REQUIRES TWO-THIRDS MAJORITY VOTE (§§ 1.5, 4, 6, 7, 8.5, 10, 11, 12, 13, 14, 15, 16, 18, 19, 19.5, 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, 54, 55, 56, 57, 58)
(REPRINTED WITH ADOPTED AMENDMENTS)
SECOND REPRINT S.B. 577
Senate Bill No. 577–Senators James, Raggio, O’Donnell, Amodei, Rawson, Jacobsen and McGinness
May 24, 2001
____________
Referred to Committee on Judiciary
SUMMARY—Revises 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.
Green numbers along left margin indicate location on the printed bill (e.g., 5-15 indicates page 5, line 15).
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 is individually liable for a debt or
1-5 liability of the corporation, unless:
1-6 (a) The stockholder, director or officer acts as the alter ego of the
1-7 corporation; or
1-8 (b) The corporate fiction of a separate entity should be disregarded for
1-9 any other reason.
1-10 2. A stockholder, director or officer acts as the alter ego of a
1-11 corporation if:
1-12 (a) The corporation is influenced and governed by the stockholder,
1-13 director or officer;
1-14 (b) There is such unity of interest and ownership that the corporation
1-15 and the stockholder, director or officer are inseparable from each other;
1-16 and
2-1 (c) Adherence to the corporate fiction of a separate entity would
2-2 sanction fraud or promote injustice.
2-3 Sec. 1.5. NRS 78.0295 is hereby amended to read as follows:
2-4 78.0295 1. A corporation may correct a document filed by the
2-5 secretary of state with respect to the corporation if the document contains
2-6 an inaccurate record of a corporate action described in the document or was
2-7 defectively executed, attested, sealed, verified or acknowledged.
2-8 2. To correct a document, the corporation shall:
2-9 (a) Prepare a certificate of correction which:
2-10 (1) States the name of the corporation;
2-11 (2) Describes the document, including, without limitation, its filing
2-12 date;
2-13 (3) Specifies the inaccuracy or defect;
2-14 (4) Sets forth the inaccurate or defective portion of the document in
2-15 an accurate or corrected
2-16 form; and
2-17 (5) Is signed by an officer of the corporation.
2-18 (b) Deliver the certificate to the secretary of state for filing.
2-19 (c) Pay a filing fee of [$75] $150 to the secretary of state.
2-20 3. A certificate of correction is effective on the effective date of the
2-21 document it corrects except as to persons relying on the uncorrected
2-22 document and adversely affected by the correction. As to those persons, the
2-23 certificate is effective when filed.
2-24 Sec. 2. NRS 78.037 is hereby amended to read as follows:
2-25 78.037 The articles of incorporation may also contain[:
2-26 1. A provision eliminating or limiting the personal liability of a
2-27 director or officer to the corporation or its stockholders for damages for
2-28 breach of fiduciary duty as a director or officer, but such a provision must
2-29 not eliminate or limit the liability of a director or officer for:
2-30 (a) Acts or omissions which involve intentional misconduct, fraud or a
2-31 knowing violation of law; or
2-32 (b) The payment of distributions in violation of NRS 78.300.
2-33 2. Any] any provision, not contrary to the laws of this state[, for] :
2-34 1. For the management of the business and for the conduct of the
2-35 affairs of the corporation[, and any provision creating,] ;
2-36 2. Creating, defining, limiting or regulating the powers of the
2-37 corporation or the rights, powers or duties of the directors, [and] the
2-38 officers or the stockholders, or any class of the stockholders, or the holders
2-39 of bonds or other obligations of the corporation[, or governing] ; or
2-40 3. Governing the distribution or division of the profits of the
2-41 corporation.
2-42 Sec. 3. NRS 78.138 is hereby amended to read as follows:
2-43 78.138 1. Directors and officers shall exercise their powers in good
2-44 faith and with a view to the interests of the corporation.
2-45 2. In performing their respective duties, directors and officers are
2-46 entitled to rely on information, opinions, reports, books of account or
2-47 statements, including financial statements and other financial data, that are
2-48 prepared or presented by:
3-1 (a) One or more directors, officers or employees of the corporation
3-2 reasonably believed to be reliable and competent in the matters prepared or
3-3 presented;
3-4 (b) Counsel, public accountants, financial advisers, valuation advisers,
3-5 investment bankers or other persons as to matters reasonably believed to
3-6 be within the preparer’s or presenter’s professional or expert competence;
3-7 or
3-8 (c) A committee on which the director or officer relying thereon does
3-9 not serve, established in accordance with NRS 78.125, as to matters within
3-10 the committee’s designated authority and matters on which the committee
3-11 is reasonably believed to merit confidence,
3-12 but a director or officer is not entitled to rely on such information,
3-13 opinions, reports, books of account or statements if he has knowledge
3-14 concerning the matter in question that would cause reliance thereon to be
3-15 unwarranted.
3-16 3. Directors and officers, in deciding upon matters of business, are
3-17 presumed to act in good faith, on an informed basis and with a view to the
3-18 interests of the corporation.
3-19 4. Directors and officers, in exercising their respective powers with a
3-20 view to the interests of the corporation, may consider:
3-21 (a) The interests of the corporation’s employees, suppliers, creditors and
3-22 customers;
3-23 (b) The economy of the state and nation;
3-24 (c) The interests of the community and of society; and
3-25 (d) The long-term as well as short-term interests of the corporation and
3-26 its stockholders, including the possibility that these interests may be best
3-27 served by the continued independence of the corporation.
3-28 5. Directors and officers are not required to consider the effect of a
3-29 proposed corporate action upon any particular group having an interest in
3-30 the corporation as a dominant factor.
3-31 6. The provisions of subsections 4 and 5 do not create or authorize any
3-32 causes of action against the corporation or its directors or officers.
3-33 7. Except as otherwise provided in NRS 35.230, 78.300, 90.660,
3-34 91.250, 452.200, 452.270, 668.045 and 694A.030, a director or officer is
3-35 not individually liable to the corporation or its stockholders for any
3-36 damages as a result of any act or failure to act in his capacity as a
3-37 director or officer unless it is proven that:
3-38 (a) His act or failure to act constituted a breach of his fiduciary duties
3-39 as a director or officer; or
3-40 (b) His breach of those duties involved intentional misconduct, fraud
3-41 or a knowing violation of law.
3-42 Sec. 4. NRS 78.150 is hereby amended to read as follows:
3-43 78.150 1. A corporation organized pursuant to the laws of this state
3-44 shall, on or before the first day of the second month after the filing of its
3-45 articles of incorporation with the secretary of state, file with the secretary
3-46 of state a list, on a form furnished by him, containing:
3-47 (a) The name of the corporation;
3-48 (b) The file number of the corporation, if known;
4-1 (c) The names and titles of the president, secretary, treasurer and of all
4-2 the directors of the corporation;
4-3 (d) The mailing or street address, either residence or business, of each
4-4 officer and director listed, following the name of the officer or director;
4-5 [and]
4-6 (e) The name and street address of the resident agent of the
4-7 corporation; and
4-8 (f) The signature of an officer of the corporation certifying that the list
4-9 is true, complete and accurate.
4-10 2. The corporation shall annually thereafter, on or before the last day
4-11 of the month in which the anniversary date of incorporation occurs in each
4-12 year, file with the secretary of state, on a form furnished by him, an annual
4-13 list containing all of the information required in subsection 1.
4-14 3. Each list required by subsection 1 or 2 must be accompanied by a
4-15 declaration under penalty of perjury that the corporation has complied
4-16 with the provisions of chapter 364A of NRS.
4-17 4. Upon filing the [annual] list required by [subsection] :
4-18 (a) Subsection 1, the corporation shall pay to the secretary of state a
4-19 fee of $165.
4-20 (b) Subsection 2, the corporation shall pay to the secretary of state a fee
4-21 of $85.
4-22 [4.] 5. The secretary of state shall, 60 days before the last day for
4-23 filing [the] each annual list required by subsection 2, cause to be mailed to
4-24 each corporation which is required to comply with the provisions of NRS
4-25 78.150 to 78.185, inclusive, and which has not become delinquent, a notice
4-26 of the fee due pursuant to subsection [3] 4 and a reminder to file the annual
4-27 list required by subsection 2. Failure of any corporation to receive a notice
4-28 or form does not excuse it from the penalty imposed by law.
4-29 [5.] 6. If the list to be filed pursuant to the provisions of subsection 1
4-30 or 2 is defective in any respect or the fee required by subsection [3, 6 or 7]
4-31 4 or 8 is not paid, the secretary of state may return the list for correction or
4-32 payment.
4-33 [6.] 7. An annual list for a corporation not in default which is received
4-34 by the secretary of state more than 60 days before its due date shall be
4-35 deemed an amended list for the previous year and must be accompanied by
4-36 a fee of $85 for filing. A payment submitted pursuant to this subsection
4-37 does not satisfy the requirements of subsection 2 for the year to which the
4-38 due date is applicable.
4-39 [7.] 8. If the corporation is an association as defined in NRS
4-40 116.110315, the secretary of state shall not accept the filing required by
4-41 this section unless it is accompanied by evidence of the payment of the fee
4-42 required to be paid pursuant to NRS 116.31155 that is provided to the
4-43 association pursuant to subsection 4 of that section.
4-44 Sec. 5. NRS 78.155 is hereby amended to read as follows:
4-45 78.155 If a corporation has filed the initial or annual list [of officers
4-46 and directors and designation of resident agent] in compliance with NRS
4-47 78.150 and has paid the appropriate fee for the filing, the canceled check
4-48 received by the corporation constitutes a certificate authorizing it to
4-49 transact its business within this state until the last day of the month in
5-1 which the anniversary of its incorporation occurs in the next succeeding
5-2 calendar year. If the corporation desires a formal certificate upon its
5-3 payment of the initial or annual fee, its payment must be accompanied by a
5-4 self-addressed, stamped envelope.
5-5 Sec. 6. NRS 78.170 is hereby amended to read as follows:
5-6 78.170 1. Each corporation required to make a filing and pay the fee
5-7 prescribed in NRS 78.150 to 78.185, inclusive, which refuses or neglects to
5-8 do so within the time provided shall be deemed in default.
5-9 2. For default there must be added to the amount of the fee a penalty of
5-10 [$15.] $50. The fee and penalty must be collected as provided in this
5-11 chapter.
5-12 Sec. 7. NRS 78.180 is hereby amended to read as follows:
5-13 78.180 1. Except as otherwise provided in subsections 3 and 4, the
5-14 secretary of state shall reinstate a corporation which has forfeited its right
5-15 to transact business pursuant to the provisions of this chapter and restore to
5-16 the corporation its right to carry on business in this state, and to exercise its
5-17 corporate privileges and immunities, if it:
5-18 (a) Files with the secretary of state the list required by NRS 78.150; and
5-19 (b) Pays to the secretary of state:
5-20 (1) The [annual] filing fee and penalty set forth in NRS 78.150 and
5-21 78.170 for each year or portion thereof during which it failed to file each
5-22 required annual list in a timely manner; and
5-23 (2) A fee of [$50] $200 for reinstatement.
5-24 2. When the secretary of state reinstates the corporation, he shall:
5-25 (a) Immediately issue and deliver to the corporation a certificate of
5-26 reinstatement authorizing it to transact business as if the filing fee or fees
5-27 had been paid when due; and
5-28 (b) Upon demand, issue to the corporation one or more certified copies
5-29 of the certificate of reinstatement.
