REQUIRES TWO THIRDS MAJORITY VOTE (§§ 5, 11, 15, 28, 29, 37, 38,
55, 75, 88, 90, 91, 93, 102, 107, 113, 114, 115, 129)

                                                       (REPRINTED WITH ADOPTED AMENDMENTS)

 

Senate Bill No. 51–Committee on Judiciary

 

Prefiled January 24, 2001

 

(On Behalf of Encouraging Businesses to Organize and
Conduct Business in Nevada (S.C.R. 19))

 

____________

 

Referred to Committee on Judiciary

 

SUMMARY—Makes various changes pertaining to business associations. (BDR 7‑255)

 

FISCAL NOTE:            Effect on Local Government: No.

                                    Effect on the State: No.

 

~

 

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

 

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:

 

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

1-2  the provisions set forth as sections 2 and 3 of this act.

1-3    Sec. 2.  1.  A person holding stock in a fiduciary capacity is entitled

1-4  to vote the shares so held.

1-5    2.  A person whose stock is pledged is entitled to vote, unless in the

1-6  pledge the pledgor has expressly empowered the pledgee to vote the stock,

1-7  in which case only the pledgee or the proxy of the pledgee may vote the

1-8  stock.

2-1    3.  If shares or other securities having voting power stand of record

2-2  in the names of two or more persons, whether fiduciaries, joint tenants,

2-3  tenants in common or otherwise, or if two or more persons have the same

2-4  fiduciary relationship respecting the shares or securities, unless the

2-5  secretary of the corporation is given written notice to the contrary and is

2-6  furnished with a copy of the instrument or order appointing them or

2-7  creating the relationship, their acts with respect to voting have the

2-8  following effect:

2-9    (a) If only one votes, that person’s act binds all;

2-10    (b) If more than one votes, the act chosen by a majority of votes binds

2-11  all; or

2-12    (c) If more than one votes, but the vote is evenly split on any

2-13  particular matter, each faction may vote the shares or securities in

2-14  question proportionally.

2-15    Sec. 3.  1.  Unless otherwise provided in the articles of

2-16  incorporation, a corporation that desires to decrease the number of

2-17  issued and outstanding shares of a class or series held by each

2-18  stockholder of record at the effective date and time of the change without

2-19  correspondingly decreasing the number of authorized shares of the same

2-20  class or series may do so if:

2-21    (a) The board of directors adopts a resolution setting forth the

2-22  proposal to decrease the number of issued and outstanding shares of a

2-23  class or series; and

2-24    (b) The proposal is approved by the vote of stockholders holding a

2-25  majority of the voting power of the affected class or series, or such

2-26  greater proportion as may be provided in the articles of incorporation,

2-27  regardless of limitations or restrictions on the voting power of the

2-28  affected class or series.

2-29    2.  If the proposal required by subsection 1 is approved by the

2-30  stockholders entitled to vote, the corporation may reissue its stock in

2-31  accordance with the proposal after the effective date and time of the

2-32  change.

2-33    3.  If a proposed decrease in the number of issued and outstanding

2-34  shares of any class or series would adversely alter or change any

2-35  preference, or any relative or other right given to any other class or

2-36  series of outstanding shares, then the decrease must be approved by the

2-37  vote, in addition to any vote otherwise required, of the shares

2-38  representing a majority of the voting power of each class or series whose

2-39  preference or rights are adversely affected by the decrease, or such

2-40  greater proportion as may be provided in the articles of incorporation,

2-41  regardless of limitations or restrictions on the voting power of the

2-42  adversely affected class or series.

2-43    4.  Any proposal to decrease the number of issued and outstanding

2-44  shares of any class or series, if any, that includes provisions pursuant to

2-45  which only money will be paid or scrip will be issued to stockholders

2-46  who:

2-47    (a) Before the decrease in the number of shares becomes effective,

2-48  hold 1 percent or more of the outstanding shares of the affected class or

2-49  series; and

3-1    (b) Would otherwise be entitled to receive fractions of shares

3-2  in exchange for the cancellation of all their outstanding

3-3  shares,

3-4  is subject to the provisions of NRS 92A.300 to 92A.500, inclusive. If the

3-5  proposal is subject to those provisions, any stockholder who is obligated

3-6  to accept money or scrip rather than receive a fraction of a share

3-7  resulting from the action taken pursuant to this section may dissent in

3-8  accordance with the provisions of NRS 92A.300 to 92A.500, inclusive,

3-9  and obtain payment of the fair value of the fraction of a share to which

3-10  the stockholder would otherwise be entitled.

3-11    Sec. 4.  NRS 78.010 is hereby amended to read as follows:

3-12    78.010  1.  As used in this chapter:

3-13    (a) “Approval” and “vote” as describing action by the directors or

3-14  stockholders mean the vote of directors in person or by written consent or

3-15  of stockholders in person, by proxy or by written consent.

3-16    (b) “Articles,” “articles of incorporation” and “certificate of

3-17  incorporation” are synonymous terms and unless the context otherwise

3-18  requires, include all certificates filed pursuant to NRS 78.030, 78.1955,

3-19  78.209, 78.380, 78.385 and 78.390 and any articles of merger[or] ,

3-20  conversion, exchange or domestication filed pursuant to NRS 92A.200 to

3-21  92A.240, inclusive[.] , and sections 109 to 115, inclusive, of this act.

3-22  Unless the context otherwise requires, these terms include restated articles

3-23  and certificates of incorporation.

3-24    (c) “Directors” and “trustees” are synonymous terms.

3-25    (d) “Receiver” includes receivers and trustees appointed by a court as

3-26  provided in this chapter or in chapter 32 of NRS.

3-27    (e) “Registered office” means the office maintained at the street address

3-28  of the resident agent.

3-29    (f) “Resident agent” means the agent appointed by the corporation upon

3-30  whom process or a notice or demand authorized by law to be served upon

3-31  the corporation may be served.

3-32    (g) “Sign” means to affix a signature to a document.

3-33    (h) “Signature” means a name, word or mark executed or adopted by a

3-34  person with the present intention to authenticate a document. The term

3-35  includes, without limitation, a digital signature as defined in NRS 720.060.

3-36    (i) “Stockholder of record” means a person whose name appears on the

3-37  stock ledger of the corporation.

3-38    (j) “Street address” of a resident agent means the actual physical

3-39  location in this state at which a resident agent is available for service of

3-40  process.

3-41    2.  General terms and powers given in this chapter are not restricted by

3-42  the use of special terms, or by any grant of special powers contained in this

3-43  chapter.

3-44    Sec. 5.  NRS 78.0295 is hereby amended to read as follows:

3-45    78.0295  1.  A corporation may correct a document filed by the

3-46  secretary of state with respect to the corporation if the document contains

3-47  an [incorrect statement] inaccurate record of a corporate action described

3-48  in the document or was defectively executed, attested, sealed, verified or

3-49  acknowledged.

4-1    2.  To correct a document, the corporation shall:

4-2    (a) Prepare a certificate of correction which:

4-3       (1) States the name of the corporation;

4-4       (2) Describes the document, including, without limitation, its filing

4-5  date;

4-6       (3) Specifies the [incorrect statement and the reason it is incorrect or

4-7  the manner in which the execution or other formal authentication was

4-8  defective;

4-9       (4) Corrects the incorrect statement] inaccuracy or defect;

4-10      (4) Sets forth the inaccurate or defective [execution;] portion of the

4-11  document in an accurate or corrected form; and

4-12      (5) Is signed by an officer of the corporation . [; and]

4-13    (b) Deliver the certificate to the secretary of state for filing.

4-14    (c) Pay a filing fee of $75 to the secretary of state.

4-15    3.  A certificate of correction is effective on the effective date of the

4-16  document it corrects except as to persons relying on the uncorrected

4-17  document and adversely affected by the correction. As to those persons, the

4-18  certificate is effective when filed.

4-19    Sec. 6.  NRS 78.125 is hereby amended to read as follows:

4-20    78.125  1.  Unless it is otherwise provided in the articles of

4-21  incorporation, the board of directors may designate one or more

4-22  committees which, to the extent provided in the resolution or resolutions or

4-23  in the bylaws of the corporation, have and may exercise the powers of the

4-24  board of directors in the management of the business and affairs of the

4-25  corporation . [, and may have power to authorize the seal of the corporation

4-26  to be affixed to all papers on which the corporation desires to place a seal.]

4-27    2.  The committee or committees must have such name or names as

4-28  may be stated in the bylaws of the corporation or as may be determined

4-29  from time to time by resolution adopted by the board of directors.

4-30    3.  Each committee must include at least one director. Unless the

4-31  articles of incorporation or the bylaws provide otherwise, the board of

4-32  directors may appoint natural persons who are not directors to serve on

4-33  committees.

4-34    4.  The board of directors may designate one or more directors as

4-35  alternate members of a committee to replace any member who is

4-36  disqualified or absent from a meeting of the committee. The bylaws of the

4-37  corporation may provide that, unless the board of directors appoints

4-38  alternate members pursuant to this subsection, the member or members

4-39  of a committee present at a meeting and not disqualified from voting,

4-40  whether or not the member or members constitute a quorum, may

4-41  unanimously appoint another member of the board of directors to act at

4-42  the meeting in the place of an absent or disqualified member of the

4-43  committee.

4-44    Sec. 7.  NRS 78.150 is hereby amended to read as follows:

4-45    78.150  1.  A corporation organized [under] pursuant to thelaws of

4-46  this state shall, on or before the first day of the second month after the

4-47  filing of its articles of incorporation with the secretary of state, file with the

4-48  secretary of state a list, on a form furnished by him, containing:

4-49    (a) The name of the corporation;

5-1    (b) The file number of the corporation, if known;

5-2    (c) The names and titles of the president, secretary, treasurer and of all

5-3  the directors of the corporation;

5-4    (d) The mailing or street address, either residence or business, of each

5-5  officer and director listed, following the name of the officer or director;

5-6  and

5-7    (e) The signature of an officer of the corporation certifying that the list

5-8  is true, complete and accurate.

5-9    2.  The corporation shall annually thereafter, on or before the last day

5-10  of the month in which the anniversary date of incorporation occurs in each

5-11  year, file with the secretary of state, on a form furnished by him, an

5-12  [amended] annual list containing all of the information required in

5-13  subsection 1.

5-14    3.  Upon filing [a list of officers and directors,] the annual list required

5-15  by subsection 2, the corporation shall pay to the secretary of state a fee

5-16  of $85.

5-17    4.  The secretary of state shall, 60 days before the last day for filing the

5-18  annual list required by subsection 2, cause to be mailed to each corporation

5-19  which is required to comply with the provisions of NRS 78.150 to 78.185,

5-20  inclusive, and which has not become delinquent, a notice of the fee due

5-21  pursuant to subsection 3 and a reminder to file [a list of officers and

5-22  directors.] the annual list required by subsection 2. Failure of any

5-23  corporation to receive a notice or form does not excuse it from the penalty

5-24  imposed by law.

5-25    5.  If the list to be filed pursuant to the provisions of subsection 1 or 2

5-26  is defective in any respect or the fee required by subsection 3 , 6 or 7 is not

5-27  paid, the secretary of state may return the list for correction or payment.

5-28    6.  An annual list for a corporation not in default which is received by

5-29  the secretary of state more than 60 days before its due date shall be deemed

5-30  an amended list for the previous year and must be accompanied by a fee of

5-31  $85 for filing. A payment submitted pursuant to this subsection does not

5-32  satisfy the requirements of subsection 2 for the year to which the due date

5-33  is applicable.

5-34    7.  If the corporation is an association as defined in NRS 116.110315,

5-35  the secretary of state shall not accept the filing required by this section

5-36  unless it is accompanied by evidence of the payment of the fee required to

5-37  be paid pursuant to NRS 116.31155 that is provided to the association

5-38  pursuant to subsection 4 of that section.

5-39    Sec. 8.  NRS 78.175 is hereby amended to read as follows:

5-40    78.175  1.  The secretary of state shall notify, by letter addressed to its

5-41  resident agent, each corporation deemed in default pursuant to NRS

5-42  78.170. The notice must be accompanied by a statement indicating the

5-43  amount of the filing fee, penalties and costs remaining unpaid.

5-44    2.  On the first day of the [ninth month following] first anniversary of

5-45  the month following the month in which the filing was required, the

5-46  charter of the corporation is revoked and its right to transact business is

5-47  forfeited.

5-48    3.  The secretary of state shall compile a complete list containing the

5-49  names of all corporations whose right to do business has been forfeited.

6-1  The secretary of state shall forthwith notify, by letter addressed to its

6-2  resident agent, each such corporation of the forfeiture of its charter. The

6-3  notice must be accompanied by a statement indicating the amount of the

6-4  filing fee, penalties and costs remaining unpaid.

6-5    4.  If the charter of a corporation is revoked and the right to transact

6-6  business is forfeited as provided in subsection 2, all of the property and

6-7  assets of the defaulting domestic corporation must be held in trust by the

6-8  directors of the corporation as for insolvent corporations, and the same

6-9  proceedings may be had with respect thereto as are applicable to insolvent

6-10  corporations. Any person interested may institute proceedings at any time

6-11  after a forfeiture has been declared, but if the secretary of state reinstates

6-12  the charter the proceedings must at once be dismissed and all property

6-13  restored to the officers of the corporation.

6-14    5.  Where the assets are distributed they must be applied in the

6-15  following manner:

6-16    (a) To the payment of the filing fee, penalties and costs due to the state;

6-17    (b) To the payment of the creditors of the corporation; and

6-18    (c) Any balance remaining to distribution among the stockholders.

6-19    Sec. 9.  NRS 78.180 is hereby amended to read as follows:

6-20    78.180  1.  Except as otherwise provided in subsections 3 and 4, the

6-21  secretary of state shall reinstate a corporation which has forfeited its right

6-22  to transact business [under] pursuant to the provisions of this chapter and

6-23  restore to the corporation its right to carry on business in this state, and to

6-24  exercise its corporate privileges and immunities, if it:

6-25    (a) Files with the secretary of state the list required by NRS 78.150; and

6-26    (b) Pays to the secretary of state:

6-27      (1) The annual filing fee and penalty set forth in NRS 78.150 and

6-28  78.170 for each year or portion thereof during which [its charter was

6-29  revoked;] it failed to file each required annual list in a timely manner;

6-30  and

6-31      (2) A fee of $50 for reinstatement.

6-32    2.  When the secretary of state reinstates the corporation, he shall:

6-33    (a) Immediately issue and deliver to the corporation a certificate of

6-34  reinstatement authorizing it to transact business as if the filing fee or fees

6-35  had been paid when due; and

6-36    (b) Upon demand, issue to the corporation one or more certified copies

6-37  of the certificate of reinstatement.

6-38    3.  The secretary of state shall not order a reinstatement unless all

6-39  delinquent fees and penalties have been paid, and the revocation of the

6-40  charter occurred only by reason of failure to pay the fees and penalties.

6-41    4.  If a corporate charter has been revoked pursuant to the provisions of

6-42  this chapter and has remained revoked for a period of 5 consecutive years,

6-43  the charter must not be reinstated.

6-44    Sec. 10.  NRS 78.195 is hereby amended to read as follows:

6-45    78.195  1.  If a corporation desires to have more than one class or

6-46  series of stock, the articles of incorporation must prescribe, or vest

6-47  authority in the board of directors to prescribe, the classes, series and the

6-48  number of each class or series of stock and the voting powers,

6-49  designations, preferences, limitations, restrictions and relative rights of

7-1  each class or series of stock. If more than one class or series of stock is

7-2  authorized, the articles of incorporation or the resolution of the board of

7-3  directors passed pursuant to a provision of the articles must prescribe a

7-4  distinguishing designation for each class and series. The voting powers,

7-5  designations, preferences, limitations, restrictions, relative rights and

7-6  distinguishing designation of each class or series of stock must be

7-7  described in the articles of incorporation or the resolution of the board of

7-8  directors before the issuance of shares of that class or series.

7-9    2.  All shares of a series must have voting powers, designations,

7-10  preferences, limitations, restrictions and relative rights identical with those

7-11  of other shares of the same series and, except to the extent otherwise

7-12  provided in the description of the series, with those of other series of the

7-13  same class.

7-14    3.  Unless otherwise provided in the articles of incorporation, no stock

7-15  issued as fully paid up may ever be assessed and the articles of

7-16  incorporation must not be amended in this particular.

7-17    4.  Any rate, condition or time for payment of distributions on any class

7-18  or series of stock may be made dependent upon any fact or event which

7-19  may be ascertained outside the articles of incorporation or the resolution

7-20  providing for the distributions adopted by the board of directors if the

7-21  manner in which a fact or event may operate upon the rate, condition or

7-22  time of payment for the distributions is stated in the articles of

7-23  incorporation or the resolution. As used in this subsection, “fact or event”

7-24  includes, without limitation, the existence of a fact or occurrence of an

7-25  event, including, without limitation, a determination or action by a

7-26  person, government, governmental agency or political subdivision of a

7-27  government.

7-28    5.  The provisions of this section do not restrict the directors of a

7-29  corporation from taking action to protect the interests of the corporation

7-30  and its stockholders, including, but not limited to, adopting or executing

7-31  plans, arrangements or instruments that grant rights to stockholders or

7-32  that deny rights, privileges, power or authority to a holder of a specified

7-33  number of shares or percentage of share ownership or voting power.

7-34    Sec. 11.  NRS 78.1955 is hereby amended to read as follows:

7-35    78.1955  1.  If the voting powers, designations, preferences,

7-36  limitations, restrictions and relative rights of any class or series of stock

7-37  have been established by a resolution of the board of directors pursuant to a

7-38  provision in the articles of incorporation, a certificate of designation setting

7-39  forth the resolution must be signed by an officer of the corporation and

7-40  filed with the secretary of state . [setting forth the resolution. The

7-41  certificate of designation must be executed by the president or vice

7-42  president and secretary or assistant secretary and acknowledged by the

7-43  president or vice president before a person authorized by the laws of

7-44  Nevada to take acknowledgments of deeds. The] A certificate of

7-45  designation [so executed and acknowledged must be filed] signed and filed

7-46  pursuant to this section must become effective before the issuance of any

7-47  shares of the class or series.

7-48    2.  Unless otherwise provided in the articles of incorporation or the

7-49  certificate of designation being amended, if no shares of a class or series of

8-1  stock established by a resolution of the board of directors have been issued,

8-2  the designation of the class or series, the number of the class or series and

8-3  the voting powers, designations, preferences, limitations, restrictions and

8-4  relative rights of the class or series may be amended by a resolution of the

8-5  board of directors pursuant to a certificate of amendment filed in the

8-6  manner provided in subsection 4.

8-7    3.  Unless otherwise provided in the articles of incorporation or the

8-8  certificate of designation, if shares of a class or series of stock established

8-9  by a resolution of the board of directors have been issued, the designation

8-10  of the class or series, the number of the class or series and the voting

8-11  powers, designations, preferences, limitations, restrictions and relative

8-12  rights of the class or series may be amended by a resolution of the board of

8-13  directors only if the amendment is approved as provided in this subsection.

8-14  Unless otherwise provided in the articles of incorporation or the certificate

8-15  of designation, the proposed amendment adopted by the board of directors

8-16  must be approved by the vote of stockholders holding shares in the

8-17  corporation entitling them to exercise a majority of the voting power, or

8-18  such greater proportion of the voting power as may be required by the

8-19  articles of incorporation or the certificate of designation, of:

8-20    (a) The class or series of stock being amended; and

8-21    (b) Each class and each series of stock which, before amendment, is

8-22  senior to the class or series being amended as to the payment of

8-23  distributions upon dissolution of the corporation, regardless of any

8-24  limitations or restrictions on the voting power of that class or series.

8-25    4.  A certificate of amendment to a certificate of designation must be

8-26  signed by an officer of the corporation and filed with the secretary of state

8-27  and must:

8-28    (a) Set forth the original designation and the new designation, if the

8-29  designation of the class or series is being amended;

8-30    (b) State that no shares of the class or series have been issued or state

8-31  that the approval of the stockholders required pursuant to subsection 3 has

8-32  been obtained; and

8-33    (c) Set forth the amendment to the class or series or set forth the

8-34  designation of the class or series, the number of the class or series and the

8-35  voting powers, designations, preferences, limitations, restrictions and

8-36  relative rights of the class or series, as amended.

8-37  [The certificate of amendment must be executed by the president or vice

8-38  president and secretary or assistant secretary and acknowledged by the

8-39  president or vice president before a person authorized by the laws of

8-40  Nevada to take acknowledgments of deeds.]

8-41    5.  A certificate filed pursuant to subsection 1 or 4 becomes effective

8-42  upon filing with the secretary of state or upon a later date specified in the

8-43  certificate, which must not be later than 90 days after the certificate is

8-44  filed.

8-45    6.  If shares of a class or series of stock established by a certificate of

8-46  designation are not outstanding, the corporation may file a certificate

8-47  which states that no shares of the class or series are outstanding and

8-48  which contains the resolution of the board of directors authorizing the

8-49  withdrawal of the certificate of designation establishing the class or

9-1  series of stock. The certificate must be signed by an officer of the

9-2  corporation and filed with the secretary of state. Upon filing the

9-3  certificate and payment of the fee required pursuant to NRS 78.765, all

9-4  matters contained in the certificate of designation regarding the class or

9-5  series of stock are eliminated from the articles of incorporation.

9-6    7.  NRS 78.380, 78.385 and 78.390 do not apply to certificates of

9-7  amendment filed pursuant to this section.

9-8    Sec. 12.  NRS 78.196 is hereby amended to read as follows:

9-9    78.196  1.  Each corporation must have:

9-10    (a) One or more classes or series of shares that together have unlimited

9-11  voting rights; and

9-12    (b) One or more classes or series of shares that together are entitled to

9-13  receive the net assets of the corporation upon dissolution.

9-14  If the articles of incorporation provide for only one class of stock, that class

9-15  of stock has unlimited voting rights and is entitled to receive the net assets

9-16  of the corporation upon dissolution.

9-17    2.  The articles of incorporation, or a resolution of the board of

9-18  directors pursuant thereto, may authorize one or more classes or series of

9-19  stock that:

9-20    (a) Have special, conditional or limited voting powers, or no right to

9-21  vote, except to the extent otherwise provided by this Title;

9-22    (b) Are redeemable or convertible:

9-23      (1) At the option of the corporation, the stockholders or another

9-24  person, or upon the occurrence of a designated event;

9-25      (2) For cash, indebtedness, securities or other property; or

9-26      (3) In a designated amount or in an amount determined in accordance

9-27  with a designated formula or by reference to extrinsic data or events;

9-28    (c) Entitle the stockholders to distributions calculated in any manner,

9-29  including dividends that may be cumulative, noncumulative or partially

9-30  cumulative;

9-31    (d) Have preference over any other class or series of shares with respect

9-32  to distributions, including dividends and distributions upon the dissolution

9-33  of the corporation;

9-34    (e) Have par value; or

9-35    (f) Have powers, designations, preferences, limitations, restrictions and

9-36  relative rights dependent upon any fact or event which may be ascertained

9-37  outside of the articles of incorporation or the resolution if the manner in

9-38  which the fact or event may operate on such class or series of stock is

9-39  stated in the articles of incorporation or the resolution.

