135. NRS 92A.380 is hereby amended to read as follows:

92A.380 1. Except as otherwise provided in NRS 92A.370 and

92A.390, a stockholder is entitled to dissent from, and obtain payment of

the fair value of his shares in the event of any of the following corporate

actions:

(a) Consummation of a plan of merger to which the domestic

corporation is a [party:] constituent entity:

(1) If approval by the stockholders is required for the merger by NRS

92A.120 to 92A.160, inclusive, or the articles of incorporation [and he] ,

regardless of whether the stockholder is entitled to vote on the plan of

merger; or

(2) If the domestic corporation is a subsidiary and is merged with its

parent [under] pursuant to NRS 92A.180.

(b) Consummation of a plan of exchange to which the domestic

corporation is a [party] constituent entity as the corporation whose subject

owner’s interests will be acquired, if [he is entitled to vote on the plan.]

his shares are to be acquired in the plan of exchange.

the event that the articles of incorporation, bylaws or a resolution of the

board of directors provides that voting or nonvoting stockholders are

entitled to dissent and obtain payment for their shares.

2. A stockholder who is entitled to dissent and obtain payment [under]

pursuant to NRS 92A.300 to 92A.500, inclusive, may not challenge the

corporate action creating his entitlement unless the action is unlawful or

fraudulent with respect to him or the domestic corporation.

Sec. 136. Chapter 225 of NRS is hereby amended by adding thereto a

new section to read as follows:

The secretary of state and the deputies, employees and attorneys of the

secretary of state are not liable for any action or omission made in good

faith by the secretary of state, deputy, employee or attorney in the

performance of his duties or exercise of authority with respect to the

examination, acceptance or filing of any document which is received

from any person or business association pursuant to Title 7 of NRS and

which is inaccurate or defective in any way.

Sec. 137. NRS 78.295, 78.770, 81.460, 86.021 and 86.551 are hereby

repealed.

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