5-30 3. The secretary of state shall not order a reinstatement unless all
5-31 delinquent fees and penalties have been paid, and the revocation of the
5-32 charter occurred only by reason of failure to pay the fees and penalties.
5-33 4. If a corporate charter has been revoked pursuant to the provisions of
5-34 this chapter and has remained revoked for a period of 5 consecutive years,
5-35 the charter must not be reinstated.
5-36 Sec. 8. (Deleted by amendment.)
5-37 Sec. 8.5. NRS 78.390 is hereby amended to read as follows:
5-38 78.390 1. Every amendment adopted pursuant to the provisions of
5-39 NRS 78.385 must be made in the following manner:
5-40 (a) The board of directors must adopt a resolution setting forth the
5-41 amendment proposed and declaring its advisability, and either call a special
5-42 meeting of the stockholders entitled to vote on the amendment or direct
5-43 that the proposed amendment be considered at the next annual meeting of
5-44 the stockholders entitled to vote on the amendment.
5-45 (b) At the meeting, of which notice must be given to each stockholder
5-46 entitled to vote pursuant to the provisions of this section, a vote of the
5-47 stockholders entitled to vote in person or by proxy must be taken for and
5-48 against the proposed amendment. If it appears upon the canvassing of the
5-49 votes that stockholders holding shares in the corporation entitling them to
6-1 exercise at least a majority of the voting power, or such greater proportion
6-2 of the voting power as may be required in the case of a vote by classes or
6-3 series, as provided in subsections 2 and 4, or as may be required by the
6-4 provisions of the articles of incorporation, have voted in favor of the
6-5 amendment, an officer of the corporation shall sign a certificate setting
6-6 forth the amendment, or setting forth the articles of incorporation as
6-7 amended, and the vote by which the amendment was adopted.
6-8 (c) The certificate so signed must be filed with the secretary of state.
6-9 2. If any proposed amendment would adversely alter or change any
6-10 preference or any relative or other right given to any class or series of
6-11 outstanding shares, then the amendment must be approved by the vote, in
6-12 addition to the affirmative vote otherwise required, of the holders of shares
6-13 representing a majority of the voting power of each class or series
6-14 adversely affected by the amendment regardless of limitations or
6-15 restrictions on the voting power thereof.
6-16 3. Provision may be made in the articles of incorporation requiring, in
6-17 the case of any specified amendments, a larger proportion of the voting
6-18 power of stockholders than that required by this section.
6-19 4. Different series of the same class of shares do not constitute
6-20 different classes of shares for the purpose of voting by classes except when
6-21 the series is adversely affected by an amendment in a different manner than
6-22 other series of the same class.
6-23 5. The resolution of the stockholders approving the proposed
6-24 amendment may provide that at any time before the effective date of the
6-25 amendment, notwithstanding approval of the proposed amendment by the
6-26 stockholders, the board of directors may, by resolution, abandon the
6-27 proposed amendment without further action by the stockholders.
6-28 6. A certificate filed pursuant to subsection 1 becomes effective upon
6-29 filing with the secretary of state or upon a later date specified in the
6-30 certificate, which must not be later than 90 days after the certificate is filed.
6-31 7. If a certificate filed pursuant to subsection 1 specifies an effective
6-32 date and if the resolution of the stockholders approving the proposed
6-33 amendment provides that the board of directors may abandon the proposed
6-34 amendment pursuant to subsection 5, the board of directors may terminate
6-35 the effectiveness of the certificate by resolution and by filing a certificate
6-36 of termination with the secretary of state that:
6-37 (a) Is filed before the effective date specified in the certificate filed
6-38 pursuant to subsection 1;
6-39 (b) Identifies the certificate being terminated;
6-40 (c) States that, pursuant to the resolution of the stockholders, the board
6-41 of directors is authorized
6-42 to terminate the effectiveness of the certificate;
6-43 (d) States that the effectiveness of the certificate has been terminated;
6-44 (e) Is signed by an officer of the corporation; and
6-45 (f) Is accompanied by a filing fee of [$75.] $150.
6-46 Sec. 9. NRS 78.7502 is hereby amended to read as follows:
6-47 78.7502 1. A corporation may indemnify any person who was or is a
6-48 party or is threatened to be made a party to any threatened, pending or
6-49 completed action, suit or proceeding, whether civil, criminal,
7-1 administrative or investigative, except an action by or in the right of the
7-2 corporation, by reason of the fact that he is or was a director, officer,
7-3 employee or agent of the corporation, or is or was serving at the request of
7-4 the corporation as a director, officer, employee or agent of another
7-5 corporation, partnership, joint venture, trust or other enterprise, against
7-6 expenses, including attorneys’ fees, judgments, fines and amounts paid in
7-7 settlement actually and reasonably incurred by him in connection with the
7-8 action, suit or proceeding if he [acted] :
7-9 (a) Is not liable pursuant to NRS 78.138; or
7-10 (b) Acted in good faith and in a manner which he reasonably believed to
7-11 be in or not opposed to the best interests of the corporation, and, with
7-12 respect to any criminal action or proceeding, had no reasonable cause to
7-13 believe his conduct was unlawful.
7-14 The termination of any action, suit or proceeding by judgment, order,
7-15 settlement, conviction or upon a plea of nolo contendere or its equivalent,
7-16 does not, of itself, create a presumption that the person is liable pursuant
7-17 to NRS 78.138 or did not act in good faith and in a manner which he
7-18 reasonably believed to be in or not opposed to the best interests of the
7-19 corporation, [and] or that, with respect to any criminal action or
7-20 proceeding, he had reasonable cause to believe that his conduct was
7-21 unlawful.
7-22 2. A corporation may indemnify any person who was or is a party or is
7-23 threatened to be made a party to any threatened, pending or completed
7-24 action or suit by or in the right of the corporation to procure a judgment in
7-25 its favor by reason of the fact that he is or was a director, officer, employee
7-26 or agent of the corporation, or is or was serving at the request of the
7-27 corporation as a director, officer, employee or agent of another corporation,
7-28 partnership, joint venture, trust or other enterprise against expenses,
7-29 including amounts paid in settlement and attorneys’ fees actually and
7-30 reasonably incurred by him in connection with the defense or settlement of
7-31 the action or suit if he [acted] :
7-32 (a) Is not liable pursuant to NRS 78.138; or
7-33 (b) Acted in good faith and in a manner which he reasonably believed to
7-34 be in or not opposed to the best interests of the corporation.
7-35 Indemnification may not be made for any claim, issue or matter as to which
7-36 such a person has been adjudged by a court of competent jurisdiction, after
7-37 exhaustion of all appeals therefrom, to be liable to the corporation or for
7-38 amounts paid in settlement to the corporation, unless and only to the extent
7-39 that the court in which the action or suit was brought or other court of
7-40 competent jurisdiction determines upon application that in view of all the
7-41 circumstances of the case, the person is fairly and reasonably entitled to
7-42 indemnity for such expenses as the court deems proper.
7-43 3. To the extent that a director, officer, employee or agent of a
7-44 corporation has been successful on the merits or otherwise in defense of
7-45 any action, suit or proceeding referred to in subsections 1 and 2, or in
7-46 defense of any claim, issue or matter therein, the corporation shall
7-47 indemnify him against expenses, including attorneys’ fees, actually and
7-48 reasonably incurred by him in connection with the defense.
8-1 Sec. 10. NRS 78.760 is hereby amended to read as follows:
8-2 78.760 1. The fee for filing articles of incorporation is prescribed in
8-3 the following schedule:
8-4 If the amount represented by the total number of shares
8-5 provided for in the articles is:
8-6 [$25,000 or less................................... $125
8-7 Over $25,000 and not over] $75,000 or less$175
8-8 Over $75,000 and not over $200,000...... 225
8-9 Over $200,000 and not over $500,000..... 325
8-10 Over $500,000 and not over $1,000,000. 425
8-11 Over $1,000,000:
8-12 For the first $1,000,000 425
8-13 For each additional $500,000 or fraction thereof................................................... 225
8-14 2. The maximum fee which may be charged pursuant to this section is
8-15 $25,000 for:
8-16 (a) The original filing of articles of incorporation.
8-17 (b) A subsequent filing of any instrument which authorizes an increase
8-18 in stock.
8-19 3. For the purposes of computing the filing fees according to the
8-20 schedule in subsection 1, the amount represented by the total number of
8-21 shares provided for in the articles of incorporation is:
8-22 (a) The aggregate par value of the shares, if only shares with a par value
8-23 are therein provided for;
8-24 (b) The product of the number of shares multiplied by $1, regardless of
8-25 any lesser amount prescribed as the value or consideration for which shares
8-26 may be issued and disposed of, if only shares without par value are therein
8-27 provided for; or
8-28 (c) The aggregate par value of the shares with a par value plus the
8-29 product of the number of shares without par value multiplied by
8-30 $1, regardless of any lesser amount prescribed as the value or consideration
8-31 for which the shares without par value may be issued and disposed of, if
8-32 shares with and without par value are therein provided for.
8-33 For the purposes of this subsection, shares with no prescribed par value
8-34 shall be deemed shares without par value.
8-35 4. The secretary of state shall calculate filing fees pursuant to this
8-36 section with respect to shares with a par value of less than one-tenth of a
8-37 cent as if the par value were one-tenth of a cent.
8-38 Sec. 11. NRS 78.765 is hereby amended to read as follows:
8-39 78.765 1. The fee for filing a certificate changing the number of
8-40 authorized shares pursuant to NRS 78.209 or a certificate of amendment to
8-41 articles of incorporation that increases the corporation’s authorized stock or
8-42 a certificate of correction that increases the corporation’s authorized stock
8-43 is the difference between the fee computed at the rates specified in NRS
8-44 78.760 upon the total authorized stock of the corporation, including the
8-45 proposed increase, and the fee computed at the rates specified in NRS
8-46 78.760 upon the total authorized capital, excluding the proposed increase.
8-47 In no case may the amount be less than [$75.] $150.
9-1 2. The fee for filing a certificate of amendment to articles of
9-2 incorporation that does not increase the corporation’s authorized stock or a
9-3 certificate of correction that does not increase the corporation’s authorized
9-4 stock is [$75.] $150.
9-5 3. The fee for filing a certificate or an amended certificate pursuant to
9-6 NRS 78.1955 is [$75.] $150.
9-7 4. The fee for filing a certificate of termination pursuant to NRS
9-8 78.1955, 78.209 or 78.380 is [$75.] $150.
9-9 Sec. 12. NRS 78.767 is hereby amended to read as follows:
9-10 78.767 1. The fee for filing a certificate of restated articles of
9-11 incorporation that does not increase the corporation’s authorized stock is
9-12 [$75.] $150.
9-13 2. The fee for filing a certificate of restated articles of incorporation
9-14 that increases the corporation’s authorized stock is the difference between
9-15 the fee computed pursuant to NRS 78.760 based upon the total authorized
9-16 stock of the corporation, including the proposed increase, and the fee
9-17 computed pursuant to NRS 78.760 based upon the total authorized stock of
9-18 the corporation, excluding the proposed increase. In no case may the
9-19 amount be less than [$75.] $150.
9-20 Sec. 13. NRS 78.780 is hereby amended to read as follows:
9-21 78.780 1. The fee for filing a certificate of extension of corporate
9-22 existence of any corporation is an amount equal to one-fourth of the fee
9-23 computed at the rates specified in NRS 78.760 for filing articles of
9-24 incorporation.
