Assembly Bill No. 163–Assemblymen Goldwater, Gibbons, Parks, Chowning, Leslie, Anderson, Andonov, Arberry, Beers, Buckley, Claborn, Collins, Conklin, Giunchigliani, Griffin, Hettrick, Horne, Koivisto, Manendo, Marvel, McClain, McCleary, Mortenson, Oceguera, Ohrenschall, Perkins, Pierce and Williams
February 19, 2003
____________
Referred to Committee on Judiciary
SUMMARY—Makes various changes to provisions pertaining to business. (BDR 7‑383)
FISCAL NOTE: Effect on Local Government: No.
Effect on the State: Yes.
~
EXPLANATION
– Matter in bolded italics is new; matter
between brackets [omitted material] is material to be omitted.
Green numbers along left margin indicate location on the printed bill (e.g., 5-15 indicates page 5, line 15).
AN ACT relating to business; requiring a defaulting business entity that wants to reinstate its right to transact business in this state to file with the Secretary of State a certificate of acceptance of appointment signed by its resident agent; changing the exclusive remedy by which a judgment creditor of a member of a limited-liability company or a limited partnership may satisfy a judgment; allowing a limited partnership to register as a limited-liability limited partnership; increasing certain fees and establishing new fees; requiring a resident agent to file with the Secretary of State a certificate of name change of resident agent under certain circumstances; providing a penalty for a person who willfully offers into evidence as genuine certain fraudulent records or who willfully destroys or alters certain records under certain circumstances; increasing the penalty for certain securities violations; extending the civil and criminal statutes of limitations for certain securities violations; providing for the issuance of an order to cease and desist for failure to comply with
certain provisions pertaining to business licenses; excluding the performance of certain internal audits pertaining to gaming licensees by certain independent accountants; repealing the exemption from business tax provisions for a natural person who does not employ employees during a calendar quarter; authorizing the Secretary of State to hire additional personnel; making various other changes to provisions pertaining to business entities; and providing other matters properly relating thereto.
THE PEOPLE OF THE STATE OF NEVADA, REPRESENTED IN
SENATE AND ASSEMBLY, DO ENACT AS FOLLOWS:
1-1 Section 1. The Legislature hereby declares that:
1-2 1. Many of the fees increased pursuant to the amendatory
1-3 provisions of this act have not been increased for a substantial
1-4 length of time, and increasing these fees is necessary and
1-5 appropriate at this time.
1-6 2. It is the intent of the Legislature that the fees increased
1-7 pursuant to the amendatory provisions of this act must not be
1-8 increased again for a period of at least 10 years following the
1-9 enactment of this act.
1-10 Sec. 2. NRS 78.0295 is hereby amended to read as follows:
1-11 78.0295 1. A corporation may correct a document filed by
1-12 the Secretary of State with respect to the corporation if the
1-13 document contains an inaccurate record of a corporate action
1-14 described in the document or was defectively executed, attested,
1-15 sealed, verified or acknowledged.
1-16 2. To correct a document, the corporation shall:
1-17 (a) Prepare a certificate of correction which:
1-18 (1) States the name of the corporation;
1-19 (2) Describes the document, including, without limitation, its
1-20 filing date;
1-21 (3) Specifies the inaccuracy or defect;
1-22 (4) Sets forth the inaccurate or defective portion of the
1-23 document in an accurate or corrected form; and
1-24 (5) Is signed by an officer of the corporation.
1-25 (b) Deliver the certificate to the Secretary of State for filing.
1-26 (c) Pay a filing fee of [$150] $175 to the Secretary of State.
1-27 3. A certificate of correction is effective on the effective date
1-28 of the document it corrects except as to persons relying on the
1-29 uncorrected document and adversely affected by the correction. As
1-30 to those persons, the certificate is effective when filed.
1-31 Sec. 3. NRS 78.097 is hereby amended to read as follows:
2-1 78.097 1. A resident agent who desires to resign shall file
2-2 with the Secretary of State a signed statement , on a form provided
2-3 by the Secretary of State, for each [corporation] artificial person
2-4 formed, organized, registered or qualified pursuant to the
2-5 provisions of this title that he is unwilling to continue to act as the
2-6 resident agent of the [corporation] artificial person for the service
2-7 of process. The fee for filing a statement of resignation is $100 for
2-8 the first artificial person that the resident agent is unwilling to
2-9 continue to act as the agent of and $1 for each additional artificial
2-10 person listed on the statement of resignation. A resignation is not
2-11 effective until the signed statement is filed with the Secretary of
2-12 State.
2-13 2. The statement of resignation may contain a statement of the
2-14 affected corporation appointing a successor resident agent for that
2-15 corporation. A certificate of acceptance executed by the new
2-16 resident agent, stating the full name, complete street address and, if
2-17 different from the street address, mailing address of the new resident
2-18 agent, must accompany the statement appointing a successor
2-19 resident agent.
2-20 3. Upon the filing of the statement of resignation with the
2-21 Secretary of State the capacity of the resigning person as resident
2-22 agent terminates. If the statement of resignation contains no
2-23 statement by the corporation appointing a successor resident agent,
2-24 the resigning resident agent shall immediately give written notice,
2-25 by mail, to the corporation of the filing of the statement and its
2-26 effect. The notice must be addressed to any officer of the
2-27 corporation other than the resident agent.
2-28 4. If a resident agent dies, resigns or removes from the State,
2-29 the corporation, within 30 days thereafter, shall file with the
2-30 Secretary of State a certificate of acceptance executed by the new
2-31 resident agent. The certificate must set forth the full name and
2-32 complete street address of the new resident agent for the service of
2-33 process, and may have a separate mailing address, such as a post
2-34 office box, which may be different from the street address.
2-35 5. A corporation that fails to file a certificate of acceptance
2-36 executed by the new resident agent within 30 days after the death,
2-37 resignation or removal of its former resident agent shall be deemed
2-38 in default and is subject to the provisions of NRS 78.170 and
2-39 78.175.
2-40 Sec. 4. NRS 78.110 is hereby amended to read as follows:
2-41 78.110 1. If a corporation created pursuant to this chapter
2-42 desires to change its resident agent, the change may be effected by
2-43 filing with the Secretary of State a certificate of change of resident
2-44 agent signed by an officer of the corporation which sets forth:
2-45 (a) The name of the corporation;
3-1 (b) The name and street address of its present resident agent; and
3-2 (c) The name and street address of the new resident agent.
3-3 2. The new resident agent’s certificate of acceptance must be a
3-4 part of or attached to the certificate of change [.] of resident agent.
3-5 3. If the name of a resident agent is changed as a result of a
3-6 merger, conversion, exchange, sale, reorganization or
3-7 amendment, the resident agent shall:
3-8 (a) File with the Secretary of State a certificate of name
3-9 change of resident agent that includes:
3-10 (1) The current name of the resident agent as filed with the
3-11 Secretary of State;
3-12 (2) The new name of the resident agent; and
3-13 (3) The name and file number of each artificial person
3-14 formed, organized, registered or qualified pursuant to the
3-15 provisions of this title that the resident agent represents; and
3-16 (b) Pay to the Secretary of State a filing fee of $100.
3-17 4. A change authorized by this section becomes effective upon
3-18 the filing of the proper certificate of change.
3-19 Sec. 5. NRS 78.150 is hereby amended to read as follows:
3-20 78.150 1. A corporation organized pursuant to the laws of
3-21 this state shall, on or before the first day of the second month after
3-22 the filing of its articles of incorporation with the Secretary of State,
3-23 file with the Secretary of State a list, on a form furnished by him,
3-24 containing:
3-25 (a) The name of the corporation;
3-26 (b) The file number of the corporation, if known;
3-27 (c) The names and titles of the president, secretary, treasurer and
3-28 of all the directors of the corporation;
3-29 (d) The mailing or street address, either residence or business, of
3-30 each officer and director listed, following the name of the officer or
3-31 director;
3-32 (e) The name and street address of the lawfully designated
3-33 resident agent of the corporation; and
3-34 (f) The signature of an officer of the corporation certifying that
3-35 the list is true, complete and accurate.
3-36 2. The corporation shall annually thereafter, on or before the
3-37 last day of the month in which the anniversary date of incorporation
3-38 occurs in each year, file with the Secretary of State, on a form
3-39 furnished by him, an annual list containing all of the information
3-40 required in subsection 1.
3-41 3. Each list required by subsection 1 or 2 must be accompanied
3-42 by a declaration under penalty of perjury that the corporation has
3-43 complied with the provisions of chapter 364A of NRS.
3-44 4. Upon filing the list required by:
4-1 (a) Subsection 1, the corporation shall pay to the Secretary of
4-2 State a fee of [$165.] $125.
4-3 (b) Subsection 2, the corporation shall pay to the Secretary of
4-4 State [a fee of $85.] , if the amount represented by the total
4-5 number of shares provided for in the articles is:
4-6 $75,000 or less.................................. $125
4-7 Over $75,000 and not over $200,000175
4-8 Over $200,000 and not over $500,000275
4-9 Over $500,000 and not over $1,000,000375
4-10 Over $1,000,000:
4-11 For the first $1,000,000................ 375
4-12 For each additional $500,000 or fraction thereof 275
4-13 The maximum fee which may be charged pursuant to paragraph
4-14 (b) for filing the annual list is $11,100.
