REQUIRES TWO-THIRDS MAJORITY VOTE (§§ 4, 6, 7, 10, 11, 12, 13, 14, 15, 16, 18, 19, 20, 22, 23, 24, 25, 26, 27, 28, 29, 30, 31, 32, 33, 34, 35, 36, 37, 38, 39, 40, 41, 42, 43, 44, 45, 46, 49, 50, 51, 52, 53)                                                                           

                                                       (REPRINTED WITH ADOPTED AMENDMENTS)

 

Senate Bill No. 577–Senators James, Raggio, O’Donnell, Amodei, Rawson, Jacobsen and McGinness

 

May 24, 2001

____________

 

Referred to Committee on Judiciary

 

SUMMARY—Limits common-law and statutory liability of corporate stockholders, directors and officers and increases fees for filing certain documents with secretary of state. (BDR 7‑1547)

 

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; limiting the common-law and statutory liability of the stockholders, directors and officers of a corporation; increasing the fees and revising certain requirements for filing certain documents with the secretary of state; requiring certain fees charged by the secretary of state for special services to be deposited in the state general fund; and providing other matters properly relating thereto.

 

THE PEOPLE OF THE STATE OF NEVADA, REPRESENTED IN

SENATE AND ASSEMBLY, DO ENACT AS FOLLOWS:

 

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

1-2  new section to read as follows:

1-3    1.  Except as otherwise provided by specific statute, no stockholder,

1-4  director or officer of a corporation formed under the laws of this state is

1-5  individually liable for a debt or liability of the corporation, without

1-6  regard to whether a court determines that the stockholder, director or

1-7  officer should be considered the alter ego of the corporation or that the

1-8  corporate fiction of a separate entity should be disregarded for any other

1-9  reason, unless:

1-10    (a) Otherwise provided in an agreement to which the stockholder,

1-11  director or officer is a party; or

1-12    (b) A court of competent jurisdiction finds that:

1-13      (1) The corporation is influenced and governed by the stockholder,

1-14  director or officer;

2-1       (2) There is such unity of interest and ownership that the

2-2  corporation and the stockholder, director or officer are inseparable from

2-3  each other; and

2-4       (3) Adherence to the corporate fiction of a separate entity would

2-5  sanction fraud.

2-6    2.  For a court to make a finding in satisfaction of subparagraph (3)

2-7  of paragraph (b) of subsection 1, the court must find that the

2-8  stockholder, director or officer has committed fraud in connection with

2-9  the debt or liability of the corporation.

2-10    Sec. 2.  NRS 78.037 is hereby amended to read as follows:

2-11    78.037  The articles of incorporation may also contain[:

2-12    1.  A provision eliminating or limiting the personal liability of a

2-13  director or officer to the corporation or its stockholders for damages for

2-14  breach of fiduciary duty as a director or officer, but such a provision must

2-15  not eliminate or limit the liability of a director or officer for:

2-16    (a) Acts or omissions which involve intentional misconduct, fraud or a

2-17  knowing violation of law; or

2-18    (b) The payment of distributions in violation of NRS 78.300.

2-19    2.  Any] any provision, not contrary to the laws of this state[, for] :

2-20    1.  For the management of the business and for the conduct of the

2-21  affairs of the corporation[, and any provision creating,] ;

2-22    2.  Creating, defining, limiting or regulating the powers of the

2-23  corporation or the rights, powers or duties of the directors, [and] the

2-24  officers or the stockholders, or any class of the stockholders, or the holders

2-25  of bonds or other obligations of the corporation[, or governing] ; or

2-26    3.  Governing the distribution or division of the profits of the

2-27  corporation.

2-28    Sec. 3.  NRS 78.138 is hereby amended to read as follows:

2-29    78.138  1.  Directors and officers shall exercise their powers in good

2-30  faith and with a view to the interests of the corporation.

2-31    2.  In performing their respective duties, directors and officers are

2-32  entitled to rely on information, opinions, reports, books of account or

2-33  statements, including financial statements and other financial data, that are

2-34  prepared or presented by:

2-35    (a) One or more directors, officers or employees of the corporation

2-36  reasonably believed to be reliable and competent in the matters prepared or

2-37  presented;

2-38    (b) Counsel, public accountants, financial advisers, valuation advisers,

2-39  investment bankers or other persons as to matters reasonably believed to

2-40  be within the preparer’s or presenter’s professional or expert competence;

2-41  or

2-42    (c) A committee on which the director or officer relying thereon does

2-43  not serve, established in accordance with NRS 78.125, as to matters within

2-44  the committee’s designated authority and matters on which the committee

2-45  is reasonably believed to merit confidence,

2-46  but a director or officer is not entitled to rely on such information,

2-47  opinions, reports, books of account or statements if he has knowledge

2-48  concerning the matter in question that would cause reliance thereon to be

2-49  unwarranted.

3-1    3.  Directors and officers, in deciding upon matters of business, are

3-2  presumed to act in good faith, on an informed basis and with a view to the

3-3  interests of the corporation.

3-4    4.  Directors and officers, in exercising their respective powers with a

3-5  view to the interests of the corporation, may consider:

3-6    (a) The interests of the corporation’s employees, suppliers, creditors and

3-7  customers;

3-8    (b) The economy of the state and nation;

3-9    (c) The interests of the community and of society; and

3-10    (d) The long-term as well as short-term interests of the corporation and

3-11  its stockholders, including the possibility that these interests may be best

3-12  served by the continued independence of the corporation.

3-13    5.  Directors and officers are not required to consider the effect of a

3-14  proposed corporate action upon any particular group having an interest in

3-15  the corporation as a dominant factor.

3-16    6.  The provisions of subsections 4 and 5 do not create or authorize any

3-17  causes of action against the corporation or its directors or officers.

3-18    7.  Except as otherwise provided in NRS 35.230, 90.660, 91.250,

3-19  452.200, 452.270, 668.045 and 694A.030, a director or officer is not

3-20  individually liable for any damages as a result of any act or failure to act

3-21  in his capacity as a director or officer unless it is proven that:

3-22    (a) His act or failure to act constituted a breach of his fiduciary duties

3-23  as a director or officer; and

3-24    (b) His breach of those duties involved intentional misconduct, fraud

3-25  or a knowing violation of law.

3-26    Sec. 4.  NRS 78.150 is hereby amended to read as follows:

3-27    78.150  1.  A corporation organized under the laws of this state shall,

3-28  on or before the first day of the second month after the filing of its articles

3-29  of incorporation with the secretary of state, file with the secretary of state a

3-30  list, on a form furnished by him, containing:

3-31    (a) The name of the corporation;

3-32    (b) The file number of the corporation, if known;

3-33    (c) The names and titles of the president, secretary, treasurer and of all

3-34  the directors of the corporation;

3-35    (d) The mailing or street address, either residence or business, of each

3-36  officer and director listed, following the name of the officer or director;

3-37  [and]

3-38    (e) The name and street address of the resident agent of the

3-39  corporation; and

3-40    (f) The signature of an officer of the corporation certifying that the list

3-41  is true, complete and accurate.

3-42    2.  The corporation shall annually thereafter, on or before the last day

3-43  of the month in which the anniversary date of incorporation occurs in each

3-44  year, file with the secretary of state, on a form furnished by him, an

3-45  amended list containing all of the information required in subsection 1.

3-46    3.  Each list required by subsection 1 or 2 must be accompanied by a

3-47  declaration under penalty of perjury that the corporation has complied

3-48  with the provisions of chapter 364A of NRS.

3-49    4.  Upon filing [a list of officers and directors,] the list required by:

4-1    (a) Subsection 1, the corporation shall pay to the secretary of state a

4-2  fee of $165.

4-3    (b) Subsection 2, the corporation shall pay to the secretary of state a fee

4-4  of $85.

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

4-6  filing [the] each annual list required by subsection 2, cause to be mailed to

4-7  each corporation which is required to comply with the provisions of NRS

4-8  78.150 to 78.185, inclusive, and which has not become delinquent, a notice

4-9  of the fee due pursuant to subsection [3] 4 and a reminder to file a list [of

4-10  officers and directors.] required by subsection 2. Failure of any

4-11  corporation to receive a notice or form does not excuse it from the penalty

4-12  imposed by law.

4-13    [5.] 6.  If the list to be filed pursuant to the provisions of subsection 1

4-14  or 2 is defective in any respect or the fee required by subsection [3 or 7]

4-15  4 or 8 is not paid, the secretary of state may return the list for correction or

4-16  payment.

4-17    [6.] 7.  An annual list for a corporation not in default which is received

4-18  by the secretary of state more than 60 days before its due date shall be

4-19  deemed an amended list for the previous year and does not satisfy the

4-20  requirements of subsection 2 for the year to which the due date is

4-21  applicable.

4-22    [7.] 8.  If the corporation is an association as defined in NRS

4-23  116.110315, the secretary of state shall not accept the filing required by

4-24  this section unless it is accompanied by evidence of the payment of the fee

4-25  required to be paid pursuant to NRS 116.31155 that is provided to the

4-26  association pursuant to subsection 4 of that section.

4-27    Sec. 5.  NRS 78.155 is hereby amended to read as follows:

4-28    78.155  If a corporation has filed the initial or annual list [of officers

4-29  and directors and designation of resident agent] in compliance with NRS

4-30  78.150 and has paid the appropriate fee for the filing, the canceled check

4-31  received by the corporation constitutes a certificate authorizing it to

4-32  transact its business within this state until the last day of the month in

4-33  which the anniversary of its incorporation occurs in the next succeeding

4-34  calendar year. If the corporation desires a formal certificate upon its

4-35  payment of the initial or annual fee, its payment must be accompanied by a

4-36  self-addressed, stamped envelope.