9-25 2. The fee for filing a certificate of dissolution whether it occurs before
9-26 or after payment of capital and beginning of business is [$30.] $60.
9-27 Sec. 14. NRS 78.785 is hereby amended to read as follows:
9-28 78.785 1. The fee for filing a certificate of change of location of a
9-29 corporation’s registered office and resident agent, or a new designation of
9-30 resident agent, is [$15.] $30.
9-31 2. The fee for certifying articles of incorporation where a copy is
9-32 provided is [$10.] $20.
9-33 3. The fee for certifying a copy of an amendment to articles of
9-34 incorporation, or to a copy of the articles as amended, where a copy is
9-35 furnished, is [$10.] $20.
9-36 4. The fee for certifying an authorized printed copy of the general
9-37 corporation law as compiled by the secretary of state is [$10.] $20.
9-38 5. The fee for reserving a corporate name is $20.
9-39 6. The fee for executing a certificate of corporate existence which does
9-40 not list the previous documents relating to the corporation, or a certificate
9-41 of change in a corporate name, is [$20.] $40.
9-42 7. The fee for executing a certificate of corporate existence which lists
9-43 the previous documents relating to the corporation is [$20.] $40.
9-44 8. The fee for executing, certifying or filing any certificate or
9-45 document not provided for in NRS 78.760 to 78.785, inclusive, is [$20.]
9-46 $40.
9-47 9. The fee for copies made at the office of the secretary of state is $1
9-48 per page.
10-1 10. The [fee] fees for filing articles of incorporation, articles of
10-2 merger, or certificates of amendment increasing the basic surplus of a
10-3 mutual or reciprocal insurer must be computed pursuant to NRS 78.760,
10-4 78.765 and 92A.210, on the basis of the amount of basic surplus of the
10-5 insurer.
10-6 11. The fee for examining and provisionally approving any document
10-7 at any time before the document is presented for filing is $100.
10-8 Sec. 15. NRS 80.050 is hereby amended to read as follows:
10-9 80.050 1. Except as otherwise provided in subsection 3, foreign
10-10 corporations shall pay the same fees to the secretary of state as are required
10-11 to be paid by corporations organized pursuant to the laws of this state, but
10-12 the amount of fees to be charged must not exceed:
10-13 (a) The sum of $25,000 for filing documents for initial qualification; or
10-14 (b) The sum of $25,000 for each subsequent filing of a certificate
10-15 increasing authorized capital stock.
10-16 2. If the corporate documents required to be filed set forth only the
10-17 total number of shares of stock the corporation is authorized to issue
10-18 without reference to value, the authorized shares shall be deemed to be
10-19 without par value and the filing fee must be computed pursuant to
10-20 paragraph (b) of subsection 3 of NRS 78.760.
10-21 3. Foreign corporations which are nonprofit corporations and do not
10-22 have or issue shares of stock shall pay the same fees to the secretary of
10-23 state as are required to be paid by nonprofit corporations organized
10-24 pursuant to the laws of this state.
10-25 4. The fee for filing a notice of withdrawal from the State of Nevada
10-26 by a foreign corporation is [$30.] $60.
10-27 Sec. 16. NRS 80.110 is hereby amended to read as follows:
10-28 80.110 1. Each foreign corporation doing business in this state shall,
10-29 on or before the first day of the second month after the filing of its
10-30 certificate of corporate existence with the secretary of state, and annually
10-31 thereafter on or before the last day of the month in which the anniversary
10-32 date of its qualification to do business in this state occurs in each year, file
10-33 with the secretary of state[,] a list, on a form furnished by him, [a list of]
10-34 that contains:
10-35 (a) The names of its president, secretary and treasurer or their
10-36 equivalent, and all of its directors [and a] ;
10-37 (b) A designation of its resident agent in this state[, signed by] ; and
10-38 (c) The signature of an officer of the corporation.
10-39 Each list filed pursuant to this subsection must be accompanied by a
10-40 declaration under penalty of perjury that the foreign corporation has
10-41 complied with the provisions of chapter 364A of NRS.
10-42 2. Upon filing [the list and designation,] :
10-43 (a) The initial list required by subsection 1, the corporation shall pay
10-44 to the secretary of state a fee of $165.
10-45 (b) Each annual list required by subsection 1, the corporation shall pay
10-46 to the secretary of state a fee of $85.
10-47 3. The secretary of state shall, 60 days before the last day for filing
10-48 [the] each annual list required by subsection 1, cause to be mailed to each
10-49 corporation required to comply with the provisions of NRS 80.110 to
11-1 80.170, inclusive, which has not become delinquent, the blank forms to be
11-2 completed and filed with him. Failure of any corporation to receive the
11-3 forms does not excuse it from the penalty imposed by the provisions of
11-4 NRS 80.110 to 80.170, inclusive.
11-5 4. An annual list for a corporation not in default which is received by
11-6 the secretary of state more than 60 days before its due date shall be deemed
11-7 an amended list for the previous year and does not satisfy the requirements
11-8 of subsection 1 for the year to which the due date is applicable.
11-9 Sec. 17. NRS 80.120 is hereby amended to read as follows:
11-10 80.120 If a corporation has filed the initial or annual list [of officers
11-11 and directors and designation of resident agent] in compliance with NRS
11-12 80.110 and has paid the appropriate fee for the filing, the canceled check
11-13 received by the corporation constitutes a certificate authorizing it to
11-14 transact its business within this state until the last day of the month in
11-15 which the anniversary of its qualification to transact business occurs in the
11-16 next succeeding calendar year. If the corporation desires a formal
11-17 certificate upon its payment of the initial or annual fee, its payment must be
11-18 accompanied by a self-addressed, stamped envelope.
11-19 Sec. 18. NRS 80.150 is hereby amended to read as follows:
11-20 80.150 1. Any corporation required to make a filing and pay the fee
11-21 prescribed in NRS 80.110 to 80.170, inclusive, which refuses or neglects to
11-22 do so within the time provided, is in default.
11-23 2. For default there must be added to the amount of the fee a penalty of
11-24 [$15,] $50, and unless the filing is made and the fee and penalty are paid
11-25 on or before the first day of the ninth month following the month in which
11-26 filing was required, the defaulting corporation by reason of its default
11-27 forfeits its right to transact any business within this state. The fee and
11-28 penalty must be collected as provided in this chapter.
11-29 Sec. 19. NRS 80.170 is hereby amended to read as follows:
11-30 80.170 1. Except as otherwise provided in subsections 3 and 4, the
11-31 secretary of state shall reinstate a corporation which has forfeited or which
11-32 forfeits its right to transact business under the provisions of this chapter
11-33 and restore to the corporation its right to transact business in this state, and
11-34 to exercise its corporate privileges and immunities if it:
11-35 (a) Files with the secretary of state a list [of officers and directors] as
11-36 provided in NRS 80.110 and 80.140; and
11-37 (b) Pays to the secretary of state:
11-38 (1) The [annual] filing fee and penalty set forth in NRS 80.110 and
11-39 80.150 for each year or portion thereof that its right to transact business
11-40 was forfeited; and
11-41 (2) A fee of [$50] $200 for reinstatement.
11-42 2. If payment is made and the secretary of state reinstates the
11-43 corporation to its former rights , he shall:
11-44 (a) Immediately issue and deliver to the corporation so reinstated a
11-45 certificate of reinstatement authorizing it to transact business in the same
11-46 manner as if the filing fee had been paid when due; and
11-47 (b) Upon demand, issue to the corporation one or more certified copies
11-48 of the certificate of reinstatement.
12-1 3. The secretary of state shall not order a reinstatement unless all
12-2 delinquent fees and penalties have been paid, and the revocation of the
12-3 right to transact business occurred only by reason of failure to pay the fees
12-4 and penalties.
12-5 4. If the right of a corporation to transact business in this state has been
12-6 forfeited pursuant to the provisions of NRS 80.160 and has remained
12-7 forfeited for a period of 5 consecutive years, the right is not subject to
12-8 reinstatement.
12-9 Sec. 19.5. NRS 86.226 is hereby amended to read as follows:
12-10 86.226 1. A signed certificate of amendment, or a certified copy of a
12-11 judicial decree of amendment, must be filed with the secretary of state. A
12-12 person who executes a certificate as an agent, officer or fiduciary of the
12-13 limited-liability company need not exhibit evidence of his authority as a
12-14 prerequisite to filing. Unless the secretary of state finds that a certificate
12-15 does not conform to law, upon his receipt of all required filing fees he shall
12-16 file the certificate.
12-17 2. A certificate of amendment or judicial decree of amendment is
12-18 effective upon filing with the secretary of state or upon a later date
12-19 specified in the certificate or judicial decree, which must not be more than
12-20 90 days after the certificate or judicial decree is filed.
12-21 3. If a certificate specifies an effective date and if the resolution of the
12-22 members approving the proposed amendment provides that one or more
12-23 managers or, if management is not vested in a manager, one or more
12-24 members may abandon the proposed amendment, then those managers or
12-25 members may terminate the effectiveness of the certificate by filing a
12-26 certificate of termination with the secretary of state that:
12-27 (a) Is filed before the effective date specified in the certificate or
12-28 judicial decree filed pursuant to subsection 1;
12-29 (b) Identifies the certificate being terminated;
12-30 (c) States that, pursuant to the resolution of the members, the manager
12-31 of the company or, if management is not vested in a manager, a designated
12-32 member is authorized to terminate the effectiveness of the certificate;
12-33 (d) States that the effectiveness of the certificate has been terminated;
12-34 (e) Is signed by a manager of the company or, if management is not
12-35 vested in a manager, a designated member; and
12-36 (f) Is accompanied by a filing fee of [$75.] $150.
12-37 Sec. 20. NRS 86.263 is hereby amended to read as follows:
12-38 86.263 1. A limited-liability company shall, on or before the [last]
12-39 first day of the second month [in which the anniversary date of its
12-40 formation occurs,] after the filing of its articles of organization with the
12-41 secretary of state, file with the secretary of state, on a form furnished by
12-42 him, a list [containing:] that contains:
12-43 (a) The name of the limited-liability company;
12-44 (b) The file number of the limited-liability company, if known;
12-45 (c) The names and titles of all of its managers or, if there is no manager,
12-46 all of its managing members;
12-47 (d) The mailing or street address, either residence or business, of each
12-48 manager or managing member listed, following the name of the manager or
12-49 managing member; [and]
13-1 (e) The name and street address of the resident agent of the limited-
13-2 liability company; and
13-3 (f) The signature of a manager or managing member of the limited-
13-4 liability company certifying that the list is true, complete and accurate.
13-5 2. The limited-liability company shall annually thereafter, on or before
13-6 the last day of the month in which the anniversary date of its organization
13-7 occurs, file with the secretary of state, on a form furnished by him, an
13-8 amended list containing all of the information required in subsection 1. If
13-9 the limited-liability company has had no changes in its managers or, if
13-10 there is no manager, its managing members, since its previous list was
13-11 filed, no amended list need be filed if a manager or managing member of
13-12 the limited-liability company certifies to the secretary of state as a true and
13-13 accurate statement that no changes in the managers or managing members
13-14 have occurred.
13-15 3. Each list required by subsection 1 and each list or certification
13-16 required by subsection 2 must be accompanied by a declaration under
13-17 penalty of perjury that the limited-liability company has complied with
13-18 the provisions of chapter 364A of NRS.