4-15 5. If a director or officer of a corporation resigns and the
4-16 resignation is not made in conjunction with the filing of an
4-17 annual or amended list of directors and officers, the corporation
4-18 shall pay to the Secretary of State a fee of $75 to file the
4-19 resignation of the director or officer.
4-20 6. The Secretary of State shall, 60 days before the last day for
4-21 filing each annual list required by subsection 2, cause to be mailed
4-22 to each corporation which is required to comply with the provisions
4-23 of NRS 78.150 to 78.185, inclusive, and which has not become
4-24 delinquent, a notice of the fee due pursuant to subsection 4 and a
4-25 reminder to file the annual list required by subsection 2. Failure of
4-26 any corporation to receive a notice or form does not excuse it from
4-27 the penalty imposed by law.
4-28 [6.] 7. If the list to be filed pursuant to the provisions of
4-29 subsection 1 or 2 is defective in any respect or the fee required by
4-30 subsection 4 or [8] 9 is not paid, the Secretary of State may return
4-31 the list for correction or payment.
4-32 [7.] 8. An annual list for a corporation not in default which is
4-33 received by the Secretary of State more than 60 days before its due
4-34 date shall be deemed an amended list for the previous year and must
4-35 be accompanied by [a fee of $85] the appropriate fee as provided in
4-36 subsection 4 for filing. A payment submitted pursuant to this
4-37 subsection does not satisfy the requirements of subsection 2 for the
4-38 year to which the due date is applicable.
4-39 [8.] 9. If the corporation is an association as defined in NRS
4-40 116.110315, the Secretary of State shall not accept the filing
4-41 required by this section unless it is accompanied by evidence of the
4-42 payment of the fee required to be paid pursuant to NRS 116.31155
5-1 that is provided to the association pursuant to subsection 4 of that
5-2 section.
5-3 Sec. 6. NRS 78.170 is hereby amended to read as follows:
5-4 78.170 1. Each corporation required to make a filing and pay
5-5 the fee prescribed in NRS 78.150 to 78.185, inclusive, which refuses
5-6 or neglects to do so within the time provided shall be deemed in
5-7 default.
5-8 2. For default there must be added to the amount of the fee a
5-9 penalty of [$50.] $75. The fee and penalty must be collected as
5-10 provided in this chapter.
5-11 Sec. 7. NRS 78.180 is hereby amended to read as follows:
5-12 78.180 1. Except as otherwise provided in subsections 3 and
5-13 4, the Secretary of State shall reinstate a corporation which has
5-14 forfeited its right to transact business pursuant to the provisions of
5-15 this chapter and restore to the corporation its right to carry on
5-16 business in this state, and to exercise its corporate privileges and
5-17 immunities, if it:
5-18 (a) Files with the Secretary of State [the] :
5-19 (1) The list required by NRS 78.150; and
5-20 (2) A certificate of acceptance of appointment signed by its
5-21 resident agent; and
5-22 (b) Pays to the Secretary of State:
5-23 (1) The filing fee and penalty set forth in NRS 78.150 and
5-24 78.170 for each year or portion thereof during which it failed to file
5-25 each required annual list in a timely manner; and
5-26 (2) A fee of [$200] $300 for reinstatement.
5-27 2. When the Secretary of State reinstates the corporation, he
5-28 shall:
5-29 (a) Immediately issue and deliver to the corporation a certificate
5-30 of reinstatement authorizing it to transact business as if the filing fee
5-31 or fees had been paid when due; and
5-32 (b) Upon demand, issue to the corporation one or more certified
5-33 copies of the certificate of reinstatement.
5-34 3. The Secretary of State shall not order a reinstatement unless
5-35 all delinquent fees and penalties have been paid, and the revocation
5-36 of the charter occurred only by reason of failure to pay the fees and
5-37 penalties.
5-38 4. If a corporate charter has been revoked pursuant to the
5-39 provisions of this chapter and has remained revoked for a period of
5-40 5 consecutive years, the charter must not be reinstated.
5-41 Sec. 8. NRS 78.390 is hereby amended to read as follows:
5-42 78.390 1. Every amendment adopted pursuant to the
5-43 provisions of NRS 78.385 must be made in the following manner:
5-44 (a) The board of directors must adopt a resolution setting forth
5-45 the amendment proposed and declaring its advisability, and either
6-1 call a special meeting of the stockholders entitled to vote on the
6-2 amendment or direct that the proposed amendment be considered at
6-3 the next annual meeting of the stockholders entitled to vote on the
6-4 amendment.
6-5 (b) At the meeting, of which notice must be given to each
6-6 stockholder entitled to vote pursuant to the provisions of this
6-7 section, a vote of the stockholders entitled to vote in person or by
6-8 proxy must be taken for and against the proposed amendment. If it
6-9 appears upon the canvassing of the votes that stockholders holding
6-10 shares in the corporation entitling them to exercise at least a
6-11 majority of the voting power, or such greater proportion of the
6-12 voting power as may be required in the case of a vote by classes or
6-13 series, as provided in subsections 2 and 4, or as may be required by
6-14 the provisions of the articles of incorporation, have voted in favor of
6-15 the amendment, an officer of the corporation shall sign a certificate
6-16 setting forth the amendment, or setting forth the articles of
6-17 incorporation as amended, and the vote by which the amendment
6-18 was adopted.
6-19 (c) The certificate so signed must be filed with the Secretary of
6-20 State.
6-21 2. If any proposed amendment would adversely alter or change
6-22 any preference or any relative or other right given to any class or
6-23 series of outstanding shares, then the amendment must be approved
6-24 by the vote, in addition to the affirmative vote otherwise required, of
6-25 the holders of shares representing a majority of the voting power of
6-26 each class or series adversely affected by the amendment regardless
6-27 of limitations or restrictions on the voting power thereof.
6-28 3. Provision may be made in the articles of incorporation
6-29 requiring, in the case of any specified amendments, a larger
6-30 proportion of the voting power of stockholders than that required by
6-31 this section.
6-32 4. Different series of the same class of shares do not constitute
6-33 different classes of shares for the purpose of voting by classes
6-34 except when the series is adversely affected by an amendment in a
6-35 different manner than other series of the same class.
6-36 5. The resolution of the stockholders approving the proposed
6-37 amendment may provide that at any time before the effective date of
6-38 the amendment, notwithstanding approval of the proposed
6-39 amendment by the stockholders, the board of directors may, by
6-40 resolution, abandon the proposed amendment without further action
6-41 by the stockholders.
6-42 6. A certificate filed pursuant to subsection 1 becomes
6-43 effective upon filing with the Secretary of State or upon a later date
6-44 specified in the certificate, which must not be later than 90 days
6-45 after the certificate is filed.
7-1 7. If a certificate filed pursuant to subsection 1 specifies an
7-2 effective date and if the resolution of the stockholders approving the
7-3 proposed amendment provides that the board of directors may
7-4 abandon the proposed amendment pursuant to subsection 5, the
7-5 board of directors may terminate the effectiveness of the certificate
7-6 by resolution and by filing a certificate of termination with the
7-7 Secretary of State that:
7-8 (a) Is filed before the effective date specified in the certificate
7-9 filed pursuant to subsection 1;
7-10 (b) Identifies the certificate being terminated;
7-11 (c) States that, pursuant to the resolution of the stockholders, the
7-12 board of directors is authorized to terminate the effectiveness of the
7-13 certificate;
7-14 (d) States that the effectiveness of the certificate has been
7-15 terminated;
7-16 (e) Is signed by an officer of the corporation; and
7-17 (f) Is accompanied by a filing fee of [$150.] $175.
7-18 Sec. 9. NRS 78.760 is hereby amended to read as follows:
7-19 78.760 1. The fee for filing articles of incorporation is
7-20 prescribed in the following schedule:
7-21 If the amount represented by the total number of
7-22 shares provided for in the articles is:
7-23 $75,000 or less...................... [$175] $ 75
7-24 Over $75,000 and not over $200,000[225] 175
7-25 Over $200,000 and not over $500,000[325] 275
7-26 Over $500,000 and not over $1,000,000[425] 375
7-27 Over $1,000,000:
7-28 For the first $1,000,000....... [425] 375
7-29 For each additional $500,000 or fraction
7-30 thereof....................................... [225] 275
7-31 2. The maximum fee which may be charged pursuant to this
7-32 section is [$25,000] $35,000 for:
7-33 (a) The original filing of articles of incorporation.
7-34 (b) A subsequent filing of any instrument which authorizes an
7-35 increase in stock.
7-36 3. For the purposes of computing the filing fees according to
7-37 the schedule in subsection 1, the amount represented by the total
7-38 number of shares provided for in the articles of incorporation is:
7-39 (a) The aggregate par value of the shares, if only shares with a
7-40 par value are therein provided for;
7-41 (b) The product of the number of shares multiplied by $1,
7-42 regardless of any lesser amount prescribed as the value or
8-1 consideration for which shares may be issued and disposed of, if
8-2 only shares without par value are therein provided for; or
8-3 (c) The aggregate par value of the shares with a par value plus
8-4 the product of the number of shares without par value multiplied by
8-5 $1, regardless of any lesser amount prescribed as the value or
8-6 consideration for which the shares without par value may be issued
8-7 and disposed of, if shares with and without par value are therein
8-8 provided for.