9-40    3. Unless otherwise provided in the articles of incorporation or in a

9-41  resolution of the board of directors establishing a class or series of stock,

9-42  shares which are subject to redemption and which have been called for

9-43  redemption are not deemed to be outstanding shares for purposes of

9-44  voting or determining the total number of shares entitled to vote on a

9-45  matter on and after the date on which:

9-46    (a) Written notice of redemption has been sent to the holders of such

9-47  shares; and

10-1    (b) A sum sufficient to redeem the shares has been irrevocably

10-2  deposited or set aside to pay the redemption price to the holders of the

10-3  shares upon surrender of any certificates.

10-4    4.  The description of voting powers, designations, preferences,

10-5  limitations, restrictions and relative rights of the classes or series of shares

10-6  contained in this section is not exclusive.

10-7    Sec. 13.  NRS 78.205 is hereby amended to read as follows:

10-8    78.205  1.  A corporation is not [obliged] obligated to but may

10-9  execute and deliver a certificate for or including a fraction of a share.

10-10  2.  In lieu of executing and delivering a certificate for a fraction of a

10-11  share, a corporation may:

10-12  (a) Pay to any person otherwise entitled to become a holder of a fraction

10-13  of a share:

10-14     (1) The appraised value of that share if the appraisal was properly

10-15  demanded[;] pursuant to this chapter or chapter 92A of NRS; or

10-16     (2) If no appraisal was demanded or an appraisal was not properly

10-17  demanded, an amount in cash specified for that purpose as the value of the

10-18  fraction in the articles, plan of reorganization, plan of merger or exchange,

10-19  resolution of the board of directors, or other instrument pursuant to which

10-20  the fractional share would otherwise be issued, or, if not specified, then as

10-21  may be determined for that purpose by the board of directors of the issuing

10-22  corporation;

10-23  (b) Issue such additional fraction of a share as is necessary to increase

10-24  the fractional share to a full share; or

10-25  (c) Execute and deliver registered or bearer scrip over the manual or

10-26  facsimile signature of an officer of the corporation or of its agent for that

10-27  purpose, exchangeable as provided on the scrip for full share certificates,

10-28  but the scrip does not entitle the holder to any rights as a stockholder

10-29  except as provided on the scrip. The scrip may provide that it becomes void

10-30  unless the rights of the holders are exercised within a specified period and

10-31  may contain any other provisions or conditions that the corporation deems

10-32  advisable. Whenever any scrip ceases to be exchangeable for full share

10-33  certificates, the shares that would otherwise have been issuable as provided

10-34  on the scrip are deemed to be treasury shares unless the scrip contains other

10-35  provisions for their disposition.

10-36  3.  The provisions of this section do not prevent a person who holds a

10-37  fractional share from disputing the appraised value of a share pursuant

10-38  to NRS 92A.300 to 92A.500, inclusive, if the person is otherwise entitled

10-39  to exercise such rights.

10-40  Sec. 14.  NRS 78.207 is hereby amended to read as follows:

10-41  78.207  1.  Unless otherwise provided in the articles of incorporation,

10-42  a corporation [organized and existing under the laws of this state] that

10-43  desires to change the number of shares of a class [and] or series, if any, of

10-44  its authorized stock by increasing or decreasing the number of authorized

10-45  shares of the class [and] or series and correspondingly increasing or

10-46  decreasing the number of issued and outstanding shares of the same class

10-47  [and] or series held by each stockholder of record at the effective date and

10-48  time of the change, may, except as otherwise provided in subsections 2 and

10-49  3, do so by a resolution adopted by the board of directors, without

11-1  obtaining the approval of the stockholders. The resolution may also

11-2  provide for a change of the par value, if any, of the same class [and] or

11-3  series of the shares increased or decreased. After the effective date and

11-4  time of the change, the corporation may issue its stock in accordance

11-5  therewith.

11-6    2.  A proposal to increase or decrease the number of authorized shares

11-7  of any class [and] or series, if any, that includes provisions pursuant to

11-8  which only money will be paid or scrip will be issued to stockholders who:

11-9    (a) Before the increase or decrease in the number of shares becomes

11-10  effective, in the aggregate hold 10 percent or more of the outstanding

11-11  shares of the affected class [and] or series; and

11-12  (b) Would otherwise be entitled to receive fractions of shares

11-13  in exchange for the cancellation of all of their outstanding

11-14  shares,

11-15  must be approved by the vote of stockholders holding a majority of the

11-16  voting power of the affected class [and] or series, or such greater

11-17  proportion as may be provided in the articles of incorporation, regardless of

11-18  limitations or restrictions on the voting power thereof.

11-19  3.  If a proposed increase or decrease in the number of authorized

11-20  shares of any class or series would adversely alter or change any preference

11-21  or any relative or other right given to any other class or series of

11-22  outstanding shares, then the increase or decrease must be approved by the

11-23  vote, in addition to any vote otherwise required, of the holders of shares

11-24  representing a majority of the voting power of each class or series whose

11-25  preference or rights are adversely affected by the increase or decrease,

11-26  regardless of limitations or restrictions on the voting power thereof.

11-27  4.  Any proposal to increase or decrease the number of authorized

11-28  shares of any class [and] or series, if any, that includes provisions pursuant

11-29  to which only money will be paid or scrip will be issued to stockholders

11-30  who:

11-31  (a) Before the increase or decrease in the number of shares becomes

11-32  effective, hold 1 percent or more of the outstanding shares of the affected

11-33  class [and] or series; and

11-34  (b) Would otherwise be entitled to receive a fraction of a share

11-35  in exchange for the cancellation of all of their outstanding

11-36  shares,

11-37  is subject to the provisions of NRS 92A.300 to 92A.500, inclusive. If the

11-38  proposal is subject to those provisions, any stockholder who is obligated to

11-39  accept money or scrip rather than receive a fraction of a share resulting

11-40  from the action taken pursuant to this section may dissent in accordance

11-41  with those provisions and obtain payment of the fair value of the fraction

11-42  of a share to which the stockholder would otherwise be entitled.

11-43  Sec. 15.  NRS 78.209 is hereby amended to read as follows:

11-44  78.209  1.  A change pursuant to NRS 78.207 is not effective until

11-45  after the filing in the office of the secretary of state of a certificate, signed

11-46  by [the corporation’s president, or a vice president, and its secretary, or an

11-47  assistant secretary, and acknowledged by the president or vice president

11-48  before a person authorized by the laws of this state to take

11-49  acknowledgments of deeds,] an officer of the corporation, setting forth:

12-1    (a) The current number of authorized shares and the par value, if any, of

12-2  each class [and] or series, if any, of shares before the change;

12-3    (b) The number of authorized shares and the par value, if any, of each

12-4  class [and] or series, if any, of shares after the change;

12-5    (c) The number of shares of each affected class [and] or series, if any, to

12-6  be issued after the change in exchange for each issued share of the same

12-7  class or series;

12-8    (d) The provisions, if any, for the issuance of fractional shares, or for

12-9  the payment of money or the issuance of scrip to stockholders otherwise

12-10  entitled to a fraction of a share and the percentage of outstanding shares

12-11  affected thereby; and

12-12  (e) That any required approval of the stockholders has been obtained . [;

12-13  and

12-14  (f) Whether the change is effective on filing the certificate or, if not, the

12-15  date and time at which the change will be effective, which must not be

12-16  more than 90 days after the certificate is filed.]

12-17  The provisions in the articles of incorporation of the corporation regarding

12-18  the authorized number and par value, if any, of the changed class [and] or

12-19  series, if any, of shares shall be deemed amended as provided in the

12-20  certificate at the effective date and time of the change.

12-21  2.  Unless an increase or decrease of the number of authorized shares

12-22  pursuant to NRS 78.207 is accomplished by an action that otherwise

12-23  requires an amendment to the [corporation’s] articles of incorporation[,] of

12-24  the corporation, such an amendment is not required by that section.

12-25  3.  A certificate filed pursuant to subsection 1 becomes effective upon

12-26  filing with the secretary of state or upon a later date specified in the

12-27  certificate, which must not be later than 90 days after the certificate is

12-28  filed.

12-29  4.  If a certificate filed pursuant to subsection 1 specifies an effective

12-30  date, the board of directors may terminate the effectiveness of the

12-31  certificate by resolution. A certificate of termination must:

12-32  (a) Be filed with the secretary of state before the effective date

12-33  specified in the certificate filed pursuant to subsection 1;

12-34  (b) Identify the certificate being terminated;

12-35  (c) State that the effectiveness of the certificate has been terminated;

12-36  (d) Be signed by an officer of the corporation; and

12-37  (e) Be accompanied by the fee required pursuant to NRS 78.765.

12-38  Sec. 16.  NRS 78.211 is hereby amended to read as follows:

12-39  78.211  1.  The board of directors may authorize shares to be issued

12-40  for consideration consisting of any tangible or intangible property or

12-41  benefit to the corporation, including, but not limited to, cash, promissory

12-42  notes, services performed, contracts for services to be performed or other

12-43  securities of the corporation.

12-44  [2.  Before the corporation issues shares, the board of directors must

12-45  determine that the consideration received or to be received for the shares to

12-46  be issued is adequate.] The judgment of the board of directors as to [the

12-47  adequacy of] the consideration received for the shares issued is conclusive

12-48  in the absence of actual fraud in the transaction.

13-1    [3.] 2.  When the corporation receives the consideration for which the

13-2  board of directors authorized the issuance of shares, the shares issued

13-3  therefor are fully paid.

13-4    [4.] 3.  The corporation may place in escrow shares issued for a

13-5  contract for future services or benefits or a promissory note, or make any

13-6  other arrangements to restrict the transfer of the shares. The corporation

13-7  may credit distributions made for the shares against their purchase price,

13-8  until the services are performed, the benefits are received or the promissory

13-9  note is paid. If the services are not performed, the benefits are not received

13-10  or the promissory note is not paid, the shares escrowed or restricted and the

13-11  distributions credited may be canceled in whole or in part.

13-12  Sec. 17.  NRS 78.220 is hereby amended to read as follows:

13-13  78.220  1.  Subscriptions to the shares of a corporation, whether made

13-14  before or after its organization, [shall] must be paid in full at such time or

13-15  in such installments at such times as determined by the board of directors.

13-16  Any call made by the board of directors for payment on subscriptions

13-17  [shall] must be uniform as to all shares of the same class or series.

13-18  2.  If default is made in the payment of any installment or call, the

13-19  corporation may proceed to collect the amount due in the same manner as

13-20  any debt due the corporation. In addition, the corporation may sell a

13-21  sufficient number of the subscriber’s shares at public auction to pay for the

13-22  installment or call and any incidental charges incurred as a result of the

13-23  sale. No penalty causing a forfeiture of a subscription, of stock for which a

13-24  subscription has been executed, or of amounts paid thereon, may be

13-25  declared against any subscriber unless the amount due remains unpaid for

13-26  30 days after written demand. Such written demand shall be deemed made

13-27  when it is mailed by registered or certified mail, return receipt requested, to

13-28  the subscriber’s last known address. If any of the subscriber’s shares are

13-29  sold at public auction, any excess of the proceeds over the total of the

13-30  amount due plus any incidental charges of the sale [shall] must be paid to

13-31  the subscriber or his legal representative. If an action is brought to recover

13-32  the amount due on a subscription or call, any judgment in favor of the

13-33  corporation [shall] must be reduced by the amount of the net proceeds of

13-34  any sale by the corporation of the subscriber’s stock.

13-35  3.  All stock subject to a delinquent installment or call and all

13-36  amounts previously paid by a delinquent subscriber for the stock must be

13-37  forfeited to the corporation if an amount due from a subscriber remains

13-38  unpaid, the corporation has complied with the requirements of

13-39  subsection 2 and:

13-40  (a) A bidder does not purchase the subscriber’s shares at public

13-41  auction; or

13-42  (b) The corporation does not collect the defaulted amount by an

13-43  action at law.

13-44  4.  If a receiver of a corporation has been appointed, all unpaid

13-45  subscriptions [shall] must be paid at such times and in such installments as

13-46  the receiver or the court may direct, subject, however, to the provisions of

13-47  the subscription contract.

13-48  [4.] 5.  A subscription for shares of a corporation to be organized is

13-49  irrevocable for 6 months unless otherwise provided by the subscription

14-1  agreement or unless all of the subscribers consent to the revocation of the

14-2  subscription.

14-3    Sec. 18.  NRS 78.235 is hereby amended to read as follows:

14-4    78.235  1.  Except as otherwise provided in subsection 4, every

14-5  stockholder is entitled to have a certificate, signed by officers or agents

14-6  designated by the corporation for the purpose, certifying the number of

14-7  shares owned by him in the corporation.

14-8    2.  Whenever any certificate is countersigned or otherwise

14-9  authenticated by a transfer agent or transfer clerk, and by a registrar, then a

14-10  facsimile of the signatures of the officers or agents, the transfer agent or

14-11  transfer clerk or the registrar of the corporation may be printed or

14-12  lithographed upon the certificate in lieu of the actual signatures. If a

14-13  corporation uses facsimile signatures of its officers and agents on its stock

14-14  certificates, it cannot act as registrar of its own stock, but its transfer agent

14-15  and registrar may be identical if the institution acting in those dual

14-16  capacities countersigns or otherwise authenticates any stock certificates in

14-17  both capacities.

14-18  3.  If any officer or officers who have signed, or whose facsimile

14-19  signature or signatures have been used on, any certificate or certificates for

14-20  stock cease to be an officer or officers of the corporation, whether because

14-21  of death, resignation or other reason, before the certificate or certificates

14-22  have been delivered by the corporation, the certificate or certificates may

14-23  nevertheless be adopted by the corporation and be issued and delivered as

14-24  though the person or persons who signed the certificate or certificates, or

14-25  whose facsimile signature or signatures have been used thereon, had not

14-26  ceased to be an officer or officers of the corporation.

14-27  4.  [A corporation may provide in its] Unless otherwise provided in the

14-28  articles of incorporation or [in its bylaws for] bylaws, the board of

14-29  directors may authorize the issuance of uncertificated shares of some or all

14-30  of the shares of any or all of its classes or series. The issuance of

14-31  uncertificated shares has no effect on existing certificates for shares until

14-32  surrendered to the corporation, or on the respective rights and obligations

14-33  of the stockholders. Unless otherwise provided by a specific statute, the

14-34  rights and obligations of stockholders are identical whether or not their

14-35  shares of stock are represented by certificates.

14-36  5.  Within a reasonable time after the issuance or transfer of shares

14-37  without certificates, the corporation shall send the stockholder a written

14-38  statement containing the information required on the certificates pursuant

14-39  to subsection 1. At least annually thereafter, the corporation shall provide

14-40  to its stockholders of record, a written statement confirming the

14-41  information contained in the informational statement previously sent

14-42  pursuant to this subsection.

14-43  6.  Unless otherwise provided in the articles of incorporation or

14-44  bylaws, a corporation may issue a new certificate of stock or, if

14-45  authorized by the board of directors pursuant to subsection 4,

14-46  uncertificated shares in place of a certificate previously issued by it and

14-47  alleged to have been lost, stolen or destroyed. A corporation may require

14-48  an owner or legal representative of an owner of a lost, stolen or destroyed

14-49  certificate to give the corporation a bond or other security sufficient to

15-1  indemnify it against any claim that may be made against it for the alleged

15-2  loss, theft or destruction of a certificate, or the issuance of a new

15-3  certificate or uncertificated shares.

15-4    Sec. 19.  NRS 78.257 is hereby amended to read as follows:

15-5    78.257  1.  Any person who has been a stockholder of record of any

15-6  corporation and owns not less than 15 percent of all of the issued and

15-7  outstanding shares of the stock of such corporation or has been authorized

15-8  in writing by the holders of at least 15 percent of all its issued and

15-9  outstanding shares, upon at least 5 days’ written demand, is entitled to

15-10  inspect in person or by agent or attorney, during normal business hours, the

15-11  books of account and all financial records of the corporation, to make

15-12  [extracts therefrom,] copies of records, and to conduct an audit of such

15-13  records. Holders of voting trust certificates representing 15 percent of the

15-14  issued and outstanding shares of the corporation shall be regarded as

15-15  stockholders for the purpose of this subsection. The right of stockholders to

15-16  inspect the corporate records may not be limited in the articles or bylaws of

15-17  any corporation.

15-18  2.  All costs for making [extracts] copies of records or conducting an

15-19  audit must be borne by the person exercising his rights [under] set forth in

15-20  subsection 1.

15-21  3.  The rights authorized by subsection 1 may be denied to any

15-22  stockholder upon his refusal to furnish the corporation an affidavit that

15-23  such inspection, [extracts] copies or audit is not desired for any purpose not

15-24  related to his interest in the corporation as a stockholder. Any stockholder

15-25  or other person, exercising rights [under] set forth in subsection 1, who

15-26  uses or attempts to use information, documents, records or other data

15-27  obtained from the corporation, for any purpose not related to the

15-28  stockholder’s interest in the corporation as a stockholder, is guilty of a

15-29  gross misdemeanor.

15-30  4.  If any officer or agent of any corporation keeping records in this

15-31  state willfully neglects or refuses to permit an inspection of the books of

15-32  account and financial records upon demand by a person entitled to inspect

15-33  them, or refuses to permit an audit to be conducted, as provided in

15-34  subsection 1, the corporation shall forfeit to the state the sum of $100 for

15-35  every day of such neglect or refusal, and the corporation, officer or agent

15-36  thereof is jointly and severally liable to the person injured for all damages

15-37  resulting to him.

15-38  5.  A stockholder who brings an action or proceeding to enforce any

15-39  right [under] set forth in this section or to recover damages resulting from

15-40  its denial:

15-41  (a) Is entitled to costs and reasonable attorney’s fees, if he prevails; or

15-42  (b) Is liable for such costs and fees, if he does not

15-43  prevail,

15-44  in the action or proceeding.

15-45  6.  Except as otherwise provided in this subsection, the provisions of

15-46  this section do not apply to any corporation listed and traded on any

15-47  recognized stock exchange nor do they apply to any corporation that

15-48  furnishes to its stockholders a detailed, annual financial statement. A

15-49  person who owns, or is authorized in writing by the owners of, at least 15

16-1  percent of the issued and outstanding shares of the stock of a corporation

16-2  that has elected to be governed by subchapter S of the Internal Revenue

16-3  Code and whose shares are not listed or traded on any recognized stock

16-4  exchange is entitled to inspect the books of the corporation pursuant to

16-5  subsection 1 and has the rights, duties and liabilities provided in

16-6  subsections 2 to 5, inclusive.

16-7    Sec. 20.  NRS 78.288 is hereby amended to read as follows:

16-8    78.288  1.  Except as otherwise provided in subsection 2 and the

16-9  articles of incorporation, a board of directors may authorize and the

16-10  corporation may make distributions to its stockholders[.] , including

16-11  distributions on shares that are partially paid.

16-12  2.  No distribution may be made if, after giving it effect:

16-13  (a) The corporation would not be able to pay its debts as they become

16-14  due in the usual course of business; or

16-15  (b) Except as otherwise specifically allowed by the articles of

16-16  incorporation, the corporation’s total assets would be less than the sum of

16-17  its total liabilities plus the amount that would be needed, if the corporation

16-18  were to be dissolved at the time of distribution, to satisfy the preferential

16-19  rights upon dissolution of stockholders whose preferential rights are

16-20  superior to those receiving the distribution.

16-21  3.  The board of directors may base a determination that a distribution

16-22  is not prohibited [under] pursuant to subsection 2 on:

16-23  (a) Financial statements prepared on the basis of accounting practices

16-24  that are reasonable in the circumstances;

16-25  (b) A fair valuation, including, but not limited to, unrealized

16-26  appreciation and depreciation; or

16-27  (c) Any other method that is reasonable in the circumstances.

16-28  4.  The effect of a distribution [under] pursuant to subsection 2 must

16-29  be measured:

16-30  (a) In the case of a distribution by purchase, redemption or other

16-31  acquisition of the corporation’s shares, as of the earlier of:

16-32     (1) The date money or other property is transferred or debt incurred

16-33  by the corporation; or

16-34     (2) The date upon which the stockholder ceases to be a stockholder

16-35  with respect to the acquired shares.

16-36  (b) In the case of any other distribution of indebtedness, as of the date

16-37  the indebtedness is distributed.

16-38  (c) In all other cases, as of:

16-39     (1) The date the distribution is authorized if the payment occurs

16-40  within 120 days after the date of authorization; or

16-41     (2) The date the payment is made if it occurs more than 120 days

16-42  after the date of authorization.

16-43  5.  A corporation’s indebtedness to a stockholder incurred by reason of

16-44  a distribution made in accordance with this section is at parity with the

16-45  corporation’s indebtedness to its general unsecured creditors except to the

16-46  extent subordinated by agreement.

16-47  6.  Indebtedness of a corporation, including indebtedness issued as a

16-48  distribution, is not considered a liability for purposes of determinations

16-49  [under] pursuant to subsection 2 if its terms provide that payment of

17-1  principal and interest are made only if and to the extent that payment of a

17-2  distribution to stockholders could then be made pursuant to this section. If

17-3  the indebtedness is issued as a distribution, each payment of principal or

17-4  interest must be treated as a distribution, the effect of which must be

17-5  measured on the date the payment is actually made.

17-6    Sec. 21.  NRS 78.310 is hereby amended to read as follows:

17-7    78.310  1.  Meetings of stockholders and directors of any corporation

17-8  organized [under] pursuant to the provisions of this chapter may be held

17-9  within or without this state, in the manner provided by the bylaws of the

17-10  corporation. The articles of incorporation may designate any place or

17-11  places where such stockholders’ or directors’ meetings may be held, but in

17-12  the absence of any provision therefor in the articles of incorporation, then

17-13  the meetings must be held within or without this state, as directed from

17-14  time to time by the bylaws of the corporation.

17-15  2.  Unless otherwise provided in the articles of incorporation or

17-16  bylaws, the entire board of directors, any two directors or the president

17-17  may call annual and special meetings of the stockholders and directors.