13-19 4. Upon filing [the list of managers or managing members,] :
13-20 (a) The initial list required by subsection 1, the limited-liability
13-21 company shall pay to the secretary of state a fee of $165.
13-22 (b) Each annual list required by subsection 2 or certifying that no
13-23 changes have occurred, the limited-liability company shall pay to the
13-24 secretary of state a fee of $85.
13-25 [4.] 5. The secretary of state shall, 60 days before the last day for
13-26 filing [the] each list required by subsection [1,] 2, cause to be mailed to
13-27 each limited-liability company required to comply with the provisions of
13-28 this section, which has not become delinquent, a notice of the fee due
13-29 under subsection [3] 4 and a reminder to file a list [of managers or
13-30 managing members] required by subsection 2 or a certification of no
13-31 change. Failure of any company to receive a notice or form does not excuse
13-32 it from the penalty imposed by law.
13-33 [5.] 6. If the list to be filed pursuant to the provisions of subsection 1
13-34 or 2 is defective or the fee required by subsection [3] 4 is not paid, the
13-35 secretary of state may return the list for correction or payment.
13-36 [6.] 7. An annual list for a limited-liability company not in default
13-37 received by the secretary of state more than 60 days before its due date
13-38 shall be deemed an amended list for the previous year.
13-39 Sec. 21. NRS 86.266 is hereby amended to read as follows:
13-40 86.266 If a limited-liability company has filed the initial or annual list
13-41 [of managers or members and designation of a resident agent] in
13-42 compliance with NRS 86.263 and has paid the appropriate fee for the
13-43 filing, the canceled check received by the limited-liability company
13-44 constitutes a certificate authorizing it to transact its business within this
13-45 state until the last day of the month in which the anniversary of its
13-46 formation occurs in the next succeeding calendar year. If the company
13-47 desires a formal certificate upon its payment of the annual fee, its payment
13-48 must be accompanied by a self-addressed, stamped envelope.
14-1 Sec. 22. NRS 86.272 is hereby amended to read as follows:
14-2 86.272 1. Each limited-liability company required to make a filing
14-3 and pay the fee prescribed in NRS 86.263 which refuses or neglects to do
14-4 so within the time provided is in default.
14-5 2. For default there must be added to the amount of the fee a penalty of
14-6 [$15.] $50. The fee and penalty must be collected as provided in this
14-7 chapter.
14-8 Sec. 23. NRS 86.276 is hereby amended to read as follows:
14-9 86.276 1. Except as otherwise provided in subsections 3 and 4, the
14-10 secretary of state shall reinstate any limited-liability company which has
14-11 forfeited its right to transact business pursuant to the provisions of this
14-12 chapter and restore to the company its right to carry on business in this
14-13 state, and to exercise its privileges and immunities, if it:
14-14 (a) Files with the secretary of state the list required by NRS 86.263; and
14-15 (b) Pays to the secretary of state:
14-16 (1) The [annual] filing fee and penalty set forth in NRS 86.263 and
14-17 86.272 for each year or portion thereof during which it failed to file in a
14-18 timely manner each required annual list; and
14-19 (2) A fee of [$50] $200 for reinstatement.
14-20 2. When the secretary of state reinstates the limited-liability company,
14-21 he shall:
14-22 (a) Immediately issue and deliver to the company a certificate of
14-23 reinstatement authorizing it to transact business as if the filing fee had been
14-24 paid when due; and
14-25 (b) Upon demand, issue to the company one or more certified copies of
14-26 the certificate of reinstatement.
14-27 3. The secretary of state shall not order a reinstatement unless all
14-28 delinquent fees and penalties have been paid, and the revocation of the
14-29 charter occurred only by reason of failure to pay the fees and penalties.
14-30 4. If a company’s charter has been revoked pursuant to the provisions
14-31 of this chapter and has remained revoked for a period of 5 consecutive
14-32 years, the charter must not be reinstated.
14-33 Sec. 24. NRS 86.561 is hereby amended to read as follows:
14-34 86.561 1. The secretary of state shall charge and collect for:
14-35 (a) Filing the original articles of organization, or for registration of a
14-36 foreign company, [$125;] $175;
14-37 (b) Amending or restating the articles of organization, amending the
14-38 registration of a foreign company or filing a certificate of correction, [$75;]
14-39 $150;
14-40 (c) Filing the articles of dissolution of a domestic or foreign company,
14-41 [$30;] $60;
14-42 (d) Filing a statement of change of address of a records or registered
14-43 office, or change of the resident agent, [$15;] $30;
14-44 (e) Certifying articles of organization or an amendment to the articles,
14-45 in both cases where a copy is provided, [$10;] $20;
14-46 (f) Certifying an authorized printed copy of this chapter, [$10;] $20;
14-47 (g) Reserving a name for a limited-liability company, $20;
14-48 (h) Filing a certificate of cancellation, [$30;] $60;
14-49 (i) Executing, filing or certifying any other document, [$20;] $40; and
15-1 (j) Copies made at the office of the secretary of state, $1 per page.
15-2 2. The secretary of state shall charge and collect at the time of any
15-3 service of process on him as agent for service of process of a limited-
15-4 liability company, $10 which may be recovered as taxable costs by the
15-5 party to the action causing the service to be made if the party prevails in
15-6 the action.
15-7 3. Except as otherwise provided in this section, the fees set forth in
15-8 NRS 78.785 apply to this chapter.
15-9 Sec. 25. NRS 87.440 is hereby amended to read as follows:
15-10 87.440 1. To become a registered limited-liability partnership, a
15-11 partnership shall file with the secretary of state a certificate of registration
15-12 stating each of the following:
15-13 (a) The name of the partnership.
15-14 (b) The street address of its principal office.
15-15 (c) The name of the person designated as the partnership’s resident
15-16 agent, the street address of the resident agent where process may be served
15-17 upon the partnership and the mailing address of the resident agent if it is
15-18 different than his street address.
15-19 (d) The name and business address of each managing partner in this
15-20 state.
15-21 (e) A brief statement of the professional service rendered by the
15-22 partnership.
15-23 (f) That the partnership thereafter will be a registered limited-liability
15-24 partnership.
15-25 (g) Any other information that the partnership wishes to include.
15-26 2. The certificate of registration must be executed by a majority in
15-27 interest of the partners or by one or more partners authorized to execute
15-28 such a certificate.
15-29 3. The certificate of registration must be accompanied by a fee of
15-30 [$125.] $175.
15-31 4. The secretary of state shall register as a registered limited-liability
15-32 partnership any partnership that submits a completed certificate of
15-33 registration with the required fee.
15-34 5. The registration of a registered limited-liability partnership is
15-35 effective at the time of the filing of the certificate of registration.
15-36 Sec. 26. NRS 87.460 is hereby amended to read as follows:
15-37 87.460 1. A certificate of registration of a registered limited-liability
15-38 partnership may be amended by filing with the secretary of state a
15-39 certificate of amendment. The certificate of amendment must set forth:
15-40 (a) The name of the registered limited-liability partnership;
15-41 (b) The dates on which the registered limited-liability partnership filed
15-42 its original certificate of registration and any other certificates of
15-43 amendment; and
15-44 (c) The change to the information contained in the original certificate of
15-45 registration or any other certificates of amendment.
15-46 2. The certificate of amendment must be:
15-47 (a) Signed by a managing partner of the registered limited-liability
15-48 partnership; and
15-49 (b) Accompanied by a fee of [$75.] $150.
16-1 Sec. 27. NRS 87.470 is hereby amended to read as follows:
16-2 87.470 The registration of a registered limited-liability partnership is
16-3 effective until:
16-4 1. Its certificate of registration is revoked pursuant to NRS 87.520; or
16-5 2. The registered limited-liability partnership files with the secretary of
16-6 state a written notice of withdrawal executed by a managing partner. The
16-7 notice must be accompanied by a fee of [$30.] $60.
16-8 Sec. 28. NRS 87.490 is hereby amended to read as follows:
16-9 87.490 1. If a registered limited-liability partnership wishes to
16-10 change the location of its principal office in this state or its resident agent,
16-11 it shall first file with the secretary of state a certificate of change that sets
16-12 forth:
16-13 (a) The name of the registered limited-liability partnership;
16-14 (b) The street address of its principal office;
16-15 (c) If the location of its principal office will be changed, the street
16-16 address of its new principal office;
16-17 (d) The name of its resident agent; and
16-18 (e) If its resident agent will be changed, the name of its new resident
16-19 agent.
16-20 The certificate of acceptance of its new resident agent must accompany the
16-21 certificate of change.
16-22 2. A certificate of change filed pursuant to this section must be:
16-23 (a) Signed by a managing partner of the registered limited-liability
16-24 partnership; and
16-25 (b) Accompanied by a fee of [$15.] $30.
16-26 Sec. 29. NRS 87.510 is hereby amended to read as follows:
16-27 87.510 1. A registered limited-liability partnership shall [annually,] ,
16-28 on or before the first day of the second month after the filing of its
16-29 certificate of registration with the secretary of state, and annually
16-30 thereafter on or before the last day of the month in which the anniversary
16-31 date of the filing of its certificate of registration [of limited partnership]
16-32 with the secretary of state occurs, file with the secretary of state, on a form
16-33 furnished by him, a list [containing:] that contains:
16-34 (a) The name of the registered limited-liability partnership;
16-35 (b) The file number of the registered limited-liability partnership, if
16-36 known;
16-37 (c) The names of all of its managing partners;
16-38 (d) The mailing or street address, either residence or business, of each
16-39 managing partner; [and]
16-40 (e) The name and street address of the resident agent of the registered
16-41 limited-liability partnership; and
16-42 (f) The signature of a managing partner of the registered limited-
16-43 liability partnership certifying that the list is true, complete and accurate.
16-44 Each list filed pursuant to this subsection must be accompanied by a
16-45 declaration under penalty of perjury that the registered limited-liability
16-46 partnership has complied with the provisions of chapter 364A of NRS.
16-47 2. Upon filing [the list of managing partners,] :
16-48 (a) The initial list required by subsection 1, the registered limited-
16-49 liability partnership shall pay to the secretary of state a fee of $165.
17-1 (b) Each annual list required by subsection 1, the registered limited-
17-2 liability partnership shall pay to the secretary of state a fee of $85.
17-3 3. The secretary of state shall, at least 60 days before the last day for
17-4 filing [the] each annual list required by subsection 1, cause to be mailed to
17-5 the registered limited-liability partnership a notice of the fee due pursuant
17-6 to subsection 2 and a reminder to file the annual list [of managing
17-7 partners.] required by subsection 1. The failure of any registered limited-
17-8 liability partnership to receive a notice or form does not excuse it from
17-9 complying with the provisions of this section.
17-10 4. If the list to be filed pursuant to the provisions of subsection 1 is
17-11 defective, or the fee required by subsection 2 is not paid, the secretary of
17-12 state may return the list for correction or payment.
17-13 5. An annual list that is filed by a registered limited-liability
17-14 partnership which is not in default more than 60 days before it is due shall
17-15 be deemed an amended list for the previous year and does not satisfy the
17-16 requirements of subsection 1 for the year to which the due date is
17-17 applicable.
17-18 Sec. 30. NRS 87.520 is hereby amended to read as follows:
17-19 87.520 1. A registered limited-liability partnership that fails to
17-20 comply with the provisions of NRS 87.510 is in default.