8-9 For the purposes of this subsection, shares with no prescribed par
8-10 value shall be deemed shares without par value.
8-11 4. The Secretary of State shall calculate filing fees pursuant to
8-12 this section with respect to shares with a par value of less than one-
8-13 tenth of a cent as if the par value were one-tenth of a cent.
8-14 Sec. 10. NRS 78.765 is hereby amended to read as follows:
8-15 78.765 1. The fee for filing a certificate changing the number
8-16 of authorized shares pursuant to NRS 78.209 or a certificate of
8-17 amendment to articles of incorporation that increases the
8-18 corporation’s authorized stock or a certificate of correction that
8-19 increases the corporation’s authorized stock is the difference
8-20 between the fee computed at the rates specified in NRS 78.760 upon
8-21 the total authorized stock of the corporation, including the proposed
8-22 increase, and the fee computed at the rates specified in NRS 78.760
8-23 upon the total authorized capital, excluding the proposed increase.
8-24 In no case may the amount be less than [$150.] $175.
8-25 2. The fee for filing a certificate of amendment to articles of
8-26 incorporation that does not increase the corporation’s authorized
8-27 stock or a certificate of correction that does not increase the
8-28 corporation’s authorized stock is [$150.] $175.
8-29 3. The fee for filing a certificate or an amended certificate
8-30 pursuant to NRS 78.1955 is [$150.] $175.
8-31 4. The fee for filing a certificate of termination pursuant to
8-32 NRS 78.1955, 78.209 or 78.380 is [$150.] $175.
8-33 Sec. 11. NRS 78.767 is hereby amended to read as follows:
8-34 78.767 1. The fee for filing a certificate of restated articles of
8-35 incorporation that does not increase the corporation’s authorized
8-36 stock is [$150.] $175.
8-37 2. The fee for filing a certificate of restated articles of
8-38 incorporation that increases the corporation’s authorized stock is the
8-39 difference between the fee computed pursuant to NRS 78.760 based
8-40 upon the total authorized stock of the corporation, including the
8-41 proposed increase, and the fee computed pursuant to NRS 78.760
8-42 based upon the total authorized stock of the corporation, excluding
8-43 the proposed increase. In no case may the amount be less than
8-44 [$150.] $175.
9-1 Sec. 12. NRS 78.780 is hereby amended to read as follows:
9-2 78.780 1. The fee for filing a certificate of extension of
9-3 corporate existence of any corporation is an amount equal to one-
9-4 fourth of the fee computed at the rates specified in NRS 78.760 for
9-5 filing articles of incorporation.
9-6 2. The fee for filing a certificate of dissolution whether it
9-7 occurs before or after payment of capital and beginning of business
9-8 is [$60.] $75.
9-9 Sec. 13. NRS 78.785 is hereby amended to read as follows:
9-10 78.785 1. The fee for filing a certificate of change of location
9-11 of a corporation’s registered office and resident agent, or a new
9-12 designation of resident agent, is [$30.] $60.
9-13 2. The fee for certifying articles of incorporation where a copy
9-14 is provided is [$20.] $30.
9-15 3. The fee for certifying a copy of an amendment to articles of
9-16 incorporation, or to a copy of the articles as amended, where a copy
9-17 is furnished, is [$20.] $30.
9-18 4. The fee for certifying an authorized printed copy of the
9-19 general corporation law as compiled by the Secretary of State is
9-20 [$20.] $30.
9-21 5. The fee for reserving a corporate name is [$20.] $25.
9-22 6. The fee for executing a certificate of corporate existence
9-23 which does not list the previous documents relating to the
9-24 corporation, or a certificate of change in a corporate name, is [$40.]
9-25 $50.
9-26 7. The fee for executing a certificate of corporate existence
9-27 which lists the previous documents relating to the corporation is
9-28 [$40.] $50.
9-29 8. The fee for executing, certifying or filing any certificate or
9-30 document not provided for in NRS 78.760 to 78.785, inclusive, is
9-31 [$40.] $50.
9-32 9. The fee for copies made at the Office of the Secretary of
9-33 State is [$1] $2 per page.
9-34 10. The fees for filing articles of incorporation, articles of
9-35 merger, or certificates of amendment increasing the basic surplus of
9-36 a mutual or reciprocal insurer must be computed pursuant to NRS
9-37 78.760, 78.765 and 92A.210, on the basis of the amount of basic
9-38 surplus of the insurer.
9-39 11. The fee for examining and provisionally approving any
9-40 document at any time before the document is presented for filing is
9-41 [$100.] $125.
9-42 Sec. 14. NRS 78.795 is hereby amended to read as follows:
9-43 78.795 1. Any natural person or corporation residing or
9-44 located in this state may [, on or after January 1 of any year but
9-45 before January 31 of that year,] register for that calendar year his
10-1 willingness to serve as the resident agent of a domestic or foreign
10-2 corporation, limited-liability company or limited partnership with
10-3 the Secretary of State. The registration must state the full, legal
10-4 name of the person or corporation willing to serve as the resident
10-5 agent and be accompanied by a fee of [$250] $500 per office
10-6 location of the resident agent.
10-7 2. The Secretary of State shall maintain a list of those persons
10-8 who are registered pursuant to subsection 1 and make the list
10-9 available to persons seeking to do business in this state.
10-10 3. A person registered pursuant to subsection 1 may apply to
10-11 the Secretary of State to amend any information pertaining to that
10-12 person contained in the list for a fee of $50.
10-13 4. The Secretary of State may adopt regulations prescribing
10-14 the content, maintenance and presentation of the list.
10-15 Sec. 15. NRS 80.050 is hereby amended to read as follows:
10-16 80.050 1. Except as otherwise provided in subsection 3,
10-17 foreign corporations shall pay the same fees to the Secretary of State
10-18 as are required to be paid by corporations organized pursuant to the
10-19 laws of this state, but the amount of fees to be charged must not
10-20 exceed:
10-21 (a) The sum of [$25,000] $35,000 for filing documents for
10-22 initial qualification; or
10-23 (b) The sum of [$25,000] $35,000 for each subsequent filing of
10-24 a certificate increasing authorized capital stock.
10-25 2. If the corporate documents required to be filed set forth only
10-26 the total number of shares of stock the corporation is authorized to
10-27 issue without reference to value, the authorized shares shall be
10-28 deemed to be without par value and the filing fee must be computed
10-29 pursuant to paragraph (b) of subsection 3 of NRS 78.760.
10-30 3. Foreign corporations which are nonprofit corporations and
10-31 do not have or issue shares of stock shall pay the same fees to the
10-32 Secretary of State as are required to be paid by nonprofit
10-33 corporations organized pursuant to the laws of this state.
10-34 4. The fee for filing a notice of withdrawal from the State of
10-35 Nevada by a foreign corporation is [$60.] $75.
10-36 Sec. 16. NRS 80.070 is hereby amended to read as follows:
10-37 80.070 1. A foreign corporation may change its resident
10-38 agent by filing with the Secretary of State:
10-39 (a) A certificate of change [,] of resident agent, signed by an
10-40 officer of the corporation, setting forth:
10-41 (1) The name of the corporation;
10-42 (2) The name and street address of the present resident agent;
10-43 and
10-44 (3) The name and street address of the new resident agent;
10-45 and
11-1 (b) A certificate of acceptance executed by the new resident
11-2 agent, which must be a part of or attached to the certificate of
11-3 change [.
11-4 The change authorized by this subsection becomes effective upon
11-5 the filing of the certificate of change.] of resident agent.
11-6 2. If the name of a resident agent is changed as a result of a
11-7 merger, conversion, exchange, sale, reorganization or
11-8 amendment, the resident agent shall:
11-9 (a) File with the Secretary of State a certificate of name
11-10 change of resident agent that includes:
11-11 (1) The current name of the resident agent as filed with the
11-12 Secretary of State;
11-13 (2) The new name of the resident agent; and
11-14 (3) The name and file number of each artificial person
11-15 formed, organized, registered or qualified pursuant to the
11-16 provisions of this title that the resident agent represents; and
11-17 (b) Pay to the Secretary of State a filing fee of $100.
11-18 3. A change authorized by subsection 1 or 2 becomes effective
11-19 upon the filing of the proper certificate of change.
11-20 4. A [person who has been designated by a foreign corporation
11-21 as] resident agent [may file] who desires to resign shall:
11-22 (a) File with the Secretary of State a signed statement in the
11-23 manner provided pursuant to subsection 1 of NRS 78.097 that he is
11-24 unwilling to continue to act as the resident agent of the corporation
11-25 for the service of process [.
11-26 3.] ; and
11-27 (b) Pay to the Secretary of State the filing fee set forth in
11-28 subsection 1 of NRS 78.097.