17-18  Sec. 22.  NRS 78.315 is hereby amended to read as follows:

17-19  78.315  1.  Unless the articles of incorporation or the bylaws provide

17-20  for a [different] greater or lesser proportion, a majority of the board of

17-21  directors of the corporation then in office, at a meeting duly assembled, is

17-22  necessary to constitute a quorum for the transaction of business, and the act

17-23  of directors holding a majority of the voting power of the directors, present

17-24  at a meeting at which a quorum is present, is the act of the board of

17-25  directors.

17-26  2.  Unless otherwise restricted by the articles of incorporation or

17-27  bylaws, any action required or permitted to be taken at a meeting of the

17-28  board of directors or of a committee thereof may be taken without a

17-29  meeting if, before or after the action, a written consent thereto is signed by

17-30  all the members of the board or of the committee.

17-31  3.  Unless otherwise restricted by the articles of incorporation or

17-32  bylaws, members of the board of directors or the governing body of any

17-33  corporation, or of any committee designated by such board or body, may

17-34  participate in a meeting of the board, body or committee by means of a

17-35  telephone conference or similar [method] methods of communication by

17-36  which all persons participating in the meeting can hear each other.

17-37  Participation in a meeting pursuant to this subsection constitutes presence

17-38  in person at the meeting.

17-39  Sec. 23.  NRS 78.320 is hereby amended to read as follows:

17-40  78.320  1.  Unless this chapter, the articles of incorporation or the

17-41  bylaws provide for different proportions:

17-42  (a) A majority of the voting power, which includes the voting power

17-43  that is present in person or by proxy, regardless of whether the proxy has

17-44  authority to vote on all matters, constitutes a quorum for the transaction of

17-45  business; and

17-46  (b) Action by the stockholders on a matter other than the election of

17-47  directors is approved if the number of votes cast in favor of the action

17-48  exceeds the number of votes cast in opposition to the action.

18-1    2.  Unless otherwise provided in the articles of incorporation or the

18-2  bylaws, any action required or permitted to be taken at a meeting of the

18-3  stockholders may be taken without a meeting if, before or after the action,

18-4  a written consent thereto is signed by stockholders holding at least a

18-5  majority of the voting power, except that if a different proportion of voting

18-6  power is required for such an action at a meeting, then that proportion of

18-7  written consents is required.

18-8    3.  In no instance where action is authorized by written consent need a

18-9  meeting of stockholders be called or notice given.

18-10  4.  Unless otherwise restricted by the articles of incorporation or

18-11  bylaws, stockholders may participate in a meeting of stockholders by

18-12  means of a telephone conference or similar [method] methods of

18-13  communication by which all persons participating in the meeting can hear

18-14  each other. Participation in a meeting pursuant to this subsection

18-15  constitutes presence in person at the meeting.

18-16  5.  Unless otherwise provided in this chapter, the articles of

18-17  incorporation or the bylaws, if voting by a class or series of stockholders

18-18  is permitted or required, a majority of the voting power of the class or

18-19  series that is present in person or by proxy, regardless of whether the

18-20  proxy has authority to vote on all matters, constitutes a quorum for the

18-21  transaction of business. An act by the stockholders of each class or series

18-22  is approved if a majority of the voting power of a quorum of the class or

18-23  series votes for the action.

18-24  Sec. 24.  NRS 78.330 is hereby amended to read as follows:

18-25  78.330  1.  Unless elected pursuant to NRS 78.320, directors of every

18-26  corporation must be elected at the annual meeting of the stockholders by a

18-27  plurality of the votes cast at the election. Unless otherwise provided in this

18-28  chapter or in the bylaws, the board of directors [have] has the authority to

18-29  set the date, time and place for the annual meeting of the stockholders. If

18-30  for any reason directors are not elected pursuant to NRS 78.320 or at the

18-31  annual meeting of the stockholders, they may be elected at any special

18-32  meeting of the stockholders which is called and held for that purpose.

18-33  Unless otherwise provided in the articles of incorporation or bylaws, each

18-34  director holds office after the expiration of his term until his successor is

18-35  elected and qualified, or until he resigns or is removed.

18-36  2.  The articles of incorporation or the bylaws may provide for the

18-37  classification of directors as to the duration of their respective terms of

18-38  office or as to their election by one or more authorized classes or series of

18-39  shares, but at least one-fourth in number of the directors of every

18-40  corporation must be elected annually. If an amendment reclassifying the

18-41  directors would otherwise increase the term of a director, unless the

18-42  amendment is to the articles of incorporation and otherwise provides, the

18-43  term of each incumbent director on the effective date of the amendment

18-44  terminates on the date it would have terminated had there been no

18-45  reclassification.

18-46  3.  The articles of incorporation may provide that the voting power of

18-47  individual directors or classes of directors may be greater than or less than

18-48  that of any other individual directors or classes of directors, and the

18-49  different voting powers may be stated in the articles of incorporation or

19-1  may be dependent upon any fact or event that may be ascertained outside

19-2  the articles of incorporation if the manner in which the fact or event may

19-3  operate on those voting powers is stated in the articles of incorporation. If

19-4  the articles of incorporation provide that any directors may have voting

19-5  power greater than or less than other directors, every reference in this

19-6  chapter to a majority or other proportion of directors shall be deemed to

19-7  refer to a majority or other proportion of the voting power of all of the

19-8  directors or classes of directors, as may be required by the articles of

19-9  incorporation.

19-10  Sec. 25.  NRS 78.3783 is hereby amended to read as follows:

19-11  78.3783  1.  Except as otherwise provided in subsection 2,

19-12  “acquisition” means the direct or indirect acquisition of a controlling

19-13  interest.

19-14  2.  “Acquisition” does not include any acquisition of shares in good

19-15  faith, and without an intent to avoid the requirements of NRS 78.378 to

19-16  78.3793, inclusive:

19-17  (a) By an acquiring person authorized pursuant to NRS 78.378 to

19-18  78.3793, inclusive, to exercise voting rights, to the extent that the new

19-19  acquisition does not result in the acquiring person obtaining a controlling

19-20  interest greater than that previously authorized; or

19-21  (b) Pursuant to:

19-22     (1) The laws of descent and distribution;

19-23     (2) The enforcement of a judgment;

19-24     (3) The satisfaction of a pledge or other security interest; or

19-25     (4) A merger , exchange, conversion, domestication or

19-26  reorganization effected in compliance with the provisions of NRS 78.622 ,

19-27  [or] 92A.200 to 92A.240, inclusive, or sections 109 to 115, inclusive, of

19-28  this act to which the issuing corporation is a party.

19-29  Sec. 26.  NRS 78.3791 is hereby amended to read as follows:

19-30  78.3791  Except as otherwise provided by the articles of incorporation

19-31  of the issuing corporation, a resolution of the stockholders granting voting

19-32  rights to the control shares acquired by an acquiring person must be

19-33  approved by:

19-34  1.  The holders of a majority of the voting power of the corporation;

19-35  and

19-36  2.  If the acquisition will result in any change of the kind described in

19-37  subsection [3] 2 of NRS 78.390, the holders of a majority of each class or

19-38  series affected,

19-39  excluding those shares as to which any interested stockholder exercises

19-40  voting rights.

19-41  Sec. 27.  NRS 78.3793 is hereby amended to read as follows:

19-42  78.3793  [1.] Unless otherwise provided in the articles of

19-43  incorporation or the bylaws of the issuing corporation in effect on the 10th

19-44  day following the acquisition of a controlling interest by an acquiring

19-45  person, if the control shares are accorded full voting rights pursuant to

19-46  NRS 78.378 to 78.3793, inclusive, and the acquiring person has acquired

19-47  control shares with a majority or more of all the voting power, any

19-48  stockholder [of record,] , as that term is defined in NRS 92A.325, other

19-49  than the acquiring person, [who has] whose shares are not voted in favor

20-1  of authorizing voting rights for the control shares [is entitled to demand

20-2  payment for] may dissent in accordance with the provisions of NRS

20-3  92A.300 to 92A.500, inclusive, and obtain payment of the fair value of his

20-4  shares.

20-5    [2.  The board of directors of the issuing corporation shall, within 20

20-6  days after the vote of the stockholders authorizing voting rights for the

20-7  control shares, cause a notice to be sent to any stockholder, other than the

20-8  acquiring person, who has not voted in favor of authorizing voting rights

20-9  for the control shares, advising him of the fact and of his right to receive

20-10  fair value for his shares as provided in subsection 3.

20-11  3.  Within 20 days after the mailing of the notice described in

20-12  subsection 2, any stockholder of the corporation, other than the acquiring

20-13  person, who has not voted in favor of authorizing voting rights for the

20-14  control shares, may deliver to the registered office of the corporation a

20-15  written demand that the corporation purchase, for fair value, all or any

20-16  portion of his shares. The corporation shall comply with the demand within

20-17  30 days after its delivery.]

20-18  Sec. 28.  NRS 78.380 is hereby amended to read as follows:

20-19  78.380  1.  At least two-thirds of the incorporators or of the board of

20-20  directors of any corporation, before issuing any stock, may amend the

20-21  [original] articles of incorporation[thereof as may be desired by executing

20-22  or proving in the manner required for original articles of incorporation,] of

20-23  the corporation by signing and filing with the secretary of state a

20-24  certificate amending, modifying, changing or altering the [original]

20-25  articles, in whole or in part. The certificate must state that:

20-26  (a) [Declare that the] The signers thereof are at least two-thirds of the

20-27  incorporators or of the board of directors of the corporation, and state the

20-28  [corporation’s name.] name of the corporation; and

20-29  (b) [State the date upon which the original articles thereof were filed

20-30  with the secretary of state.

20-31  (c) Affirmatively declare that to] As of the date of the certificate, no

20-32  stock of the corporation has been issued.

20-33  2.  [The amendment] A certificate filed pursuant to this section is

20-34  effective upon [the filing of] filing the certificate with the secretary of state

20-35  or upon a later date specified in the certificate, which must not be later

20-36  than 90 days after the certificate is filed.

20-37  3.  If a certificate specifies an effective date and if no stock of the

20-38  corporation has been issued, the board of directors may terminate the

20-39  effectiveness of a certificate by filing a certificate of termination with the

20-40  secretary of state that:

20-41  (a) Identifies the certificate being terminated;

20-42  (b) States that no stock of the corporation has been issued;

20-43  (c) States that the effectiveness of the certificate has been terminated;

20-44  (d) Is signed by at least two-thirds of the board of directors of the

20-45  corporation; and

20-46  (e) Is accompanied by the fee required pursuant to NRS 78.765.

20-47  4.  This section does not permit the insertion of any matter not in

20-48  conformity with this chapter.

 

21-1    Sec. 29.  NRS 78.390 is hereby amended to read as follows:

21-2    78.390  1.  Every amendment adopted pursuant to the provisions of

21-3  NRS 78.385 must be made in the following manner:

21-4    (a) The board of directors must adopt a resolution setting forth the

21-5  amendment proposed and declaring its advisability, and either call a

21-6  special meeting[, either annual or special,] of the stockholders entitled to

21-7  vote on the amendment or direct that the proposed amendment be

21-8  considered at the next annual meeting of the stockholders entitled to vote

21-9  [for the consideration thereof.] on the amendment.

21-10  (b) At the meeting, of which notice must be given to each stockholder

21-11  entitled to vote pursuant to the provisions of this section, a vote of the

21-12  stockholders entitled to vote in person or by proxy must be taken for and

21-13  against the proposed amendment. If it appears upon the canvassing of the

21-14  votes that stockholders holding shares in the corporation entitling them to

21-15  exercise at least a majority of the voting power, or such greater proportion

21-16  of the voting power as may be required in the case of a vote by classes or

21-17  series, as provided in subsections [3 and 5,] 2 and 4, or as may be required

21-18  by the provisions of the articles of incorporation, have voted in favor of the

21-19  amendment, [the president, or vice president, and secretary, or assistant

21-20  secretary, shall execute] an officer of the corporation shall sign a

21-21  certificate setting forth the amendment, or setting forth the articles of

21-22  incorporation as amended, and the vote by which the amendment was

21-23  adopted.

21-24  (c) The certificate so [executed] signed must be filed [in the office of]

21-25  with the secretary of state.

21-26  2.  [Upon filing the certificate the articles of incorporation are amended

21-27  accordingly.

21-28  3.]  If any proposed amendment would adversely alter or change any

21-29  preference or any relative or other right given to any class or series of

21-30  outstanding shares, then the amendment must be approved by the vote, in

21-31  addition to the affirmative vote otherwise required, of the holders of shares

21-32  representing a majority of the voting power of each class or series

21-33  adversely affected by the amendment regardless of limitations or

21-34  restrictions on the voting power thereof.

21-35  [4.] 3.  Provision may be made in the articles of incorporation

21-36  requiring, in the case of any specified amendments, a larger proportion of

21-37  the voting power of stockholders than that required by this section.

21-38  [5.] 4.  Different series of the same class of shares do not constitute

21-39  different classes of shares for the purpose of voting by classes except when

21-40  the series is adversely affected by an amendment in a different manner than

21-41  other series of the same class.

21-42  5.  The resolution of the stockholders approving the proposed

21-43  amendment may provide that at any time before the effective date of the

21-44  amendment, notwithstanding approval of the proposed amendment by the

21-45  stockholders, the board of directors may, by resolution, abandon the

21-46  proposed amendment without further action by the stockholders.

21-47  6.  A certificate filed pursuant to subsection 1 becomes effective upon

21-48  filing with the secretary of state or upon a later date specified in the

22-1  certificate, which must not be later than 90 days after the certificate is

22-2  filed.

22-3    7.  If a certificate filed pursuant to subsection 1 specifies an effective

22-4  date and if the resolution of the stockholders approving the proposed

22-5  amendment provides that the board of directors may abandon the

22-6  proposed amendment pursuant to subsection 5, the board of directors

22-7  may terminate the effectiveness of the certificate by resolution and by

22-8  filing a certificate of termination with the secretary of state that:

22-9    (a) Is filed before the effective date specified in the certificate filed

22-10  pursuant to subsection 1;

22-11  (b) Identifies the certificate being terminated;

22-12  (c) States that, pursuant to the resolution of the stockholders, the

22-13  board of directors is authorized to terminate the effectiveness of the

22-14  certificate;

22-15  (d) States that the effectiveness of the certificate has been terminated;

22-16  (e) Is signed by an officer of the corporation; and

22-17  (f) Is accompanied by a filing fee of $125.

22-18  Sec. 30.  NRS 78.403 is hereby amended to read as follows:

22-19  78.403  1.  A corporation may restate, or amend and restate, in a

22-20  single certificate the entire text of its articles of incorporation as amended

22-21  by filing with the secretary of state a certificate[entitled “Restated Articles

22-22  of Incorporation of ................,”] signed by an officer of the corporation

22-23  which must set forth the articles as amended to the date of the certificate. If

22-24  the certificate alters or amends the articles in any manner, it must comply

22-25  with the provisions of [this chapter governing such amendments] NRS

22-26  78.380, 78.385 and 78.390, as applicable, and must be accompanied by:

22-27  (a) A resolution; or

22-28  (b) A form prescribed by the secretary of state,

22-29  setting forth which provisions of the articles of incorporation on file with

22-30  the secretary of state are being altered or amended.

22-31  2.  If the certificate does not alter or amend the articles, it must be

22-32  signed by [the president or vice president and the secretary or assistant

22-33  secretary] an officer of the corporation and state that [they have] he has

22-34  been authorized to execute the certificate by resolution of the board of

22-35  directors adopted on the date stated, and that the certificate correctly sets

22-36  forth the text of the articles of incorporation as amended to the date of the

22-37  certificate.

22-38  3.  The following may be omitted from the restated articles:

22-39  (a) The names, addresses, signatures and acknowledgments of the

22-40  incorporators;

22-41  (b) The names and addresses of the members of the past and present

22-42  boards of directors; and

22-43  (c) The name and address of the resident agent.

22-44  4.  Whenever a corporation is required to file a certified copy of its

22-45  articles, in lieu thereof it may file a certified copy of the most recent

22-46  certificate restating its articles as amended, subject to the provisions of

22-47  subsection 2, together with certified copies of all certificates of amendment

22-48  filed subsequent to the restated articles and certified copies of all

22-49  certificates supplementary to the original articles.

23-1    Sec. 31.  NRS 78.565 is hereby amended to read as follows:

23-2    78.565  [Every]

23-3    1.  Unless otherwise provided in the articles of incorporation, every

23-4  corporation may, by action taken at any meeting of its board of directors,

23-5  sell, lease or exchange all of its property and assets, including its good will

23-6  and its corporate franchises, upon such terms and conditions as its board of

23-7  directors may[deem expedient and for the best interests of the

23-8  corporation,] approve, when and as authorized by the affirmative vote of

23-9  stockholders holding stock in the corporation entitling them to exercise at

23-10  least a majority of the voting power given at a stockholders’ meeting called

23-11  for that purpose . [but:

23-12  1.  The articles of incorporation may require the vote of a larger

23-13  proportion of the stockholders and the separate vote or consent of any class

23-14  of stockholders; and]

23-15  2.  Unless otherwise provided in the articles of incorporation [provide

23-16  otherwise, no] , a vote of stockholders is not necessary [for] :

23-17  (a) For a transfer of assets by way of mortgage, or in trust or in pledge

23-18  to secure indebtedness of the corporation[.] ; or

23-19  (b) To abandon the sale, lease or exchange of assets.

23-20  Sec. 32.  NRS 78.580 is hereby amended to read as follows:

23-21  78.580  1.  If the board of directors of any corporation organized

23-22  under this chapter, after the issuance of stock or the beginning of business,

23-23  decides that the corporation should be dissolved, the board may adopt a

23-24  resolution to that effect. If the corporation has issued no stock, only the

23-25  directors need to approve the dissolution. If the corporation has issued

23-26  stock, the directors must recommend the dissolution to the stockholders.

23-27  The corporation shall notify each stockholder entitled to vote on

23-28  dissolution and the stockholders entitled to vote must approve the

23-29  dissolution.

23-30  2.  If the dissolution is approved by the directors or both the directors

23-31  and stockholders, as respectively provided in subsection 1, the corporation

23-32  shall file a certificate setting forth that the dissolution has been approved

23-33  by the directors, or by the directors and the stockholders, and a list of the

23-34  names and post office box or street addresses, either residence or business,

23-35  of the corporation’s president, secretary and treasurer and all of its

23-36  directors, certified by the president, or a vice president, and the secretary,

23-37  or an assistant secretary, in the office of the secretary of state. [The

23-38  secretary of state, upon being satisfied that these requirements have been

23-39  complied with and that the corporate charter has not been revoked, shall

23-40  issue a certificate that the corporation is dissolved.]

23-41  Sec. 33.  NRS 78.622 is hereby amended to read as follows:

23-42  78.622  1.  If a corporation is under reorganization in a federal court

23-43  pursuant to Title 11 of U.S.C., it may take any action necessary to carry out

23-44  any proceeding and do any act directed by the court relating to

23-45  reorganization, without further action by its directors or stockholders. This

23-46  authority may be exercised by:

23-47  (a) The trustee in bankruptcy appointed by the court;

23-48  (b) Officers of the corporation designated by the court; or

 

24-1    (c) Any other representative appointed by the court,

24-2  with the same effect as if exercised by the directors and stockholders of the

24-3  corporation.

24-4    2.  By filing a [certified copy of the] confirmed plan of reorganization ,

24-5  certified by the bankruptcy court, with the secretary of state, the

24-6  corporation may:

24-7    (a) Alter, amend or repeal its bylaws;

24-8    (b) Constitute or reconstitute and classify or reclassify its board of

24-9  directors;

24-10  (c) Name, constitute or appoint directors and officers in place of or in

24-11  addition to all or some of the directors or officers then in office;

24-12  (d) Amend its articles of incorporation;

24-13  (e) Make any change in its authorized and issued stock;

24-14  (f) Make any other amendment, change, alteration or provision

24-15  authorized by this chapter; and

24-16  (g) Be dissolved, transfer all or part of its assets or merge or consolidate

24-17  or make any other change authorized by this chapter.

24-18  3.  In any action taken pursuant to subsections 1 and 2, a stockholder

24-19  has no right to demand payment for his stock.

24-20  4.  Any amendment of the articles of incorporation made pursuant to

24-21  subsection 2 must be signed under penalty of perjury by the person

24-22  authorized by the court and filed with the secretary of state. If the

24-23  amendment is filed in accordance with the order of reorganization, it

24-24  becomes effective when it is filed unless otherwise ordered by the court.

24-25  5.  Any filing with the secretary of state pursuant to this section must

24-26  be accompanied by the appropriate fee, if any.

24-27  Sec. 34.  NRS 78.750 is hereby amended to read as follows:

24-28  78.750  1.  In any action commenced against any corporation in any

24-29  court of this state, service of process may be made in the manner provided

24-30  by law and rule of court for the service of civil process.

24-31  2.  Service of process on a corporation whose charter has been

24-32  revoked or which has been continued as a body corporate [under] pursuant

24-33  to NRS 78.585 may be made by mailing copies of the process and any

24-34  associated documents by certified mail, with return receipt requested, to:

24-35  (a) The resident agent of the corporation, if there is one; and

24-36  (b) Each officer and director of the corporation as named in the list last

24-37  filed with the secretary of state before the dissolution or expiration of the

24-38  corporation or the forfeiture of its charter.

24-39  The manner of serving process described in this subsection does not affect

24-40  the validity of any other service authorized by law.

24-41  Sec. 35.  NRS 78.751 is hereby amended to read as follows:

24-42  78.751  1.  Any discretionary indemnification [under] pursuant to

24-43  NRS 78.7502 , unless ordered by a court or advanced pursuant to

24-44  subsection 2, may be made by the corporation only as authorized in the

24-45  specific case upon a determination that indemnification of the director,

24-46  officer, employee or agent is proper in the circumstances. The

24-47  determination must be made:

24-48  (a) By the stockholders;

25-1    (b) By the board of directors by majority vote of a quorum consisting of

25-2  directors who were not parties to the action, suit or proceeding;

25-3    (c) If a majority vote of a quorum consisting of directors who were not

25-4  parties to the action, suit or proceeding so orders, by independent legal

25-5  counsel in a written opinion; or

25-6    (d) If a quorum consisting of directors who were not parties to the

25-7  action, suit or proceeding cannot be obtained, by independent legal counsel

25-8  in a written opinion.

25-9    2.  The articles of incorporation, the bylaws or an agreement made by

25-10  the corporation may provide that the expenses of officers and directors

25-11  incurred in defending a civil or criminal action, suit or proceeding must be

25-12  paid by the corporation as they are incurred and in advance of the final

25-13  disposition of the action, suit or proceeding, upon receipt of an undertaking

25-14  by or on behalf of the director or officer to repay the amount if it is

25-15  ultimately determined by a court of competent jurisdiction that he is not

25-16  entitled to be indemnified by the corporation. The provisions of this

25-17  subsection do not affect any rights to advancement of expenses to which

25-18  corporate personnel other than directors or officers may be entitled under

25-19  any contract or otherwise by law.