4-37    Sec. 6.  NRS 78.170 is hereby amended to read as follows:

4-38    78.170  1.  Each corporation required to make a filing and pay the fee

4-39  prescribed in NRS 78.150 to 78.185, inclusive, which refuses or neglects to

4-40  do so within the time provided shall be deemed in default.

4-41    2.  For default there must be added to the amount of the fee a penalty of

4-42  [$15.] $50. The fee and penalty must be collected as provided in this

4-43  chapter.

4-44    Sec. 7.  NRS 78.180 is hereby amended to read as follows:

4-45    78.180  1.  Except as otherwise provided in subsections 3 and 4, the

4-46  secretary of state shall reinstate a corporation which has forfeited its right

4-47  to transact business under the provisions of this chapter and restore to the

4-48  corporation its right to carry on business in this state, and to exercise its

4-49  corporate privileges and immunities, if it:

5-1    (a) Files with the secretary of state the list required by NRS 78.150; and

5-2    (b) Pays to the secretary of state:

5-3       (1) The [annual] filing fee and penalty set forth in NRS 78.150 and

5-4  78.170 for each year or portion thereof during which its charter was

5-5  revoked; and

5-6       (2) A fee of [$50] $200 for reinstatement.

5-7    2.  When the secretary of state reinstates the corporation, he shall:

5-8    (a) Immediately issue and deliver to the corporation a certificate of

5-9  reinstatement authorizing it to transact business as if the filing fee had been

5-10  paid when due; and

5-11    (b) Upon demand, issue to the corporation one or more certified copies

5-12  of the certificate of reinstatement.

5-13    3.  The secretary of state shall not order a reinstatement unless all

5-14  delinquent fees and penalties have been paid, and the revocation of the

5-15  charter occurred only by reason of failure to pay the fees and penalties.

5-16    4.  If a corporate charter has been revoked pursuant to the provisions of

5-17  this chapter and has remained revoked for a period of 5 consecutive years,

5-18  the charter must not be reinstated.

5-19    Sec. 8.  NRS 78.300 is hereby amended to read as follows:

5-20    78.300  1.  The directors of a corporation shall not make distributions

5-21  to stockholders except as provided by this chapter.

5-22    2.  [In] Except as otherwise provided in subsection 3 and NRS 78.138,

5-23  in case of any [willful or grossly negligent] violation of the provisions of

5-24  this section, the directors under whose administration the violation

5-25  occurred[, except those who caused their dissent to be entered upon the

5-26  minutes of the meeting of the directors at the time, or who not then being

5-27  present caused their dissent to be entered on learning of such action,] are

5-28  jointly and severally liable, at any time within [3] 2 years after each

5-29  violation, to the corporation, and, in the event of its dissolution or

5-30  insolvency, to its creditors at the time of the violation, or any of them, to

5-31  the lesser of the full amount of the distribution made or of any loss

5-32  sustained by the corporation by reason of the distribution to stockholders.

5-33    3.  The liability imposed pursuant to subsection 2 does not apply to a

5-34  director who caused his dissent to be entered upon the minutes of the

5-35  meeting of the directors at the time the action was taken or who was not

5-36  present at the meeting and caused his dissent to be entered on learning of

5-37  the action.

5-38    Sec. 9.  NRS 78.7502 is hereby amended to read as follows:

5-39    78.7502  1.  A corporation may indemnify any person who was or is a

5-40  party or is threatened to be made a party to any threatened, pending or

5-41  completed action, suit or proceeding, whether civil, criminal,

5-42  administrative or investigative, except an action by or in the right of the

5-43  corporation, by reason of the fact that he is or was a director, officer,

5-44  employee or agent of the corporation, or is or was serving at the request of

5-45  the corporation as a director, officer, employee or agent of another

5-46  corporation, partnership, joint venture, trust or other enterprise, against

5-47  expenses, including attorneys’ fees, judgments, fines and amounts paid in

5-48  settlement actually and reasonably incurred by him in connection with the

5-49  action, suit or proceeding if he [acted] :

6-1    (a) Is not liable pursuant to NRS 78.138; or

6-2    (b) Acted in good faith and in a manner which he reasonably believed to

6-3  be in or not opposed to the best interests of the corporation, and, with

6-4  respect to any criminal action or proceeding, had no reasonable cause to

6-5  believe his conduct was unlawful.

6-6  The termination of any action, suit or proceeding by judgment, order,

6-7  settlement, conviction or upon a plea of nolo contendere or its equivalent,

6-8  does not, of itself, create a presumption that the person is liable pursuant

6-9  to NRS 78.138 or did not act in good faith and in a manner which he

6-10  reasonably believed to be in or not opposed to the best interests of the

6-11  corporation, [and] or that, with respect to any criminal action or

6-12  proceeding, he had reasonable cause to believe that his conduct was

6-13  unlawful.

6-14    2.  A corporation may indemnify any person who was or is a party or is

6-15  threatened to be made a party to any threatened, pending or completed

6-16  action or suit by or in the right of the corporation to procure a judgment in

6-17  its favor by reason of the fact that he is or was a director, officer, employee

6-18  or agent of the corporation, or is or was serving at the request of the

6-19  corporation as a director, officer, employee or agent of another corporation,

6-20  partnership, joint venture, trust or other enterprise against expenses,

6-21  including amounts paid in settlement and attorneys’ fees actually and

6-22  reasonably incurred by him in connection with the defense or settlement of

6-23  the action or suit if he [acted] :

6-24    (a) Is not liable pursuant to NRS 78.138; or

6-25    (b) Acted in good faith and in a manner which he reasonably believed to

6-26  be in or not opposed to the best interests of the corporation.

6-27  Indemnification may not be made for any claim, issue or matter as to which

6-28  such a person has been adjudged by a court of competent jurisdiction, after

6-29  exhaustion of all appeals therefrom, to be liable to the corporation or for

6-30  amounts paid in settlement to the corporation, unless and only to the extent

6-31  that the court in which the action or suit was brought or other court of

6-32  competent jurisdiction determines upon application that in view of all the

6-33  circumstances of the case, the person is fairly and reasonably entitled to

6-34  indemnity for such expenses as the court deems proper.

6-35    3.  To the extent that a director, officer, employee or agent of a

6-36  corporation has been successful on the merits or otherwise in defense of

6-37  any action, suit or proceeding referred to in subsections 1 and 2, or in

6-38  defense of any claim, issue or matter therein, the corporation shall

6-39  indemnify him against expenses, including attorneys’ fees, actually and

6-40  reasonably incurred by him in connection with the defense.

6-41    Sec. 10.  NRS 78.760 is hereby amended to read as follows:

6-42    78.760  1.  The fee for filing articles of incorporation is prescribed in

6-43  the following schedule:

 

6-44  If the amount represented by the total number of shares

6-45  provided for in the articles or agreement is:

6-46  [$25,000 or less....................................... $125

6-47  Over $25,000 and not over] $75,000 or less$175

6-48  Over $75,000 and not over $200,000.......... 225

7-1  Over $200,000 and not over $500,000......... 325

7-2  Over $500,000 and not over $1,000,000...... 425

7-3  Over $1,000,000:

7-4  For the first $1,000,000                                                                   425

7-5  For each additional $500,000 or fraction thereof                                                                   225

 

7-6    2.  The maximum fee which may be charged under this section is

7-7  $25,000 for:

7-8    (a) The original filing of articles of incorporation.

7-9    (b) A subsequent filing of any instrument which authorizes an increase

7-10  in stock.

7-11    3.  For the purposes of computing the filing fees according to the

7-12  schedule in subsection 1, the amount represented by the total number of

7-13  shares provided for in the articles of incorporation is:

7-14    (a) The aggregate par value of the shares, if only shares with a par value

7-15  are therein provided for;

7-16    (b) The product of the number of shares multiplied by $1, regardless of

7-17  any lesser amount prescribed as the value or consideration for which shares

7-18  may be issued and disposed of, if only shares without par value are therein

7-19  provided for; or

7-20    (c) The aggregate par value of the shares with a par value plus the

7-21  product of the number of shares without par value multiplied by

7-22  $1, regardless of any lesser amount prescribed as the value or consideration

7-23  for which the shares without par value may be issued and disposed of, if

7-24  shares with and without par value are therein provided for.

7-25  For the purposes of this subsection, shares with no prescribed par value

7-26  shall be deemed shares without par value.

7-27    4.  The secretary of state shall calculate filing fees pursuant to this

7-28  section with respect to shares with a par value of less than one-tenth of a

7-29  cent as if the par value were one-tenth of a cent.

7-30    Sec. 11.  NRS 78.765 is hereby amended to read as follows:

7-31    78.765  1.  The fee for filing a certificate changing the number of

7-32  authorized shares pursuant to NRS 78.209 or a certificate of amendment to

7-33  articles of incorporation that increases the corporation’s authorized stock or

7-34  a certificate of correction that increases the corporation’s authorized stock

7-35  is the difference between the fee computed at the rates specified in NRS

7-36  78.760 upon the total authorized stock of the corporation, including the

7-37  proposed increase, and the fee computed at the rates specified in NRS

7-38  78.760 upon the total authorized capital, excluding the proposed increase.

7-39  In no case may the amount be less than [$75.] $150.

7-40    2.  The fee for filing a certificate of amendment to articles of

7-41  incorporation that does not increase the corporation’s authorized stock or a

7-42  certificate of correction that does not increase the corporation’s authorized

7-43  stock is [$75.] $150.

7-44    3.  The fee for filing a certificate or an amended certificate pursuant to

7-45  NRS 78.1955 is [$75.] $150.

 

 

 

8-1    Sec. 12.  NRS 78.767 is hereby amended to read as follows:

8-2    78.767  1.  The fee for filing a certificate of restated articles of

8-3  incorporation that does not increase the corporation’s authorized stock is

8-4  [$75.] $150.