11-29 A resignation is not effective until the signed statement is filed
11-30 with the Secretary of State.
11-31 5. Upon the filing of the statement of resignation with the
11-32 Secretary of State, the capacity of the resigning person as resident
11-33 agent terminates. If the statement of resignation is not accompanied
11-34 by a statement of the corporation appointing a successor resident
11-35 agent, the resigning resident agent shall give written notice, by mail,
11-36 to the corporation, of the filing of the statement and its effect. The
11-37 notice must be addressed to any officer of the corporation other than
11-38 the resident agent.
11-39 [4.] 6. If a resident agent dies, resigns or moves from the State,
11-40 the corporation, within 30 days thereafter, shall file with the
11-41 Secretary of State a certificate of acceptance executed by the new
11-42 resident agent. The certificate must set forth the name of the new
11-43 resident agent, his street address for the service of process, and his
11-44 mailing address if different from his street address.
12-1 [5.] 7. A corporation that fails to file a certificate of acceptance
12-2 executed by a new resident agent within 30 days after the death,
12-3 resignation or removal of its resident agent shall be deemed in
12-4 default and is subject to the provisions of NRS 80.150 and 80.160.
12-5 Sec. 17. NRS 80.110 is hereby amended to read as follows:
12-6 80.110 1. Each foreign corporation doing business in this
12-7 state shall, on or before the first day of the second month after the
12-8 filing of its certificate of corporate existence with the Secretary of
12-9 State, and annually thereafter on or before the last day of the month
12-10 in which the anniversary date of its qualification to do business in
12-11 this state occurs in each year, file with the Secretary of State a list,
12-12 on a form furnished by him, that contains:
12-13 (a) The names of its president, secretary and treasurer or their
12-14 equivalent, and all of its directors;
12-15 (b) [A designation of its] The name and street address of the
12-16 lawfully designated resident agent of the corporation in this state;
12-17 and
12-18 (c) The signature of an officer of the corporation.
12-19 Each list filed pursuant to this subsection must be accompanied by a
12-20 declaration under penalty of perjury that the foreign corporation has
12-21 complied with the provisions of chapter 364A of NRS.
12-22 2. Upon filing:
12-23 (a) The initial list required by subsection 1, the corporation shall
12-24 pay to the Secretary of State a fee of [$165.] $125.
12-25 (b) Each annual list required by subsection 1, the corporation
12-26 shall pay to the Secretary of State [a fee of $85.] , if the amount
12-27 represented by the total number of shares provided for in the
12-28 articles is:
12-29 $75,000 or less................................ $125
12-30 Over $75,000 and not over $200,000175
12-31 Over $200,000 and not over $500,000275
12-32 Over $500,000 and not over $1,000,000 375
12-33 Over $1,000,000:
12-34 For the first $1,000,000................ 375
12-35 For each additional $500,000 or fraction
12-36 thereof................................................ 275
12-37 The maximum fee which may be charged pursuant to paragraph
12-38 (b) for filing the annual list is $11,100.
12-39 3. If a director or officer of a corporation resigns and the
12-40 resignation is not made in conjunction with the filing of an
12-41 annual or amended list of directors and officers, the corporation
12-42 shall pay to the Secretary of State a fee of $75 to file the
12-43 resignation of the director or officer.
13-1 4. The Secretary of State shall, 60 days before the last day for
13-2 filing each annual list required by subsection 1, cause to be mailed
13-3 to each corporation required to comply with the provisions of NRS
13-4 80.110 to 80.170, inclusive, which has not become delinquent, the
13-5 blank forms to be completed and filed with him. Failure of any
13-6 corporation to receive the forms does not excuse it from the penalty
13-7 imposed by the provisions of NRS 80.110 to 80.170, inclusive.
13-8 [4.] 5. An annual list for a corporation not in default which is
13-9 received by the Secretary of State more than 60 days before its due
13-10 date shall be deemed an amended list for the previous year and does
13-11 not satisfy the requirements of subsection 1 for the year to which the
13-12 due date is applicable.
13-13 Sec. 18. NRS 80.150 is hereby amended to read as follows:
13-14 80.150 1. Any corporation required to make a filing and pay
13-15 the fee prescribed in NRS 80.110 to 80.170, inclusive, which refuses
13-16 or neglects to do so within the time provided, is in default.
13-17 2. For default there must be added to the amount of the fee a
13-18 penalty of [$50,] $75, and unless the filing is made and the fee and
13-19 penalty are paid on or before the first day of the ninth month
13-20 following the month in which filing was required, the defaulting
13-21 corporation by reason of its default forfeits its right to transact any
13-22 business within this state. The fee and penalty must be collected as
13-23 provided in this chapter.
13-24 Sec. 19. NRS 80.170 is hereby amended to read as follows:
13-25 80.170 1. Except as otherwise provided in subsections 3 and
13-26 4, the Secretary of State shall reinstate a corporation which has
13-27 forfeited or which forfeits its right to transact business under the
13-28 provisions of this chapter and restore to the corporation its right to
13-29 transact business in this state, and to exercise its corporate privileges
13-30 and immunities if it:
13-31 (a) Files with the Secretary of State [a] :
13-32 (1) The list as provided in NRS 80.110 and 80.140; and
13-33 (2) A certificate of acceptance of appointment signed by its
13-34 resident agent; and
13-35 (b) Pays to the Secretary of State:
13-36 (1) The filing fee and penalty set forth in NRS 80.110 and
13-37 80.150 for each year or portion thereof that its right to transact
13-38 business was forfeited; and
13-39 (2) A fee of [$200] $300 for reinstatement.
13-40 2. If payment is made and the Secretary of State reinstates the
13-41 corporation to its former rights, he shall:
13-42 (a) Immediately issue and deliver to the corporation so
13-43 reinstated a certificate of reinstatement authorizing it to transact
13-44 business in the same manner as if the filing fee had been paid when
13-45 due; and
14-1 (b) Upon demand, issue to the corporation one or more certified
14-2 copies of the certificate of reinstatement.
14-3 3. The Secretary of State shall not order a reinstatement unless
14-4 all delinquent fees and penalties have been paid, and the revocation
14-5 of the right to transact business occurred only by reason of failure to
14-6 pay the fees and penalties.
14-7 4. If the right of a corporation to transact business in this state
14-8 has been forfeited pursuant to the provisions of NRS 80.160 and has
14-9 remained forfeited for a period of 5 consecutive years, the right is
14-10 not subject to reinstatement.
14-11 Sec. 19.5. NRS 80.190 is hereby amended to read as follows:
14-12 80.190 1. Except as otherwise provided in subsection 2, each
14-13 foreign corporation doing business in this state shall, not later than
14-14 the month of March in each year, publish a statement of its last
14-15 calendar year’s business in two numbers or issues of a newspaper
14-16 published in this state [.] that has a total weekly circulation of at
14-17 least 1,000. The statement must include:
14-18 (a) The name of the corporation.
14-19 (b) The name and title of the corporate officer submitting the
14-20 statement.
14-21 (c) The mailing or street address of the corporation’s principal
14-22 office.
14-23 (d) The mailing or street address of the corporation’s office in
14-24 this state, if one exists.
14-25 (e) The total assets and liabilities of the corporation at the end
14-26 of the year.
14-27 2. If the corporation keeps its records on the basis of a fiscal
14-28 year other than the calendar, the statement required by subsection 1
14-29 must be published not later than the end of the third month
14-30 following the close of each fiscal year.
14-31 3. A corporation which neglects or refuses to publish a
14-32 statement as required by this section is liable to a penalty of $100
14-33 for each month that the statement remains unpublished.
14-34 4. Any district attorney in the State or the Attorney General
14-35 may sue to recover the penalty. The first county suing through its
14-36 district attorney shall recover the penalty, and if no suit is brought
14-37 for the penalty by any district attorney, the State may recover
14-38 through the Attorney General.
14-39 Sec. 20. NRS 82.193 is hereby amended to read as follows:
14-40 82.193 1. A corporation shall have a resident agent in the
14-41 manner provided in NRS 78.090, 78.095, 78.097 and 78.110. The
14-42 resident agent and the corporation shall comply with the provisions
14-43 of those sections.
14-44 2. A corporation is subject to the provisions of NRS 78.150 to
14-45 78.185, inclusive, except that:
15-1 (a) The fee for filing a list is [$15;] $25;
15-2 (b) The penalty added for default is [$5;] $50; and
15-3 (c) The fee for reinstatement is [$25.] $100.
15-4 Sec. 21. NRS 82.531 is hereby amended to read as follows:
15-5 82.531 1. The fee for filing articles of incorporation,
15-6 amendments to or restatements of articles of incorporation,
15-7 certificates pursuant to NRS 82.061 and 82.063 and documents for
15-8 dissolution is [$25] $50 for each document.
15-9 2. Except as otherwise provided in NRS 82.193 and subsection
15-10 1, the fees for filing documents are those set forth in NRS 78.765 to
15-11 78.785, inclusive.