25-20  3.  The indemnification pursuant to NRS 78.7502 and advancement of

25-21  expenses authorized in or ordered by a court pursuant to this section:

25-22  (a) Does not exclude any other rights to which a person seeking

25-23  indemnification or advancement of expenses may be entitled under the

25-24  articles of incorporation or any bylaw, agreement, vote of stockholders or

25-25  disinterested directors or otherwise, for either an action in his official

25-26  capacity or an action in another capacity while holding his office, except

25-27  that indemnification, unless ordered by a court pursuant to NRS 78.7502 or

25-28  for the advancement of expenses made pursuant to subsection 2, may not

25-29  be made to or on behalf of any director or officer if a final adjudication

25-30  establishes that his acts or omissions involved intentional misconduct,

25-31  fraud or a knowing violation of the law and was material to the cause of

25-32  action.

25-33  (b) Continues for a person who has ceased to be a director, officer,

25-34  employee or agent and inures to the benefit of the heirs, executors and

25-35  administrators of such a person.

25-36  Sec. 36.  NRS 78.760 is hereby amended to read as follows:

25-37  78.760  1.  The fee for filing articles of incorporation is prescribed in

25-38  the following schedule:

25-39  If the amount represented by the total number of shares provided for

25-40  in the articles [or agreement] is:

 

25-41  $25,000 or less........................................ $125

25-42  Over $25,000 and not over $75,000........... 175

25-43  Over $75,000 and not over $200,000......... 225

25-44  Over $200,000 and not over $500,000........ 325

25-45  Over $500,000 and not over $1,000,000..... 425

25-46  Over $1,000,000:

25-47  .................................. For the first $1,000,000..... 425

25-48  For each additional $500,000 or fraction thereof     225

26-1    2.  The maximum fee which may be charged [under] pursuant to this

26-2  section is $25,000 for:

26-3    (a) The original filing of articles of incorporation.

26-4    (b) A subsequent filing of any instrument which authorizes an increase

26-5  in stock.

26-6    3.  For the purposes of computing the filing fees according to the

26-7  schedule in subsection 1, the amount represented by the total number of

26-8  shares provided for in the articles of incorporation is:

26-9    (a) The aggregate par value of the shares, if only shares with a par value

26-10  are therein provided for;

26-11  (b) The product of the number of shares multiplied by $1, regardless of

26-12  any lesser amount prescribed as the value or consideration for which shares

26-13  may be issued and disposed of, if only shares without par value are therein

26-14  provided for; or

26-15  (c) The aggregate par value of the shares with a par value plus the

26-16  product of the number of shares without par value multiplied by $1,

26-17  regardless of any lesser amount prescribed as the value or consideration for

26-18  which the shares without par value may be issued and disposed of, if shares

26-19  with and without par value are therein provided for.

26-20  For the purposes of this subsection, shares with no prescribed par value

26-21  shall be deemed shares without par value.

26-22  4.  The secretary of state shall calculate filing fees pursuant to this

26-23  section with respect to shares with a par value of less than one-tenth of a

26-24  cent as if the par value were one-tenth of a cent.

26-25  Sec. 37.  NRS 78.765 is hereby amended to read as follows:

26-26  78.765  1.  The fee for filing a certificate changing the number of

26-27  authorized shares pursuant to NRS 78.209 or a certificate of amendment to

26-28  articles of incorporation that increases the corporation’s authorized stock or

26-29  a certificate of correction that increases the corporation’s authorized stock

26-30  is the difference between the fee computed at the rates specified in NRS

26-31  78.760 upon the total authorized stock of the corporation, including the

26-32  proposed increase, and the fee computed at the rates specified in NRS

26-33  78.760 upon the total authorized capital, excluding the proposed increase.

26-34  In no case may the amount be less than $75.

26-35  2.  The fee for filing a certificate of amendment to articles of

26-36  incorporation that does not increase the corporation’s authorized stock or a

26-37  certificate of correction that does not increase the corporation’s authorized

26-38  stock is $75.

26-39  3.  The fee for filing a certificate or an amended certificate pursuant to

26-40  NRS 78.1955 is $75.

26-41  4.  The fee for filing a certificate of termination pursuant to NRS

26-42  78.1955, 78.209 or 78.380 is $75.

26-43  Sec. 38.  NRS 78.785 is hereby amended to read as follows:

26-44  78.785  1.  The fee for filing a certificate of change of location of a

26-45  corporation’s registered office and resident agent, or a new designation of

26-46  resident agent, is $15.

26-47  2.  The fee for certifying articles of incorporation where a copy is

26-48  provided is $10.

27-1    3.  The fee for certifying a copy of an amendment to articles of

27-2  incorporation, or to a copy of the articles as amended, where a copy is

27-3  furnished, is $10.

27-4    4.  The fee for certifying an authorized printed copy of the general

27-5  corporation law as compiled by the secretary of state is $10.

27-6    5.  The fee for reserving a corporate name is $20.

27-7    6.  The fee for executing a certificate of corporate existence which does

27-8  not list the previous documents relating to the corporation, or a certificate

27-9  of change in a corporate name, is [$15.] $20.

27-10  7.  The fee for executing a certificate of corporate existence which lists

27-11  the previous documents relating to the corporation is $20.

27-12  8.  The fee for executing, certifying or filing any certificate or

27-13  document not provided for in NRS 78.760 to 78.785, inclusive, is $20.

27-14  9.  The fee for copies made at the office of the secretary of state is $1

27-15  per page.

27-16  10.  The fee for filing articles of incorporation, articles of merger, or

27-17  certificates of amendment increasing the basic surplus of a mutual or

27-18  reciprocal insurer must be computed pursuant to NRS 78.760, 78.765 and

27-19  [78.770,] 92A.210, on the basis of the amount of basic surplus of the

27-20  insurer.

27-21  11.  The fee for examining and provisionally approving any document

27-22  at any time before the document is presented for filing is $100.

27-23  Sec. 39.  NRS 78A.030 is hereby amended to read as follows:

27-24  78A.030  1.  Any corporation organized under chapter 78 of NRS may

27-25  become a close corporation pursuant to this chapter by executing, filing

27-26  and recording, in accordance with NRS 78.390, a certificate of amendment

27-27  of the certificate of incorporation which must:

27-28  (a) Contain a statement that the corporation elects to become a close

27-29  corporation; and

27-30  (b) Meet the requirements of paragraph (a) of subsection 2 of NRS

27-31  78A.020.

27-32  2.  Except as otherwise provided in subsection 3, the amendment must

27-33  be adopted in accordance with the requirements of NRS 78.380 or 78.390.

27-34  3.  [The] If an amendment is adopted in accordance with the

27-35  requirements of NRS 78.390, it must be approved by a vote of the holders

27-36  of record of at least two-thirds of the shares of each class of stock of the

27-37  corporation that are outstanding and entitled to vote, unless the articles of

27-38  incorporation or bylaws require approval by a greater proportion.

27-39  Sec. 40.  Chapter 80 of NRS is hereby amended by adding thereto a

27-40  new section to read as follows:

27-41  Before the issuance of stock, an incorporator or, after the issuance of

27-42  stock, an officer of a foreign corporation may authorize the secretary of

27-43  state in writing to replace any page of a document submitted for filing,

27-44  on an expedited basis, before the actual filing, and to accept the page as

27-45  if it were part of the originally signed filing.

27-46  Sec. 41.  NRS 80.015 is hereby amended to read as follows:

27-47  80.015  1.  For the purposes of this chapter, the following activities do

27-48  not constitute doing business in this state:

27-49  (a) Maintaining, defending or settling any proceeding;

28-1    (b) Holding meetings of the board of directors or stockholders or

28-2  carrying on other activities concerning internal corporate affairs;

28-3    (c) Maintaining accounts in banks or credit unions;

28-4    (d) Maintaining offices or agencies for the transfer, exchange and

28-5  registration of the corporation’s own securities or maintaining trustees or

28-6  depositaries with respect to those securities;

28-7    (e) Making sales through independent contractors;

28-8    (f) Soliciting or receiving orders outside of this state through or in

28-9  response to letters, circulars, catalogs or other forms of advertising,

28-10  accepting those orders outside of this state and filling them by shipping

28-11  goods into this state;

28-12  (g) Creating or acquiring indebtedness, mortgages and security interests

28-13  in real or personal property;

28-14  (h) Securing or collecting debts or enforcing mortgages and security

28-15  interests in property securing the debts;

28-16  (i) Owning, without more, real or personal property;

28-17  (j) Isolated transactions completed within 30 days and not a part of a

28-18  series of similar transactions;

28-19  (k) The production of motion pictures as defined in NRS 231.020;

28-20  (l) Transacting business as an out-of-state depository institution

28-21  pursuant to the provisions of Title 55 of NRS; and

28-22  (m) Transacting business in interstate commerce.

28-23  2.  The list of activities in subsection 1 is not exhaustive.

28-24  3.  A person who is not doing business in this state within the meaning

28-25  of this section need not qualify or comply with any provision of [NRS

28-26  80.010 to 80.280, inclusive,] this chapter, chapter 645A, 645B or 645E of

28-27  NRS or Title 55 or 56 of NRS unless he:

28-28  (a) Maintains an office in this state for the transaction of business; or

28-29  (b) Solicits or accepts deposits in the state, except pursuant to the

28-30  provisions of chapter 666 or 666A of NRS.

28-31  4.  As used in this section and for the purposes of NRS 80.016,

28-32  “deposits” means demand deposits, savings deposits and time deposits, as

28-33  those terms are defined in chapter 657 of NRS.

28-34  Sec. 42.  NRS 80.025 is hereby amended to read as follows:

28-35  80.025  1.  If a foreign corporation cannot qualify to do business in

28-36  this state because its name does not meet the requirements of subsection 2

28-37  or 3 of NRS 80.010, it may apply for a certificate to do business by having

28-38  its board of directors adopt a resolution setting forth the name under which

28-39  the corporation elects to do business in this state. The resolution may:

28-40  (a) Add to the existing corporate name a word, abbreviation or other

28-41  distinctive element; or

28-42  (b) Adopt a name different from its existing corporate name that is

28-43  available for use in this state.

28-44  2.  In addition to the documents required by subsection 1 of NRS

28-45  80.010, the corporation shall file a [certified copy of the resolution

28-46  adopting] resolution certifying the adoption of the modified name.

28-47  3.  If the secretary of state determines that the modified corporate name

28-48  complies with the provisions of subsection 2 or 3 of NRS 80.010, he shall

29-1  issue the certificate in the foreign corporation’s modified name if the

29-2  foreign corporation otherwise qualifies to do business in this state.

29-3    4.  A foreign corporation doing business in this state under a modified

29-4  corporate name approved by the secretary of state shall use the modified

29-5  name in its dealings and communications with the secretary of state.

29-6    Sec. 43.  NRS 80.030 is hereby amended to read as follows:

29-7    80.030  1.  Each foreign corporation admitted to do business in this

29-8  state shall, within [30] 90 days after the filing of any document amendatory

29-9  or otherwise relating to the original articles in the place of its creation, file

29-10  in the office of the secretary of state:

29-11  (a) A copy of the document certified by an authorized officer of the

29-12  place of its creation, or a certificate evidencing the filing, issued by the

29-13  authorized officer of the place of its creation with whom the document was

29-14  filed; and

29-15  (b) A statement of an officer of the corporation of the change reflected

29-16  by the filing of the document, showing its relation to the name, authorized

29-17  capital stock, or general purposes.

29-18  2.  When a foreign corporation authorized to do business in this state

29-19  becomes a constituent of a merger permitted by the laws of the state or

29-20  country in which it is incorporated, it shall, within [30] 90 days after the

29-21  merger becomes effective, file a copy of the agreement of merger filed in

29-22  the place of its creation, certified by an authorized officer of the place of its

29-23  creation, or a certificate, issued by the proper officer of the place of its

29-24  creation, attesting to the occurrence of the event, in the office of the

29-25  secretary of state.

29-26  3.  The secretary of state may revoke the right of a foreign corporation

29-27  to transact business in this state if it fails to file the documents required by

29-28  this section or pay the fees incident to that filing.

29-29  Sec. 44.  NRS 80.090 is hereby amended to read as follows:

29-30  80.090  If a foreign corporation doing business in this state maintains

29-31  and keeps in the state a resident agent as provided by NRS 80.060 and files

29-32  or has microfilmed the papers, documents and instruments required by

29-33  NRS 80.010 to 80.040, inclusive, [it shall be] and section 40 of this act,

29-34  the foreign corporation is entitled to the benefit of the laws of this state

29-35  limiting the time for the commencement of civil actions.

29-36  Sec. 45.  NRS 81.650 is hereby amended to read as follows:

29-37  81.650  1.  The board of directors or trustees of any private foundation

29-38  which is a corporation organized under and governed by Nevada law may,

29-39  by a majority vote of its directors or trustees, amend its governing

29-40  instrument at any regular or special meeting of the board of directors or

29-41  trustees, without a vote of the stockholders or members of the private

29-42  foundation, if any, in order to avoid the penalties and liabilities described

29-43  in Sections 4941(a), 4942(a), 4943(a), 4944(a) and 4945(a) or to comply

29-44  with the provisions of Section 508(e).

29-45  2.  Such an amendment must not be made until the board of directors or

29-46  trustees has notified the members or stockholders, if any, at least 30 days

29-47  before the meeting at which the governing instrument is to be amended.

29-48  [Notice of the intention to amend the governing instrument must be served

30-1  upon the attorney general at least 30 days before the meeting, together with

30-2  a copy of the proposed amended governing instrument.]

30-3    3.  If the private foundation is a corporation organized under and

30-4  governed by Nevada law, after any such amendment has been approved by

30-5  the directors or trustees, a copy of the amended governing instrument must

30-6  be filed with the secretary of state.

30-7    Sec. 46.  Chapter 82 of NRS is hereby amended by adding thereto a

30-8  new section to read as follows:

30-9    An officer of a corporation or a director named in the original articles

30-10  of incorporation may authorize the secretary of state in writing to replace

30-11  any page of a document submitted for filing, on an expedited basis,

30-12  before the actual filing, and to accept the page as if it were part of the

30-13  originally signed filing.

30-14  Sec. 47.  NRS 82.346 is hereby amended to read as follows:

30-15  82.346  1.  If the first meeting of the directors has not taken place and

30-16  if there are no members, a majority of the incorporators of a corporation

30-17  may amend the original articles by executing and proving in the manner

30-18  required for original articles, and filing with the secretary of state, a

30-19  certificate amending, modifying, changing or altering the original articles,

30-20  in whole or in part. The certificate must[:

30-21  (a) Declare that the] state that:

30-22  (a) The signers thereof are a majority of the original incorporators of

30-23  the corporation; and

30-24  (b) [State the date upon which the original articles were filed with the

30-25  secretary of state; and

30-26  (c) Affirmatively declare that to] As of the date of the certification no

30-27  meeting of the directors has taken place and the corporation has no

30-28  members other than the incorporators.

30-29  2.  The amendment is effective upon the filing of the certificate with

30-30  the secretary of state.

30-31  3.  This section does not permit the insertion of any matter not in

30-32  conformity with this chapter.

30-33  4.  The secretary of state shall charge the fee allowed by law for filing

30-34  the amended certificate of incorporation.

30-35  Sec. 48.  NRS 82.371 is hereby amended to read as follows:

30-36  82.371  1.  A corporation may restate, or amend and restate, in a

30-37  single certificate the entire text of its articles as amended by filing with the

30-38  secretary of state a certificate [entitled “Restated Articles of Incorporation

30-39  of .........................,”] which must set forth the articles as amended to the

30-40  date of the certificate. If the certificate alters or amends the articles in any

30-41  manner, it must comply with the provisions of [this chapter governing such

30-42  amendments] NRS 82.346, 82.351 and 82.356, as applicable, and must be

30-43  accompanied by:

30-44  (a) A resolution; or

30-45  (b) A form prescribed by the secretary of state,

30-46  setting forth which provisions of the articles of incorporation on file with

30-47  the secretary of state are being altered or amended.

30-48  2.  If the certificate does not alter or amend the articles, it must be

30-49  signed by the chairman of the board or the president or vice president, and

31-1  the secretary or assistant secretary, of the corporation and must state that

31-2  they have been authorized to execute the certificate by resolution of the

31-3  board of directors adopted on the date stated, and that the certificate

31-4  correctly sets forth the text of the articles as amended to the date of the

31-5  certificate.

31-6    3.  The following may be omitted from the restated articles:

31-7    (a) The names, addresses, signatures and acknowledgments of the

31-8  incorporators;

31-9    (b) The names and addresses of the members of the past and present

31-10  board of directors; and

31-11  (c) The name and address of the resident agent.

31-12  4.  Whenever a corporation is required to file a certified copy of its

31-13  articles, in lieu thereof it may file a certified copy of the most recent

31-14  certificate restating its articles as amended, subject to the provisions of

31-15  subsection 2, together with certified copies of all certificates of amendment

31-16  filed after the restated articles and certified copies of all certificates

31-17  supplementary to the original articles.

31-18  Sec. 49.  NRS 82.446 is hereby amended to read as follows:

31-19  82.446  1.  A corporation may be dissolved and its affairs wound up

31-20  voluntarily by the written request of a majority of the members and any

31-21  person or superior organization whose approval is required by a provision

31-22  of the articles authorized by NRS 82.091. The request must:

31-23  (a) Be addressed to the directors.

31-24  (b) Specify reasons why the winding up of affairs of the corporation is

31-25  deemed advisable.

31-26  (c) Name three persons who are members to act as trustees in

31-27  liquidation and in winding up the affairs of the corporation. The act of a

31-28  majority of the directors as trustees remaining in office is the act of the

31-29  directors as trustees.

31-30  2.  Upon filing of the request with the directors and in the offices of the

31-31  secretary of state, all powers of the directors cease. [The secretary of state

31-32  shall issue a certificate that the corporation is dissolved.]

31-33  Sec. 50.  NRS 82.451 is hereby amended to read as follows:

31-34  82.451  1.  A corporation may be dissolved and its affairs wound up

31-35  voluntarily if the board of directors adopts a resolution to that effect and

31-36  calls a meeting of the members entitled to vote to take action upon the

31-37  resolution. The resolution must also be approved by any person or superior

31-38  organization whose approval is required by a provision of the articles

31-39  authorized by NRS 82.091. The meeting of the members must be held with

31-40  due notice. If at the meeting the members entitled to exercise a majority of

31-41  all the voting power consent by resolution to the dissolution, a [copy of the

31-42  resolution,] certificate setting forth that the dissolution has been

31-43  approved in compliance with this section, together with a list of the names

31-44  and residences of the directors and officers, [certified] executed by the

31-45  chairman of the board, president or vice president, and the secretary or an

31-46  assistant secretary , must be filed in the office of the secretary of state.

31-47  2.  If a corporation has no members entitled to vote upon a resolution

31-48  calling for the dissolution of the corporation, the corporation may be

31-49  dissolved and its affairs wound up voluntarily by the board of directors if it

32-1  adopts a resolution to that effect. The resolution must also be approved by

32-2  any person or superior organization whose approval is required by a

32-3  provision of the articles authorized by NRS 82.091. A [copy of the

32-4  resolution] certificate setting forth that the dissolution has been approved

32-5  in compliance with this section and a list of the officers and directors,

32-6  [certified] executed as provided in subsection 1, must be filed in the office

32-7  of the secretary of state.

32-8    3.  [Upon filing of the resolution or request in the office of the secretary

32-9  of state, the secretary of state shall issue a certificate that the corporation is

32-10  dissolved.

32-11  4.] Upon the dissolution of any corporation under the provisions of this

32-12  section or upon the expiration of its period of corporate existence, the

32-13  directors are the trustees of the corporation in liquidation and in winding up

32-14  the affairs of the corporation. The act of a majority of the directors as

32-15  trustees remaining in office is the act of the directors as trustees.

32-16  Sec. 51.  Chapter 86 of NRS is hereby amended by adding thereto the

32-17  provisions set forth as sections 52 to 70, inclusive, of this act.

32-18  Sec. 52.  “Articles” and “articles of organization” are synonymous

32-19  terms and, unless the context otherwise requires, include certificates and

32-20  restated articles of organization filed pursuant to NRS 86.221 and

32-21  articles of merger, conversion, exchange or domestication filed pursuant

32-22  to NRS 92A.200 to 92A.240, inclusive, and sections 109 to 115, inclusive,

32-23  of this act.

32-24  Sec. 53. “Noneconomic member” means a member of a limited-

32-25  liability company who:

32-26  1.  Does not own a member’s interest in the company;

32-27  2.  Does not have an obligation to contribute capital to the company;

32-28  3.  Does not have a right to participate in or receive distributions of

32-29  profits of the company or an obligation to contribute to the losses of the

32-30  company; and

32-31  4.  May have voting rights and other rights and privileges given to

32-32  noneconomic members of the company by the articles of organization or

32-33  operating agreement.

32-34  Sec. 54.  The provisions of this chapter may be amended or repealed

32-35  at the pleasure of the legislature. A limited-liability company created

32-36  pursuant to the provisions of this chapter or availing itself of any of the

32-37  provisions of this chapter and all members and managers of the limited-

32-38  liability company are bound by the amendment. An amendment or repeal

32-39  does not take away or impair any remedy against a limited-liability

32-40  company or its managers or members for a liability that has been

32-41  previously incurred. The provisions of this chapter and all amendments

32-42  thereof are a part of the articles of every limited-liability company.

32-43  Sec. 55.  1.  A limited-liability company may correct a document

32-44  filed by the secretary of state with respect to the limited-liability company

32-45  if the document contains an inaccurate record of a company action

32-46  described in the document or was defectively executed, attested, sealed,

32-47  verified or acknowledged.

32-48  2.  To correct a document, the limited-liability company must:

32-49  (a) Prepare a certificate of correction that:

33-1      (1) States the name of the limited-liability company;

33-2      (2) Describes the document, including, without limitation, its filing

33-3  date;

33-4      (3) Specifies the inaccuracy or defect;

33-5      (4) Sets forth the inaccurate or defective portion of the document in

33-6  an accurate or corrected form; and

33-7      (5) Is signed by a manager of the company, or if management is not

33-8  vested in a manager, by a member of the company.

33-9    (b) Deliver the certificate to the secretary of state for filing.

33-10  (c) Pay a filing fee of $75 to the secretary of state.

33-11  3.  A certificate of correction is effective on the effective date of the

33-12  document it corrects except as to persons relying on the uncorrected

33-13  document and adversely affected by the correction. As to those persons,

33-14  the certificate is effective when filed.