8-5    2.  The fee for filing a certificate of restated articles of incorporation

8-6  that increases the corporation’s authorized stock is the difference between

8-7  the fee computed pursuant to NRS 78.760 based upon the total authorized

8-8  stock of the corporation, including the proposed increase, and the fee

8-9  computed pursuant to NRS 78.760 based upon the total authorized stock of

8-10  the corporation, excluding the proposed increase. In no case may the

8-11  amount be less than [$75.] $150.

8-12    Sec. 13.  NRS 78.780 is hereby amended to read as follows:

8-13    78.780  1.  The fee for filing a certificate of extension of corporate

8-14  existence of any corporation is an amount equal to one-fourth of the fee

8-15  computed at the rates specified in NRS 78.760 for filing articles of

8-16  incorporation.

8-17    2.  The fee for filing a certificate of dissolution whether it occurs before

8-18  or after payment of capital and beginning of business is [$30.] $60.

8-19    Sec. 14.  NRS 78.785 is hereby amended to read as follows:

8-20    78.785  1.  The fee for filing a certificate of change of location of a

8-21  corporation’s registered office and resident agent, or a new designation of

8-22  resident agent, is [$15.] $30.

8-23    2.  The fee for certifying articles of incorporation where a copy is

8-24  provided is [$10.] $20.

8-25    3.  The fee for certifying a copy of an amendment to articles of

8-26  incorporation, or to a copy of the articles as amended, where a copy is

8-27  furnished, is [$10.] $20.

8-28    4.  The fee for certifying an authorized printed copy of the general

8-29  corporation law as compiled by the secretary of state is [$10.] $20.

8-30    5.  The fee for reserving a corporate name is $20.

8-31    6.  The fee for executing a certificate of corporate existence which does

8-32  not list the previous documents relating to the corporation, or a certificate

8-33  of change in a corporate name, is [$15.] $30.

8-34    7.  The fee for executing a certificate of corporate existence which lists

8-35  the previous documents relating to the corporation is [$20.] $40.

8-36    8.  The fee for executing, certifying or filing any certificate or

8-37  document not provided for in NRS 78.760 to 78.785, inclusive, is [$20.]

8-38  $40.

8-39    9.  The fee for copies made at the office of the secretary of state is $1

8-40  per page.

8-41    10.  The [fee] fees for filing articles of incorporation, articles of

8-42  merger, or certificates of amendment increasing the basic surplus of a

8-43  mutual or reciprocal insurer must be computed pursuant to NRS 78.760,

8-44  78.765 and [78.770,] 92A.210 on the basis of the amount of basic surplus

8-45  of the insurer.

8-46    11.  The fee for examining and provisionally approving any document

8-47  at any time before the document is presented for filing is $100.

 

 

9-1    Sec. 15.  NRS 80.050 is hereby amended to read as follows:

9-2    80.050  1.  Except as otherwise provided in subsection 3, foreign

9-3  corporations shall pay the same fees to the secretary of state as are required

9-4  to be paid by corporations organized pursuant to the laws of this state, but

9-5  the amount of fees to be charged must not exceed:

9-6    (a) The sum of $25,000 for filing documents for initial qualification; or

9-7    (b) The sum of $25,000 for each subsequent filing of a certificate

9-8  increasing authorized capital stock.

9-9    2.  If the corporate documents required to be filed set forth only the

9-10  total number of shares of stock the corporation is authorized to issue

9-11  without reference to value, the authorized shares shall be deemed to be

9-12  without par value and the filing fee must be computed pursuant to

9-13  paragraph (b) of subsection 3 of NRS 78.760.

9-14    3.  Foreign corporations which are nonprofit corporations and do not

9-15  have or issue shares of stock shall pay the same fees to the secretary of

9-16  state as are required to be paid by nonprofit corporations organized

9-17  pursuant to the laws of this state.

9-18    4.  The fee for filing a notice of withdrawal from the State of Nevada

9-19  by a foreign corporation is [$30.] $60.

9-20    Sec. 16.  NRS 80.110 is hereby amended to read as follows:

9-21    80.110  1.  Each foreign corporation doing business in this state shall,

9-22  on or before the first day of the second month after the filing of its

9-23  certificate of corporate existence with the secretary of state, and annually

9-24  thereafter on or before the last day of the month in which the anniversary

9-25  date of its qualification to do business in this state occurs in each year, file

9-26  with the secretary of state[,] a list, on a form furnished by him, [a list of]

9-27  that contains:

9-28    (a) The names of its president, secretary and treasurer or their

9-29  equivalent, and all of its directors [and a] ;

9-30    (b) A designation of its resident agent in this state[, signed by] ; and

9-31    (c) The signature of an officer of the corporation.

9-32  Each list filed pursuant to this subsection must be accompanied by a

9-33  declaration under penalty of perjury that the foreign corporation has

9-34  complied with the provisions of chapter 364A of NRS.

9-35    2.  Upon filing [the list and designation,] :

9-36    (a) The initial list required by subsection 1, the corporation shall pay

9-37  to the secretary of state a fee of $165.

9-38    (b) Each annual list required by subsection 1, the corporation shall pay

9-39  to the secretary of state a fee of $85.

9-40    3.  The secretary of state shall, 60 days before the last day for filing

9-41  [the] each annual list required by subsection 1, cause to be mailed to each

9-42  corporation required to comply with the provisions of NRS 80.110 to

9-43  80.170, inclusive, which has not become delinquent, the blank forms to be

9-44  completed and filed with him. Failure of any corporation to receive the

9-45  forms does not excuse it from the penalty imposed by the provisions of

9-46  NRS 80.110 to 80.170, inclusive.

9-47    4.  An annual list for a corporation not in default which is received by

9-48  the secretary of state more than 60 days before its due date shall be deemed

10-1  an amended list for the previous year and does not satisfy the requirements

10-2  of subsection 1 for the year to which the due date is applicable.

10-3    Sec. 17.  NRS 80.120 is hereby amended to read as follows:

10-4    80.120  If a corporation has filed the initial or annual list [of officers

10-5  and directors and designation of resident agent] in compliance with NRS

10-6  80.110 and has paid the appropriate fee for the filing, the canceled check

10-7  received by the corporation constitutes a certificate authorizing it to

10-8  transact its business within this state until the last day of the month in

10-9  which the anniversary of its qualification to transact business occurs in the

10-10  next succeeding calendar year. If the corporation desires a formal

10-11  certificate upon its payment of the initial or annual fee, its payment must be

10-12  accompanied by a self-addressed, stamped envelope.

10-13  Sec. 18.  NRS 80.150 is hereby amended to read as follows:

10-14  80.150  1.  Any corporation required to make a filing and pay the fee

10-15  prescribed in NRS 80.110 to 80.170, inclusive, which refuses or neglects to

10-16  do so within the time provided, is in default.

10-17  2.  For default there must be added to the amount of the fee a penalty of

10-18  [$15,] $50, and unless the filing is made and the fee and penalty are paid

10-19  on or before the first day of the ninth month following the month in which

10-20  filing was required, the defaulting corporation by reason of its default

10-21  forfeits its right to transact any business within this state. The fee and

10-22  penalty must be collected as provided in this chapter.

10-23  Sec. 19.  NRS 80.170 is hereby amended to read as follows:

10-24  80.170  1.  Except as otherwise provided in subsections 3 and 4, the

10-25  secretary of state shall reinstate a corporation which has forfeited or which

10-26  forfeits its right to transact business under the provisions of this chapter

10-27  and restore to the corporation its right to transact business in this state, and

10-28  to exercise its corporate privileges and immunities if it:

10-29  (a) Files with the secretary of state a list [of officers and directors] as

10-30  provided in NRS 80.110 and 80.140; and

10-31  (b) Pays to the secretary of state:

10-32     (1) The [annual] filing fee and penalty set forth in NRS 80.110 and

10-33  80.150 for each year or portion thereof that its right to transact business

10-34  was forfeited; and

10-35     (2) A fee of [$50] $200 for reinstatement.

10-36  2.  If payment is made and the secretary of state reinstates the

10-37  corporation to its former rights , he shall:

10-38  (a) Immediately issue and deliver to the corporation so reinstated a

10-39  certificate of reinstatement authorizing it to transact business in the same

10-40  manner as if the filing fee had been paid when due; and

10-41  (b) Upon demand, issue to the corporation one or more certified copies

10-42  of the certificate of reinstatement.

10-43  3.  The secretary of state shall not order a reinstatement unless all

10-44  delinquent fees and penalties have been paid, and the revocation of the

10-45  right to transact business occurred only by reason of failure to pay the fees

10-46  and penalties.

10-47  4.  If the right of a corporation to transact business in this state has been

10-48  forfeited pursuant to the provisions of NRS 80.160 and has remained

11-1  forfeited for a period of 5 consecutive years, the right is not subject to

11-2  reinstatement.

11-3    Sec. 20.  NRS 86.263 is hereby amended to read as follows:

11-4    86.263  1.  A limited-liability company shall, on or before the [last]

11-5  first day of the second month [in which the anniversary date of its

11-6  formation occurs,] after the filing of its articles of organization with the

11-7  secretary of state, file with the secretary of state, on a form furnished by

11-8  him, a list [containing:] that contains:

11-9    (a) The name of the limited-liability company;

11-10  (b) The file number of the limited-liability company, if known;

11-11  (c) The names and titles of all of its managers or, if there is no manager,

11-12  all of its managing members;

11-13  (d) The mailing or street address, either residence or business, of each

11-14  manager or managing member listed, following the name of the manager or

11-15  managing member; [and]

11-16  (e) The name and street address of the resident agent of the limited-

11-17  liability company; and

11-18  (f) The signature of a manager or managing member of the limited-

11-19  liability company certifying that the list is true, complete and accurate.