15-12 Sec. 22. NRS 82.546 is hereby amended to read as follows:
15-13 82.546 1. Any corporation which did exist or is existing
15-14 pursuant to the laws of this state may, upon complying with the
15-15 provisions of NRS 78.150 and 82.193, procure a renewal or revival
15-16 of its charter for any period, together with all the rights, franchises,
15-17 privileges and immunities, and subject to all its existing and
15-18 preexisting debts, duties and liabilities secured or imposed by its
15-19 original charter and amendments thereto, or its existing charter, by
15-20 filing:
15-21 (a) A certificate with the Secretary of State, which must set
15-22 forth:
15-23 (1) The name of the corporation, which must be the name of
15-24 the corporation at the time of the renewal or revival, or its name at
15-25 the time its original charter expired.
15-26 (2) The name and street address of the lawfully designated
15-27 resident agent of the filing corporation, and his mailing address if
15-28 different from his street address.
15-29 (3) The date when the renewal or revival of the charter is to
15-30 commence or be effective, which may be, in cases of a revival,
15-31 before the date of the certificate.
15-32 (4) Whether or not the renewal or revival is to be perpetual,
15-33 and, if not perpetual, the time for which the renewal or revival is to
15-34 continue.
15-35 (5) That the corporation desiring to renew or revive its
15-36 charter is, or has been, organized and carrying on the business
15-37 authorized by its existing or original charter and amendments
15-38 thereto, and desires to renew or continue through revival its
15-39 existence pursuant to and subject to the provisions of this chapter.
15-40 (b) A list of its president, secretary and treasurer and all of its
15-41 directors and their post office box and street addresses, either
15-42 residence or business.
15-43 2. A corporation whose charter has not expired and is being
15-44 renewed shall cause the certificate to be signed by its president or
15-45 vice president and secretary or assistant secretary. The certificate
16-1 must be approved by a majority of the last-appointed surviving
16-2 directors.
16-3 3. A corporation seeking to revive its original or amended
16-4 charter shall cause the certificate to be signed by its president or
16-5 vice president and secretary or assistant secretary. The execution
16-6 and filing of the certificate must be approved unanimously by the
16-7 last-appointed surviving directors of the corporation and must
16-8 contain a recital that unanimous consent was secured. The
16-9 corporation shall pay to the Secretary of State the fee required to
16-10 establish a new corporation pursuant to the provisions of this
16-11 chapter.
16-12 4. The filed certificate, or a copy thereof which has been
16-13 certified under the hand and seal of the Secretary of State, must be
16-14 received in all courts and places as prima facie evidence of the facts
16-15 therein stated and of the existence and incorporation of the
16-16 corporation named therein.
16-17 Sec. 23. NRS 84.090 is hereby amended to read as follows:
16-18 84.090 1. The fee for filing articles of incorporation,
16-19 amendments to or restatements of articles of incorporation [,
16-20 certificates of reinstatement] and documents for dissolution is [$25]
16-21 $50 for each document.
16-22 2. Except as otherwise provided in this chapter, the fees set
16-23 forth in NRS 78.785 apply to this chapter.
16-24 Sec. 24. NRS 84.110 is hereby amended to read as follows:
16-25 84.110 1. Every corporation sole must have a resident agent
16-26 in the manner provided in NRS 78.090 and 78.095, subsections 1 to
16-27 4, inclusive, of NRS 78.097 and NRS 78.110. The resident agent
16-28 shall comply with the provisions of those sections.
16-29 2. A corporation sole that fails to file a certificate of acceptance
16-30 executed by the new resident agent within 30 days after the death,
16-31 resignation or removal of its former resident agent shall be deemed
16-32 in default and is subject to the provisions of NRS 84.130 and
16-33 84.140.
16-34 3. [No] A corporation sole [may be required to file an annual
16-35 list of officers, directors and designation of resident agent.] is
16-36 subject to the provisions of NRS 78.150 to 78.185, inclusive, except
16-37 that:
16-38 (a) The fee for filing a list is $25;
16-39 (b) The penalty added for default is $50; and
16-40 (c) The fee for reinstatement is $100.
16-41 Sec. 24.5. NRS 84.120 is hereby amended to read as follows:
16-42 84.120 1. A resident agent who wishes to resign shall [file] :
16-43 (a) File with the Secretary of State a signed statement [for each
16-44 corporation sole] in the manner provided pursuant to subsection 1
17-1 of NRS 78.097 that he is unwilling to continue to act as the resident
17-2 agent of the corporation for the service of process [.] ; and
17-3 (b) Pay to the Secretary of State the filing fee set forth in
17-4 subsection 1 of NRS 78.097.
17-5 A resignation is not effective until the signed statement is filed with
17-6 the Secretary of State.
17-7 2. The statement of resignation may contain a statement of the
17-8 affected corporation sole appointing a successor resident agent for
17-9 that corporation. A certificate of acceptance executed by the new
17-10 resident agent, stating the full name, complete street address and, if
17-11 different from the street address, mailing address of the new resident
17-12 agent, must accompany the statement appointing a successor
17-13 resident agent.
17-14 3. Upon the filing of the statement of resignation with the
17-15 Secretary of State, the capacity of the resigning person as resident
17-16 agent terminates. If the statement of resignation contains no
17-17 statement by the corporation sole appointing a successor resident
17-18 agent, the resigning resident agent shall immediately give written
17-19 notice, by mail, to the corporation of the filing of the statement and
17-20 its effect. The notice must be addressed to the person in whom is
17-21 vested the legal title to property specified in NRS 84.020.
17-22 4. If a resident agent dies, resigns or removes from the State,
17-23 the corporation sole, within 30 days thereafter, shall file with the
17-24 Secretary of State a certificate of acceptance executed by the new
17-25 resident agent. The certificate must set forth the full name and
17-26 complete street address of the new resident agent for the service of
17-27 process, and may have a separate mailing address, such as a post
17-28 office box, which may be different from the street address.
17-29 5. A corporation sole that fails to file a certificate of acceptance
17-30 executed by the new resident agent within 30 days after the death,
17-31 resignation or removal of its former resident agent shall be deemed
17-32 in default and is subject to the provisions of NRS 84.130 and
17-33 84.140.
17-34 Sec. 25. NRS 86.226 is hereby amended to read as follows:
17-35 86.226 1. A signed certificate of amendment, or a certified
17-36 copy of a judicial decree of amendment, must be filed with the
17-37 Secretary of State. A person who executes a certificate as an agent,
17-38 officer or fiduciary of the limited-liability company need not exhibit
17-39 evidence of his authority as a prerequisite to filing. Unless the
17-40 Secretary of State finds that a certificate does not conform to law,
17-41 upon his receipt of all required filing fees he shall file the certificate.
17-42 2. A certificate of amendment or judicial decree of amendment
17-43 is effective upon filing with the Secretary of State or upon a later
17-44 date specified in the certificate or judicial decree, which must not be
17-45 more than 90 days after the certificate or judicial decree is filed.
18-1 3. If a certificate specifies an effective date and if the
18-2 resolution of the members approving the proposed amendment
18-3 provides that one or more managers or, if management is not vested
18-4 in a manager, one or more members may abandon the proposed
18-5 amendment, then those managers or members may terminate the
18-6 effectiveness of the certificate by filing a certificate of termination
18-7 with the Secretary of State that:
18-8 (a) Is filed before the effective date specified in the certificate or
18-9 judicial decree filed pursuant to subsection 1;
18-10 (b) Identifies the certificate being terminated;
18-11 (c) States that, pursuant to the resolution of the members, the
18-12 manager of the company or, if management is not vested in a
18-13 manager, a designated member is authorized to terminate the
18-14 effectiveness of the certificate;
18-15 (d) States that the effectiveness of the certificate has been
18-16 terminated;
18-17 (e) Is signed by a manager of the company or, if management is
18-18 not vested in a manager, a designated member; and
18-19 (f) Is accompanied by a filing fee of [$150.] $175.
18-20 Sec. 26. NRS 86.235 is hereby amended to read as follows:
18-21 86.235 1. If a limited-liability company formed pursuant to
18-22 this chapter desires to change its resident agent, the change may be
18-23 effected by filing with the Secretary of State a certificate of change
18-24 of resident agent signed by a manager of the company or, if
18-25 management is not vested in a manager, by a member, that sets
18-26 forth:
18-27 (a) The name of the limited-liability company;
18-28 (b) The name and street address of its present resident agent; and
18-29 (c) The name and street address of the new resident agent.
18-30 2. The new resident agent’s certificate of acceptance must be a
18-31 part of or attached to the certificate of change [.
18-32 3. The] of resident agent.
18-33 3. If the name of a resident agent is changed as a result of a
18-34 merger, conversion, exchange, sale, reorganization or
18-35 amendment, the resident agent shall:
18-36 (a) File with the Secretary of State a certificate of name
18-37 change of resident agent that includes:
18-38 (1) The current name of the resident agent as filed with the
18-39 Secretary of State;
18-40 (2) The new name of the resident agent; and
18-41 (3) The name and file number of each artificial person
18-42 formed, organized, registered or qualified pursuant to the
18-43 provisions of this title that the resident agent represents; and
18-44 (b) Pay to the Secretary of State a filing fee of $100.
19-1 4. A change authorized by this section becomes effective upon
19-2 the filing of the proper certificate of change.