17-21 2. Any registered limited-liability partnership that is in default
17-22 pursuant to subsection 1 must, in addition to the fee required to be paid
17-23 pursuant to NRS 87.510, pay a penalty of [$15.] $50.
17-24 3. On or before the 15th day of the third month after the month in
17-25 which the fee required to be paid pursuant to NRS 87.510 is due, the
17-26 secretary of state shall notify, by certified mail, the resident agent of any
17-27 registered limited-liability partnership that is in default. The notice must
17-28 include the amount of any payment that is due from the registered limited-
17-29 liability partnership.
17-30 4. If a registered limited-liability partnership fails to pay the amount
17-31 that is due, the certificate of registration of the registered limited-liability
17-32 partnership shall be deemed revoked on the first day of the ninth month
17-33 after the month in which the fee required to be paid pursuant to NRS
17-34 87.510 was due. The secretary of state shall notify a registered limited-
17-35 liability partnership, by certified mail, addressed to its resident agent or, if
17-36 the registered limited-liability partnership does not have a resident agent, to
17-37 a managing partner, that its certificate of registration is revoked and the
17-38 amount of any fees and penalties that are due.
17-39 Sec. 31. NRS 87.530 is hereby amended to read as follows:
17-40 87.530 1. Except as otherwise provided in subsection 3, the secretary
17-41 of state shall reinstate the certificate of registration of a registered limited-
17-42 liability partnership that is revoked pursuant to NRS 87.520 if the
17-43 registered limited-liability partnership:
17-44 (a) Files with the secretary of state the information required by NRS
17-45 87.510; and
17-46 (b) Pays to the secretary of state:
17-47 (1) The fee required to be paid by that section;
17-48 (2) Any penalty required to be paid pursuant to NRS 87.520; and
17-49 (3) A reinstatement fee of [$50.] $200.
18-1 2. Upon reinstatement of a certificate of registration pursuant to this
18-2 section, the secretary of state shall:
18-3 (a) Deliver to the registered limited-liability partnership a certificate of
18-4 reinstatement authorizing it to transact business retroactively from the date
18-5 the fee required by NRS 87.510 was due; and
18-6 (b) Upon request, issue to the registered limited-liability partnership one
18-7 or more certified copies of the certificate of reinstatement.
18-8 3. The secretary of state shall not reinstate the certificate of registration
18-9 of a registered limited-liability partnership if the certificate was revoked
18-10 pursuant to NRS 87.520 at least 5 years before the date of the proposed
18-11 reinstatement.
18-12 Sec. 32. NRS 87.550 is hereby amended to read as follows:
18-13 87.550 In addition to any other fees required by NRS 87.440 to
18-14 87.540, inclusive, and 87.560, the secretary of state shall charge and collect
18-15 the following fees for services rendered pursuant to those sections:
18-16 1. For certifying documents required by NRS 87.440 to 87.540,
18-17 inclusive, and 87.560, [$10] $20 per certification.
18-18 2. For executing a certificate verifying the existence of a registered
18-19 limited-liability partnership, if the registered limited-liability partnership
18-20 has not filed a certificate of amendment, [$20.] $40.
18-21 3. For executing a certificate verifying the existence of a registered
18-22 limited-liability partnership, if the registered limited-liability partnership
18-23 has filed a certificate of amendment, [$20.] $40.
18-24 4. For executing, certifying or filing any certificate or document not
18-25 required by NRS 87.440 to 87.540, inclusive, and 87.560, [$20.] $40.
18-26 5. For any copies made by the office of the secretary of state, $1 per
18-27 page.
18-28 6. For examining and provisionally approving any document before
18-29 the document is presented for filing, $100.
18-30 Sec. 33. NRS 88.395 is hereby amended to read as follows:
18-31 88.395 1. A limited partnership shall [annually,] , on or before the
18-32 first day of the second month after the filing of its certificate of limited
18-33 partnership with the secretary of state, and annually thereafter on or
18-34 before the last day of the month in which the anniversary date of the filing
18-35 of its certificate of limited partnership occurs, file with the secretary of
18-36 state, on a form furnished by him, a list [containing:] that contains:
18-37 (a) The name of the limited partnership;
18-38 (b) The file number of the limited partnership, if known;
18-39 (c) The names of all of its general partners;
18-40 (d) The mailing or street address, either residence or business, of each
18-41 general partner; [and]
18-42 (e) The name and street address of the resident agent of the limited
18-43 partnership; and
18-44 (f) The signature of a general partner of the limited partnership
18-45 certifying that the list is true, complete and accurate.
18-46 Each list filed pursuant to this subsection must be accompanied by a
18-47 declaration under penalty of perjury that the limited partnership has
18-48 complied with the provisions of chapter 364A of NRS.
18-49 2. Upon filing [the list of general partners,] :
19-1 (a) The initial list required by subsection 1, the limited partnership
19-2 shall pay to the secretary of state a fee of $165.
19-3 (b) Each annual list required by subsection 1, the limited partnership
19-4 shall pay to the secretary of state a fee of $85.
19-5 3. The secretary of state shall, 60 days before the last day for filing
19-6 [the] each annual list required by subsection 1, cause to be mailed to each
19-7 limited partnership required to comply with the provisions of this section
19-8 which has not become delinquent a notice of the fee due pursuant to the
19-9 provisions of subsection 2 and a reminder to file the annual list. Failure of
19-10 any limited partnership to receive a notice or form does not excuse it from
19-11 the penalty imposed by NRS 88.400.
19-12 4. If the list to be filed pursuant to the provisions of subsection 1 is
19-13 defective or the fee required by subsection 2 is not paid, the secretary of
19-14 state may return the list for correction or payment.
19-15 5. An annual list for a limited partnership not in default that is received
19-16 by the secretary of state more than 60 days before its due date shall be
19-17 deemed an amended list for the previous year and does not satisfy the
19-18 requirements of subsection 1 for the year to which the due date is
19-19 applicable.
19-20 6. A filing made pursuant to this section does not satisfy the provisions
19-21 of NRS 88.355 and may not be substituted for filings submitted pursuant to
19-22 NRS 88.355.
19-23 Sec. 34. NRS 88.400 is hereby amended to read as follows:
19-24 88.400 1. If a limited partnership has filed the list in compliance with
19-25 NRS 88.395 and has paid the appropriate fee for the filing, the canceled
19-26 check received by the limited partnership constitutes a certificate
19-27 authorizing it to transact its business within this state until the anniversary
19-28 date of the filing of its certificate of limited partnership in the next
19-29 succeeding calendar year. If the limited partnership desires a formal
19-30 certificate upon its payment of the annual fee, its payment must be
19-31 accompanied by a self-addressed, stamped envelope.
19-32 2. Each limited partnership which refuses or neglects to file the list and
19-33 pay the fee within the time provided is in default.
19-34 3. For default there must be added to the amount of the fee a penalty of
19-35 [$15,] $50, and unless the filings are made and the fee and penalty are paid
19-36 on or before the first day of the ninth month following the month in which
19-37 filing was required, the defaulting limited partnership, by reason of its
19-38 default, forfeits its right to transact any business within this state.
19-39 Sec. 35. NRS 88.410 is hereby amended to read as follows:
19-40 88.410 1. Except as otherwise provided in subsections 3 and 4, the
19-41 secretary of state may:
19-42 (a) Reinstate any limited partnership which has forfeited its right to
19-43 transact business; and
19-44 (b) Restore to the limited partnership its right to carry on business in
19-45 this state, and to exercise its privileges and immunities,
19-46 upon the filing with the secretary of state of the list required pursuant to
19-47 NRS 88.395, and upon payment to the secretary of state of the [annual]
19-48 filing fee and penalty set forth in NRS 88.395 and 88.400 for each year or
20-1 portion thereof during which the certificate has been revoked, and a fee of
20-2 [$50] $200 for reinstatement.
20-3 2. When payment is made and the secretary of state reinstates the
20-4 limited partnership to its former rights , he shall:
20-5 (a) Immediately issue and deliver to the limited partnership a certificate
20-6 of reinstatement authorizing it to transact business as if the filing fee had
20-7 been paid when due; and
20-8 (b) Upon demand, issue to the limited partnership one or more certified
20-9 copies of the certificate of reinstatement.
20-10 3. The secretary of state shall not order a reinstatement unless all
20-11 delinquent fees and penalties have been paid, and the revocation occurred
20-12 only by reason of failure to pay the fees and penalties.
20-13 4. If a limited partnership’s certificate has been revoked pursuant to
20-14 the provisions of this chapter and has remained revoked for a period of
20-15 5 years, the certificate must not be reinstated.
20-16 Sec. 36. NRS 88.415 is hereby amended to read as follows:
20-17 88.415 The secretary of state, for services relating to his official duties
20-18 and the records of his office, shall charge and collect the following fees:
20-19 1. For filing a certificate of limited partnership, or for registering a
20-20 foreign limited partnership, [$125.] $175.
20-21 2. For filing a certificate of amendment of limited partnership or
20-22 restated certificate of limited partnership, [$75.
20-23 3. For filing a reinstated certificate of limited partnership, $50.
20-24 4. For filing the annual list of general partners and designation of a
20-25 resident agent, $85.
20-26 5.] $150.
20-27 3. For filing a certificate of a change of location of the records office
20-28 of a limited partnership or the office of its resident agent, or a designation
20-29 of a new resident agent, [$15.
20-30 6.] $30.
20-31 4. For certifying a certificate of limited partnership, an amendment to
20-32 the certificate, or a certificate as amended where a copy is provided, [$10]
20-33 $20 per certification.
20-34 [7.] 5. For certifying an authorized printed copy of the limited
20-35 partnership law, [$10.
20-36 8.] $20.
20-37 6. For reserving a limited partnership name, or for executing, filing or
20-38 certifying any other document, $20.
20-39 [9.] 7. For copies made at the office of the secretary of state, $1 per
20-40 page.
20-41 [10.] 8. For filing a certificate of cancellation of a limited partnership,
20-42 [$30.] $60.
20-43 Except as otherwise provided in this section, the fees set forth in NRS
20-44 78.785 apply to this chapter.
20-45 Sec. 37. NRS 88A.600 is hereby amended to read as follows:
20-46 88A.600 1. A business trust formed pursuant to this chapter shall
20-47 [annually,] , on or before the first day of the second month after the filing
20-48 of its certificate of trust with the secretary of state, and annually
20-49 thereafter on or before the last day of the month in which the anniversary
21-1 date of the filing of its certificate of trust with the secretary of state occurs,
21-2 file with the secretary of state , on a form furnished by him , a list signed
21-3 by at least one trustee [containing] that contains the name and mailing
21-4 address of its resident agent and at least one trustee. Each list filed
21-5 pursuant to this subsection must be accompanied by a declaration under
21-6 penalty of perjury that the business trust has complied with the
21-7 provisions of chapter 364A of NRS.
21-8 2. Upon filing [the list,] :
21-9 (a) The initial list required by subsection 1, the business trust shall
21-10 pay to the secretary of state a fee of $165.
21-11 (b) Each annual list required by subsection 1, the business trust shall
21-12 pay to the secretary of state a fee of $85.