11-20  2.  The limited-liability company shall annually thereafter, on or before

11-21  the last day of the month in which the anniversary date of its organization

11-22  occurs, file with the secretary of state, on a form furnished by him, an

11-23  amended list containing all of the information required in subsection 1. If

11-24  the limited-liability company has had no changes in its managers or, if

11-25  there is no manager, its managing members, since its previous list was

11-26  filed, no amended list need be filed if a manager or managing member of

11-27  the limited-liability company certifies to the secretary of state as a true and

11-28  accurate statement that no changes in the managers or managing members

11-29  have occurred.

11-30  3.  Each list required by subsection 1 and each list or certification

11-31  required by subsection 2 must be accompanied by a declaration under

11-32  penalty of perjury that the limited-liability company has complied with

11-33  the provisions of chapter 364A of NRS.

11-34  4.  Upon filing [the list of managers or managing members,] :

11-35  (a) The initial list required by subsection 1, the limited-liability

11-36  company shall pay to the secretary of state a fee of $165.

11-37  (b) Each annual list required by subsection 2 or certifying that no

11-38  changes have occurred, the limited-liability company shall pay to the

11-39  secretary of state a fee of $85.

11-40  [4.] 5.  The secretary of state shall, 60 days before the last day for

11-41  filing [the] each list required by subsection [1,] 2, cause to be mailed to

11-42  each limited-liability company required to comply with the provisions of

11-43  this section, which has not become delinquent, a notice of the fee due

11-44  under subsection [3] 4 and a reminder to file a list [of managers or

11-45  managing members] required by subsection 2 or a certification of no

11-46  change. Failure of any company to receive a notice or form does not excuse

11-47  it from the penalty imposed by law.

12-1    [5.] 6. If the list to be filed pursuant to the provisions of subsection 1

12-2  or 2 is defective or the fee required by subsection [3] 4 is not paid, the

12-3  secretary of state may return the list for correction or payment.

12-4    [6.] 7. An annual list for a limited-liability company not in default

12-5  received by the secretary of state more than 60 days before its due date

12-6  shall be deemed an amended list for the previous year.

12-7    Sec. 21.  NRS 86.266 is hereby amended to read as follows:

12-8    86.266  If a limited-liability company has filed the initial or annual list

12-9  [of managers or members and designation of a resident agent] in

12-10  compliance with NRS 86.263 and has paid the appropriate fee for the

12-11  filing, the canceled check received by the limited-liability company

12-12  constitutes a certificate authorizing it to transact its business within this

12-13  state until the last day of the month in which the anniversary of its

12-14  formation occurs in the next succeeding calendar year. If the company

12-15  desires a formal certificate upon its payment of the annual fee, its payment

12-16  must be accompanied by a self-addressed, stamped envelope.

12-17  Sec. 22.  NRS 86.272 is hereby amended to read as follows:

12-18  86.272  1.  Each limited-liability company required to make a filing

12-19  and pay the fee prescribed in NRS 86.263 which refuses or neglects to do

12-20  so within the time provided is in default.

12-21  2.  For default there must be added to the amount of the fee a penalty of

12-22  [$15.] $50. The fee and penalty must be collected as provided in this

12-23  chapter.

12-24  Sec. 23.  NRS 86.276 is hereby amended to read as follows:

12-25  86.276  1.  Except as otherwise provided in subsections 3 and 4, the

12-26  secretary of state shall reinstate any limited-liability company which has

12-27  forfeited its right to transact business under the provisions of this chapter

12-28  and restore to the company its right to carry on business in this state, and to

12-29  exercise its privileges and immunities, if it:

12-30  (a) Files with the secretary of state the list required by NRS 86.263; and

12-31  (b) Pays to the secretary of state:

12-32     (1) The [annual] filing fee and penalty set forth in NRS 86.263 and

12-33  86.272 for each year or portion thereof during which its charter has been

12-34  revoked; and

12-35     (2) A fee of [$50] $200 for reinstatement.

12-36  2.  When the secretary of state reinstates the limited-liability company,

12-37  he shall:

12-38  (a) Immediately issue and deliver to the company a certificate of

12-39  reinstatement authorizing it to transact business as if the filing fee had been

12-40  paid when due; and

12-41  (b) Upon demand, issue to the company one or more certified copies of

12-42  the certificate of reinstatement.

12-43  3.  The secretary of state shall not order a reinstatement unless all

12-44  delinquent fees and penalties have been paid, and the revocation of the

12-45  charter occurred only by reason of failure to pay the fees and penalties.

12-46  4.  If a company’s charter has been revoked pursuant to the provisions

12-47  of this chapter and has remained revoked for a period of 5 consecutive

12-48  years, the charter must not be reinstated.

 

13-1    Sec. 24.  NRS 86.561 is hereby amended to read as follows:

13-2    86.561  1.  The secretary of state shall charge and collect for:

13-3    (a) Filing the original articles of organization, or for registration of a

13-4  foreign company, [$125;] $175;

13-5    (b) Amending or restating the articles of organization, or amending the

13-6  registration of a foreign company, [$75;] $150;

13-7    (c) Filing the articles of dissolution of a domestic or foreign company,

13-8  [$30;] $60;

13-9    (d) Filing a statement of change of address of a records or registered

13-10  office, or change of the resident agent, [$15;] $30;

13-11  (e) Certifying articles of organization or an amendment to the articles,

13-12  in both cases where a copy is provided, [$10;] $20;

13-13  (f) Certifying an authorized printed copy of this chapter, [$10;] $20;

13-14  (g) Reserving a name for a limited-liability company, $20;

13-15  (h) Executing, filing or certifying any other document, [$20;] $40; and

13-16  (i) Copies made at the office of the secretary of state, $1 per page.

13-17  2.  The secretary of state shall charge and collect at the time of any

13-18  service of process on him as agent for service of process of a limited-

13-19  liability company, $10 which may be recovered as taxable costs by the

13-20  party to the action causing the service to be made if the party prevails in

13-21  the action.

13-22  3.  Except as otherwise provided in this section, the fees set forth in

13-23  NRS 78.785 apply to this chapter.

13-24  Sec. 25.  NRS 87.440 is hereby amended to read as follows:

13-25  87.440  1.  To become a registered limited-liability partnership, a

13-26  partnership shall file with the secretary of state a certificate of registration

13-27  stating each of the following:

13-28  (a) The name of the partnership.

13-29  (b) The street address of its principal office.

13-30  (c) The name of the person designated as the partnership’s resident

13-31  agent, the street address of the resident agent where process may be served

13-32  upon the partnership and the mailing address of the resident agent if it is

13-33  different than his street address.

13-34  (d) The name and business address of each managing partner in this

13-35  state.

13-36  (e) A brief statement of the professional service rendered by the

13-37  partnership.

13-38  (f) That the partnership thereafter will be a registered limited-liability

13-39  partnership.

13-40  (g) Any other information that the partnership wishes to include.

13-41  2.  The certificate of registration must be executed by a majority in

13-42  interest of the partners or by one or more partners authorized to execute

13-43  such a certificate.

13-44  3.  The certificate of registration must be accompanied by a fee of

13-45  [$125.] $175.

13-46  4.  The secretary of state shall register as a registered limited-liability

13-47  partnership any partnership that submits a completed certificate of

13-48  registration with the required fee.

14-1    5.  The registration of a registered limited-liability partnership is

14-2  effective at the time of the filing of the certificate of registration.

14-3    Sec. 26.  NRS 87.460 is hereby amended to read as follows:

14-4    87.460  1.  A certificate of registration of a registered limited-liability

14-5  partnership may be amended by filing with the secretary of state a

14-6  certificate of amendment. The certificate of amendment must set forth:

14-7    (a) The name of the registered limited-liability partnership;

14-8    (b) The dates on which the registered limited-liability partnership filed

14-9  its original certificate of registration and any other certificates of

14-10  amendment; and

14-11  (c) The change to the information contained in the original certificate of

14-12  registration or any other certificates of amendment.

14-13  2.  The certificate of amendment must be:

14-14  (a) Signed by a managing partner of the registered limited-liability

14-15  partnership; and

14-16  (b) Accompanied by a fee of [$75.] $150.

14-17  Sec. 27.  NRS 87.470 is hereby amended to read as follows:

14-18  87.470  The registration of a registered limited-liability partnership is

14-19  effective until:

14-20  1.  Its certificate of registration is revoked pursuant to NRS 87.520; or

14-21  2.  The registered limited-liability partnership files with the secretary of

14-22  state a written notice of withdrawal executed by a managing partner. The

14-23  notice must be accompanied by a fee of [$30.] $60.

14-24  Sec. 28.  NRS 87.490 is hereby amended to read as follows:

14-25  87.490  1.  If a registered limited-liability partnership wishes to

14-26  change the location of its principal office in this state or its resident agent,

14-27  it shall first file with the secretary of state a certificate of change that sets

14-28  forth:

14-29  (a) The name of the registered limited-liability partnership;

14-30  (b) The street address of its principal office;

14-31  (c) If the location of its principal office will be changed, the street

14-32  address of its new principal office;

14-33  (d) The name of its resident agent; and

14-34  (e) If its resident agent will be changed, the name of its new resident

14-35  agent.

14-36  The certificate of acceptance of its new resident agent must accompany the

14-37  certificate of change.

14-38  2.  A certificate of change filed pursuant to this section must be:

14-39  (a) Signed by a managing partner of the registered limited-liability

14-40  partnership; and

14-41  (b) Accompanied by a fee of [$15.] $30.

14-42  Sec. 29.  NRS 87.510 is hereby amended to read as follows:

14-43  87.510  1.  A registered limited-liability partnership shall [annually,] ,

14-44  on or before the first day of the second month after the filing of its

14-45  certificate of registration with the secretary of state, and annually

14-46  thereafter on or before the last day of the month in which the anniversary

14-47  date of the filing of its certificate of registration [of limited partnership]

14-48  with the secretary of state occurs, file with the secretary of state, on a form

14-49  furnished by him, a list [containing:] that contains:

15-1    (a) The name of the registered limited-liability partnership;

15-2    (b) The file number of the registered limited-liability partnership, if

15-3  known;

15-4    (c) The names of all of its managing partners;

15-5    (d) The mailing or street address, either residence or business, of each

15-6  managing partner; [and]

15-7    (e) The name and street address of the resident agent of the registered

15-8  limited-liability partnership; and

15-9    (f) The signature of a managing partner of the registered limited-

15-10  liability partnership certifying that the list is true, complete and accurate.