33-15  Sec. 56.  The articles of organization or operating agreement of a

33-16  limited-liability company may create classes of members or managers,

33-17  define their relative rights, powers and duties, and may authorize the

33-18  creation, in the manner provided in the operating agreement, of

33-19  additional classes of members or managers with the relative rights,

33-20  powers and duties as may from time to time be established, including,

33-21  without limitation, rights, powers and duties senior to existing classes of

33-22  members or managers. The articles of organization or operating

33-23  agreement may provide that any member, or class or group of members,

33-24  has voting rights that differ from other classes or groups.

33-25  Sec. 57.  Upon application by or for a member, the district court may

33-26  decree dissolution of a limited-liability company whenever it is not

33-27  reasonably practicable to carry on the business of the company in

33-28  conformity with the articles of organization or operating agreement.

33-29  Sec. 58.  A member who owns a member’s interest in a limited-

33-30  liability company or a noneconomic member, when permitted by the

33-31  terms of the articles of organization or operating agreement, may bring

33-32  an action in the right of a limited-liability company to recover a

33-33  judgment in its favor if managers or members with authority to do so

33-34  have refused to bring the action or if an effort to cause those managers

33-35  or members to bring the action is not likely to succeed.

33-36  Sec. 59.  In a derivative action, the plaintiff must be a member who

33-37  owns a member’s interest or a noneconomic member at the time of

33-38  bringing the action and at the time of the transaction of which he

33-39  complains.

33-40  Sec. 60.  In a derivative action, the complaint must set forth with

33-41  particularity:

33-42  1.  The effort of the plaintiff to secure initiation of the action by a

33-43  manager or member; or

33-44  2.  The reasons for the plaintiff not making the effort to secure

33-45  initiation of the action by a manager or member.

33-46  Sec. 61.  If a derivative action is successful, in whole or in part, or if

33-47  anything is received by the plaintiff as a result of a judgment,

33-48  compromise or settlement of an action or claim, the court may award the

33-49  plaintiff reasonable expenses, including reasonable attorney’s fees, and

34-1  shall direct him to remit to the limited-liability company the remainder of

34-2  those proceeds received by him.

34-3    Sec. 62. Subject to the constitution of this state:

34-4    1.  The laws of the state, pursuant to which a foreign limited-liability

34-5  company is organized, govern its organization, internal affairs and the

34-6  liability of its managers and members; and

34-7    2.  A foreign limited-liability company may not be denied registration

34-8  by reason of any difference between the laws of the state of organization

34-9  and the laws of this state.

34-10  Sec. 63.  Before transacting business in this state, a foreign limited-

34-11  liability company must register with the secretary of state. In order to

34-12  register, a foreign limited-liability company must submit to the secretary

34-13  of state an application for registration as a foreign limited-liability

34-14  company, signed by a manager of the company or, if management is not

34-15  vested in a manager, a member of the company and a signed certificate

34-16  of acceptance of a resident agent. The application for registration must

34-17  set forth:

34-18  1.  The name of the foreign limited-liability company and, if different,

34-19  the name under which it proposes to register and transact business in

34-20  this state;

34-21  2.  The state and date of its formation;

34-22  3.  The name and address of the resident agent whom the foreign

34-23  limited-liability company elects to appoint;

34-24  4.  A statement that the secretary of state is appointed the agent of the

34-25  foreign limited-liability company for service of process if the authority of

34-26  the resident agent has been revoked, or if the resident agent has resigned

34-27  or cannot be found or served with the exercise of reasonable diligence;

34-28  5.  The address of the office required to be maintained in the state of

34-29  its organization by the laws of that state or, if not so required, of the

34-30  principal office of the foreign limited-liability company;

34-31  6.  The name and business address of each manager or, if

34-32  management is not vested in a manager, each member; and

34-33  7.  The address of the office at which is kept a list of the names and

34-34  addresses of the members and their capital contributions, together with

34-35  an undertaking by the foreign limited-liability company to keep those

34-36  records until the registration in this state of the foreign limited-liability

34-37  company is canceled or withdrawn.

34-38  Sec. 64.  If the secretary of state finds that an application for

34-39  registration conforms to law and all requisite fees have been paid, he

34-40  shall issue a certificate of registration to transact business in this state

34-41  and mail it to the person who filed the application or his representative.

34-42  Sec. 65.  A foreign limited-liability company may register with the

34-43  secretary of state under any name, whether or not it is the name under

34-44  which it is registered in its state of organization, which contains the

34-45  words required by NRS 86.171 and which could be registered by a

34-46  domestic limited-liability company.

34-47  Sec. 66.  1.  A foreign limited-liability company may cancel its

34-48  registration by filing with the secretary of state a certificate of

34-49  cancellation signed by a manager of the company or, if management is

35-1  not vested in a manager, a member of the company. The certificate,

35-2  which must be accompanied by the required fees, must set forth:

35-3    (a) The name of the foreign limited-liability company;

35-4    (b) The date upon which its certificate of registration was filed;

35-5    (c) The effective date of the cancellation if other than the date of the

35-6  filing of the certificate of cancellation; and

35-7    (d) Any other information deemed necessary by the manager of the

35-8  company or, if management is not vested in a manager, a member of the

35-9  company.

35-10  2.  A cancellation pursuant to this section does not terminate the

35-11  authority of the secretary of state to accept service of process on the

35-12  foreign limited-liability company with respect to causes of action arising

35-13  from the transaction of business in this state by the foreign limited-

35-14  liability company.

35-15  Sec. 67.  1.  A foreign limited-liability company transacting

35-16  business in this state may not maintain any action, suit or proceeding in

35-17  any court of this state until it has registered in this state.

35-18  2.  The failure of a foreign limited-liability company to register in this

35-19  state does not impair the validity of any contract or act of the foreign

35-20  limited-liability company, or prevent the foreign limited-liability company

35-21  from defending any action, suit or proceeding in any court of this state.

35-22  3.  A foreign limited-liability company, by transacting business in this

35-23  state without registration, appoints the secretary of state as its agent for

35-24  service of process with respect to causes of action arising out of the

35-25  transaction of business in this state by the foreign limited-liability

35-26  company.

35-27  Sec. 68.  The attorney general may bring an action to restrain a

35-28  foreign limited-liability company from transacting business in this state

35-29  in violation of this section and sections 62 to 67, inclusive, of this act.

35-30  Sec. 69.  The articles of organization or operating agreement of a

35-31  limited-liability company may provide for one or more noneconomic

35-32  members or classes of noneconomic members.

35-33  Sec. 70.  A manager or, if management of the company is not vested

35-34  in a manager, a member of a limited-liability company may authorize the

35-35  secretary of state in writing to replace any page of a document submitted

35-36  for filing, on an expedited basis, before the actual filing, and to accept

35-37  the page as if it were part of the originally signed filing.

35-38  Sec. 71.  NRS 86.011 is hereby amended to read as follows:

35-39  86.011  As used in this chapter, unless the context otherwise requires,

35-40  the words and terms defined in NRS [86.021] 86.031 to 86.128, inclusive,

35-41  and sections 52 and 53 of this act have the meanings ascribed to them in

35-42  those sections.

35-43  Sec. 72.  NRS 86.081 is hereby amended to read as follows:

35-44  86.081  “Member” means the owner of [an] a member’s interest in a

35-45  limited-liability company[.] or a noneconomic member.

35-46  Sec. 73.  NRS 86.201 is hereby amended to read as follows:

35-47  86.201  1.  [Upon filing the articles of organization and the certificate

35-48  of acceptance of the resident agent, and the payment of filing fees, the] A

36-1  limited-liability company is considered legally organized pursuant to this

36-2  chapter[.] upon:

36-3    (a) Filing the articles of organization with the secretary of state or

36-4  upon a later date specified in the articles of organization;

36-5    (b) Filing the certificate of acceptance of the resident agent with the

36-6  secretary of state; and

36-7    (c) Paying the required filing fees to the secretary of state.

36-8    2.  A limited-liability company must not transact business or incur

36-9  indebtedness, except that which is incidental to its organization or to

36-10  obtaining subscriptions for or payment of contributions, until the [secretary

36-11  of state has filed the articles of organization and the certificate of

36-12  acceptance.] company is considered legally organized pursuant to

36-13  subsection 1.

36-14  Sec. 74.  NRS 86.221 is hereby amended to read as follows:

36-15  86.221  1.  The articles of organization of a limited-liability company

36-16  may be amended for any purpose, not inconsistent with law, as determined

36-17  by all of the members or permitted by the articles or an operating

36-18  agreement.

36-19  2.  An amendment must be made in the form of a certificate setting

36-20  forth:

36-21  (a) The name of the limited-liability company;

36-22  (b) [The date of filing of the articles of organization;] Whether the

36-23  limited-liability company is managed by one or more managers or

36-24  members; and

36-25  (c) The amendment to the articles of organization.

36-26  3.  The certificate of amendment must be signed by a manager of the

36-27  company [,] or , if management is not vested in a manager, by a member.

36-28  4.  Restated articles of organization may be executed and filed in the

36-29  same manner as a certificate of amendment. If the certificate alters or

36-30  amends the articles in any manner, it must be accompanied by:

36-31  (a) A resolution; or

36-32  (b) A form prescribed by the secretary of state,

36-33  setting forth which provisions of the articles of organization on file with

36-34  the secretary of state are being altered or amended.

36-35  Sec. 75.  NRS 86.226 is hereby amended to read as follows:

36-36  86.226  1.  A signed certificate of amendment, or a certified copy of a

36-37  judicial decree of amendment, must be filed with the secretary of state. A

36-38  person who executes a certificate as an agent, officer or fiduciary of the

36-39  limited-liability company need not exhibit evidence of his authority as a

36-40  prerequisite to filing. Unless the secretary of state finds that a certificate

36-41  does not conform to law, upon his receipt of all required filing fees he shall

36-42  file the certificate.

36-43  2.  [Upon the filing of a] A certificate of amendment or judicial decree

36-44  of amendment [in the office of] is effective upon filing with the secretary

36-45  of state[, the articles of organization are amended as set forth therein.] or

36-46  upon a later date specified in the certificate or judicial decree, which

36-47  must not be more than 90 days after the certificate or judicial decree is

36-48  filed.

37-1    3.  If a certificate specifies an effective date and if the resolution of

37-2  the members approving the proposed amendment provides that one or

37-3  more managers or, if management is not vested in a manager, one or

37-4  more members may abandon the proposed amendment, then those

37-5  managers or members may terminate the effectiveness of the certificate

37-6  by filing a certificate of termination with the secretary of state that:

37-7    (a) Is filed before the effective date specified in the certificate or

37-8  judicial decree filed pursuant to subsection 1;

37-9    (b) Identifies the certificate being terminated;

37-10  (c) States that, pursuant to the resolution of the members, the

37-11  manager of the company or, if management is not vested in a manager, a

37-12  designated member is authorized to terminate the effectiveness of the

37-13  certificate;

37-14  (d) States that the effectiveness of the certificate has been terminated;

37-15  (e) Is signed by a manager of the company or, if management is not

37-16  vested in a manager, a designated member; and

37-17  (f) Is accompanied by a filing fee of $125.

37-18  Sec. 76.  NRS 86.274 is hereby amended to read as follows:

37-19  86.274  1.  The secretary of state shall notify, by letter addressed to its

37-20  resident agent, each limited-liability company deemed in default pursuant

37-21  to the provisions of this chapter. The notice must be accompanied by a

37-22  statement indicating the amount of the filing fee, penalties and costs

37-23  remaining unpaid.

37-24  2.  On the first [day of the ninth month] anniversary of the month

37-25  following the month in which the filing was required, the charter of the

37-26  company is revoked and its right to transact business is forfeited.

37-27  3.  The secretary of state shall compile a complete list containing the

37-28  names of all limited-liability companies whose right to do business has

37-29  been forfeited. The secretary of state shall forthwith notify each limited-

37-30  liability company by letter addressed to its resident agent of the forfeiture

37-31  of its charter. The notice must be accompanied by a statement indicating

37-32  the amount of the filing fee, penalties and costs remaining unpaid.

37-33  4.  If the charter of a limited-liability company is revoked and the right

37-34  to transact business is forfeited, all of the property and assets of the

37-35  defaulting company must be held in trust by the managers or, if none, by

37-36  the members of the company, and the same proceedings may be had with

37-37  respect to its property and assets as apply to the dissolution of a limited-

37-38  liability company[.] pursuant to NRS 86.505 and 86.521. Any person

37-39  interested may institute proceedings at any time after a forfeiture has been

37-40  declared, but if the secretary of state reinstates the charter the proceedings

37-41  must be dismissed and all property restored to the company.

37-42  5.  If the assets are distributed they must be applied in the following

37-43  manner:

37-44  (a) To the payment of the filing fee, penalties and costs due to the state;

37-45  and

37-46  (b) To the payment of the creditors of the company.

37-47  Any balance remaining must be distributed among the members as

37-48  provided in subsection 1 of NRS 86.521.

 

38-1    Sec. 77.  NRS 86.276 is hereby amended to read as follows:

38-2    86.276  1.  Except as otherwise provided in subsections 3 and 4, the

38-3  secretary of state shall reinstate any limited-liability company which has

38-4  forfeited its right to transact business [under] pursuant to the provisions of

38-5  this chapter and restore to the company its right to carry on business in this

38-6  state, and to exercise its privileges and immunities, if it:

38-7    (a) Files with the secretary of state the list required by NRS 86.263; and

38-8    (b) Pays to the secretary of state:

38-9      (1) The annual filing fee and penalty set forth in NRS 86.263 and

38-10  86.272 for each year or portion thereof during which [its charter has been

38-11  revoked;] it failed to file in a timely manner each required annual list;

38-12  and

38-13     (2) A fee of $50 for reinstatement.

38-14  2.  When the secretary of state reinstates the limited-liability company,

38-15  he shall:

38-16  (a) Immediately issue and deliver to the company a certificate of

38-17  reinstatement authorizing it to transact business as if the filing fee had been

38-18  paid when due; and

38-19  (b) Upon demand, issue to the company one or more certified copies of

38-20  the certificate of reinstatement.

38-21  3.  The secretary of state shall not order a reinstatement unless all

38-22  delinquent fees and penalties have been paid, and the revocation of the

38-23  charter occurred only by reason of failure to pay the fees and penalties.

38-24  4.  If a company’s charter has been revoked pursuant to the provisions

38-25  of this chapter and has remained revoked for a period of 5 consecutive

38-26  years, the charter must not be reinstated.

38-27  Sec. 78.  NRS 86.281 is hereby amended to read as follows:

38-28  86.281  A limited-liability company organized and existing [under]

38-29  pursuant to this chapter may[:] exercise the powers and privileges

38-30  granted by this chapter and may:

38-31  1.  Sue and be sued, complain and defend, in its name;

38-32  2.  Purchase, take, receive, lease or otherwise acquire, own, hold,

38-33  improve, use and otherwise deal in and with real or personal property, or

38-34  an interest in it, wherever situated;

38-35  3.  Sell, convey, mortgage, pledge, lease, exchange, transfer and

38-36  otherwise dispose of all or any part of its property and assets;

38-37  4.  Lend money to and otherwise assist its members;

38-38  5.  Purchase, take, receive, subscribe for or otherwise acquire, own,

38-39  hold, vote, use, employ, sell, mortgage, lend, pledge or otherwise dispose

38-40  of, and otherwise use and deal in and with shares, member’s interests or

38-41  other interests in or obligations of domestic or foreign limited-liability

38-42  companies, domestic or foreign corporations, joint ventures or similar

38-43  associations, general or limited partnerships or natural persons, or direct or

38-44  indirect obligations of the United States or of any government, state,

38-45  territory, governmental district or municipality or of any instrumentality

38-46  of it;

38-47  6.  Make contracts and guarantees and incur liabilities, borrow money

38-48  at such rates of interest as the company may determine, issue its notes,

39-1  bonds and other obligations and secure any of its obligations by mortgage

39-2  or pledge of all or any part of its property, franchises and income;

39-3    7.  Lend, invest and reinvest its money and take and hold real property

39-4  and personal property for the payment of money so loaned or invested;

39-5    8.  Conduct its business, carry on its operations and have and exercise

39-6  the powers granted by this chapter in any state, territory, district or

39-7  possession of the United States, or in any foreign country;

39-8    9.  Appoint managers and agents, define their duties and fix their

39-9  compensation;

39-10  10.  Cease its activities and surrender its articles of organization;

39-11  11.  Exercise all powers necessary or convenient to effect any of the

39-12  purposes for which the company is organized; and

39-13  12.  Hold a license issued pursuant to the provisions of chapter 463 of

39-14  NRS.

39-15  Sec. 79.  NRS 86.286 is hereby amended to read as follows:

39-16  86.286  1.  A limited-liability company may, but is not required to,

39-17  adopt an operating agreement. An operating agreement may be adopted

39-18  only by the unanimous vote or unanimous written consent of the members,

39-19  or by the sole member, and the operating agreement must be in writing.

39-20  Unless otherwise provided in the operating agreement, amendments to the

39-21  agreement may be adopted only by the unanimous vote or unanimous

39-22  written consent of the persons who are members at the time of amendment.

39-23  2.  An operating agreement may be adopted before, after or at the

39-24  time of the filing of the articles of organization and, whether entered into

39-25  before, after or at the time of the filing, may become effective at the

39-26  formation of the limited-liability company or at a later date specified in

39-27  the operating agreement. If an operating agreement is adopted before the

39-28  filing of the articles of organization or before the effective date of

39-29  formation specified in the articles of organization, the operating

39-30  agreement is not effective until the effective date of formation of the

39-31  limited-liability company.

39-32  3.  An operating agreement may provide that a certificate of limited-

39-33  liability company interest issued by the limited-liability company may

39-34  evidence a member’s interest in a limited-liability company.

39-35  Sec. 80.  NRS 86.291 is hereby amended to read as follows:

39-36  86.291  1.  Except as otherwise provided in this section[,] or the

39-37  articles of organization , [or the operating agreement,] management of a

39-38  limited-liability company is vested in its members in proportion to their

39-39  contribution to its capital, as adjusted from time to time to reflect properly

39-40  any additional contributions or withdrawals by the members.

39-41  2.  If provision is made in the articles of organization, management of

39-42  the company may be vested in a manager or managers, who may but need

39-43  not be members, in the manner prescribed by the operating agreement of

39-44  the company. The manager or managers also hold the offices and have the

39-45  responsibilities accorded to them by the members and set out in the

39-46  operating agreement.

39-47  Sec. 81.  NRS 86.301 is hereby amended to read as follows:

39-48  86.301  Except as otherwise provided in this chapter , [or] in its articles

39-49  of organization[,] or its operating agreement, no debt may be contracted

40-1  or liability incurred by or on behalf of a limited-liability company, except

40-2  by one or more of its managers if management of the limited-liability

40-3  company has been vested by the members in a manager or managers or, if

40-4  management of the limited-liability company is retained by the members,

40-5  then [as provided in the articles of organization or the operating

40-6  agreement.] by any member.

40-7    Sec. 82.  NRS 86.343 is hereby amended to read as follows:

40-8    86.343  1.  A distribution of the profits and contributions of a limited-

40-9  liability company must not be made if, after giving it effect:

40-10  (a) The company would not be able to pay its debts as they become due

40-11  in the usual course of business; or

40-12  (b) Except as otherwise specifically permitted by the articles of

40-13  organization, the total assets of the company would be less than the sum of

40-14  its total liabilities.

40-15  2.  The manager or, if management of the company is not vested in a

40-16  manager or managers, the members may base a determination that a

40-17  distribution is not prohibited [under] pursuant to this section on:

40-18  (a) Financial statements prepared on the basis of accounting practices

40-19  that are reasonable in the circumstances;

40-20  (b) A fair valuation, including unrealized appreciation and depreciation;

40-21  or

40-22  (c) Any other method that is reasonable in the circumstances.

40-23  3.  The effect of a distribution [under] pursuant to this section must be

40-24  measured:

40-25  (a) In the case of a distribution by purchase, redemption or other

40-26  acquisition by the company of member’s interests, as of the earlier of:

40-27     (1) The date on which money or other property is transferred or debt

40-28  incurred by the company; or

40-29     (2) The date on which the member ceases to be a member with

40-30  respect to his acquired interest.

40-31  (b) In the case of any other distribution of indebtedness, as of the date

40-32  on which the indebtedness is distributed.

40-33  (c) In all other cases, as of:

40-34     (1) The date on which the distribution is authorized if the payment

40-35  occurs within 120 days after the date of authorization; or

40-36     (2) The date on which the payment is made if it occurs more than 120

40-37  days after the date of authorization.

40-38  4.  Indebtedness of the company, including indebtedness issued as a

40-39  distribution, is not considered a liability for purposes of determinations

40-40  [under] pursuant to this section if its terms provide that payment of

40-41  principal and interest are to be made only if and to the extent that payment

40-42  of a distribution to the members could then be made pursuant to this

40-43  section. If the indebtedness is issued as a distribution, each payment of

40-44  principal or interest must be treated as a distribution, the effect of which

40-45  must be measured as of the date of payment.

40-46  5.  Except as otherwise provided in subsection 6, a member who

40-47  receives a distribution in violation of this section is liable to the limited-

40-48  liability company for the amount of the distribution. This subsection does

41-1  not affect the validity of an obligation or liability of a member created by

41-2  an agreement or other applicable law for the amount of a distribution.

41-3    6.  Unless otherwise agreed, a member who receives a distribution

41-4  from a limited-liability company is not liable for the amount of the

41-5  distribution after the expiration of 3 years after the date of the

41-6  distribution unless an action to recover the distribution from the member

41-7  is commenced before the expiration of the 3-year period following the

41-8  distribution.

41-9    Sec. 83.  NRS 86.351 is hereby amended to read as follows:

41-10  86.351  1.  The interest of each member of a limited-liability company

41-11  is personal property. The articles of organization or operating agreement

41-12  may prohibit or regulate the transfer of a member’s interest. Unless

41-13  otherwise provided in the articles or operating agreement, a transferee of a

41-14  member’s interest has no right to participate in the management of the

41-15  business and affairs of the company or to become a member unless a

41-16  majority in interest of the other members approve the transfer. If so

41-17  approved, the transferee becomes a substituted member. The transferee is

41-18  only entitled to receive the share of profits or other compensation by way

41-19  of income, and the return of contributions, to which his transferor would

41-20  otherwise be entitled.

41-21  2.  A substituted member has all the rights and powers and is subject to

41-22  all the restrictions and liabilities of his transferor, except that the

41-23  substitution of the transferee does not release the transferor from any

41-24  liability to the company.