21-13 [2.] 3. The secretary of state shall, 60 days before the last day for
21-14 filing [the] each annual list required by subsection 1, cause to be mailed to
21-15 each business trust which is required to comply with the provisions of NRS
21-16 88A.600 to 88A.660, inclusive, and which has not become delinquent, the
21-17 blank forms to be completed and filed with him. Failure of a business trust
21-18 to receive the forms does not excuse it from the penalty imposed by law.
21-19 [3.] 4. An annual list for a business trust not in default which is
21-20 received by the secretary of state more than 60 days before its due date
21-21 shall be deemed an amended list for the previous year.
21-22 Sec. 38. NRS 88A.630 is hereby amended to read as follows:
21-23 88A.630 1. Each business trust required to file the [annual] list and
21-24 pay the fee prescribed in NRS 88A.600 to 88A.660, inclusive, which
21-25 refuses or neglects to do so within the time provided shall be deemed in
21-26 default.
21-27 2. For default, there must be added to the amount of the fee a penalty
21-28 of [$15.] $50. The fee and penalty must be collected as provided in this
21-29 chapter.
21-30 Sec. 39. NRS 88A.650 is hereby amended to read as follows:
21-31 88A.650 1. Except as otherwise provided in subsection 3, the
21-32 secretary of state shall reinstate a business trust which has forfeited its right
21-33 to transact business pursuant to the provisions of this chapter and restore to
21-34 the business trust its right to carry on business in this state, and to exercise
21-35 its privileges and immunities, if it:
21-36 (a) Files with the secretary of state the list [and designation] required by
21-37 NRS 88A.600; and
21-38 (b) Pays to the secretary of state:
21-39 (1) The [annual] filing fee and penalty set forth in NRS 88A.600 and
21-40 88A.630 for each year or portion thereof during which its certificate of
21-41 trust was revoked; and
21-42 (2) A fee of [$50] $200 for reinstatement.
21-43 2. When the secretary of state reinstates the business trust, he shall:
21-44 (a) Immediately issue and deliver to the business trust a certificate of
21-45 reinstatement authorizing it to transact business as if the filing fee had been
21-46 paid when due; and
21-47 (b) Upon demand, issue to the business trust one or more certified
21-48 copies of the certificate of reinstatement.
22-1 3. The secretary of state shall not order a reinstatement unless all
22-2 delinquent fees and penalties have been paid, and the revocation of the
22-3 certificate of trust occurred only by reason of the failure to file the list or
22-4 pay the fees and penalties.
22-5 Sec. 40. NRS 88A.900 is hereby amended to read as follows:
22-6 88A.900 The secretary of state shall charge and collect the following
22-7 fees for:
22-8 1. Filing an original certificate of trust, or for registering a foreign
22-9 business trust, [$125.] $175.
22-10 2. Filing an amendment or restatement, or a combination thereof, to a
22-11 certificate of trust, [$75.] $150.
22-12 3. Filing a certificate of cancellation, [$125.] $175.
22-13 4. Certifying a copy of a certificate of trust or an amendment or
22-14 restatement, or a combination thereof, [$10] $20 per certification.
22-15 5. Certifying an authorized printed copy of this chapter, [$10.] $20.
22-16 6. Reserving a name for a business trust, $20.
22-17 7. Executing a certificate of existence of a business trust which does
22-18 not list the previous documents relating to it, or a certificate of change in
22-19 the name of a business trust, [$20.] $40.
22-20 8. Executing a certificate of existence of a business trust which lists
22-21 the previous documents relating to it, [$20.] $40.
22-22 9. Filing a statement of change of address of the registered office for
22-23 each business trust, [$15.] $30.
22-24 10. Filing a statement of change of the registered agent, [$15.] $30.
22-25 11. Executing, certifying or filing any certificate or document not
22-26 otherwise provided for in this section, [$20.] $40.
22-27 12. Examining and provisionally approving a document before the
22-28 document is presented for filing, $100.
22-29 13. Copying a document on file with him, for each page, $1.
22-30 Sec. 41. NRS 89.210 is hereby amended to read as follows:
22-31 89.210 1. Within 30 days [following] after the organization of a
22-32 professional association under this chapter , the association shall file with
22-33 the secretary of state a copy of the articles of association, duly executed,
22-34 and shall pay at that time a filing fee of [$25.] $175. Any such association
22-35 formed as a common law association before July 1, 1969, shall file, within
22-36 30 days [of] after July 1, 1969, a certified copy of its articles of
22-37 association, with any amendments thereto, with the secretary of state, and
22-38 shall pay at that time a filing fee of $25. A copy of any amendments to the
22-39 articles of association adopted after July 1, 1969, must also be filed with
22-40 the secretary of state within 30 days after the adoption of such
22-41 amendments. Each copy of amendments so filed must be certified as true
22-42 and correct and be accompanied by a filing fee of [$10.] $150.
22-43 2. The name of such a professional association must contain the words
22-44 “Professional Association,” “Professional Organization” or the
22-45 abbreviations “Prof. Ass’n” or “Prof. Org.” The association may render
22-46 professional services and exercise its authorized powers under a fictitious
22-47 name if the association has first registered the name in the manner required
22-48 under chapter 602 of NRS.
23-1 Sec. 42. NRS 89.250 is hereby amended to read as follows:
23-2 89.250 1. Except as otherwise provided in subsection 2,a
23-3 professional association shall, on or before the first day of the second
23-4 month after the filing of its articles of association with the secretary of
23-5 state, and annually thereafter on or before the last day of the month in
23-6 which the anniversary date of its organization occurs in each year, furnish a
23-7 statement to the secretary of state showing the names and residence
23-8 addresses of all members and employees in [such] the association and
23-9 [shall certify] certifying that all members and employees are licensed to
23-10 render professional service in this state.
23-11 2. A professional association organized and practicing pursuant to the
23-12 provisions of this chapter and NRS 623.349 shall, on or before the first
23-13 day of the second month after the filing of its articles of association with
23-14 the secretary of state, and annually thereafter on or before the last day of
23-15 the month in which the anniversary date of its organization occurs in each
23-16 year, furnish a statement to the secretary of state:
23-17 (a) Showing the names and residence addresses of all members and
23-18 employees of the association who are licensed or otherwise authorized by
23-19 law to render professional service in this state;
23-20 (b) Certifying that all members and employees who render professional
23-21 service are licensed or otherwise authorized by law to render professional
23-22 service in this state; and
23-23 (c) Certifying that all members who are not licensed to render
23-24 professional service in this state do not render professional service on
23-25 behalf of the association except as authorized by law.
23-26 3. [The statement must:
23-27 (a) Be made] Each statement filed pursuant to this section must be:
23-28 (a) Made on a form prescribed by the secretary of state and must not
23-29 contain any fiscal or other information except that expressly called for by
23-30 this section.
23-31 (b) [Be signed] Signed by the chief executive officer of the association.
23-32 (c) Accompanied by a declaration under penalty of perjury that the
23-33 professional association has complied with the provisions of chapter
23-34 364A of NRS.
23-35 4. Upon filing [the annual] :
23-36 (a) The initial statement required by this section, the association shall
23-37 pay to the secretary of state a fee of $165.
23-38 (b) Each annual statement required by this section, the association
23-39 shall pay to the secretary of state a fee of [$15.] $85.
23-40 5. As used in this section, “signed” means to have executed or adopted
23-41 a name, word or mark, including, without limitation, a digital signature as
23-42 defined in NRS 720.060, with the present intention to authenticate a
23-43 document.
23-44 Sec. 43. NRS 89.252 is hereby amended to read as follows:
23-45 89.252 1. Each professional association that is required to make a
23-46 filing and pay the fee prescribed in NRS 89.250 but refuses to do so within
23-47 the time provided is in default.
24-1 2. For default, there must be added to the amount of the fee a penalty
24-2 of [$5.] $50. The fee and penalty must be collected as provided in this
24-3 chapter.
24-4 Sec. 44. NRS 89.256 is hereby amended to read as follows:
24-5 89.256 1. Except as otherwise provided in subsections 3 and 4, the
24-6 secretary of state shall reinstate any professional association which has
24-7 forfeited its right to transact business under the provisions of this chapter
24-8 and restore the right to carry on business in this state and exercise its
24-9 privileges and immunities if it:
24-10 (a) Files with the secretary of state the statement and certification
24-11 required by NRS 89.250; and
24-12 (b) Pays to the secretary of state:
24-13 (1) The [annual] filing fee and penalty set forth in NRS 89.250 and
24-14 89.252 for each year or portion thereof during which the articles of
24-15 association have been revoked; and
24-16 (2) A fee of [$25] $200 for reinstatement.
24-17 2. When the secretary of state reinstates the association to its former
24-18 rights, he shall:
24-19 (a) Immediately issue and deliver to the association a certificate of
24-20 reinstatement authorizing it to transact business, as if the fees had been
24-21 paid when due; and
24-22 (b) Upon demand, issue to the association a certified copy of the
24-23 certificate of reinstatement.
24-24 3. The secretary of state shall not order a reinstatement unless all
24-25 delinquent fees and penalties have been paid, and the revocation of the
24-26 association’s articles of association occurred only by reason of its failure to
24-27 pay the fees and penalties.
24-28 4. If the articles of association of a professional association have been
24-29 revoked pursuant to the provisions of this chapter and have remained
24-30 revoked for 10 consecutive years, the articles must not be reinstated.
24-31 Sec. 45. NRS 92A.190 is hereby amended to read as follows:
24-32 92A.190 1. One or more foreign entities may merge or enter into an
24-33 exchange of owner’s interests with one or more domestic entities if:
24-34 (a) In a merger, the merger is permitted by the law of the jurisdiction
24-35 under whose law each foreign entity is organized and governed and each
24-36 foreign entity complies with that law in effecting the merger;
24-37 (b) In an exchange, the entity whose owner’s interests will be acquired
24-38 is a domestic entity, whether or not an exchange of owner’s interests is
24-39 permitted by the law of the jurisdiction under whose law the acquiring
24-40 entity is organized;
24-41 (c) The foreign entity complies with NRS 92A.200 to 92A.240,
24-42 inclusive, if it is the surviving entity in the merger or acquiring entity in the
24-43 exchange and sets forth in the articles of merger or exchange its address
24-44 where copies of process may be sent by the secretary of state; and
24-45 (d) Each domestic entity complies with the applicable provisions of
24-46 NRS 92A.100 to 92A.180, inclusive, and, if it is the surviving entity in the
24-47 merger or acquiring entity in the exchange, with NRS 92A.200 to 92A.240,
24-48 inclusive.
25-1 2. When the merger or exchange takes effect, the surviving foreign
25-2 entity in a merger and the acquiring foreign entity in an exchange shall be
25-3 deemed:
25-4 (a) To appoint the secretary of state as its agent for service of process in
25-5 a proceeding to enforce any obligation or the rights of dissenting owners of
25-6 each domestic entity that was a party to the merger or exchange. Service of
25-7 such process must be made by personally delivering to and leaving with the
25-8 secretary of state duplicate copies of the process and the payment of a fee
25-9 of [$25] $50 for accepting and transmitting the process. The secretary of
25-10 state shall forthwith send by registered or certified mail one of the copies to
25-11 the surviving or acquiring entity at its specified address, unless the
25-12 surviving or acquiring entity has designated in writing to the secretary of
25-13 state a different address for that purpose, in which case it must be mailed to
25-14 the last address so designated.
25-15 (b) To agree that it will promptly pay to the dissenting owners of each
25-16 domestic entity that is a party to the merger or exchange the amount, if any,
25-17 to which they are entitled under or created pursuant to NRS 92A.300 to
25-18 92A.500, inclusive.