15-11  Each list filed pursuant to this subsection must be accompanied by a

15-12  declaration under penalty of perjury that the registered limited-liability

15-13  partnership has complied with the provisions of chapter 364A of NRS.

15-14  2.  Upon filing [the list of managing partners,] :

15-15  (a) The initial list required by subsection 1, the registered limited-

15-16  liability partnership shall pay to the secretary of state a fee of $165.

15-17  (b) Each annual list required by subsection 1, the registered limited-

15-18  liability partnership shall pay to the secretary of state a fee of $85.

15-19  3.  The secretary of state shall, at least 60 days before the last day for

15-20  filing [the] each annual list required by subsection 1, cause to be mailed to

15-21  the registered limited-liability partnership a notice of the fee due pursuant

15-22  to subsection 2 and a reminder to file the annual list [of managing

15-23  partners.] required by subsection 1. The failure of any registered limited-

15-24  liability partnership to receive a notice or form does not excuse it from

15-25  complying with the provisions of this section.

15-26  4.  If the list to be filed pursuant to the provisions of subsection 1 is

15-27  defective, or the fee required by subsection 2 is not paid, the secretary of

15-28  state may return the list for correction or payment.

15-29  5.  An annual list that is filed by a registered limited-liability

15-30  partnership which is not in default more than 60 days before it is due shall

15-31  be deemed an amended list for the previous year and does not satisfy the

15-32  requirements of subsection 1 for the year to which the due date is

15-33  applicable.

15-34  Sec. 30.  NRS 87.520 is hereby amended to read as follows:

15-35  87.520  1.  A registered limited-liability partnership that fails to

15-36  comply with the provisions of NRS 87.510 is in default.

15-37  2.  Any registered limited-liability partnership that is in default

15-38  pursuant to subsection 1 must, in addition to the fee required to be paid

15-39  pursuant to NRS 87.510, pay a penalty of [$15.] $50.

15-40  3.  On or before the 15th day of the third month after the month in

15-41  which the fee required to be paid pursuant to NRS 87.510 is due, the

15-42  secretary of state shall notify, by certified mail, the resident agent of any

15-43  registered limited-liability partnership that is in default. The notice must

15-44  include the amount of any payment that is due from the registered limited-

15-45  liability partnership.

15-46  4.  If a registered limited-liability partnership fails to pay the amount

15-47  that is due, the certificate of registration of the registered limited-liability

15-48  partnership shall be deemed revoked on the first day of the ninth month

15-49  after the month in which the fee required to be paid pursuant to NRS

16-1  87.510 was due. The secretary of state shall notify a registered limited-

16-2  liability partnership, by certified mail, addressed to its resident agent or, if

16-3  the registered limited-liability partnership does not have a resident agent, to

16-4  a managing partner, that its certificate of registration is revoked and the

16-5  amount of any fees and penalties that are due.

16-6    Sec. 31.  NRS 87.530 is hereby amended to read as follows:

16-7    87.530  1.  Except as otherwise provided in subsection 3, the secretary

16-8  of state shall reinstate the certificate of registration of a registered limited-

16-9  liability partnership that is revoked pursuant to NRS 87.520 if the

16-10  registered limited-liability partnership:

16-11  (a) Files with the secretary of state the information required by NRS

16-12  87.510; and

16-13  (b) Pays to the secretary of state:

16-14     (1) The fee required to be paid by that section;

16-15     (2) Any penalty required to be paid pursuant to NRS 87.520; and

16-16     (3) A reinstatement fee of [$50.] $200.

16-17  2.  Upon reinstatement of a certificate of registration pursuant to this

16-18  section, the secretary of state shall:

16-19  (a) Deliver to the registered limited-liability partnership a certificate of

16-20  reinstatement authorizing it to transact business retroactively from the date

16-21  the fee required by NRS 87.510 was due; and

16-22  (b) Upon request, issue to the registered limited-liability partnership one

16-23  or more certified copies of the certificate of reinstatement.

16-24  3.  The secretary of state shall not reinstate the certificate of registration

16-25  of a registered limited-liability partnership if the certificate was revoked

16-26  pursuant to NRS 87.520 at least 5 years before the date of the proposed

16-27  reinstatement.

16-28  Sec. 32.  NRS 87.550 is hereby amended to read as follows:

16-29  87.550  In addition to any other fees required by NRS 87.440 to

16-30  87.540, inclusive, and 87.560, the secretary of state shall charge and collect

16-31  the following fees for services rendered pursuant to those sections:

16-32  1.  For certifying documents required by NRS 87.440 to 87.540,

16-33  inclusive, and 87.560, [$10] $20 per certification.

16-34  2.  For executing a certificate verifying the existence of a registered

16-35  limited-liability partnership, if the registered limited-liability partnership

16-36  has not filed a certificate of amendment, [$15.] $30.

16-37  3.  For executing a certificate verifying the existence of a registered

16-38  limited-liability partnership, if the registered limited-liability partnership

16-39  has filed a certificate of amendment, [$20.] $40.

16-40  4.  For executing, certifying or filing any certificate or document not

16-41  required by NRS 87.440 to 87.540, inclusive, and 87.560, [$20.] $40.

16-42  5.  For any copies made by the office of the secretary of state, $1 per

16-43  page.

16-44  6.  For examining and provisionally approving any document before

16-45  the document is presented for filing, $100.

16-46  Sec. 33.  NRS 88.395 is hereby amended to read as follows:

16-47  88.395  1.  A limited partnership shall [annually,] , on or before the

16-48  first day of the second month after the filing of its certificate of limited

16-49  partnership with the secretary of state, and annually thereafter on or

17-1  before the last day of the month in which the anniversary date of the filing

17-2  of its certificate of limited partnership occurs, file with the secretary of

17-3  state, on a form furnished by him, a list [containing:] that contains:

17-4    (a) The name of the limited partnership;

17-5    (b) The file number of the limited partnership, if known;

17-6    (c) The names of all of its general partners;

17-7    (d) The mailing or street address, either residence or business, of each

17-8  general partner; [and]

17-9    (e) The name and street address of the resident agent of the limited

17-10  partnership; and

17-11  (f) The signature of a general partner of the limited partnership

17-12  certifying that the list is true, complete and accurate.

17-13  Each list filed pursuant to this subsection must be accompanied by a

17-14  declaration under penalty of perjury that the limited partnership has

17-15  complied with the provisions of chapter 364A of NRS.

17-16  2.  Upon filing [the list of general partners,] :

17-17  (a) The initial list required by subsection 1, the limited partnership

17-18  shall pay to the secretary of state a fee of $165.

17-19  (b) Each annual list required by subsection 1, the limited partnership

17-20  shall pay to the secretary of state a fee of $85.

17-21  3.  The secretary of state shall, 60 days before the last day for filing

17-22  [the] each annual list required by subsection 1, cause to be mailed to each

17-23  limited partnership required to comply with the provisions of this section

17-24  which has not become delinquent a notice of the fee due pursuant to the

17-25  provisions of subsection 2 and a reminder to file the annual list. Failure of

17-26  any limited partnership to receive a notice or form does not excuse it from

17-27  the penalty imposed by NRS 88.400.

17-28  4.  If the list to be filed pursuant to the provisions of subsection 1 is

17-29  defective or the fee required by subsection 2 is not paid, the secretary of

17-30  state may return the list for correction or payment.

17-31  5.  An annual list for a limited partnership not in default that is received

17-32  by the secretary of state more than 60 days before its due date shall be

17-33  deemed an amended list for the previous year and does not satisfy the

17-34  requirements of subsection 1 for the year to which the due date is

17-35  applicable.

17-36  Sec. 34.  NRS 88.400 is hereby amended to read as follows:

17-37  88.400  1.  If a corporation has filed the list in compliance with NRS

17-38  88.395 and has paid the appropriate fee for the filing, the canceled check

17-39  received by the limited partnership constitutes a certificate authorizing it to

17-40  transact its business within this state until the anniversary date of the filing

17-41  of its certificate of limited partnership in the next succeeding calendar year.

17-42  If the limited partnership desires a formal certificate upon its payment of

17-43  the annual fee, its payment must be accompanied by a self-addressed,

17-44  stamped envelope.

17-45  2.  Each limited partnership which refuses or neglects to file the list and

17-46  pay the fee within the time provided is in default.

17-47  3.  For default there must be added to the amount of the fee a penalty of

17-48  [$15,] $50, and unless the filings are made and the fee and penalty are paid

17-49  on or before the first day of the ninth month following the month in which

18-1  filing was required, the defaulting limited partnership, by reason of its

18-2  default, forfeits its right to transact any business within this state.

18-3    Sec. 35.  NRS 88.410 is hereby amended to read as follows:

18-4    88.410  1.  Except as otherwise provided in subsections 3 and 4, the

18-5  secretary of state may:

18-6    (a) Reinstate any limited partnership which has forfeited its right to

18-7  transact business; and

18-8    (b) Restore to the limited partnership its right to carry on business in

18-9  this state, and to exercise its privileges and immunities,

18-10  upon the filing with the secretary of state of the list required pursuant to

18-11  NRS 88.395, and upon payment to the secretary of state of the [annual]

18-12  filing fee and penalty set forth in NRS 88.395 and 88.400 for each year or

18-13  portion thereof during which the certificate has been revoked, and a fee of

18-14  [$50] $200 for reinstatement.