41-25  Sec. 84.  NRS 86.391 is hereby amended to read as follows:

41-26  86.391  1.  A member is liable to a limited-liability company:

41-27  (a) For a difference between his contributions to capital as actually

41-28  made and as stated in the articles of organization or operating agreement as

41-29  having been made; and

41-30  (b) For any unpaid contribution to capital which he agreed in the articles

41-31  of organization or operating agreement to make in the future at the time

41-32  and on the conditions stated in the articles of organization or operating

41-33  agreement.

41-34  2.  A member holds as trustee for the company[:

41-35  (a) Specific] specific property stated in the articles of organization or

41-36  operating agreement as contributed by him, but which was not so

41-37  contributed . [or which has been wrongfully or erroneously returned; and

41-38  (b) Money or other property wrongfully paid or conveyed to him on

41-39  account of his contribution or the contribution of a predecessor with

41-40  respect to his member’s interest.]

41-41  3.  The liabilities of a member as set out in this section can be waived

41-42  or compromised only by the consent of all of the members, but a waiver or

41-43  compromise does not affect the right of a creditor of the company to

41-44  enforce the liabilities if he extended credit or his claim arose before the

41-45  effective date of an amendment of the articles of organization or operating

41-46  agreement effecting the waiver or compromise.

41-47  [4.  When a contributor has rightfully received the return in whole or in

41-48  part of his contribution to capital, the contributor is liable to the company

41-49  for any sum, not in excess of the return with interest, necessary to

42-1  discharge its liability to all of its creditors who extended credit or whose

42-2  claims arose before the return.]

42-3    Sec. 85.  NRS 86.401 is hereby amended to read as follows:

42-4    86.401  1.  On application to a court of competent jurisdiction by a

42-5  judgment creditor of a member, the court may charge the member’s interest

42-6  with payment of the unsatisfied amount of the judgment with interest. To

42-7  the extent so charged, the judgment creditor has only the rights of an

42-8  assignee of the member’s interest.

42-9    2.  The court may appoint a receiver of the share of the distributions

42-10  due or to become due to the judgment debtor in respect of the limited-

42-11  liability company. The receiver has only the rights of an assignee. The

42-12  court may make all other orders, directions, accounts and inquiries that

42-13  the judgment debtor might have made or which the circumstances of the

42-14  case may require.

42-15  3.  A charging order constitutes a lien on the member’s interest of the

42-16  judgment debtor. The court may order a foreclosure of the member’s

42-17  interest subject to the charging order at any time. The purchaser at the

42-18  foreclosure sale has only the rights of an assignee.

42-19  4.  Unless otherwise provided in the articles of organization or

42-20  operating agreement, at any time before foreclosure, a member’s interest

42-21  charged may be redeemed:

42-22  (a) By the judgment debtor;

42-23  (b) With property other than property of the limited-liability company,

42-24  by one or more of the other members; or

42-25  (c) By the limited-liability company with the consent of all of the

42-26  members whose interests are not so charged.

42-27  5.  This section provides the exclusive remedy by which a judgment

42-28  creditor of a member or an assignee of a member may satisfy a judgment

42-29  out of the member’s interest of the judgment debtor.

42-30  6.  No creditor of a member has any right to obtain possession of, or

42-31  otherwise exercise legal or equitable remedies with respect to, the

42-32  property of the limited-liability company.

42-33  7.  This section does not deprive any member of the benefit of any

42-34  exemption applicable to his interest.

42-35  Sec. 86.  NRS 86.491 is hereby amended to read as follows:

42-36  86.491  1.  A limited-liability company organized [under] pursuant to

42-37  this chapter must be dissolved and its affairs wound up:

42-38  [1.] (a) At the time, if any, specified in the articles of organization;

42-39  [2.] (b) Upon the occurrence of an event specified in an operating

42-40  agreement; [or

42-41  3.  By the unanimous written agreement of all members.]

42-42  (c) Unless otherwise provided in the articles of organization or

42-43  operating agreement, upon the affirmative vote or written agreement of

42-44  all the members; or

42-45  (d) Upon entry of a decree of judicial dissolution pursuant to section

42-46  57 of this act.

42-47  2.  Except as otherwise provided in the articles of organization or

42-48  operating agreement, the death, retirement, resignation, expulsion,

42-49  bankruptcy, dissolution or dissociation of a member or any other event

43-1  affecting a member, including, without limitation, a sole member, does

43-2  not:

43-3    (a) Terminate the status of the person as a member; or

43-4    (b) Cause the limited-liability company to be dissolved or its affairs to

43-5  be wound up.

43-6    3.  Except as otherwise provided in the articles of organization or

43-7  operating agreement, upon the death of a natural person who is the sole

43-8  member of a limited-liability company, the status of the member,

43-9  including the member’s interest, may pass to the heirs, successors and

43-10  assigns of the member by will or applicable law. The heir, successor or

43-11  assign of the member’s interest becomes a substituted member pursuant

43-12  to NRS 86.351, subject to administration as provided by applicable law,

43-13  without the permission or consent of the heirs, successors or assigns or

43-14  those administering the estate of the deceased member.

43-15  Sec. 87.  NRS 86.541 is hereby amended to read as follows:

43-16  86.541  1.  The signed articles of dissolution must be filed with the

43-17  secretary of state. [Unless the secretary of state finds that the articles of

43-18  dissolution do not conform to law, he shall when all fees and license taxes

43-19  prescribed by law have been paid issue a certificate that the limited-

43-20  liability company is dissolved.] Articles of dissolution become effective

43-21  upon filing with the secretary of state.

43-22  2.  Upon the filing of the articles of dissolution the existence of the

43-23  company ceases, except for the purpose of suits, other proceedings and

43-24  appropriate action as provided in this chapter. The manager or managers in

43-25  office at the time of dissolution, or the survivors of them, are thereafter

43-26  trustees for the members and creditors of the dissolved company and as

43-27  such have authority to distribute any property of the company discovered

43-28  after dissolution, convey real estate and take such other action as may be

43-29  necessary on behalf of and in the name of the dissolved company.

43-30  Sec. 88.  NRS 86.561 is hereby amended to read as follows:

43-31  86.561  1.  The secretary of state shall charge and collect for:

43-32  (a) Filing the original articles of organization, or for registration of a

43-33  foreign company, $125;

43-34  (b) Amending or restating the articles of organization, [or] amending

43-35  the registration of a foreign company[,] or filing a certificate of

43-36  correction, $75;

43-37  (c) Filing the articles of dissolution of a domestic or foreign company,

43-38  $30;

43-39  (d) Filing a statement of change of address of a records or registered

43-40  office, or change of the resident agent, $15;

43-41  (e) Certifying articles of organization or an amendment to the articles,

43-42  in both cases where a copy is provided, $10;

43-43  (f) Certifying an authorized printed copy of this chapter, $10;

43-44  (g) Reserving a name for a limited-liability company, $20;

43-45  (h) Filing a certificate of cancellation, $30;

43-46  (i) Executing, filing or certifying any other document, $20; and

43-47  [(i)] (j) Copies made at the office of the secretary of state, $1 per page.

43-48  2.  The secretary of state shall charge and collect at the time of any

43-49  service of process on him as agent for service of process of a limited-

44-1  liability company, $10 which may be recovered as taxable costs by the

44-2  party to the action causing the service to be made if the party prevails in

44-3  the action.

44-4    3.  Except as otherwise provided in this section, the fees set forth in

44-5  NRS 78.785 apply to this chapter.

44-6    Sec. 89.  NRS 86.580 is hereby amended to read as follows:

44-7    86.580  1.  A limited-liability company which did exist or is existing

44-8  [under] pursuant to the laws of this state may, upon complying with the

44-9  provisions of NRS 86.276, procure a renewal or revival of its charter for

44-10  any period, together with all the rights, franchises, privileges and

44-11  immunities, and subject to all its existing and preexisting debts, duties and

44-12  liabilities secured or imposed by its original charter and amendments

44-13  thereto, or existing charter, by filing:

44-14  (a) A certificate with the secretary of state, which must set forth:

44-15     (1) The name of the limited-liability company, which must be the

44-16  name of the limited-liability company at the time of the renewal or revival,

44-17  or its name at the time its original charter expired.

44-18     (2) The name of the person designated as the resident agent of the

44-19  limited-liability company, his street address for the service of process, and

44-20  his mailing address if different from his street address.

44-21     (3) The date when the renewal or revival of the charter is to

44-22  commence or be effective, which may be, in cases of a revival, before the

44-23  date of the certificate.

44-24     (4) Whether or not the renewal or revival is to be perpetual, and, if

44-25  not perpetual, the time for which the renewal or revival is to continue.

44-26     (5) That the limited-liability company desiring to renew or revive its

44-27  charter is, or has been, organized and carrying on the business authorized

44-28  by its existing or original charter and amendments thereto, and desires to

44-29  renew or continue through revival its existence pursuant to and subject to

44-30  the provisions of this chapter.

44-31  (b) A list of its managers, or if there are no managers, all its managing

44-32  members and their post office box or street addresses, either residence or

44-33  business.

44-34  2.  A limited-liability company whose charter has not expired and is

44-35  being renewed shall cause the certificate to be signed by its manager, or if

44-36  there is no manager, by a person designated by its members. The certificate

44-37  must be approved by a majority [of the members.] in interest.

44-38  3.  A limited-liability company seeking to revive its original or

44-39  amended charter shall cause the certificate to be signed by a person or

44-40  persons designated or appointed by the members. The execution and filing

44-41  of the certificate must be approved by the written consent of a majority [of

44-42  the members] in interest and must contain a recital that this consent was

44-43  secured. The limited-liability company shall pay to the secretary of state

44-44  the fee required to establish a new limited-liability company pursuant to

44-45  the provisions of this chapter.

44-46  4.  The filed certificate, or a copy thereof which has been certified

44-47  under the hand and seal of the secretary of state, must be received in all

44-48  courts and places as prima facie evidence of the facts therein stated and of

44-49  the existence of the limited-liability company therein named.

45-1    Sec. 90.  Chapter 87 of NRS is hereby amended by adding thereto a

45-2  new section to read as follows:

45-3    1.  A limited-liability partnership may correct a document filed by the

45-4  secretary of state with respect to the limited-liability partnership if the

45-5  document contains an inaccurate record of a partnership action

45-6  described in the document or was defectively executed, attested, sealed,

45-7  verified or acknowledged.

45-8    2.  To correct a document, the limited-liability partnership must:

45-9    (a) Prepare a certificate of correction that:

45-10     (1) States the name of the limited-liability partnership;

45-11     (2) Describes the document, including, without limitation, its filing

45-12  date;

45-13     (3) Specifies the inaccuracy or defect;

45-14     (4) Sets forth the inaccurate or defective portion of the document in

45-15  an accurate or corrected form; and

45-16     (5) Is signed by a managing partner of the limited-liability

45-17  partnership.

45-18  (b) Deliver the certificate to the secretary of state for filing.

45-19  (c) Pay a filing fee of $75 to the secretary of state.

45-20  3.  A certificate of correction is effective on the effective date of the

45-21  document it corrects except as to persons relying on the uncorrected

45-22  document and adversely affected by the correction. As to those persons,

45-23  the certificate is effective when filed.

45-24  Sec. 91.  NRS 87.550 is hereby amended to read as follows:

45-25  87.550  In addition to any other fees required by NRS 87.440 to

45-26  87.540, inclusive, and 87.560, the secretary of state shall charge and collect

45-27  the following fees for services rendered pursuant to those sections:

45-28  1.  For certifying documents required by NRS 87.440 to 87.540,

45-29  inclusive, and 87.560, $10 per certification.

45-30  2.  For executing a certificate verifying the existence of a registered

45-31  limited-liability partnership, if the registered limited-liability partnership

45-32  has not filed a certificate of amendment, [$15.] $20.

45-33  3.  For executing a certificate verifying the existence of a registered

45-34  limited-liability partnership, if the registered limited-liability partnership

45-35  has filed a certificate of amendment, $20.

45-36  4.  For executing, certifying or filing any certificate or document not

45-37  required by NRS 87.440 to 87.540, inclusive, and 87.560, $20.

45-38  5.  For any copies made by the office of the secretary of state, $1 per

45-39  page.

45-40  6.  For examining and provisionally approving any document before

45-41  the document is presented for filing, $100.

45-42  Sec. 92.  Chapter 88 of NRS is hereby amended by adding thereto the

45-43  provisions set forth as sections 93 and 94 of this act.

45-44  Sec. 93.  1.  A limited partnership may correct a document filed by

45-45  the secretary of state with respect to the limited partnership if the

45-46  document contains an inaccurate record of a partnership action

45-47  described in the document or was defectively executed, attested, sealed,

45-48  verified or acknowledged.

45-49  2.  To correct a document, the limited partnership must:

46-1    (a) Prepare a certificate of correction that:

46-2       (1) States the name of the limited partnership;

46-3      (2) Describes the document, including, without limitation, its filing

46-4  date;

46-5      (3) Specifies the inaccuracy or defect;

46-6      (4) Sets forth the inaccurate or defective portion of the document in

46-7  an accurate or corrected form; and

46-8      (5) Is signed by a general partner of the limited partnership.

46-9    (b) Deliver the certificate to the secretary of state for filing.

46-10  (c) Pay a filing fee of $75 to the secretary of state.

46-11  3.  A certificate of correction is effective on the effective date of the

46-12  document it corrects except as to persons relying on the uncorrected

46-13  document and adversely affected by the correction. As to those persons,

46-14  the certificate is effective when filed.

46-15  Sec. 94.  A general partner of a limited partnership may authorize

46-16  the secretary of state in writing to replace any page of a document

46-17  submitted for filing, on an expedited basis, before the actual filing, and to

46-18  accept the page as if it were part of the originally signed filing.

46-19  Sec. 95.  NRS 88.320 is hereby amended to read as follows:

46-20  88.320  1.  The name proposed for a limited partnership as set forth in

46-21  its certificate of limited partnership:

46-22  (a) Must contain [without abbreviation] the words “limited partnership”

46-23  [;] , or the abbreviation “LP” or “L.P.”

46-24  (b) May not contain the name of a limited partner unless:

46-25     (1) It is also the name of a general partner or the corporate name of a

46-26  corporate general partner; or

46-27     (2) The business of the limited partnership had been carried on under

46-28  that name before the admission of that limited partner; and

46-29  (c) Must be distinguishable on the records of the secretary of state from

46-30  the names of all other artificial persons formed, organized, registered or

46-31  qualified pursuant to the provisions of this Title that are on file in the office

46-32  of the secretary of state and all names that are reserved in the office of the

46-33  secretary of state pursuant to the provisions of this Title. If the name on the

46-34  certificate of limited partnership submitted to the secretary of state is not

46-35  distinguishable from any name on file or reserved name, the secretary of

46-36  state shall return the certificate to the filer, unless the written,

46-37  acknowledged consent to the use of the same or the requested similar name

46-38  of the holder of the name on file or reserved name accompanies the

46-39  certificate of limited partnership.

46-40  2.  For the purposes of this section, a proposed name is not

46-41  distinguished from a name on file or reserved name solely because one or

46-42  the other contains distinctive lettering, a distinctive mark, a trade-mark or a

46-43  trade name, or any combination of these.

46-44  3.  The name of a limited partnership whose right to transact business

46-45  has been forfeited, which has merged and is not the surviving entity or

46-46  whose existence has otherwise terminated is available for use by any other

46-47  artificial person.

46-48  4.  The secretary of state may adopt regulations that interpret the

46-49  requirements of this section.

47-1    Sec. 96.  NRS 88.355 is hereby amended to read as follows:

47-2    88.355  1.  A certificate of limited partnership is amended by filing a

47-3  certificate of amendment thereto in the office of the secretary of state. The

47-4  certificate must set forth:

47-5    (a) The name of the limited partnership; and

47-6    (b) [The date of filing of the certificate of limited partnership; and

47-7    (c)] The amendment.

47-8    2.  Within 30 days after the happening of any of the following events

47-9  an amendment to a certificate of limited partnership reflecting the

47-10  occurrence of the event or events must be filed:

47-11  (a) The admission of a new general partner;

47-12  (b) The withdrawal of a general partner; or

47-13  (c) The continuation of the business under NRS 88.550 after an event of

47-14  withdrawal of a general partner.

47-15  3.  A general partner who becomes aware that any statement in a

47-16  certificate of limited partnership was false when made or that any

47-17  arrangements or other facts described, except the address of its office or the

47-18  name or address of its resident agent, have changed, making the certificate

47-19  inaccurate in any respect, shall promptly amend the certificate.

47-20  4.  A certificate of limited partnership may be amended at any time for

47-21  any other proper purpose the general partners determine.

47-22  5.  No person has any liability because an amendment to a certificate of

47-23  limited partnership has not been filed to reflect the occurrence of any event

47-24  referred to in subsection 2 if the amendment is filed within the 30-day

47-25  period specified in subsection 2.

47-26  6.  A restated certificate of limited partnership may be executed and

47-27  filed in the same manner as a certificate of amendment. If the certificate

47-28  alters or amends the certificate of limited partnership in any manner, it

47-29  must be accompanied by:

47-30  (a) A resolution; or

47-31  (b) A form prescribed by the secretary of state,

47-32  setting forth which provisions of the certificate of limited partnership on

47-33  file with the secretary of state are being altered or amended.

47-34  Sec. 97.  NRS 88.395 is hereby amended to read as follows:

47-35  88.395  1.  A limited partnership shall annually, on or before the last

47-36  day of the month in which the anniversary date of the filing of its

47-37  certificate of limited partnership occurs, file with the secretary of state, on

47-38  a form furnished by him, a list containing:

47-39  (a) The name of the limited partnership;

47-40  (b) The file number of the limited partnership, if known;

47-41  (c) The names of all of its general partners;

47-42  (d) The mailing or street address, either residence or business, of each

47-43  general partner; and

47-44  (e) The signature of a general partner of the limited partnership

47-45  certifying that the list is true, complete and accurate.

47-46  2.  Upon filing the list of general partners, the limited partnership shall

47-47  pay to the secretary of state a fee of $85.

47-48  3.  The secretary of state shall, 60 days before the last day for filing the

47-49  list required by subsection 1, cause to be mailed to each limited partnership

48-1  required to comply with the provisions of this section which has not

48-2  become delinquent a notice of the fee due pursuant to the provisions of

48-3  subsection 2 and a reminder to file the annual list. Failure of any limited

48-4  partnership to receive a notice or form does not excuse it from the penalty

48-5  imposed by NRS 88.400.

48-6    4.  If the list to be filed pursuant to the provisions of subsection 1 is

48-7  defective or the fee required by subsection 2 is not paid, the secretary of

48-8  state may return the list for correction or payment.

48-9    5.  An annual list for a limited partnership not in default that is received

48-10  by the secretary of state more than 60 days before its due date shall be

48-11  deemed an amended list for the previous year and does not satisfy the

48-12  requirements of subsection 1 for the year to which the due date is

48-13  applicable.

48-14  6.  A filing made pursuant to this section does not satisfy the

48-15  provisions of NRS 88.355 and may not be substituted for filings

48-16  submitted pursuant to NRS 88.355.

48-17  Sec. 98.  NRS 88.400 is hereby amended to read as follows:

48-18  88.400  1.  If a [corporation] limited partnership has filed the list in

48-19  compliance with NRS 88.395 and has paid the appropriate fee for the

48-20  filing, the canceled check received by the limited partnership constitutes a

48-21  certificate authorizing it to transact its business within this state until the

48-22  anniversary date of the filing of its certificate of limited partnership in the

48-23  next succeeding calendar year. If the limited partnership desires a formal

48-24  certificate upon its payment of the annual fee, its payment must be

48-25  accompanied by a self-addressed, stamped envelope.

48-26  2.  Each limited partnership which refuses or neglects to file the list and

48-27  pay the fee within the time provided is in default.

48-28  3.  For default there must be added to the amount of the fee a penalty of

48-29  $15, and unless the filings are made and the fee and penalty are paid on or

48-30  before the first day of the ninth month following the month in which filing

48-31  was required, the defaulting limited partnership, by reason of its default,

48-32  forfeits its right to transact any business within this state.

48-33  Sec. 99.  NRS 88.405 is hereby amended to read as follows:

48-34  88.405  1.  The secretary of state shall notify, by letter addressed to its

48-35  resident agent, each defaulting limited partnership. The notice must be

48-36  accompanied by a statement indicating the amount of the filing fee,

48-37  penalties and costs remaining unpaid.

48-38  2.  Immediately after the first [day of the ninth month following]

48-39  anniversary of the month following the month in which filing was

48-40  required, the certificate of the limited partnership is revoked. The secretary

48-41  of state shall compile a complete list containing the names of all limited

48-42  partnerships whose right to do business has been forfeited. The secretary of

48-43  state shall notify, by letter addressed to its resident agent, each limited

48-44  partnership of the revocation of its certificate. The notice must be

48-45  accompanied by a statement indicating the amount of the filing fee,

48-46  penalties and costs remaining unpaid.

48-47  3.  In case of revocation of the certificate and of the forfeiture of the

48-48  right to transact business thereunder,all the property and assets of the

48-49  defaulting domestic limited partnership are held in trust by the general

49-1  partners, and the same proceedings may be had with respect thereto as for

49-2  the judicial dissolution of a limited partnership. Any person interested may

49-3  institute proceedings at any time after a forfeiture has been declared, but if

49-4  the secretary of state reinstates the limited partnership the proceedings

49-5  must at once be dismissed and all property restored to the general partners.

49-6    Sec. 100.  NRS 88.535 is hereby amended to read as follows:

49-7    88.535  1.  On application to a court of competent jurisdiction by any

49-8  judgment creditor of a partner, the court may charge the partnership

49-9  interest of the partner with payment of the unsatisfied amount of the

49-10  judgment with interest. To the extent so charged, the judgment creditor has

49-11  only the rights of an assignee of the partnership interest.

49-12  2.  The court may appoint a receiver of the share of the distributions

49-13  due or to become due to the judgment debtor in respect of the

49-14  partnership. The receiver has only the rights of an assignee. The court

49-15  may make all other orders, directions, accounts and inquiries that the

49-16  judgment debtor might have made or which the circumstances of the case

49-17  may require.

49-18  3.  A charging order constitutes a lien on the partnership interest of

49-19  the judgment debtor. The court may order a foreclosure of the

49-20  partnership interest subject to the charging order at any time. The

49-21  purchaser at the foreclosure sale has only the rights of an assignee.

49-22  4.  Unless otherwise provided in the articles of organization or

49-23  operating agreement, at any time before foreclosure, a partnership

49-24  interest charged may be redeemed:

49-25  (a) By the judgment debtor;

49-26  (b) With property other than property of the limited partnership, by

49-27  one or more of the other partners; or

49-28  (c) By the limited partnership with the consent of all of the partners

49-29  whose interests are not so charged.

49-30  5.  This section provides the exclusive remedy by which a judgment

49-31  creditor of a partner or an assignee of a partner may satisfy a judgment

49-32  out of the partnership interest of the judgment debtor.