25-19 3. This section does not limit the power of a foreign entity to acquire
25-20 all or part of the owner’s interests of one or more classes or series of a
25-21 domestic entity through a voluntary exchange or otherwise.
25-22 Sec. 46. NRS 92A.210 is hereby amended to read as follows:
25-23 92A.210 1. Except as otherwise provided in this section, the fee for
25-24 filing articles of merger, articles of conversion, articles of exchange,
25-25 articles of domestication or articles of termination is [$125.] $325. The fee
25-26 for filing the constituent documents of a domestic resulting entity is the fee
25-27 for filing the constituent documents determined by the chapter of NRS
25-28 governing the particular domestic resulting entity.
25-29 2. The fee for filing articles of merger of two or more domestic
25-30 corporations is the difference between the fee computed at the rates
25-31 specified in NRS 78.760 upon the aggregate authorized stock of the
25-32 corporation created by the merger and the fee computed upon the aggregate
25-33 amount of the total authorized stock of the constituent corporation.
25-34 3. The fee for filing articles of merger of one or more domestic
25-35 corporations with one or more foreign corporations is the difference
25-36 between the fee computed at the rates specified in NRS 78.760 upon the
25-37 aggregate authorized stock of the corporation created by the merger and the
25-38 fee computed upon the aggregate amount of the total authorized stock of
25-39 the constituent corporations which have paid the fees required by NRS
25-40 78.760 and 80.050.
25-41 4. The fee for filing articles of merger of two or more domestic or
25-42 foreign corporations must not be less than [$125.] $325. The amount paid
25-43 pursuant to subsection 3 must not exceed $25,000.
25-44 Sec. 47. NRS 116.3103 is hereby amended to read as follows:
25-45 116.3103 1. Except as otherwise provided in the declaration, the
25-46 bylaws, this section or other provisions of this chapter, the executive board
25-47 may act in all instances on behalf of the association. In the performance
25-48 of their duties, the officers and members of the executive board are
25-49 fiduciaries . [and are subject to the insulation from liability provided for
26-1 directors of corporations by the laws of this state.] The members of the
26-2 executive board are required to exercise the ordinary and reasonable care
26-3 of directors of a corporation, subject to the business-judgment rule.
26-4 2. The executive board may not act on behalf of the association to
26-5 amend the declaration , [(NRS 116.2117),] to terminate the common-
26-6 interest community , [(NRS 116.2118),] or to elect members of the
26-7 executive board or determine their qualifications, powers and duties or
26-8 terms of office , [(subsection 1 of NRS 116.31034),] but the executive
26-9 board may fill vacancies in its membership for the unexpired portion of any
26-10 term.
26-11 3. Within 30 days after adoption of any proposed budget for the
26-12 common-interest community, the executive board shall provide a summary
26-13 of the budget to all the units’ owners, and shall set a date for a meeting of
26-14 the units’ owners to consider ratification of the budget not less than 14 nor
26-15 more than 30 days after mailing of the summary. Unless at that meeting a
26-16 majority of all units’ owners or any larger vote specified in the declaration
26-17 reject the budget, the budget is ratified, whether or not a quorum is present.
26-18 If the proposed budget is rejected, the periodic budget last ratified by the
26-19 units’ owners must be continued until such time as the units’ owners ratify
26-20 a subsequent budget proposed by the executive board.
26-21 Sec. 48. NRS 225.140 is hereby amended to read as follows:
26-22 225.140 1. Except as otherwise provided in subsection 2, in addition
26-23 to other fees authorized by law, the secretary of state shall charge and
26-24 collect the following fees:
26-25 For a copy of any law, joint resolution, transcript of record,
26-26 or other paper on file or of record in his office, other than a
26-27 document required to be filed pursuant to Title 24 of NRS,
26-28 per page............................................ $1.00
26-29 For a copy of any document required to be filed pursuant to
26-30 Title 24 of NRS, per page..................... .50
26-31 For certifying to any such copy and use of the state
26-32 seal, for each impression 10.00
26-33 For each passport or other document signed by the governor
26-34 and attested by the secretary of state.. 10.00
26-35 For a negotiable instrument returned unpaid 10.00
26-36 2. The secretary of state:
26-37 (a) Shall charge a reasonable fee for searching records and documents
26-38 kept in his office.
26-39 (b) May charge or collect any filing or other fees for services rendered
26-40 by him to the State of Nevada, any local governmental agency or agency of
26-41 the Federal Government, or any officer thereof in his official capacity or
26-42 respecting his office or official duties.
26-43 (c) May not charge or collect a filing or other fee for:
26-44 (1) Attesting extradition papers or executive warrants for other states.
26-45 (2) Any commission or appointment issued or made by the governor,
26-46 either for the use of the state seal or otherwise.
26-47 (d) May charge a reasonable fee, not to exceed:
27-1 (1) Five hundred dollars, for providing service within 2 hours after
27-2 the time the service is requested; and
27-3 (2) One hundred dollars, for providing any other special service,
27-4 including, but not limited to, providing service more than 2 hours but
27-5 within 24 hours after the time the service is requested, accepting
27-6 documents filed by facsimile machine and other use of new technology.
27-7 (e) Shall charge a fee, not to exceed the actual cost to the secretary of
27-8 state, for providing:
27-9 (1) A copy of any record kept in his office that is stored on a
27-10 computer or on microfilm if the copy is provided on a tape, disk or other
27-11 medium used for the storage of information by a computer or on duplicate
27-12 film.
27-13 (2) Access to his computer data base on which records are stored.
27-14 3. [All fees] From each fee collected pursuant to paragraph (d) of
27-15 subsection 2 :
27-16 (a) The entire amount or $50, whichever is less, of the fee collected
27-17 pursuant to subparagraph (1) of that paragraph and half of the fee
27-18 collected pursuant to subparagraph (2) of that paragraph must be
27-19 deposited with the state treasurer for credit to the account for special
27-20 services of the secretary of state in the state general fund. Any amount
27-21 remaining in the account at the end of a fiscal year in excess of $2,000,000
27-22 must be transferred to the state general fund. Money in the account may be
27-23 transferred to the secretary of state’s operating general fund budget account
27-24 and must only be used to create and maintain the capability of the office of
27-25 the secretary of state to provide special services, including, but not limited
27-26 to, providing service:
27-27 [(a)] (1) On the day it is requested or within 24 hours; or
27-28 [(b)] (2) Necessary to increase or maintain the efficiency of the
27-29 office.
27-30 Any transfer of money from the account for expenditure by the secretary of
27-31 state must be approved by the interim finance committee.
27-32 (b) After deducting the amount required pursuant to paragraph (a),
27-33 the remainder must be deposited with the state treasurer for credit to the
27-34 state general fund.
27-35 Sec. 49. NRS 600.340 is hereby amended to read as follows:
27-36 600.340 1. A person who has adopted and is using a mark in this
27-37 state may file in the office of the secretary of state, on a form to be
27-38 furnished by the secretary of state, an application for registration of that
27-39 mark setting forth, but not limited to, the following information:
27-40 (a) Whether the mark to be registered is a trade-mark, trade name or
27-41 service mark;
27-42 (b) A description of the mark by name, words displayed in it[,] or other
27-43 information;
27-44 (c) The name and business address of the person applying for the
27-45 registration and, if it is a corporation, limited-liability company, limited
27-46 partnership or registered limited-liability partnership, the state of
27-47 incorporation or organization;
27-48 (d) The specific goods or services in connection with which the mark is
27-49 used and the mode or manner in which the mark is used in connection with
28-1 those goods or services and the class as designated by the secretary of state
28-2 which includes those goods or services;
28-3 (e) The date when the mark was first used anywhere and the date when
28-4 it was first used in this state by the applicant or his predecessor in business
28-5 which must precede the filing of the application; and
28-6 (f) A statement that the applicant is the owner of the mark and that no
28-7 other person has the right to use the mark in this state either in the form set
28-8 forth in the application or in such near resemblance to it as might deceive
28-9 or cause mistake.
28-10 2. The application must:
28-11 (a) Be signed and verified by the applicant or by a member of the firm
28-12 or an officer of the corporation or association applying.
28-13 (b) Be accompanied by a specimen or facsimile of the mark in duplicate
28-14 and by a filing fee of [$50] $100 payable to the secretary of state.
28-15 3. If the application fails to comply with this section or NRS 600.343,
28-16 the secretary of state shall return it for correction.
28-17 Sec. 50. NRS 600.355 is hereby amended to read as follows:
28-18 600.355 1. If any statement in an application for registration of a
28-19 mark was incorrect when made or any arrangements or other facts
28-20 described in the application have changed, making the application
28-21 inaccurate in any respect without materially altering the mark, the
28-22 registrant shall promptly file in the office of the secretary of state a
28-23 certificate, signed by the registrant or his successor or by a member of the
28-24 firm or an officer of the corporation or association to which the mark is
28-25 registered, correcting the statement.
28-26 2. Upon the filing of a certificate of amendment or judicial decree of
28-27 amendment and the payment of a filing fee of [$30,] $60, the secretary of
28-28 state shall issue, in accordance with NRS 600.350, an amended certificate
28-29 of registration for the remainder of the period of the registration.
28-30 Sec. 51. NRS 600.360 is hereby amended to read as follows:
28-31 600.360 1. The registration of a mark is effective for 5 years from
28-32 the date of registration and, upon application filed within 6 months before
28-33 the expiration of that period, on a form to be furnished by the secretary of
28-34 state, the registration may be renewed for a successive period of 5 years. A
28-35 renewal fee of [$25,] $50, payable to the secretary of state, must
28-36 accompany the application for renewal of the registration.
28-37 2. The registration of a mark may be renewed for additional successive
28-38 5-year periods if the requirements of subsection 1 are satisfied.
28-39 3. The secretary of state shall give notice to each registrant when his
28-40 registration is about to expire. The notice must be given within the year
28-41 next preceding the expiration date, by writing to the registrant’s last known
28-42 address.
28-43 4. All applications for renewals must include a statement that the mark
28-44 is still in use in this state.
28-45 Sec. 52. NRS 600.370 is hereby amended to read as follows:
28-46 600.370 1. A mark and its registration are assignable with the good
28-47 will of the business in which the mark is used, or with that part of the good
28-48 will of the business connected with the use of and symbolized by the mark.
28-49 An assignment must:
29-1 (a) Be in writing;
29-2 (b) Be signed and acknowledged by the registrant or his successor or a
29-3 member of the firm or an officer of the corporation or association under
29-4 whose name the mark is registered; and
29-5 (c) Be recorded with the secretary of state upon the payment of a fee of
29-6 [$50] $100 to the secretary of state who, upon recording the assignment,
29-7 shall issue in the name of the assignee a certificate of assignment for the
29-8 remainder of the period of the registration.
29-9 2. An assignment of any registration is void as against any subsequent
29-10 purchaser for valuable consideration without notice, unless:
29-11 (a) The assignment is recorded with the secretary of state within
29-12 3 months after the date of the assignment; or
29-13 (b) The assignment is recorded before the subsequent purchase.
29-14 Sec. 53. NRS 600.395 is hereby amended to read as follows:
29-15 600.395 The fee for filing a cancellation of registration pursuant to
29-16 NRS 600.390 is [$25.] $50.