18-15  2.  When payment is made and the secretary of state reinstates the

18-16  limited partnership to its former rights , he shall:

18-17  (a) Immediately issue and deliver to the limited partnership a certificate

18-18  of reinstatement authorizing it to transact business as if the filing fee had

18-19  been paid when due; and

18-20  (b) Upon demand, issue to the limited partnership one or more certified

18-21  copies of the certificate of reinstatement.

18-22  3.  The secretary of state shall not order a reinstatement unless all

18-23  delinquent fees and penalties have been paid, and the revocation occurred

18-24  only by reason of failure to pay the fees and penalties.

18-25  4.  If a limited partnership’s certificate has been revoked pursuant to

18-26  the provisions of this chapter and has remained revoked for a period of

18-27  5 years, the certificate must not be reinstated.

18-28  Sec. 36.  NRS 88.415 is hereby amended to read as follows:

18-29  88.415  The secretary of state, for services relating to his official duties

18-30  and the records of his office, shall charge and collect the following fees:

18-31  1.  For filing a certificate of limited partnership, or for registering a

18-32  foreign limited partnership, [$125.] $175.

18-33  2.  For filing a certificate of amendment of limited partnership or

18-34  restated certificate of limited partnership, [$75.

18-35  3.  For filing a reinstated certificate of limited partnership, $50.

18-36  4.  For filing the annual list of general partners and designation of a

18-37  resident agent, $85.

18-38  5.] $150.

18-39  3.  For filing a certificate of a change of location of the records office

18-40  of a limited partnership or the office of its resident agent, or a designation

18-41  of a new resident agent, [$15.

18-42  6.] $30.

18-43  4.  For certifying a certificate of limited partnership, an amendment to

18-44  the certificate, or a certificate as amended where a copy is provided, [$10]

18-45  $20 per certification.

18-46  [7.] 5.  For certifying an authorized printed copy of the limited

18-47  partnership law, [$10.

18-48  8.] $20.

19-1    6.  For reserving a limited partnership name, or for executing, filing or

19-2  certifying any other document, $20.

19-3    [9.] 7.  For copies made at the office of the secretary of state, $1 per

19-4  page.

19-5    [10.] 8.  For filing a certificate of cancellation of a limited partnership,

19-6  [$30.] $60.

19-7  Except as otherwise provided in this section, the fees set forth in NRS

19-8  78.785 apply to this chapter.

19-9    Sec. 37.  NRS 88A.600 is hereby amended to read as follows:

19-10  88A.600  1.  A business trust formed pursuant to this chapter shall

19-11  [annually,] , on or before the first day of the second month after the filing

19-12  of its certificate of trust with the secretary of state, and annually

19-13  thereafter on or before the last day of the month in which the anniversary

19-14  date of the filing of its certificate of trust with the secretary of state occurs,

19-15  file with the secretary of state , on a form furnished by him , a list signed

19-16  by at least one trustee [containing] that contains the name and mailing

19-17  address of its resident agent and at least one trustee. Each list filed

19-18  pursuant to this subsection must be accompanied by a declaration under

19-19  penalty of perjury that the business trust has complied with the

19-20  provisions of chapter 364A of NRS.

19-21  2.  Upon filing [the list,] :

19-22  (a) The initial list required by subsection 1, the business trust shall

19-23  pay to the secretary of state a fee of $165.

19-24  (b) Each annual list required by subsection 1, the business trust shall

19-25  pay to the secretary of state a fee of $85.

19-26  [2.] 3.  The secretary of state shall, 60 days before the last day for

19-27  filing [the] each annual list required by subsection 1, cause to be mailed to

19-28  each business trust which is required to comply with the provisions of NRS

19-29  88A.600 to 88A.660, inclusive, and which has not become delinquent, the

19-30  blank forms to be completed and filed with him. Failure of a business trust

19-31  to receive the forms does not excuse it from the penalty imposed by law.

19-32  [3.] 4.  An annual list for a business trust not in default which is

19-33  received by the secretary of state more than 60 days before its due date

19-34  shall be deemed an amended list for the previous year.

19-35  Sec. 38.  NRS 88A.630 is hereby amended to read as follows:

19-36  88A.630  1.  Each business trust required to file the [annual] list and

19-37  pay the fee prescribed in NRS 88A.600 to 88A.660, inclusive, which

19-38  refuses or neglects to do so within the time provided shall be deemed in

19-39  default.

19-40  2.  For default, there must be added to the amount of the fee a penalty

19-41  of [$15.] $50. The fee and penalty must be collected as provided in this

19-42  chapter.

19-43  Sec. 39.  NRS 88A.650 is hereby amended to read as follows:

19-44  88A.650  1.  Except as otherwise provided in subsection 3, the

19-45  secretary of state shall reinstate a business trust which has forfeited its right

19-46  to transact business pursuant to the provisions of this chapter and restore to

19-47  the business trust its right to carry on business in this state, and to exercise

19-48  its privileges and immunities, if it:

20-1    (a) Files with the secretary of state the list [and designation] required by

20-2  NRS 88A.600; and

20-3    (b) Pays to the secretary of state:

20-4      (1) The [annual] filing fee and penalty set forth in NRS 88A.600 and

20-5  88A.630 for each year or portion thereof during which its certificate of

20-6  trust was revoked; and

20-7      (2) A fee of [$50] $200 for reinstatement.

20-8    2.  When the secretary of state reinstates the business trust, he shall:

20-9    (a) Immediately issue and deliver to the business trust a certificate of

20-10  reinstatement authorizing it to transact business as if the filing fee had been

20-11  paid when due; and

20-12  (b) Upon demand, issue to the business trust one or more certified

20-13  copies of the certificate of reinstatement.

20-14  3.  The secretary of state shall not order a reinstatement unless all

20-15  delinquent fees and penalties have been paid, and the revocation of the

20-16  certificate of trust occurred only by reason of the failure to file the list or

20-17  pay the fees and penalties.

20-18  Sec. 40.  NRS 88A.900 is hereby amended to read as follows:

20-19  88A.900  The secretary of state shall charge and collect the following

20-20  fees for:

20-21  1.  Filing an original certificate of trust, or for registering a foreign

20-22  business trust, [$125.] $175.

20-23  2.  Filing an amendment or restatement, or a combination thereof, to a

20-24  certificate of trust, [$75.] $150.

20-25  3.  Filing a certificate of cancellation, [$125.] $175.

20-26  4.  Certifying a copy of a certificate of trust or an amendment or

20-27  restatement, or a combination thereof, [$10] $20 per certification.

20-28  5.  Certifying an authorized printed copy of this chapter, [$10.] $20.

20-29  6.  Reserving a name for a business trust, $20.

20-30  7.  Executing a certificate of existence of a business trust which does

20-31  not list the previous documents relating to it, or a certificate of change in

20-32  the name of a business trust, [$15.] $30.

20-33  8.  Executing a certificate of existence of a business trust which lists

20-34  the previous documents relating to it, [$20.] $40.

20-35  9.  Filing a statement of change of address of the registered office for

20-36  each business trust, [$15.] $30.

20-37  10.  Filing a statement of change of the registered agent, [$15.] $30.

20-38  11.  Executing, certifying or filing any certificate or document not

20-39  otherwise provided for in this section, [$20.] $40.

20-40  12.  Examining and provisionally approving a document before the

20-41  document is presented for filing, $100.

20-42  13.  Copying a document on file with him, for each page, $1.

20-43  Sec. 41.  NRS 89.210 is hereby amended to read as follows:

20-44  89.210  1.  Within 30 days [following] after the organization of a

20-45  professional association under this chapter , the association shall file with

20-46  the secretary of state a copy of the articles of association, duly executed,

20-47  and shall pay at that time a filing fee of [$25.] $175. Any such association

20-48  formed as a common law association before July 1, 1969, shall file, within

20-49  30 days [of] after July 1, 1969, a certified copy of its articles of

21-1  association, with any amendments thereto, with the secretary of state, and

21-2  shall pay at that time a filing fee of $25. A copy of any amendments to the

21-3  articles of association adopted after July 1, 1969, must also be filed with

21-4  the secretary of state within 30 days after the adoption of such

21-5  amendments. Each copy of amendments so filed must be certified as true

21-6  and correct and be accompanied by a filing fee of [$10.] $150.

21-7    2.  The name of such a professional association must contain the words

21-8  “Professional Association,” “Professional Organization” or the

21-9  abbreviations “Prof. Ass’n” or “Prof. Org.” The association may render

21-10  professional services and exercise its authorized powers under a fictitious

21-11  name if the association has first registered the name in the manner required

21-12  under chapter 602 of NRS.

21-13  Sec. 42.  NRS 89.250 is hereby amended to read as follows:

21-14  89.250  1.  A professional association shall, on or before the first day

21-15  of the second month after the filing of its articles of association with the

21-16  secretary of state, and annually thereafter on or before the last day of the

21-17  month in which the anniversary date of its organization occurs in each

21-18  year, furnish a statement to the secretary of state [showing] that contains

21-19  the names and residence addresses of all members and employees in [such

21-20  association and] the association. Each statement filed pursuant to this

21-21  subsection must be accompanied by a declaration under penalty of

21-22  perjury that the professional association has complied with the provisions

21-23  of chapter 364A of NRS.

21-24  2.  The professional association shall certify that all members and

21-25  employees are licensed to render professional service in this state.

21-26  [2.] 3.  The statement must:

21-27  (a) Be made on a form prescribed by the secretary of state and must not

21-28  contain any fiscal or other information except that expressly called for by

21-29  this section.

21-30  (b) Be signed by the chief executive officer of the association.

21-31  [3.] 4.  Upon filing [the annual] :

21-32  (a) The initial statement required by this section, the association shall

21-33  pay to the secretary of state a fee of $165.

21-34  (b) Each annual statement required by this section, the association

21-35  shall pay to the secretary of state a fee of [$15.

21-36  4.] $85.