19-3 Sec. 26.5. NRS 86.251 is hereby amended to read as follows:
19-4 86.251 1. A resident agent who desires to resign shall [file] :
19-5 (a) File with the Secretary of State a signed statement [for each
19-6 limited-liability company] in the manner provided pursuant to
19-7 subsection 1 of NRS 78.097 that he is unwilling to continue to act
19-8 as the resident agent of the limited-liability company for the service
19-9 of process [.] ; and
19-10 (b) Pay to the Secretary of State the filing fee set forth in
19-11 subsection 1 of NRS 78.097.
19-12 A resignation is not effective until the signed statement is filed with
19-13 the Secretary of State.
19-14 2. The statement of resignation may contain a statement of the
19-15 affected limited-liability company appointing a successor resident
19-16 agent for that limited-liability company, giving the agent’s full
19-17 name, street address for the service of process, and mailing address
19-18 if different from the street address. A certificate of acceptance
19-19 executed by the new resident agent must accompany the statement
19-20 appointing a successor resident agent.
19-21 3. Upon the filing of the statement of resignation with the
19-22 Secretary of State the capacity of the resigning person as resident
19-23 agent terminates. If the statement of resignation contains no
19-24 statement by the limited-liability company appointing a successor
19-25 resident agent, the resigning agent shall immediately give written
19-26 notice, by mail, to the limited-liability company of the filing of the
19-27 statement and its effect. The notice must be addressed to any
19-28 manager or, if none, to any member, of the limited-liability
19-29 company other than the resident agent.
19-30 4. If a resident agent dies, resigns or moves from the State, the
19-31 limited-liability company, within 30 days thereafter, shall file with
19-32 the Secretary of State a certificate of acceptance executed by the
19-33 new resident agent. The certificate must set forth the name,
19-34 complete street address and mailing address, if different from the
19-35 street address, of the new resident agent.
19-36 5. Each limited-liability company which fails to file a
19-37 certificate of acceptance executed by the new resident agent within
19-38 30 days after the death, resignation or removal of its resident agent
19-39 as provided in subsection 4, shall be deemed in default and is
19-40 subject to the provisions of NRS 86.272 and 86.274.
19-41 Sec. 27. NRS 86.263 is hereby amended to read as follows:
19-42 86.263 1. A limited-liability company shall, on or before the
19-43 first day of the second month after the filing of its articles of
19-44 organization with the Secretary of State, file with the Secretary of
19-45 State, on a form furnished by him, a list that contains:
20-1 (a) The name of the limited-liability company;
20-2 (b) The file number of the limited-liability company, if known;
20-3 (c) The names and titles of all of its managers or, if there is no
20-4 manager, all of its managing members;
20-5 (d) The mailing or street address, either residence or business, of
20-6 each manager or managing member listed, following the name of
20-7 the manager or managing member;
20-8 (e) The name and street address of the lawfully designated
20-9 resident agent of the limited-liability company; and
20-10 (f) The signature of a manager or managing member of the
20-11 limited-liability company certifying that the list is true, complete
20-12 and accurate.
20-13 2. The limited-liability company shall annually thereafter, on
20-14 or before the last day of the month in which the anniversary date of
20-15 its organization occurs, file with the Secretary of State, on a form
20-16 furnished by him, an amended list containing all of the information
20-17 required in subsection 1. [If the limited-liability company has had no
20-18 changes in its managers or, if there is no manager, its managing
20-19 members, since its previous list was filed, no amended list need be
20-20 filed if a manager or managing member of the limited-liability
20-21 company certifies to the Secretary of State as a true and accurate
20-22 statement that no changes in the managers or managing members
20-23 have occurred.]
20-24 3. Each list required by [subsection 1 and each list or
20-25 certification required by subsection] subsections 1 and 2 must be
20-26 accompanied by a declaration under penalty of perjury that the
20-27 limited-liability company has complied with the provisions of
20-28 chapter 364A of NRS.
20-29 4. Upon filing:
20-30 (a) The initial list required by subsection 1, the limited-liability
20-31 company shall pay to the Secretary of State a fee of [$165.] $125.
20-32 (b) Each annual list required by subsection 2 , [or certifying that
20-33 no changes have occurred,] the limited-liability company shall pay
20-34 to the Secretary of State a fee of [$85.] $125.
20-35 5. If a manager or managing member of a limited-liability
20-36 company resigns and the resignation is not made in conjunction
20-37 with the filing of an annual or amended list of managers and
20-38 managing members, the limited-liability company shall pay to the
20-39 Secretary of State a fee of $75 to file the resignation of the
20-40 manager or managing member.
20-41 6. The Secretary of State shall, 60 days before the last day for
20-42 filing each list required by subsection 2, cause to be mailed to each
20-43 limited-liability company required to comply with the provisions of
20-44 this section, which has not become delinquent, a notice of the fee
20-45 due under subsection 4 and a reminder to file a list required by
21-1 subsection 2 . [or a certification of no change.] Failure of any
21-2 company to receive a notice or form does not excuse it from the
21-3 penalty imposed by law.
21-4 [6.] 7. If the list to be filed pursuant to the provisions of
21-5 subsection 1 or 2 is defective or the fee required by subsection 4 is
21-6 not paid, the Secretary of State may return the list for correction or
21-7 payment.
21-8 [7.] 8. An annual list for a limited-liability company not in
21-9 default received by the Secretary of State more than 60 days before
21-10 its due date shall be deemed an amended list for the previous year.
21-11 Sec. 28. NRS 86.272 is hereby amended to read as follows:
21-12 86.272 1. Each limited-liability company required to make a
21-13 filing and pay the fee prescribed in NRS 86.263 which refuses or
21-14 neglects to do so within the time provided is in default.
21-15 2. For default there must be added to the amount of the fee a
21-16 penalty of [$50.] $75. The fee and penalty must be collected as
21-17 provided in this chapter.
21-18 Sec. 29. NRS 86.276 is hereby amended to read as follows:
21-19 86.276 1. Except as otherwise provided in subsections 3 and
21-20 4, the Secretary of State shall reinstate any limited-liability company
21-21 which has forfeited its right to transact business pursuant to the
21-22 provisions of this chapter and restore to the company its right to
21-23 carry on business in this state, and to exercise its privileges and
21-24 immunities, if it:
21-25 (a) Files with the Secretary of State [the] :
21-26 (1) The list required by NRS 86.263; and
21-27 (2) A certificate of acceptance of appointment signed by its
21-28 resident agent; and
21-29 (b) Pays to the Secretary of State:
21-30 (1) The filing fee and penalty set forth in NRS 86.263 and
21-31 86.272 for each year or portion thereof during which it failed to file
21-32 in a timely manner each required annual list; and
21-33 (2) A fee of [$200] $300 for reinstatement.
21-34 2. When the Secretary of State reinstates the limited-liability
21-35 company, he shall:
21-36 (a) Immediately issue and deliver to the company a certificate of
21-37 reinstatement authorizing it to transact business as if the filing fee
21-38 had been paid when due; and
21-39 (b) Upon demand, issue to the company one or more certified
21-40 copies of the certificate of reinstatement.
21-41 3. The Secretary of State shall not order a reinstatement unless
21-42 all delinquent fees and penalties have been paid, and the revocation
21-43 of the charter occurred only by reason of failure to pay the fees and
21-44 penalties.
22-1 4. If a company’s charter has been revoked pursuant to the
22-2 provisions of this chapter and has remained revoked for a period of
22-3 5 consecutive years, the charter must not be reinstated.
22-4 Sec. 30. NRS 86.401 is hereby amended to read as follows:
22-5 86.401 1. On application to a court of competent jurisdiction
22-6 by a judgment creditor of a member, the court may charge the
22-7 member’s interest with payment of the unsatisfied amount of the
22-8 judgment with interest. To the extent so charged, the judgment
22-9 creditor has only the rights of an assignee of the member’s interest.
22-10 2. [The court may appoint a receiver of the share of the
22-11 distributions due or to become due to the judgment debtor in respect
22-12 of the limited-liability company. The receiver has only the rights of
22-13 an assignee. The court may make all other orders, directions,
22-14 accounts and inquiries that the judgment debtor might have made or
22-15 which the circumstances of the case may require.
22-16 3. A charging order constitutes a lien on the member’s interest
22-17 of the judgment debtor. The court may order a foreclosure of the
22-18 member’s interest subject to the charging order at any time. The
22-19 purchaser at the foreclosure sale has only the rights of an assignee.
22-20 4. Unless otherwise provided in the articles of organization or
22-21 operating agreement, at any time before foreclosure, a member’s
22-22 interest charged may be redeemed:
22-23 (a) By the judgment debtor;
22-24 (b) With property other than property of the limited-liability
22-25 company, by one or more of the other members; or
22-26 (c) By the limited-liability company with the consent of all of
22-27 the members whose interests are not so charged.
22-28 5.]This section [provides] :
22-29 (a) Provides the exclusive remedy by which a judgment creditor
22-30 of a member or an assignee of a member may satisfy a judgment out
22-31 of the member’s interest of the judgment debtor.