49-33  6.  No creditor of a partner has any right to obtain possession of, or

49-34  otherwise exercise legal or equitable remedies with respect to, the

49-35  property of the limited partnership.

49-36  7.  This [chapter] section does not deprive any partner of the benefit of

49-37  any exemption laws applicable to his partnership interest.

49-38  Sec. 101.  Chapter 88A of NRS is hereby amended by adding thereto

49-39  the provisions set forth as sections 102 and 103 of this act.

49-40  Sec. 102.  1.  A business trust may correct a document filed by the

49-41  secretary of state with respect to the business trust if the document

49-42  contains an inaccurate record of a trust action described in the document

49-43  or was defectively executed, attested, sealed, verified or acknowledged.

49-44  2.  To correct a document, the business trust must:

49-45  (a) Prepare a certificate of correction that:

49-46     (1) States the name of the business trust;

49-47     (2) Describes the document, including, without limitation, its filing

49-48  date;

49-49     (3) Specifies the inaccuracy or defect;

50-1      (4) Sets forth the inaccurate or defective portion of the document in

50-2  an accurate or corrected form; and

50-3      (5) Is signed by a trustee of the business trust.

50-4    (b) Deliver the certificate to the secretary of state for filing.

50-5    (c) Pay a filing fee of $75 to the secretary of state.

50-6    3.  A certificate of correction is effective on the effective date of the

50-7  document it corrects except as to persons relying on the uncorrected

50-8  document and adversely affected by the correction. As to those persons,

50-9  the certificate is effective when filed.

50-10  Sec. 103.  A trustee of a business trust may authorize the secretary of

50-11  state in writing to replace any page of a document submitted for filing,

50-12  on an expedited basis, before the actual filing, and to accept the page as

50-13  if it were part of the originally signed filing.

50-14  Sec. 104.  NRS 88A.030 is hereby amended to read as follows:

50-15  88A.030  “Business trust” means an unincorporated association which:

50-16  1.  Is created by a trust instrument under which property is held,

50-17  managed, controlled, invested, reinvested or operated, or any combination

50-18  of these, or business or professional activities for profit are carried on, by a

50-19  trustee for the benefit of the persons entitled to a beneficial interest in the

50-20  trust property; and

50-21  2.  Files a certificate of trust pursuant to NRS 88A.210.

50-22  The term includes, without limitation, a trust of the type known at common

50-23  law as a business trust or Massachusetts trust, a trust qualifying as a real

50-24  estate investment trust pursuant to 26 U.S.C. §§ 856 et seq., as amended, or

50-25  any successor provision, or a trust qualifying as a real estate mortgage

50-26  investment conduit pursuant to 26 U.S.C. § 860D, as amended, or any

50-27  successor provision. [The term does not include a corporation as that term

50-28  is defined in 11 U.S.C. § 101(9).]

50-29  Sec. 105.  NRS 88A.220 is hereby amended to read as follows:

50-30  88A.220  1.  A certificate of trust may be amended by filing with the

50-31  secretary of state a certificate of amendment signed by at least one trustee.

50-32  The certificate of amendment must set forth:

50-33  (a) The name of the business trust; and

50-34  (b) [The date of filing of the original certificate of trust; and

50-35  (c)] The amendment to the certificate of trust.

50-36  2.  A certificate of trust may be restated by integrating into a single

50-37  instrument all the provisions of the original certificate, and all amendments

50-38  to the certificate, which are then in effect or are to be made by the

50-39  restatement. The restated certificate of trust must be so designated in its

50-40  heading, must be signed by at least one trustee and must set forth:

50-41  (a) The present name of the business trust and, if the name has been

50-42  changed, the name under which the business trust was originally formed;

50-43  (b) The date of filing of the original certificate of trust;

50-44  (c) The provisions of the original certificate of trust, and all

50-45  amendments to the certificate, which are then in effect; and

50-46  (d) Any further amendments to the certificate of trust.

50-47  3.  A certificate of trust may be amended or restated at any time for any

50-48  purpose determined by the trustees.

 

51-1    Sec. 106.  NRS 88A.640 is hereby amended to read as follows:

51-2    88A.640  1.  The secretary of state shall notify, by letter addressed to

51-3  its resident agent, each business trust deemed in default pursuant to the

51-4  provisions of this chapter. The notice must be accompanied by a statement

51-5  indicating the amount of the filing fee, penalties and costs remaining

51-6  unpaid.

51-7    2.  [On the first day of the ninth month following] Immediately after

51-8  the first anniversary of the month following the month in which the filing

51-9  was required, the certificate of trust of the business trust is revoked and its

51-10  right to transact business is forfeited.

51-11  3.  The secretary of state shall compile a complete list containing the

51-12  names of all business trusts whose right to do business has been forfeited.

51-13  He shall forthwith notify each such business trust, by letter addressed to its

51-14  resident agent, of the revocation of its certificate of trust. The notice must

51-15  be accompanied by a statement indicating the amount of the filing fee,

51-16  penalties and costs remaining unpaid.

51-17  4.  If the certificate of trust is revoked and the right to transact business

51-18  is forfeited, all the property and assets of the defaulting business trust must

51-19  be held in trust by its trustees as for insolvent business trusts, and the same

51-20  proceedings may be had with respect thereto as are applicable to insolvent

51-21  business trusts. Any person interested may institute proceedings at any

51-22  time after a forfeiture has been declared, but if the secretary of state

51-23  reinstates the certificate of trust, the proceedings must at once be

51-24  dismissed.

51-25  Sec. 107.  NRS 88A.900 is hereby amended to read as follows:

51-26  88A.900  The secretary of state shall charge and collect the following

51-27  fees for:

51-28  1.  Filing an original certificate of trust, or for registering a foreign

51-29  business trust, $125.

51-30  2.  Filing an amendment or restatement, or a combination thereof, to a

51-31  certificate of trust, $75.

51-32  3.  Filing a certificate of cancellation, $125.

51-33  4.  Certifying a copy of a certificate of trust or an amendment or

51-34  restatement, or a combination thereof, $10 per certification.

51-35  5.  Certifying an authorized printed copy of this chapter, $10.

51-36  6.  Reserving a name for a business trust, $20.

51-37  7.  Executing a certificate of existence of a business trust which does

51-38  not list the previous documents relating to it, or a certificate of change in

51-39  the name of a business trust, [$15.] $20.

51-40  8.  Executing a certificate of existence of a business trust which lists

51-41  the previous documents relating to it, $20.

51-42  9.  Filing a statement of change of address of the registered office for

51-43  each business trust, $15.

51-44  10.  Filing a statement of change of the registered agent, $15.

51-45  11.  Executing, certifying or filing any certificate or document not

51-46  otherwise provided for in this section, $20.

51-47  12.  Examining and provisionally approving a document before the

51-48  document is presented for filing, $100.

51-49  13.  Copying a document on file with him, for each page, $1.

52-1    Sec. 108.  Chapter 92A of NRS is hereby amended by adding thereto

52-2  the provisions set forth as sections 109 to 115, inclusive, of this act.

52-3    Sec. 109.  “Domestic general partnership” means a general

52-4  partnership governed by the provisions of chapter 87 of NRS.

52-5    Sec. 110.  “Resulting entity” means, with respect to a conversion, the

52-6  entity that results from conversion of the constituent entity.

52-7    Sec. 111. 1.  Except as limited by NRS 78.411 to 78.444, inclusive,

52-8  one domestic general partnership or one domestic entity, except a

52-9  domestic nonprofit corporation, may convert into a domestic entity or a

52-10  foreign entity if the plan of conversion is approved pursuant to the

52-11  provisions of this chapter.

52-12  2.  The plan of conversion must be in writing and set forth the:

52-13  (a) Name of the constituent entity and the proposed name for the

52-14  resulting entity;

52-15  (b) Address of the constituent entity and the resulting entity;

52-16  (c) Jurisdiction of the law that governs the constituent entity;

52-17  (d) Jurisdiction of the law that will govern the resulting entity;

52-18  (e) Terms and conditions of the conversion;

52-19  (f) Manner and basis of converting the owner’s interest or the interest

52-20  of a partner in a general partnership of the constituent entity into

52-21  owner’s interests, rights of purchase and other securities in the resulting

52-22  entity; and

52-23  (g) Full text of the constituent documents of the resulting entity.

52-24  3.  The plan of conversion may set forth other provisions relating to

52-25  the conversion.

52-26  Sec. 112.  Unless otherwise provided in the partnership agreement,

52-27  all partners must approve a plan of conversion involving a domestic

52-28  general partnership.

52-29  Sec. 113. 1.  One foreign entity or foreign general partnership may

52-30  convert into one domestic entity if:

52-31  (a) The conversion is permitted by the law of the jurisdiction

52-32  governing the foreign entity or foreign general partnership and the

52-33  foreign entity or foreign general partnership complies with that law in

52-34  effecting the conversion;

52-35  (b) The foreign entity or foreign general partnership complies with the

52-36  applicable provisions of section 114 of this act and, if it is the resulting

52-37  entity in the conversion, with NRS 92A.210 to 92A.240, inclusive; and

52-38  (c) The domestic entity complies with the applicable provisions of NRS

52-39  92A.120, 92A.140 and 92A.165 and sections 111 and 112 of this act and,

52-40  if it is the resulting entity in the conversion, with NRS 92A.210 to

52-41  92A.240, inclusive, and section 114 of this act.

52-42  2.  When the conversion takes effect, the resulting foreign entity in a

52-43  conversion shall be deemed to have appointed the secretary of state as its

52-44  agent for service of process in a proceeding to enforce any obligation.

52-45  Service of process must be made personally by delivering to and leaving

52-46  with the secretary of state duplicate copies of the process and the

52-47  payment of a fee of $25 for accepting and transmitting the process. The

52-48  secretary of state shall send one of the copies of the process by registered

52-49  or certified mail to the resulting entity at its specified address, unless the

53-1  resulting entity has designated in writing to the secretary of state a

53-2  different address for that purpose, in which case it must be mailed to the

53-3  last address so designated.

53-4    Sec. 114. 1.  After a plan of conversion is approved as required by

53-5  this chapter, if the resulting entity is a domestic entity, the constituent

53-6  entity shall deliver to the secretary of state for filing:

53-7    (a) Articles of conversion setting forth:

53-8      (1) The name and jurisdiction of organization of the constituent

53-9  entity and the resulting entity; and

53-10     (2) That a plan of conversion has been adopted by the constituent

53-11  entity in compliance with the law of the jurisdiction governing the

53-12  constituent entity.

53-13  (b) The following constituent document of the domestic resulting

53-14  entity:

53-15     (1) If the resulting entity is a domestic corporation, the articles of

53-16  incorporation filed in compliance with chapter 78 or 89 of NRS, as

53-17  applicable;

53-18     (2) If the resulting entity is a domestic limited partnership, the

53-19  certificate of limited partnership filed in compliance with chapter 88 of

53-20  NRS;

53-21     (3) If the resulting entity is a domestic limited-liability company, the

53-22  articles of organization filed in compliance with chapter 86 of NRS; or

53-23     (4) If the resulting entity is a domestic business trust, the certificate

53-24  of trust filed in compliance with chapter 88A of NRS.

53-25  (c) A certificate of acceptance of appointment of a resident agent for

53-26  the resulting entity which is executed by the resident agent.

53-27  2.  After a plan of conversion is approved as required by this chapter,

53-28  if the resulting entity is a foreign entity, the constituent entity shall

53-29  deliver to the secretary of state for filing articles of conversion setting

53-30  forth:

53-31  (a) The name and jurisdiction of organization of the constituent entity

53-32  and the resulting entity;

53-33  (b) That a plan of conversion has been adopted by the constituent

53-34  entity in compliance with the laws of this state; and

53-35  (c) The address of the resulting entity where copies of process may be

53-36  sent by the secretary of state.

53-37  3.  If the entire plan of conversion is not set forth in the articles of

53-38  conversion, the filing party must include in the articles of conversion a

53-39  statement that the complete executed plan of conversion is on file at the

53-40  registered office or principal place of business of the resulting entity or,

53-41  if the resulting entity is a domestic limited partnership, the office

53-42  described in paragraph (a) of subsection 1 of NRS 88.330.

53-43  4.  If the conversion takes effect on a later date specified in the

53-44  articles of conversion pursuant to NRS 92A.240, the constituent

53-45  document filed with the secretary of state pursuant to paragraph (b) of

53-46  subsection 1 must state the name and the jurisdiction of the constituent

53-47  entity and that the existence of the resulting entity does not begin until

53-48  the later date.

54-1    5.  Any documents filed with the secretary of state pursuant to this

54-2  section must be accompanied by the fees required pursuant to this Title

54-3  for filing the constituent document.

54-4    Sec. 115.  1.  Any undomesticated organization may become

54-5  domesticated in this state as a domestic entity by:

54-6    (a) Paying to the secretary of state the fees required pursuant to this

54-7  Title for filing the constituent document; and

54-8    (b) Filing with the secretary of state:

54-9      (1) Articles of domestication which must be executed by an

54-10  authorized representative of the undomesticated organization approved

54-11  in compliance with subsection 6;

54-12     (2) The appropriate constituent document for the type of domestic

54-13  entity described in paragraph (b) of subsection 1 of section 114 of this

54-14  act; and

54-15     (3) A certificate of acceptance of appointment of a resident agent

54-16  for the domestic entity which is executed by the resident agent.

54-17  2.  The articles of domestication must set forth the:

54-18  (a) Date when and the jurisdiction where the undomesticated

54-19  organization was first formed, incorporated, organized or otherwise

54-20  created;

54-21  (b) Name of the undomesticated organization immediately before

54-22  filing the articles of domestication;

54-23  (c) Name and type of domestic entity as set forth in its constituent

54-24  document pursuant to subsection 1; and

54-25  (d) Jurisdiction that constituted the principal place of business or

54-26  central administration of the undomesticated organization, or any other

54-27  equivalent thereto pursuant to applicable law,

54-28  immediately before filing the articles of domestication.

54-29  3.  Upon filing the articles of domestication, the constituent document

54-30  and the certificate of acceptance of appointment of a resident agent with

54-31  the secretary of state, and the payment of the requisite fee for filing the

54-32  constituent document of the domestic entity, the undomesticated

54-33  organization is domesticated in this state as the domestic entity described

54-34  in the constituent document filed pursuant to subsection 1. The existence

54-35  of the domestic entity begins on the date the undomesticated organization

54-36  began its existence in the jurisdiction in which the undomesticated

54-37  organization was first formed, incorporated, organized or otherwise

54-38  created.

54-39  4.  The domestication of any undomesticated organization does not

54-40  affect any obligations or liabilities of the undomesticated organization

54-41  incurred before its domestication.

54-42  5.  The filing of the constituent document of the domestic entity

54-43  pursuant to subsection 1 does not affect the choice of law applicable to

54-44  the undomesticated organization. From the date the constituent

54-45  document of the domestic entity is filed, the law of this state applies to the

54-46  domestic entity to the same extent as if the undomesticated organization

54-47  was organized and created as a domestic entity on that date.

54-48  6.  Before filing articles of domestication, the domestication must be

54-49  approved in the manner required by:

55-1    (a) The document, instrument, agreement or other writing governing

55-2  the internal affairs of the undomesticated organization and the conduct

55-3  of its business; and

55-4    (b) Applicable foreign law.

55-5    7.  When a domestication becomes effective, all rights, privileges and

55-6  powers of the undomesticated organization, all property owned by the

55-7  undomesticated organization, all debts due to the undomesticated

55-8  organization, and all causes of action belonging to the undomesticated

55-9  organization are vested in the domestic entity and become the property of

55-10  the domestic entity to the same extent as vested in the undomesticated

55-11  organization immediately before domestication. The title to any real

55-12  property vested by deed or otherwise in the undomesticated organization

55-13  is not reverted or impaired by the domestication. All rights of creditors

55-14  and all liens upon any property of the undomesticated organization are

55-15  preserved unimpaired and all debts, liabilities and duties of an

55-16  undomesticated organization that has been domesticated attach to the

55-17  domestic entity resulting from the domestication and may be enforced

55-18  against it to the same extent as if the debts, liability and duties had been

55-19  incurred or contracted by the domestic entity.

55-20  8.  When an undomesticated organization is domesticated, the

55-21  domestic entity resulting from the domestication is for all purposes

55-22  deemed to be the same entity as the undomesticated organization. Unless

55-23  otherwise agreed by the owners of the undomesticated organization or as

55-24  required pursuant to applicable foreign law, the domestic entity resulting

55-25  from the domestication is not required to wind up its affairs, pay its

55-26  liabilities or distribute its assets. The domestication of an undomesticated

55-27  organization does not constitute the dissolution of the undomesticated

55-28  organization. The domestication constitutes a continuation of the

55-29  existence of the undomesticated organization in the form of a domestic

55-30  entity. If, following domestication, an undomesticated organization that

55-31  has become domesticated pursuant to this section continues its existence

55-32  in the foreign country or foreign jurisdiction in which it was existing

55-33  immediately before the domestication, the domestic entity and the

55-34  undomesticated organization are for all purposes a single entity formed,

55-35  incorporated, organized or otherwise created and existing pursuant to the

55-36  laws of this state and the laws of the foreign country or other foreign

55-37  jurisdiction.

55-38  9.  As used in this section, “undomesticated organization” means any

55-39  incorporated organization, private law corporation, whether or not

55-40  organized for business purposes, public law corporation, general

55-41  partnership, registered limited-liability partnership, limited partnership

55-42  or registered limited-liability limited partnership, proprietorship, joint

55-43  venture, foundation, business trust, real estate investment trust, common

55-44  law trust or any other unincorporated business formed, organized,

55-45  created or the internal affairs of which are governed by the laws of any

55-46  foreign country or jurisdiction other than the United States, the District

55-47  of Columbia or another state, territory, possession, commonwealth or

55-48  dependency of the United States.

 

56-1    Sec. 116.  NRS 92A.005 is hereby amended to read as follows:

56-2    92A.005  As used in this chapter, unless the context otherwise requires,

56-3  the words and terms defined in NRS 92A.007 to 92A.080, inclusive, and

56-4  sections 109 and 110 of this act have the meanings ascribed to them in

56-5  those sections.

56-6    Sec. 117.  NRS 92A.010 is hereby amended to read as follows:

56-7    92A.010  “Constituent document” means the articles of incorporation

56-8  or bylaws of a corporation, whether or not for profit, the articles of

56-9  organization or operating agreement of a limited-liability company , [or]

56-10  the certificate of limited partnership or partnership agreement of a limited

56-11  partnership[.] , or the certificate of trust or governing instrument of a

56-12  business trust.

56-13  Sec. 118.  NRS 92A.015 is hereby amended to read as follows:

56-14  92A.015  “Constituent entity” means[, with] :

56-15  1.  With respect to a merger, each merging or surviving entity [and,

56-16  with] ;

56-17  2.  With respect to an exchange, each entity whose owner’s interests

56-18  will be acquired or each entity acquiring those interests[.] ; and

56-19  3.  With respect to the conversion of an entity or a general

56-20  partnership, the entity or general partnership that will be converted into

56-21  another entity.

56-22  Sec. 119.  NRS 92A.070 is hereby amended to read as follows:

56-23  92A.070  “Member” means:

56-24  1.  A [person who owns an interest in, and has the right to participate in

56-25  the management of the business and affairs of a domestic limited-liability

56-26  company;] member of a limited-liability company, as defined in NRS

56-27  86.081; or

56-28  2.  A member of a nonprofit corporation which has members.

56-29  Sec. 120.  NRS 92A.075 is hereby amended to read as follows:

56-30  92A.075  “Owner” means the holder of an interest described in NRS

56-31  92A.080[.] or a noneconomic member of a limited-liability company

56-32  described in section 53 of this act.

56-33  Sec. 121.  NRS 92A.120 is hereby amended to read as follows:

56-34  92A.120  1.  After adopting a plan of merger [or exchange,] ,

56-35  exchange or conversion, the board of directors of each domestic

56-36  corporation that is a constituent entity in the merger[,] or conversion, or

56-37  the board of directors of the domestic corporation whose shares will be

56-38  acquired in the exchange, must submit the plan of merger, except as

56-39  otherwise provided in NRS 92A.130, the plan of conversion or the plan of

56-40  exchange for approval by its stockholders[.] who are entitled to vote on

56-41  the plan.

56-42  2.  For a plan of merger , conversion or exchange to be approved:

56-43  (a) The board of directors must recommend the plan of merger ,

56-44  conversion or exchange to the stockholders, unless the board of directors

56-45  determines that because of a conflict of interest or other special

56-46  circumstances it should make no recommendation and it communicates the

56-47  basis for its determination to the stockholders with the plan; and

56-48  (b) The stockholders entitled to vote must approve the plan.

57-1    3.  The board of directors may condition its submission of the proposed

57-2  merger , conversion or exchange on any basis.

57-3    4.  [The] Unless the plan of merger, conversion or exchange is

57-4  approved by the written consent of stockholders pursuant to subsection 8,

57-5  the domestic corporation must notify each stockholder, whether or not he is

57-6  entitled to vote, of the proposed stockholders’ meeting in accordance with

57-7  NRS 78.370. The notice must also state that the purpose, or one of the

57-8  purposes, of the meeting is to consider the plan of merger , conversion or

57-9  exchange and must contain or be accompanied by a copy or summary of

57-10  the plan.

57-11  5.  Unless this chapter, the articles of incorporation , the resolutions of

57-12  the board of directors establishing the class or series of stock, subsection

57-13  6 or the board of directors acting pursuant to subsection 3 require a greater

57-14  vote or a vote by classes of stockholders, the plan of merger or [exchange

57-15  to be authorized] conversion must be approved by a majority of the voting

57-16  power [unless stockholders of a class of shares are entitled to vote thereon

57-17  as a class. If stockholders of a class of shares are so entitled, the plan must

57-18  be approved by a majority of all votes entitled to be cast on the plan by

57-19  each class and representing a majority of all votes entitled to be voted.

57-20  6.  Separate voting by a class of stockholders is required:

57-21  (a) On a plan of merger if the plan contains a provision that, if

57-22  contained in the proposed amendment to the articles of incorporation,

57-23  would entitle particular stockholders to vote as a class on the proposed

57-24  amendment; and

57-25  (b) On a plan of exchange by each class or series of shares included in

57-26  the exchange, with each class or series constituting a separate voting class.

57-27  7.] of the stockholders.

57-28  6.  Unless the articles of incorporation or the resolution of the board

57-29  of directors establishing a class or series of stock provide otherwise, or

57-30  unless the board of directors acting pursuant to subsection 3 requires a

57-31  greater vote, the plan of exchange must be approved by a majority of the

57-32  voting power of each class and each series to be exchanged pursuant to

57-33  the plan of exchange.