21-37  5.  As used in this section, “signed” means to have executed or adopted

21-38  a name, word or mark, including, without limitation, a digital signature as

21-39  defined in NRS 720.060, with the present intention to authenticate a

21-40  document.

21-41  Sec. 43.  NRS 89.252 is hereby amended to read as follows:

21-42  89.252  1.  Each professional association that is required to make a

21-43  filing and pay the fee prescribed in NRS 89.250 but refuses to do so within

21-44  the time provided is in default.

21-45  2.  For default, there must be added to the amount of the fee a penalty

21-46  of [$5.] $50. The fee and penalty must be collected as provided in this

21-47  chapter.

 

 

22-1    Sec. 44.  NRS 89.256 is hereby amended to read as follows:

22-2    89.256  1.  Except as otherwise provided in subsections 3 and 4, the

22-3  secretary of state shall reinstate any professional association which has

22-4  forfeited its right to transact business under the provisions of this chapter

22-5  and restore the right to carry on business in this state and exercise its

22-6  privileges and immunities if it:

22-7    (a) Files with the secretary of state the statement and certification

22-8  required by NRS 89.250; and

22-9    (b) Pays to the secretary of state:

22-10     (1) The [annual] filing fee and penalty set forth in NRS 89.250 and

22-11  89.252 for each year or portion thereof during which the articles of

22-12  association have been revoked; and

22-13     (2) A fee of [$25] $200 for reinstatement.

22-14  2.  When the secretary of state reinstates the association to its former

22-15  rights, he shall:

22-16  (a) Immediately issue and deliver to the association a certificate of

22-17  reinstatement authorizing it to transact business, as if the fees had been

22-18  paid when due; and

22-19  (b) Upon demand, issue to the association a certified copy of the

22-20  certificate of reinstatement.

22-21  3.  The secretary of state shall not order a reinstatement unless all

22-22  delinquent fees and penalties have been paid, and the revocation of the

22-23  association’s articles of association occurred only by reason of its failure to

22-24  pay the fees and penalties.

22-25  4.  If the articles of association of a professional association have been

22-26  revoked pursuant to the provisions of this chapter and have remained

22-27  revoked for 10 consecutive years, the articles must not be reinstated.

22-28  Sec. 45.  NRS 92A.190 is hereby amended to read as follows:

22-29  92A.190  1.  One or more foreign entities may merge or enter into an

22-30  exchange of owner’s interests with one or more domestic entities if:

22-31  (a) In a merger, the merger is permitted by the law of the jurisdiction

22-32  under whose law each foreign entity is organized and governed and each

22-33  foreign entity complies with that law in effecting the merger;

22-34  (b) In an exchange, the entity whose owner’s interests will be acquired

22-35  is a domestic entity, whether or not an exchange of owner’s interests is

22-36  permitted by the law of the jurisdiction under whose law the acquiring

22-37  entity is organized;

22-38  (c) The foreign entity complies with NRS 92A.200 to 92A.240,

22-39  inclusive, if it is the surviving entity in the merger or acquiring entity in the

22-40  exchange and sets forth in the articles of merger or exchange its address

22-41  where copies of process may be sent by the secretary of state; and

22-42  (d) Each domestic entity complies with the applicable provisions of

22-43  NRS 92A.100 to 92A.180, inclusive, and, if it is the surviving entity in the

22-44  merger or acquiring entity in the exchange, with NRS 92A.200 to 92A.240,

22-45  inclusive.

22-46  2.  When the merger or exchange takes effect, the surviving foreign

22-47  entity in a merger and the acquiring foreign entity in an exchange shall be

22-48  deemed:

23-1    (a) To appoint the secretary of state as its agent for service of process in

23-2  a proceeding to enforce any obligation or the rights of dissenting owners of

23-3  each domestic entity that was a party to the merger or exchange. Service of

23-4  such process must be made by personally delivering to and leaving with the

23-5  secretary of state duplicate copies of the process and the payment of a fee

23-6  of [$25] $50 for accepting and transmitting the process. The secretary of

23-7  state shall forthwith send by registered or certified mail one of the copies to

23-8  the surviving or acquiring entity at its specified address, unless the

23-9  surviving or acquiring entity has designated in writing to the secretary of

23-10  state a different address for that purpose, in which case it must be mailed to

23-11  the last address so designated.

23-12  (b) To agree that it will promptly pay to the dissenting owners of each

23-13  domestic entity that is a party to the merger or exchange the amount, if any,

23-14  to which they are entitled under or created pursuant to NRS 92A.300 to

23-15  92A.500, inclusive.

23-16  3.  This section does not limit the power of a foreign entity to acquire

23-17  all or part of the owner’s interests of one or more classes or series of a

23-18  domestic entity through a voluntary exchange or otherwise.

23-19  Sec. 46.  NRS 92A.210 is hereby amended to read as follows:

23-20  92A.210  [The]

23-21  1.  Except as otherwise provided in this section, the fee for filing

23-22  articles of merger, articles of exchange or articles of termination is [$125.]

23-23  $325.

23-24  2.  The fee for filing articles of merger of two or more domestic

23-25  corporations is the difference between the fee computed at the rates

23-26  specified in NRS 78.760 upon the aggregate authorized stock of the

23-27  corporation created by the merger and the fee computed upon the

23-28  aggregate amount of the total authorized stock of the constituent

23-29  corporation.

23-30  3.  The fee for filing articles of merger of one or more domestic

23-31  corporations with one or more foreign corporations is the difference

23-32  between the fee computed at the rates specified in NRS 78.760 upon the

23-33  aggregate authorized stock of the corporation created by the merger and

23-34  the fee computed upon the aggregate amount of the total authorized

23-35  stock of the constituent corporations which have paid the fees required

23-36  by NRS 78.760 and 80.050.

23-37  4.  The fee for filing articles of merger of two or more domestic or

23-38  foreign corporations must not be less than $325. The amount paid

23-39  pursuant to subsection 3 must not exceed $25,000.

23-40  Sec. 47.  NRS 116.3103 is hereby amended to read as follows:

23-41  116.3103  1.  Except as otherwise provided in the declaration, the

23-42  bylaws, this section or other provisions of this chapter, the executive board

23-43  may act in all instances on behalf of the association. In the performance

23-44  of their duties, the officers and members of the executive board are

23-45  fiduciaries . [and are subject to the insulation from liability provided for

23-46  directors of corporations by the laws of this state.] The members of the

23-47  executive board are required to exercise the ordinary and reasonable care

23-48  of directors of a corporation, subject to the business-judgment rule.

24-1    2.  The executive board may not act on behalf of the association to

24-2  amend the declaration , [(NRS 116.2117),] to terminate the common-

24-3  interest community , [(NRS 116.2118),] or to elect members of the

24-4  executive board or determine their qualifications, powers and duties or

24-5  terms of office , [(subsection 1 of NRS 116.31034),] but the executive

24-6  board may fill vacancies in its membership for the unexpired portion of any

24-7  term.

24-8    3.  Within 30 days after adoption of any proposed budget for the

24-9  common-interest community, the executive board shall provide a summary

24-10  of the budget to all the units’ owners, and shall set a date for a meeting of

24-11  the units’ owners to consider ratification of the budget not less than 14 nor

24-12  more than 30 days after mailing of the summary. Unless at that meeting a

24-13  majority of all units’ owners or any larger vote specified in the declaration

24-14  reject the budget, the budget is ratified, whether or not a quorum is present.

24-15  If the proposed budget is rejected, the periodic budget last ratified by the

24-16  units’ owners must be continued until such time as the units’ owners ratify

24-17  a subsequent budget proposed by the executive board.

24-18  Sec. 48.  NRS 225.140 is hereby amended to read as follows:

24-19  225.140  1.  Except as otherwise provided in subsection 2, in addition

24-20  to other fees authorized by law, the secretary of state shall charge and

24-21  collect the following fees:

 

24-22  For a copy of any law, joint resolution, transcript of record,

24-23  or other paper on file or of record in his office, other than a

24-24  document required to be filed pursuant to Title 24 of NRS,

24-25  per page............................................. $1.00

24-26  For a copy of any document required to be filed pursuant to

24-27  Title 24 of NRS, per page...................... .50

24-28  For certifying to any such copy and use of the state

24-29  seal, for each impression  10.00

24-30  For each passport or other document signed by the governor

24-31  and attested by the secretary of state... 10.00

24-32  For a negotiable instrument returned unpaid10.00

 

24-33  2.  The secretary of state:

24-34  (a) Shall charge a reasonable fee for searching records and documents

24-35  kept in his office.

24-36  (b) May charge or collect any filing or other fees for services rendered

24-37  by him to the State of Nevada, any local governmental agency or agency of

24-38  the Federal Government, or any officer thereof in his official capacity or

24-39  respecting his office or official duties.

24-40  (c) May not charge or collect a filing or other fee for:

24-41     (1) Attesting extradition papers or executive warrants for other states.

24-42     (2) Any commission or appointment issued or made by the governor,

24-43  either for the use of the state seal or otherwise.

24-44  (d) May charge a reasonable fee, not to exceed :

24-45     (1) Five hundred dollars, for providing service within 2 hours after

24-46  the time the service is requested; and

25-1      (2) One hundred dollars, for providing any other special service,

25-2  including, but not limited to, providing service more than 2 hours but

25-3  within 24 hours after the time the service is requested, accepting

25-4  documents filed by facsimile machine and other use of new technology.

25-5    (e) Shall charge a fee, not to exceed the actual cost to the secretary of

25-6  state, for providing:

25-7      (1) A copy of any record kept in his office that is stored on a

25-8  computer or on microfilm if the copy is provided on a tape, disk or other

25-9  medium used for the storage of information by a computer or on duplicate

25-10  film.

25-11     (2) Access to his computer data base on which records are stored.