29-17 Sec. 54. Section 29 of Senate Bill No. 51 of this session is hereby
29-18 amended to read as follows:
29-19 Sec. 29. NRS 78.390 is hereby amended to read as follows:
29-20 78.390 1. Every amendment adopted pursuant to the provisions
29-21 of NRS 78.385 must be made in the following manner:
29-22 (a) The board of directors must adopt a resolution setting forth the
29-23 amendment proposed and declaring its advisability, and either call a
29-24 special meeting of the stockholders entitled to vote on the
29-25 amendment or direct that the proposed amendment be considered at
29-26 the next annual meeting of the stockholders entitled to vote on the
29-27 amendment.
29-28 (b) At the meeting, of which notice must be given to each
29-29 stockholder entitled to vote pursuant to the provisions of this section,
29-30 a vote of the stockholders entitled to vote in person or by proxy must
29-31 be taken for and against the proposed amendment. If it appears upon
29-32 the canvassing of the votes that stockholders holding shares in the
29-33 corporation entitling them to exercise at least a majority of the voting
29-34 power, or such greater proportion of the voting power as may be
29-35 required in the case of a vote by classes or series, as provided in
29-36 subsections 2 and 4, or as may be required by the provisions of the
29-37 articles of incorporation, have voted in favor of the amendment, an
29-38 officer of the corporation shall sign a certificate setting forth the
29-39 amendment, or setting forth the articles of incorporation as amended,
29-40 and the vote by which the amendment was adopted.
29-41 (c) The certificate so signed must be filed with the secretary of
29-42 state.
29-43 2. If any proposed amendment would adversely alter or change
29-44 any preference or any relative or other right given to any class or
29-45 series of outstanding shares, then the amendment must be approved by
29-46 the vote, in addition to the affirmative vote otherwise required, of the
29-47 holders of shares representing a majority of the voting power of each
29-48 class or series adversely affected by the amendment regardless of
29-49 limitations or restrictions on the voting power thereof.
30-1 3. Provision may be made in the articles of incorporation
30-2 requiring, in the case of any specified amendments, a larger
30-3 proportion of the voting power of stockholders than that required by
30-4 this section.
30-5 4. Different series of the same class of shares do not constitute
30-6 different classes of shares for the purpose of voting by classes except
30-7 when the series is adversely affected by an amendment in a different
30-8 manner than other series of the same class.
30-9 5. The resolution of the stockholders approving the proposed
30-10 amendment may provide that at any time before the effective date of
30-11 the amendment, notwithstanding approval of the proposed
30-12 amendment by the stockholders, the board of directors may, by
30-13 resolution, abandon the proposed amendment without further action
30-14 by the stockholders.
30-15 6. A certificate filed pursuant to subsection 1 becomes effective
30-16 upon filing with the secretary of state or upon a later date specified
30-17 in the certificate, which must not be later than 90 days after the
30-18 certificate is filed.
30-19 7. If a certificate filed pursuant to subsection 1 specifies an
30-20 effective date and if the resolution of the stockholders approving the
30-21 proposed amendment provides that the board of directors may
30-22 abandon the proposed amendment pursuant to subsection 5, the
30-23 board of directors may terminate the effectiveness of the certificate
30-24 by resolution and by filing a certificate of termination with the
30-25 secretary of state that:
30-26 (a) Is filed before the effective date specified in the certificate
30-27 filed pursuant to subsection 1;
30-28 (b) Identifies the certificate being terminated;
30-29 (c) States that, pursuant to the resolution of the stockholders, the
30-30 board of directors is authorized to terminate the effectiveness of the
30-31 certificate;
30-32 (d) States that the effectiveness of the certificate has been
30-33 terminated;
30-34 (e) Is signed by an officer of the corporation; and
30-35 (f) Is accompanied by a filing fee of [$75.] $150.
30-36 Sec. 55. Section 55 of Senate Bill No. 51 of this session is hereby
30-37 amended to read as follows:
30-38 Sec. 55. 1. A limited-liability company may correct a document
30-39 filed by the secretary of state with respect to the limited-liability
30-40 company if the document contains an inaccurate record of a company
30-41 action described in the document or was defectively executed,
30-42 attested, sealed, verified or acknowledged.
30-43 2. To correct a document, the limited-liability company must:
30-44 (a) Prepare a certificate of correction that:
30-45 (1) States the name of the limited-liability company;
30-46 (2) Describes the document, including, without limitation, its
30-47 filing date;
30-48 (3) Specifies the inaccuracy or defect;
31-1 (4) Sets forth the inaccurate or defective portion of the document
31-2 in an accurate or corrected form; and
31-3 (5) Is signed by a manager of the company, or if management is
31-4 not vested in a manager, by a member of the company.
31-5 (b) Deliver the certificate to the secretary of state for filing.
31-6 (c) Pay a filing fee of [$75] $150 to the secretary of state.
31-7 3. A certificate of correction is effective on the effective date of
31-8 the document it corrects except as to persons relying on the
31-9 uncorrected document and adversely affected by the correction. As to
31-10 those persons, the certificate is effective when filed.
31-11 Sec. 56. Section 90 of Senate Bill No. 51 of this session is hereby
31-12 amended to read as follows:
31-13 Sec. 90. Chapter 87 of NRS is hereby amended by adding thereto
31-14 a new section to read as follows:
31-15 1. A limited-liability partnership may correct a document filed by
31-16 the secretary of state with respect to the limited-liability partnership if
31-17 the document contains an inaccurate record of a partnership action
31-18 described in the document or was defectively executed, attested,
31-19 sealed, verified or acknowledged.
31-20 2. To correct a document, the limited-liability partnership must:
31-21 (a) Prepare a certificate of correction that:
31-22 (1) States the name of the limited-liability partnership;
31-23 (2) Describes the document, including, without limitation, its
31-24 filing date;
31-25 (3) Specifies the inaccuracy or defect;
31-26 (4) Sets forth the inaccurate or defective portion of the document
31-27 in an accurate or corrected form; and
31-28 (5) Is signed by a managing partner of the limited-liability
31-29 partnership.
31-30 (b) Deliver the certificate to the secretary of state for filing.
31-31 (c) Pay a filing fee of [$75] $150 to the secretary of state.
31-32 3. A certificate of correction is effective on the effective date of
31-33 the document it corrects except as to persons relying on the
31-34 uncorrected document and adversely affected by the correction. As to
31-35 those persons, the certificate is effective when filed.
31-36 Sec. 57. Section 93 of Senate Bill No. 51 of this session is hereby
31-37 amended to read as follows:
31-38 Sec. 93. 1. A limited partnership may correct a document filed
31-39 by the secretary of state with respect to the limited partnership if the
31-40 document contains an inaccurate record of a partnership action
31-41 described in the document or was defectively executed, attested,
31-42 sealed, verified or acknowledged.
31-43 2. To correct a document, the limited partnership must:
31-44 (a) Prepare a certificate of correction that:
31-45 (1) States the name of the limited partnership;
31-46 (2) Describes the document, including, without limitation, its
31-47 filing date;
31-48 (3) Specifies the inaccuracy or defect;
32-1 (4) Sets forth the inaccurate or defective portion of the document
32-2 in an accurate or corrected form; and
32-3 (5) Is signed by a general partner of the limited partnership.
32-4 (b) Deliver the certificate to the secretary of state for filing.
32-5 (c) Pay a filing fee of [$75] $150 to the secretary of state.
32-6 3. A certificate of correction is effective on the effective date of
32-7 the document it corrects except as to persons relying on the
32-8 uncorrected document and adversely affected by the correction. As to
32-9 those persons, the certificate is effective when filed.
32-10 Sec. 58. Section 102 of Senate Bill No. 51 of this session is hereby
32-11 amended to read as follows:
32-12 Sec. 102. 1. A business trust may correct a document filed by
32-13 the secretary of state with respect to the business trust if the document
32-14 contains an inaccurate record of a trust action described in the
32-15 document or was defectively executed, attested, sealed, verified or
32-16 acknowledged.
32-17 2. To correct a document, the business trust must:
32-18 (a) Prepare a certificate of correction that:
32-19 (1) States the name of the business trust;
32-20 (2) Describes the document, including, without limitation, its
32-21 filing date;
32-22 (3) Specifies the inaccuracy or defect;
32-23 (4) Sets forth the inaccurate or defective portion of the document
32-24 in an accurate or corrected form; and
32-25 (5) Is signed by a trustee of the business trust.
32-26 (b) Deliver the certificate to the secretary of state for filing.
32-27 (c) Pay a filing fee of [$75] $150 to the secretary of state.
32-28 3. A certificate of correction is effective on the effective date of
32-29 the document it corrects except as to persons relying on the
32-30 uncorrected document and adversely affected by the correction. As to
32-31 those persons, the certificate is effective when filed.
32-32 Sec. 59. Senate Bill No. 51 is hereby amended by adding thereto a
32-33 new section designated sec. 138, following sec. 137, to read as follows:
32-34 Sec. 138. This act becomes effective on August 1, 2001.
32-35 Sec. 60. Sections 1, 2, 3, 9 and 47 of this act do not apply to a claim
32-36 that arises before the effective date of this section.
32-37 Sec. 61. Notwithstanding the provisions of section 63 of this act to the
32-38 contrary, the amendatory provisions of section 42 of this act do not apply
32-39 to the filing of the statement of a professional association, or the fee for
32-40 that filing, before August 1, 2001, except that a professional association
32-41 whose anniversary date for the 2001 calendar year falls on or after
32-42 August 1, 2001, shall comply with that section as amended by this act,
32-43 even if the filing is made before August 1, 2001.
32-44 Sec. 62. Notwithstanding any provision of NRS 225.140 to the
32-45 contrary:
32-46 1. The state controller shall, without obtaining the approval of the
32-47 interim finance committee and in addition to any amounts transferred
32-48 pursuant to that section with the approval of the interim finance committee,
33-1 transfer from the account for special services of the secretary of state to the
33-2 secretary of state’s operating general fund budget account:
33-3 For the fiscal year 2001-2002............. $300,000
33-4 For the fiscal year 2002-2003............. $250,000
33-5 2. The secretary of state may expend the amounts transferred pursuant
33-6 to subsection 1 for such additional personnel, equipment, supplies, office
33-7 space and other costs as are necessary to carry out the provisions of this
33-8 act.
33-9 Sec. 63. 1. This section and sections 1, 2, 3, 9, 47, 59, 60, 61 and 62
33-10 of this act become effective upon passage and approval.
33-11 2. Sections 5, 6, 12, 13 to 19, inclusive, 20, 21, 22, 25 to 31, inclusive,
33-12 35 to 39, inclusive, 41 to 45, inclusive, and 47 to 53, inclusive, of this act
33-13 become effective:
33-14 (a) Upon passage and approval for the purpose of adopting regulations
33-15 and performing any other preparatory administrative tasks that are
33-16 necessary to carry out the provisions of this act; and
33-17 (b) On August 1, 2001, for all other purposes.
33-18 3. Sections 1.5, 4, 7, 8.5, 10, 11, 14, 19.5, 23, 24, 32, 33, 34, 40, 46
33-19 and 54 to 58, inclusive, of this act become effective:
33-20 (a) Upon passage and approval for the purpose of adopting regulations
33-21 and performing any other preparatory administrative tasks that are
33-22 necessary to carry out the provisions of this act; and
33-23 (b) At 12:01 a.m. on August 1, 2001, for all other purposes.
33-24 H