57-34  7.  In addition to any other vote required, if a plan of merger contains

57-35  an amendment to the articles of incorporation of the surviving domestic

57-36  corporation or if a plan of conversion provides for a resulting entity with

57-37  constituent documents, that adversely alter or change any preference or

57-38  other right given to any class or series of outstanding stock of the

57-39  surviving domestic corporation, then the plan of merger or conversion

57-40  must be approved by the vote of stockholders representing a majority of

57-41  the voting power of each class or series adversely affected by the

57-42  amendment or the constituent documents, regardless of limitations or

57-43  restrictions on the voting power of that class or series of stock.

57-44  8. Unless otherwise provided in the articles of incorporation or the

57-45  bylaws of the domestic corporation, the plan of merger , conversion or

57-46  exchange may be approved by written consent as provided in NRS 78.320.

57-47  9.  If an officer, director or stockholder of a domestic corporation,

57-48  which will be the constituent entity in a conversion, will have any liability

57-49  for the obligations of the resulting entity after the conversion because he

58-1  will be the owner of an owner’s interest in the resulting entity, then that

58-2  officer, director or stockholder must also approve the plan of conversion.

58-3    10.  Unless otherwise provided in the articles of incorporation or

58-4  bylaws of a domestic corporation, a plan of merger, conversion or

58-5  exchange may contain a provision that permits amendment of the plan of

58-6  merger, conversion or exchange at any time after the stockholders of the

58-7  domestic corporation approve the plan of merger, conversion or

58-8  exchange, but before the articles of merger, conversion or exchange

58-9  become effective, without obtaining the approval of the stockholders of

58-10  the domestic corporation for the amendment if the amendment does not:

58-11  (a) Alter or change the manner or basis of exchanging an owner’s

58-12  interest to be acquired for owner’s interests, rights to purchase owner’s

58-13  interests, or other securities of the acquiring entity or any other entity, or

58-14  for cash or other property in whole or in part; or

58-15  (b) Alter or change any of the terms and conditions of the plan of

58-16  merger, conversion or exchange in a manner that adversely affects the

58-17  stockholders of the domestic corporation.

58-18  11.  This section does not prevent or restrict a board of directors from

58-19  canceling the proposed meeting or removing the plan of merger,

58-20  conversion or exchange from consideration at the meeting if the board of

58-21  directors determines that it is not advisable to submit the plan of merger,

58-22  conversion or exchange to the stockholders for approval.

58-23  Sec. 122.  NRS 92A.140 is hereby amended to read as follows:

58-24  92A.140  1.  Unless otherwise provided in the partnership agreement

58-25  or the certificate of limited partnership, a plan of merger , conversion or

58-26  exchange involving a domestic limited partnership must be approved by all

58-27  general partners and by limited partners who own a majority in interest of

58-28  the partnership then owned by all the limited partners. If the partnership

58-29  has more than one class of limited partners, the plan of merger , conversion

58-30  or exchange must be approved by those limited partners who own a

58-31  majority in interest of the partnership then owned by the limited partners in

58-32  each class.

58-33  2.  For the purposes of this section, “majority in interest of the

58-34  partnership” means a majority of the interests in capital and profits of the

58-35  limited partners of a domestic limited partnership which:

58-36  (a) In the case of capital, is determined as of the date of the approval of

58-37  the plan of merger , conversion or exchange.

58-38  (b) In the case of profits, is based on any reasonable estimate of profits

58-39  for the period beginning on the date of the approval of the plan of merger ,

58-40  conversion or exchange and ending on the anticipated date of the

58-41  termination of the domestic limited partnership, including any present or

58-42  future division of profits distributed pursuant to the partnership agreement.

58-43  3.  If any partner of a domestic limited partnership, which will be the

58-44  constituent entity in a conversion, will have any liability for the

58-45  obligations of the resulting entity after the conversion because he will be

58-46  the owner of an owner’s interest in the resulting entity, then that partner

58-47  must also approve the plan of conversion.

 

 

59-1    Sec. 123.  NRS 92A.150 is hereby amended to read as follows:

59-2    92A.150  1.  Unless otherwise provided in the articles of organization

59-3  or an operating agreement:

59-4    [1.] (a) A plan of merger , conversion or exchange involving a

59-5  domestic limited-liability company must be approved by members who

59-6  own a majority of the interests in the current profits of the company then

59-7  owned by all of the members; and

59-8    [2.] (b) If the company has more than one class of members, the plan of

59-9  merger , conversion or exchange must be approved by those members who

59-10  own a majority of the interests in the current profits of the company then

59-11  owned by the members in each class.

59-12  2.  If any manager or member of a domestic limited-liability

59-13  company, which will be the constituent entity in a conversion, will have

59-14  any liability for the obligations of the resulting entity after the conversion

59-15  because he will be the owner of an owner’s interest in the resulting

59-16  entity, then that manager or member must also approve the plan of

59-17  conversion.

59-18  Sec. 124.  NRS 92A.165 is hereby amended to read as follows:

59-19  92A.165  Unless otherwise provided in the certificate of trust or

59-20  governing instrument of a business trust, a plan of merger , conversion or

59-21  exchange must be approved by all the trustees and beneficial owners of

59-22  each business trust that is a constituent entity in the merger.

59-23  Sec. 125.  NRS 92A.170 is hereby amended to read as follows:

59-24  92A.170  After a merger , conversion or exchange is approved, and at

59-25  any time before the articles of merger , conversion or exchange are filed,

59-26  the planned merger , conversion or exchange may be abandoned, subject to

59-27  any contractual rights, without further action, in accordance with the

59-28  procedure set forth in the plan of merger , conversion or exchange or, if

59-29  none is set forth, in the case of:

59-30  1.  A domestic corporation, whether or not for profit, by the board of

59-31  directors;

59-32  2.  A domestic limited partnership, unless otherwise provided in the

59-33  partnership agreement or certificate of limited partnership, by all general

59-34  partners;

59-35  3.  A domestic limited-liability company, unless otherwise provided in

59-36  the articles of organization or an operating agreement, by members who

59-37  own a majority in interest in the current profits of the company then

59-38  owned by all of the members or, if the company has more than one class of

59-39  members, by members who own a majority in interest in the current

59-40  profits of the company then owned by the members in each class; [and]

59-41  4.  A domestic business trust, unless otherwise provided in the

59-42  certificate of trust or governing instrument, by all the trustees[.] ; and

59-43  5.  A domestic general partnership, unless otherwise provided in the

59-44  partnership agreement, by all the partners.

59-45  Sec. 126.  NRS 92A.175 is hereby amended to read as follows:

59-46  92A.175  After a merger , conversion or exchange is approved, at any

59-47  time after the articles of merger , conversion or exchange are filed but

59-48  before an effective date specified in the articles which is later than the date

59-49  of filing the articles, the planned merger , conversion or exchange may be

60-1  terminated in accordance with a procedure set forth in the plan of merger ,

60-2  conversion or exchange by filing articles of termination pursuant to the

60-3  provisions of NRS 92A.240.

60-4    Sec. 127.  NRS 92A.180 is hereby amended to read as follows:

60-5    92A.180  1.  A parent domestic corporation, whether or not for profit,

60-6  parent domestic limited-liability company , unless otherwise provided in

60-7  the articles of organization or operating agreement, or parent domestic

60-8  limited partnership owning at least 90 percent of the outstanding shares of

60-9  each class of a subsidiary corporation, 90 percent of the percentage or other

60-10  interest in the capital and profits of a subsidiary [limited partnership]

60-11  limited-liability company then owned by [both the general and] each class

60-12  of [limited partners] members or 90 percent of the percentage or other

60-13  interest in the capital and profits of a subsidiary [limited-liability company

60-14  then owned by each class of members] limited partnership then owned by

60-15  both the general partners and each class of limited partners may merge

60-16  the subsidiary into itself without approval of the owners of the owner’s

60-17  interests of the parent domestic corporation, domestic limited-liability

60-18  company or domestic limited partnership or the owners of the owner’s

60-19  interests of a subsidiary domestic corporation, subsidiary domestic limited-

60-20  liability company or subsidiary domestic limited partnership.

60-21  2.  A parent domestic corporation, whether or not for profit, parent

60-22  domestic limited-liability company, unless otherwise provided in the

60-23  articles of organization, or parent domestic limited partnership owning at

60-24  least 90 percent of the outstanding shares of each class of a subsidiary

60-25  corporation, 90 percent of the percentage or other interest in the capital

60-26  and profits of a subsidiary limited-liability company then owned by each

60-27  class of members, or 90 percent of the percentage or other interest in the

60-28  capital and profits of a subsidiary limited partnership then owned by both

60-29  the general partners and each class of limited partners may merge with

60-30  and into the subsidiary without approval of the owners of the owner’s

60-31  interests of the subsidiary domestic corporation, subsidiary domestic

60-32  limited-liability company or subsidiary domestic limited partnership.

60-33  3.  The board of directors of [the] a parent corporation, the managers of

60-34  a parent limited-liability company with managers unless otherwise

60-35  provided in the operating agreement, all [the] members of a parent limited-

60-36  liability company without managers unless otherwise provided in the

60-37  operating agreement, or all [the] general partners of [the] a parent limited

60-38  partnership shall adopt a plan of merger that sets forth:

60-39  (a) The names of the parent and subsidiary; and

60-40  (b) The manner and basis of converting the owner’s interests of the

60-41  disappearing entity into the owner’s interests, obligations or other

60-42  securities of the surviving or any other entity or into cash or other property

60-43  in whole or in part.

60-44  [3.] 4.  The parent shall mail a copy or summary of the plan of merger

60-45  to each owner of the subsidiary who does not waive the mailing

60-46  requirement in writing.

60-47  [4.  The parent may not deliver articles of merger to the secretary of

60-48  state for filing until at least 30 days after the date the parent mailed a copy

61-1  of the plan of merger to each owner of the subsidiary who did not waive

61-2  the requirement of mailing.]

61-3    5.  Articles of merger under this section may not contain amendments

61-4  to the constituent documents of the surviving entity[.] except that the

61-5  name of the surviving entity may be changed.

61-6    6.  The articles of incorporation of a domestic corporation, the

61-7  articles of organization of a domestic limited-liability company, the

61-8  certificate of limited partnership of a domestic limited partnership or the

61-9  certificate of trust of a domestic business trust may forbid that entity

61-10  from entering into a merger pursuant to this section.

61-11  Sec. 128.  NRS 92A.200 is hereby amended to read as follows:

61-12  92A.200  After a plan of merger or exchange is approved as required

61-13  by this chapter, the surviving or acquiring entity shall deliver to the

61-14  secretary of state for filing articles of merger or exchange setting forth:

61-15  1.  The name and jurisdiction of organization of each constituent entity;

61-16  2.  That a plan of merger or exchange has been adopted by each

61-17  constituent entity;

61-18  3.  If approval of the owners of one or more constituent entities was not

61-19  required, a statement to that effect and the name of each entity;

61-20  4.  If approval of owners of one or more constituent entities was

61-21  required, the name of each entity and a statement for each entity that:

61-22  (a) The plan was approved by the [unanimous] required consent of the

61-23  owners; or

61-24  (b) A plan was submitted to the owners pursuant to this chapter

61-25  including:

61-26     (1) The designation, percentage of total vote or number of votes

61-27  entitled to be cast by each class of owner’s interests entitled to vote

61-28  separately on the plan; and

61-29     (2) Either the total number of votes or percentage of owner’s interests

61-30  cast for and against the plan by the owners of each class of interests

61-31  entitled to vote separately on the plan or the total number of undisputed

61-32  votes or undisputed total percentage of owner’s interests cast for the plan

61-33  separately by the owners of each class,

61-34  and the number of votes or percentage of owner’s interests cast for the plan

61-35  by the owners of each class of interests was sufficient for approval by the

61-36  owners of that class;

61-37  5.  In the case of a merger, the amendment , if any, to the articles of

61-38  incorporation, articles of organization, certificate of limited partnership or

61-39  certificate of trust of the surviving entity[; and] , which amendment may

61-40  be set forth in the articles of merger as a specific amendment or in the

61-41  form of:

61-42  (a) Amended and restated articles of incorporation;

61-43  (b) Amended and restated articles of organization;

61-44  (c) An amended and restated certificate of limited partnership; or

61-45  (d) An amended and restated certificate of trust,

61-46  or attached in that form as an exhibit; and

61-47  6.  If the entire plan of merger or exchange is not set forth, a statement

61-48  that the complete executed plan of merger or plan of exchange is on file at

61-49  the registered office if a corporation, limited-liability company or business

62-1  trust, or office described in paragraph (a) of subsection 1 of NRS 88.330 if

62-2  a limited partnership, or other place of business of the surviving entity or

62-3  the acquiring entity, respectively.

62-4  Any of the terms of the plan of merger, conversion or exchange may be

62-5  made dependent upon facts ascertainable outside of the plan of merger,

62-6  conversion or exchange, provided that the plan of merger, conversion or

62-7  exchange clearly and expressly sets forth the manner in which such facts

62-8  shall operate upon the terms of the plan. As used in this section, the term

62-9  “facts” includes, without limitation, the occurrence of an event,

62-10  including a determination or action by a person or body, including a

62-11  constituent entity.

62-12  Sec. 129.  NRS 92A.210 is hereby amended to read as follows:

62-13  92A.210  [The]

62-14  1.  Except as otherwise provided in this section, the fee for filing

62-15  articles of merger, articles of conversion, articles of exchange , articles of

62-16  domestication or articles of termination is $125. The fee for filing the

62-17  constituent documents of a domestic resulting entity is the fee for filing

62-18  the constituent documents determined by the chapter of NRS governing

62-19  the particular domestic resulting entity.

62-20  2.  The fee for filing articles of merger of two or more domestic

62-21  corporations is the difference between the fee computed at the rates

62-22  specified in NRS 78.760 upon the aggregate authorized stock of the

62-23  corporation created by the merger and the fee computed upon the

62-24  aggregate amount of the total authorized stock of the constituent

62-25  corporation.

62-26  3.  The fee for filing articles of merger of one or more domestic

62-27  corporations with one or more foreign corporations is the difference

62-28  between the fee computed at the rates specified in NRS 78.760 upon the

62-29  aggregate authorized stock of the corporation created by the merger and

62-30  the fee computed upon the aggregate amount of the total authorized

62-31  stock of the constituent corporations which have paid the fees required

62-32  by NRS 78.760 and 80.050.

62-33  4.  The fee for filing articles of merger of two or more domestic or

62-34  foreign corporations must not be less than $125. The amount paid

62-35  pursuant to subsection 3 must not exceed $25,000.

62-36  Sec. 130.  NRS 92A.220 is hereby amended to read as follows:

62-37  92A.220  If the entire plan of merger , conversion or exchange is not

62-38  set forth[,] in the articles of merger, conversion or exchange, a copy of

62-39  the plan of merger , conversion or exchange must be furnished by the

62-40  surviving , [or] acquiring or resulting entity, on request and without cost,

62-41  to any owner of any entity which is a party to the merger , conversion or

62-42  exchange.

62-43  Sec. 131.  NRS 92A.230 is hereby amended to read as follows:

62-44  92A.230  1.  Articles of merger , conversion or exchange must be

62-45  signed by each domestic constituent entity as follows:

62-46  (a) By [the president or a vice president] an officer of a domestic

62-47  corporation, whether or not for profit;

62-48  (b) By all the general partners of a domestic limited partnership;

63-1    (c) By a manager of a domestic limited-liability company with

63-2  managers or by all the members of a domestic limited-liability company

63-3  without managers; and

63-4    (d) By a trustee of a domestic business trust.

63-5    2.  [If the domestic entity is a corporation, the articles must also be

63-6  signed by the secretary or an assistant secretary.

63-7    3.] Articles of merger , conversion or exchange must be signed by each

63-8  foreign constituent entity in the manner provided by the law governing it.

63-9    [4.] 3.  As used in this section, “signed” means to have executed or

63-10  adopted a name, word or mark, including, without limitation, a digital

63-11  signature as defined in NRS 720.060, with the present intention to

63-12  authenticate a document.

63-13  Sec. 132.  NRS 92A.240 is hereby amended to read as follows:

63-14  92A.240  1.  A merger , conversion or exchange takes effect upon

63-15  filing the articles of merger , conversion or exchange or upon a later date

63-16  as specified in the articles, which must not be more than 90 days after the

63-17  articles are filed.

63-18  2.  If the filed articles of merger , conversion or exchange specify such

63-19  a later effective date, the constituent entity or entities may file articles of

63-20  termination before the effective date, setting forth:

63-21  (a) The name of each constituent entity[;] and , for a conversion, the

63-22  resulting entity; and

63-23  (b) That the merger , conversion or exchange has been terminated

63-24  pursuant to the plan of merger , conversion or exchange.

63-25  3.  The articles of termination must be executed in the manner provided

63-26  in NRS 92A.230.

63-27  Sec. 133.  NRS 92A.250 is hereby amended to read as follows:

63-28  92A.250  1.  When a merger takes effect:

63-29  (a) Every other entity that is a constituent entity merges into the

63-30  surviving entity and the separate existence of every entity except the

63-31  surviving entity ceases;

63-32  (b) The title to all real estate and other property owned by each merging

63-33  constituent entity is vested in the surviving entity without reversion or

63-34  impairment;

63-35  (c) The surviving entity has all of the liabilities of each other constituent

63-36  entity;

63-37  (d) A proceeding pending against any constituent entity may be

63-38  continued as if the merger had not occurred or the surviving entity may be

63-39  substituted in the proceeding for the entity whose existence has ceased;

63-40  (e) The articles of incorporation, articles of organization, certificate of

63-41  limited partnership or certificate of trust of the surviving entity are

63-42  amended to the extent provided in the plan of merger; and

63-43  (f) The owner’s interests of each constituent entity that are to be

63-44  converted into owner’s interests, obligations or other securities of the

63-45  surviving or any other entity or into cash or other property are converted,

63-46  and the former holders of the owner’s interests are entitled only to the

63-47  rights provided in the articles of merger or any created pursuant to NRS

63-48  92A.300 to 92A.500, inclusive.

64-1    2.  When an exchange takes effect, the owner’s interests of each

64-2  acquired entity are exchanged as provided in the plan, and the former

64-3  holders of the owner’s interests are entitled only to the rights provided in

64-4  the articles of exchange or any rights created pursuant to NRS 92A.300 to

64-5  92A.500, inclusive.

64-6    3.  When a conversion takes effect:

64-7    (a) The constituent entity is converted into the resulting entity and is

64-8  governed by and subject to the law of the jurisdiction of the resulting

64-9  entity;

64-10  (b) The conversion is a continuation of the existence of the

64-11  constituent entity;

64-12  (c) The title to all real estate and other property owned by the

64-13  constituent entity is vested in the resulting entity without reversion or

64-14  impairment;

64-15  (d) The resulting entity has all the liabilities of the constituent entity;

64-16  (e) A proceeding pending against the constituent entity may be

64-17  continued as if the conversion had not occurred or the resulting entity

64-18  may be substituted in the proceeding for the constituent entity;

64-19  (f) The owner’s interests of the constituent entity that are to be

64-20  converted into the owner’s interests of the resulting entity are converted;

64-21  (g) An owner of the resulting entity remains liable for all the

64-22  obligations of the constituent entity to the extent the owner was

64-23  personally liable before the conversion; and

64-24  (h) The domestic constituent entity is not required to wind up its

64-25  affairs, pay its liabilities, distribute its assets or dissolve, and the

64-26  conversion is not deemed a dissolution of the domestic constituent entity.

64-27  Sec. 134.  NRS 92A.260 is hereby amended to read as follows:

64-28  92A.260  An owner that is not personally liable for the debts, liabilities

64-29  or obligations of the entity pursuant to the laws and constituent documents

64-30  under which the entity was organized does not become personally liable for

64-31  the debts, liabilities or obligations of the surviving entity or entities of the

64-32  merger or exchange or the resulting entity of the conversion unless the

64-33  owner consents to becoming personally liable by action taken in

64-34  connection with the plan of merger , conversion or exchange.

64-35  Sec. 135.  NRS 92A.380 is hereby amended to read as follows:

64-36  92A.380  1.  Except as otherwise provided in NRS 92A.370 and

64-37  92A.390, a stockholder is entitled to dissent from, and obtain payment of

64-38  the fair value of his shares in the event of any of the following corporate

64-39  actions:

64-40  (a) Consummation of a plan of merger to which the domestic

64-41  corporation is a [party:] constituent entity:

64-42     (1) If approval by the stockholders is required for the merger by NRS

64-43  92A.120 to 92A.160, inclusive, or the articles of incorporation [and he] ,

64-44  regardless of whether the stockholder is entitled to vote on the plan of

64-45  merger; or

64-46     (2) If the domestic corporation is a subsidiary and is merged with its

64-47  parent [under] pursuant to NRS 92A.180.

64-48  (b) Consummation of a plan of exchange to which the domestic

64-49  corporation is a [party] constituent entity as the corporation whose subject

65-1  owner’s interests will be acquired, if [he is entitled to vote on the plan.] his

65-2  shares are to be acquired in the plan of exchange.

65-3    (c) Any corporate action taken pursuant to a vote of the stockholders to

65-4  the event that the articles of incorporation, bylaws or a resolution of the

65-5  board of directors provides that voting or nonvoting stockholders are

65-6  entitled to dissent and obtain payment for their shares.

65-7    2.  A stockholder who is entitled to dissent and obtain payment [under]

65-8  pursuant to NRS 92A.300 to 92A.500, inclusive, may not challenge the

65-9  corporate action creating his entitlement unless the action is unlawful or

65-10  fraudulent with respect to him or the domestic corporation.

65-11  Sec. 136. Chapter 225 of NRS is hereby amended by adding thereto a

65-12  new section to read as follows:

65-13  The secretary of state and the deputies, employees and attorneys of the

65-14  secretary of state are not liable for any action or omission made in good

65-15  faith by the secretary of state, deputy, employee or attorney in the

65-16  performance of his duties or exercise of authority with respect to the

65-17  examination, acceptance or filing of any document which is received

65-18  from any person or business association pursuant to Title 7 of NRS and

65-19  which is inaccurate or defective in any way.

65-20  Sec. 137.  NRS 78.295, 78.770, 81.460, 86.021 and 86.551 are hereby

65-21  repealed.

 

65-22  LEADLINES OF REPEALED SECTIONS

 

65-23  78.295  Liability of directors for declaration of distributions.

65-24  78.770  Filing fees: Articles of merger; articles of exchange.

65-25  81.460  Articles of incorporation: Amendment.

65-26  86.021  “Articles of organization” defined.

65-27  86.551  Registration of foreign limited-liability company.

 

65-28  H