25-12  3.  [All fees] From each fee collected pursuant to paragraph (d) of

25-13  subsection 2 :

25-14  (a) The entire amount or $50, whichever is less, of the fee collected

25-15  pursuant to subparagraph (1) of that paragraph and half of the fee

25-16  collected pursuant to subparagraph (2) of that paragraph must be

25-17  deposited with the state treasurer for credit to the account for special

25-18  services of the secretary of state in the state general fund. Any amount

25-19  remaining in the account at the end of a fiscal year in excess of $2,000,000

25-20  must be transferred to the state general fund. Money in the account may be

25-21  transferred to the secretary of state’s operating general fund budget account

25-22  and must only be used to create and maintain the capability of the office of

25-23  the secretary of state to provide special services, including, but not limited

25-24  to, providing service:

25-25  [(a)] (1) On the day it is requested or within 24 hours; or

25-26  [(b)] (2) Necessary to increase or maintain the efficiency of the

25-27  office.

25-28  Any transfer of money from the account for expenditure by the secretary of

25-29  state must be approved by the interim finance committee.

25-30  (b) After deducting the amount required pursuant to paragraph (a),

25-31  the remainder must be deposited with the state treasurer for credit to the

25-32  state general fund.

25-33  Sec. 49.  NRS 600.340 is hereby amended to read as follows:

25-34  600.340  1.  A person who has adopted and is using a mark in this

25-35  state may file in the office of the secretary of state, on a form to be

25-36  furnished by the secretary of state, an application for registration of that

25-37  mark setting forth, but not limited to, the following information:

25-38  (a) Whether the mark to be registered is a trade-mark, trade name or

25-39  service mark;

25-40  (b) A description of the mark by name, words displayed in it[,] or other

25-41  information;

25-42  (c) The name and business address of the person applying for the

25-43  registration and, if it is a corporation, limited-liability company, limited

25-44  partnership or registered limited-liability partnership, the state of

25-45  incorporation or organization;

25-46  (d) The specific goods or services in connection with which the mark is

25-47  used and the mode or manner in which the mark is used in connection with

25-48  those goods or services and the class as designated by the secretary of state

25-49  which includes those goods or services;

26-1    (e) The date when the mark was first used anywhere and the date when

26-2  it was first used in this state by the applicant or his predecessor in business

26-3  which must precede the filing of the application; and

26-4    (f) A statement that the applicant is the owner of the mark and that no

26-5  other person has the right to use the mark in this state either in the form set

26-6  forth in the application or in such near resemblance to it as might deceive

26-7  or cause mistake.

26-8    2.  The application must:

26-9    (a) Be signed and verified by the applicant or by a member of the firm

26-10  or an officer of the corporation or association applying.

26-11  (b) Be accompanied by a specimen or facsimile of the mark in duplicate

26-12  and by a filing fee of [$50] $100 payable to the secretary of state.

26-13  3.  If the application fails to comply with this section or NRS 600.343,

26-14  the secretary of state shall return it for correction.

26-15  Sec. 50.  NRS 600.355 is hereby amended to read as follows:

26-16  600.355  1.  If any statement in an application for registration of a

26-17  mark was incorrect when made or any arrangements or other facts

26-18  described in the application have changed, making the application

26-19  inaccurate in any respect without materially altering the mark, the

26-20  registrant shall promptly file in the office of the secretary of state a

26-21  certificate, signed by the registrant or his successor or by a member of the

26-22  firm or an officer of the corporation or association to which the mark is

26-23  registered, correcting the statement.

26-24  2.  Upon the filing of a certificate of amendment or judicial decree of

26-25  amendment and the payment of a filing fee of [$30,] $60, the secretary of

26-26  state shall issue, in accordance with NRS 600.350, an amended certificate

26-27  of registration for the remainder of the period of the registration.

26-28  Sec. 51.  NRS 600.360 is hereby amended to read as follows:

26-29  600.360  1.  The registration of a mark is effective for 5 years from

26-30  the date of registration and, upon application filed within 6 months before

26-31  the expiration of that period, on a form to be furnished by the secretary of

26-32  state, the registration may be renewed for a successive period of 5 years. A

26-33  renewal fee of [$25,] $50, payable to the secretary of state, must

26-34  accompany the application for renewal of the registration.

26-35  2.  The registration of a mark may be renewed for additional successive

26-36  5-year periods if the requirements of subsection 1 are satisfied.

26-37  3.  The secretary of state shall give notice to each registrant when his

26-38  registration is about to expire. The notice must be given within the year

26-39  next preceding the expiration date, by writing to the registrant’s last known

26-40  address.

26-41  4.  All applications for renewals must include a statement that the mark

26-42  is still in use in this state.

26-43  Sec. 52.  NRS 600.370 is hereby amended to read as follows:

26-44  600.370  1.  A mark and its registration are assignable with the good

26-45  will of the business in which the mark is used, or with that part of the good

26-46  will of the business connected with the use of and symbolized by the mark.

26-47  An assignment must:

26-48  (a) Be in writing;

27-1    (b) Be signed and acknowledged by the registrant or his successor or a

27-2  member of the firm or an officer of the corporation or association under

27-3  whose name the mark is registered; and

27-4    (c) Be recorded with the secretary of state upon the payment of a fee of

27-5  [$50] $100 to the secretary of state who, upon recording the assignment,

27-6  shall issue in the name of the assignee a certificate of assignment for the

27-7  remainder of the period of the registration.

27-8    2.  An assignment of any registration is void as against any subsequent

27-9  purchaser for valuable consideration without notice, unless:

27-10  (a) The assignment is recorded with the secretary of state within

27-11  3 months after the date of the assignment; or

27-12  (b) The assignment is recorded before the subsequent purchase.

27-13  Sec. 53.  NRS 600.395 is hereby amended to read as follows:

27-14  600.395  The fee for filing a cancellation of registration pursuant to

27-15  NRS 600.390 is [$25.] $50.

27-16  Sec. 54.  NRS 78.770 is hereby repealed.

27-17  Sec. 55.  It is the intent of the legislature in enacting section 1 of this

27-18  act to codify the equitable doctrine of the common law known as “piercing

27-19  the corporate veil,” “alter ego” or “disregarding the corporate fiction.” In

27-20  codifying this equitable doctrine, the legislature intends for the provisions

27-21  of section 1 of this act to preempt entirely the equitable doctrine as it exists

27-22  in the common law on the effective date of section 1 of this act. Further, it

27-23  is the intent of the legislature to change the equitable doctrine, pursuant to

27-24  section 1 of this act, so that a stockholder, director or officer of a

27-25  corporation may not be made individually liable for a debt or liability of

27-26  the corporation unless, among other findings, the court finds that the

27-27  stockholder, director or officer has actually committed fraud in connection

27-28  with the debt or liability in question.

27-29  Sec. 56.  Sections 1, 2, 3, 8, 9, 47 and 55 of this act do not apply to any

27-30  cause of action that accrues before the effective date of this section.

27-31  Sec. 57.  Notwithstanding the provisions of section 59 of this act to the

27-32  contrary, the amendatory provisions of section 42 of this act do not apply

27-33  to the filing of the statement of a professional association, or the fee for

27-34  that filing, before August 1, 2001, except that a professional association

27-35  whose anniversary date for the 2001 calendar year falls on or after August

27-36  1, 2001, shall comply with that section as amended by this act, even if the

27-37  filing is made before August 1, 2001.

27-38  Sec. 58.  Notwithstanding any provision of NRS 225.140 to the

27-39  contrary:

27-40  1.  The state controller shall, without obtaining the approval of the

27-41  interim finance committee and in addition to any amounts transferred

27-42  pursuant to that section with the approval of the interim finance committee,

27-43  transfer from the account for special services of the secretary of state to the

27-44  secretary of state’s operating general fund budget account:

27-45  For the fiscal year 2001-2002............ $300,000

27-46  For the fiscal year 2002-2003............ $250,000

 

 

28-1    2.  The secretary of state may expend the amounts transferred pursuant

28-2  to subsection 1 for such additional personnel, equipment, supplies, office

28-3  space and other costs as are necessary to carry out the provisions of this

28-4  act.

28-5    Sec. 59.  1.  This section and sections 1, 2, 3, 8, 9, 47 and 55 to 58,

28-6  inclusive, of this act become effective upon passage and approval.

28-7    2.  Section 48 of this act becomes effective at 12:01 a.m. on July 1,

28-8  2001.

28-9    3.  Sections 4 to 7, inclusive, 10 to 46, inclusive, and 49 to 54,

28-10  inclusive, of this act become effective:

28-11  (a) Upon passage and approval for the purpose of adopting regulations

28-12  and performing any other preparatory administrative tasks that are

28-13  necessary to carry out the provisions of this act; and

28-14  (b) On August 1, 2001, for all other purposes.

 

28-15  TEXT OF REPEALED SECTION

 

28-16  78.770  Filing fees: Articles of merger; articles of exchange.

28-17  1.  The fee for filing articles of merger of two or more domestic

28-18   corporations is the difference between the fee computed at the rates

28-19   specified in NRS 78.760 upon the aggregate authorized stock of the

28-20   corporation created by the merger and the fee so computed upon the

28-21   aggregate amount of the total authorized stock of the constituent

28-22   corporations.

28-23  2.  The fee for filing articles of merger of one or more domestic

28-24   corporations with one or more foreign corporations is the difference

28-25   between the fee computed at the rates specified in NRS 78.760 upon the

28-26   aggregate authorized stock of the corporation created by the merger and

28-27   the fee so computed upon the aggregate amount of the total authorized

28-28   stock of the constituent corporations which have paid fees as required by

28-29   NRS 78.760 and 80.050.

28-30  3.  In no case may the amount paid be less than $125, and in no case

28-31   may the amount paid pursuant to subsection 2 exceed $25,000.

28-32  4.  The fee for filing articles of exchange is $125.

 

28-33  H