22-32 [6. No creditor of a member has any right to obtain possession
22-33 of, or otherwise exercise legal or equitable remedies with respect to,
22-34 the property of the limited-liability company.
22-35 7. This section does]
22-36 (b) Does not deprive any member of the benefit of any
22-37 exemption applicable to his interest.
22-38 Sec. 31. NRS 86.561 is hereby amended to read as follows:
22-39 86.561 1. The Secretary of State shall charge and collect for:
22-40 (a) Filing the original articles of organization, or for registration
22-41 of a foreign company, [$175;] $75;
22-42 (b) Amending or restating the articles of organization, amending
22-43 the registration of a foreign company or filing a certificate of
22-44 correction, [$150;] $175;
23-1 (c) Filing the articles of dissolution of a domestic or foreign
23-2 company, [$60;] $75;
23-3 (d) Filing a statement of change of address of a records or
23-4 registered office, or change of the resident agent, [$30;] $60;
23-5 (e) Certifying articles of organization or an amendment to the
23-6 articles, in both cases where a copy is provided, [$20;] $30;
23-7 (f) Certifying an authorized printed copy of this chapter, [$20;]
23-8 $30;
23-9 (g) Reserving a name for a limited-liability company, [$20;]
23-10 $25;
23-11 (h) Filing a certificate of cancellation, [$60;] $75;
23-12 (i) Executing, filing or certifying any other document, [$40;]
23-13 $50; and
23-14 (j) Copies made at the Office of the Secretary of State, [$1] $2
23-15 per page.
23-16 2. The Secretary of State shall charge and collect at the time of
23-17 any service of process on him as agent for service of process of a
23-18 limited-liability company, [$10] $100 which may be recovered as
23-19 taxable costs by the party to the action causing the service to be
23-20 made if the party prevails in the action.
23-21 3. Except as otherwise provided in this section, the fees set
23-22 forth in NRS 78.785 apply to this chapter.
23-23 Sec. 32. NRS 86.568 is hereby amended to read as follows:
23-24 86.568 1. A limited-liability company may correct a
23-25 document filed by the Secretary of State with respect to the limited-
23-26 liability company if the document contains an inaccurate record of a
23-27 company action described in the document or was defectively
23-28 executed, attested, sealed, verified or acknowledged.
23-29 2. To correct a document, the limited-liability company must:
23-30 (a) Prepare a certificate of correction that:
23-31 (1) States the name of the limited-liability company;
23-32 (2) Describes the document, including, without limitation, its
23-33 filing date;
23-34 (3) Specifies the inaccuracy or defect;
23-35 (4) Sets forth the inaccurate or defective portion of the
23-36 document in an accurate or corrected form; and
23-37 (5) Is signed by a manager of the company, or if
23-38 management is not vested in a manager, by a member of the
23-39 company.
23-40 (b) Deliver the certificate to the Secretary of State for filing.
23-41 (c) Pay a filing fee of [$150] $175 to the Secretary of State.
23-42 3. A certificate of correction is effective on the effective date
23-43 of the document it corrects except as to persons relying on the
23-44 uncorrected document and adversely affected by the correction. As
23-45 to those persons, the certificate is effective when filed.
24-1 Sec. 33. NRS 86.580 is hereby amended to read as follows:
24-2 86.580 1. A limited-liability company which did exist or is
24-3 existing pursuant to the laws of this state may, upon complying with
24-4 the provisions of NRS 86.276, procure a renewal or revival of its
24-5 charter for any period, together with all the rights, franchises,
24-6 privileges and immunities, and subject to all its existing and
24-7 preexisting debts, duties and liabilities secured or imposed by its
24-8 original charter and amendments thereto, or existing charter, by
24-9 filing:
24-10 (a) A certificate with the Secretary of State, which must set
24-11 forth:
24-12 (1) The name of the limited-liability company, which must
24-13 be the name of the limited-liability company at the time of the
24-14 renewal or revival, or its name at the time its original charter
24-15 expired.
24-16 (2) The name of the person lawfully designated as the
24-17 resident agent of the limited-liability company, his street address for
24-18 the service of process, and his mailing address if different from his
24-19 street address.
24-20 (3) The date when the renewal or revival of the charter is to
24-21 commence or be effective, which may be, in cases of a revival,
24-22 before the date of the certificate.
24-23 (4) Whether or not the renewal or revival is to be perpetual,
24-24 and, if not perpetual, the time for which the renewal or revival is to
24-25 continue.
24-26 (5) That the limited-liability company desiring to renew or
24-27 revive its charter is, or has been, organized and carrying on the
24-28 business authorized by its existing or original charter and
24-29 amendments thereto, and desires to renew or continue through
24-30 revival its existence pursuant to and subject to the provisions of this
24-31 chapter.
24-32 (b) A list of its managers, or if there are no managers, all its
24-33 managing members and their post office box or street addresses,
24-34 either residence or business.
24-35 2. A limited-liability company whose charter has not expired
24-36 and is being renewed shall cause the certificate to be signed by its
24-37 manager, or if there is no manager, by a person designated by its
24-38 members. The certificate must be approved by a majority in interest.
24-39 3. A limited-liability company seeking to revive its original or
24-40 amended charter shall cause the certificate to be signed by a person
24-41 or persons designated or appointed by the members. The execution
24-42 and filing of the certificate must be approved by the written consent
24-43 of a majority in interest and must contain a recital that this consent
24-44 was secured. The limited-liability company shall pay to the
25-1 Secretary of State the fee required to establish a new limited-
25-2 liability company pursuant to the provisions of this chapter.
25-3 4. The filed certificate, or a copy thereof which has been
25-4 certified under the hand and seal of the Secretary of State, must be
25-5 received in all courts and places as prima facie evidence of the facts
25-6 therein stated and of the existence of the limited-liability company
25-7 therein named.
25-8 Sec. 34. NRS 87.460 is hereby amended to read as follows:
25-9 87.460 1. A certificate of registration of a registered limited-
25-10 liability partnership may be amended by filing with the Secretary of
25-11 State a certificate of amendment. The certificate of amendment must
25-12 set forth:
25-13 (a) The name of the registered limited-liability partnership;
25-14 (b) The dates on which the registered limited-liability
25-15 partnership filed its original certificate of registration and any other
25-16 certificates of amendment; and
25-17 (c) The change to the information contained in the original
25-18 certificate of registration or any other certificates of amendment.
25-19 2. The certificate of amendment must be:
25-20 (a) Signed by a managing partner of the registered limited-
25-21 liability partnership; and
25-22 (b) Accompanied by a fee of [$150.] $175.
25-23 Sec. 35. NRS 87.470 is hereby amended to read as follows:
25-24 87.470 The registration of a registered limited-liability
25-25 partnership is effective until:
25-26 1. Its certificate of registration is revoked pursuant to NRS
25-27 87.520; or
25-28 2. The registered limited-liability partnership files with the
25-29 Secretary of State a written notice of withdrawal executed by a
25-30 managing partner. The notice must be accompanied by a fee of
25-31 [$60.] $75.
25-32 Sec. 36. NRS 87.490 is hereby amended to read as follows:
25-33 87.490 1. If a registered limited-liability partnership wishes
25-34 to change the location of its principal office in this state or its
25-35 resident agent, it shall first file with the Secretary of State a
25-36 certificate of change of principal office or resident agent that sets
25-37 forth:
25-38 (a) The name of the registered limited-liability partnership;
25-39 (b) The street address of its principal office;
25-40 (c) If the location of its principal office will be changed, the
25-41 street address of its new principal office;
25-42 (d) The name of its resident agent; and
25-43 (e) If its resident agent will be changed, the name of its new
25-44 resident agent.
25-45 [The]
26-1 2. A certificate of acceptance [of its] signed by the new
26-2 resident agent must accompany the certificate of change [.
26-3 2.] of resident agent.
26-4 3. A certificate of change of principal office or resident agent
26-5 filed pursuant to this section must be:
26-6 (a) Signed by a managing partner of the registered limited-
26-7 liability partnership; and
26-8 (b) Accompanied by a fee of [$30.] $60.
26-9 4. If the name of a resident agent is changed as a result of a
26-10 merger, conversion, exchange, sale, reorganization or
26-11 amendment, the resident agent shall:
26-12 (a) File with the Secretary of State a certificate of name
26-13 change of resident agent that includes:
26-14 (1) The current name of the resident agent as filed with the
26-15 Secretary of State;
26-16 (2) The new name of the resident agent; and
26-17 (3) The name and file number of each artificial person
26-18 formed, organized, registered or qualified pursuant to the
26-19 provisions of this title that the resident agent represents; and
26-20 (b) Pay to the Secretary of State a filing fee of $100.
26-21 5. A change authorized by this section becomes effective upon
26-22 the filing of the proper certificate of change.
26-23 Sec. 36.5. NRS 87.500 is hereby amended to read as follows:
26-24 87.500 1. A resident agent [of a registered limited-liability
26-25 partnership] who wishes to resign shall [file] :
26-26 (a) File with the Secretary of State a signed statement in the
26-27 manner provided pursuant to subsection 1 of NRS 78.097 that he is
26-28 unwilling to continue to act as the resident agent of the registered
26-29 limited-liability partnership for the service of process [.] ; and
26-30 (b) Pay to the Secretary of State the filing fee set forth in
26-31 subsection 1 of NRS 78.097.
26-32 A resignation is not effective until the signed statement is filed with
26-33 the Secretary of State.
26-34 2. The statement of resignation may contain a statement by the
26-35 affected registered limited-liability partnership appointing a
26-36 successor resident agent. A certificate of acceptance signed by the
26-37 new agent, stating the full name, complete street address and, if
26-38 different from the street address, the mailing address of the new
26-39 agent, must accompany the statement appointing the new resident
26-40 agent.
26-41 3. Upon the filing of the statement with the Secretary of State,
26-42 the capacity of the person as resident agent terminates. If the
26-43 statement of resignation contains no statement by the registered
26-44 limited-liability partnership appointing a successor resident agent,
26-45 the resigning agent shall immediately give written notice, by
27-1 certified mail, to the registered limited-liability partnership of the
27-2 filing of the statement and its effect. The notice must be addressed
27-3 to a managing partner in this state.
27-4 4. If a resident agent dies, resigns or removes himself from the
27-5 State, the registered limited-liability partnership shall, within 30
27-6 days thereafter, file with the Secretary of State a certificate of
27-7 acceptance, executed by the new resident agent. The certificate must
27-8 set forth the full name, complete street address and, if different from
27-9 the street address, the mailing address of the newly designated
27-10 resident agent.
27-11 5. If a registered limited-liability partnership fails to file a
27-12 certificate of acceptance within the period required by [this
27-13 subsection,] subsection 4, it is in default and is subject to the
27-14 provisions of NRS 87.520.
27-15 Sec. 37. NRS 87.510 is hereby amended to read as follows:
27-16 87.510 1. A registered limited-liability partnership shall, on
27-17 or before the first day of the second month after the filing of its
27-18 certificate of registration with the Secretary of State, and annually
27-19 thereafter on or before the last day of the month in which the
27-20 anniversary date of the filing of its certificate of registration with the
27-21 Secretary of State occurs, file with the Secretary of State, on a form
27-22 furnished by him, a list that contains:
27-23 (a) The name of the registered limited-liability partnership;
27-24 (b) The file number of the registered limited-liability
27-25 partnership, if known;
27-26 (c) The names of all of its managing partners;
27-27 (d) The mailing or street address, either residence or business, of
27-28 each managing partner;
27-29 (e) The name and street address of the lawfully designated
27-30 resident agent of the registered limited-liability partnership; and
27-31 (f) The signature of a managing partner of the registered limited-
27-32 liability partnership certifying that the list is true, complete and
27-33 accurate.
27-34 Each list filed pursuant to this subsection must be accompanied by a
27-35 declaration under penalty of perjury that the registered limited-
27-36 liability partnership has complied with the provisions of chapter
27-37 364A of NRS.
27-38 2. Upon filing:
27-39 (a) The initial list required by subsection 1, the registered
27-40 limited-liability partnership shall pay to the Secretary of State a fee
27-41 of [$165.] $125.
27-42 (b) Each annual list required by subsection 1, the registered
27-43 limited-liability partnership shall pay to the Secretary of State a fee
27-44 of [$85.] $125.
28-1 3. If a managing partner of a registered limited-liability
28-2 partnership resigns and the resignation is not made in conjunction
28-3 with the filing of an annual or amended list of managing partners,
28-4 the registered limited-liability partnership shall pay to the
28-5 Secretary of State a fee of $75 to file the resignation of the
28-6 managing partner.
28-7 4. The Secretary of State shall, at least 60 days before the last
28-8 day for filing each annual list required by subsection 1, cause to be
28-9 mailed to the registered limited-liability partnership a notice of the
28-10 fee due pursuant to subsection 2 and a reminder to file the annual
28-11 list required by subsection 1. The failure of any registered limited-
28-12 liability partnership to receive a notice or form does not excuse it
28-13 from complying with the provisions of this section.
28-14 [4.] 5. If the list to be filed pursuant to the provisions of
28-15 subsection 1 is defective, or the fee required by subsection 2 is not
28-16 paid, the Secretary of State may return the list for correction or
28-17 payment.
28-18 [5.] 6. An annual list that is filed by a registered limited-
28-19 liability partnership which is not in default more than 60 days before
28-20 it is due shall be deemed an amended list for the previous year and
28-21 does not satisfy the requirements of subsection 1 for the year to
28-22 which the due date is applicable.
28-23 Sec. 38. NRS 87.520 is hereby amended to read as follows:
28-24 87.520 1. A registered limited-liability partnership that fails
28-25 to comply with the provisions of NRS 87.510 is in default.
28-26 2. Any registered limited-liability partnership that is in default
28-27 pursuant to subsection 1 must, in addition to the fee required to be
28-28 paid pursuant to NRS 87.510, pay a penalty of [$50.] $75.
28-29 3. On or before the 15th day of the third month after the month
28-30 in which the fee required to be paid pursuant to NRS 87.510 is due,
28-31 the Secretary of State shall notify, by certified mail, the resident
28-32 agent of any registered limited-liability partnership that is in default.
28-33 The notice must include the amount of any payment that is due from
28-34 the registered limited-liability partnership.
28-35 4. If a registered limited-liability partnership fails to pay the
28-36 amount that is due, the certificate of registration of the registered
28-37 limited-liability partnership shall be deemed revoked on the first day
28-38 of the ninth month after the month in which the fee required to be
28-39 paid pursuant to NRS 87.510 was due. The Secretary of State shall
28-40 notify a registered limited-liability partnership, by certified mail,
28-41 addressed to its resident agent or, if the registered limited-liability
28-42 partnership does not have a resident agent, to a managing partner,
28-43 that its certificate of registration is revoked and the amount of any
28-44 fees and penalties that are due.
29-1 Sec. 39. NRS 87.530 is hereby amended to read as follows:
29-2 87.530 1. Except as otherwise provided in subsection 3, the
29-3 Secretary of State shall reinstate the certificate of registration of a
29-4 registered limited-liability partnership that is revoked pursuant to
29-5 NRS 87.520 if the registered limited-liability partnership:
29-6 (a) Files with the Secretary of State [the] :
29-7 (1) The information required by NRS 87.510; and
29-8 (2) A certificate of acceptance of appointment signed by its
29-9 resident agent; and
29-10 (b) Pays to the Secretary of State:
29-11 (1) The fee required to be paid by [that section;]
29-12 NRS 87.510;
29-13 (2) Any penalty required to be paid pursuant to NRS 87.520;
29-14 and
29-15 (3) A reinstatement fee of [$200.] $300.
29-16 2. Upon reinstatement of a certificate of registration pursuant
29-17 to this section, the Secretary of State shall:
29-18 (a) Deliver to the registered limited-liability partnership a
29-19 certificate of reinstatement authorizing it to transact business
29-20 retroactively from the date the fee required by NRS 87.510 was due;
29-21 and
29-22 (b) Upon request, issue to the registered limited-liability
29-23 partnership one or more certified copies of the certificate of
29-24 reinstatement.
29-25 3. The Secretary of State shall not reinstate the certificate of
29-26 registration of a registered limited-liability partnership if the
29-27 certificate was revoked pursuant to NRS 87.520 at least 5 years
29-28 before the date of the proposed reinstatement.
29-29 Sec. 40. NRS 87.547 is hereby amended to read as follows:
29-30 87.547 1. A limited-liability partnership may correct a
29-31 document filed by the Secretary of State with respect to the limited-
29-32 liability partnership if the document contains an inaccurate record of
29-33 a partnership action described in the document or was defectively
29-34 executed, attested, sealed, verified or acknowledged.
29-35 2. To correct a document, the limited-liability partnership
29-36 must:
29-37 (a) Prepare a certificate of correction that:
29-38 (1) States the name of the limited-liability partnership;
29-39 (2) Describes the document, including, without limitation, its
29-40 filing date;
29-41 (3) Specifies the inaccuracy or defect;
29-42 (4) Sets forth the inaccurate or defective portion of the
29-43 document in an accurate or corrected form; and
29-44 (5) Is signed by a managing partner of the limited-liability
29-45 partnership.
30-1 (b) Deliver the certificate to the Secretary of State for filing.
30-2 (c) Pay a filing fee of [$150] $175 to the Secretary of State.
30-3 3. A certificate of correction is effective on the effective date
30-4 of the document it corrects except as to persons relying on the
30-5 uncorrected document and adversely affected by the correction. As
30-6 to those persons, the certificate is effective when filed.
30-7 Sec. 41. NRS 87.550 is hereby amended to read as follows:
30-8 87.550 In addition to any other fees required by NRS 87.440 to
30-9 87.540, inclusive, and 87.560, the Secretary of State shall charge
30-10 and collect the following fees for services rendered pursuant to
30-11 those sections:
30-12 1. For certifying documents required by NRS 87.440 to 87.540,
30-13 inclusive, and 87.560, [$20] $30 per certification.
30-14 2. For executing a certificate verifying the existence of a
30-15 registered limited-liability partnership, if the registered limited-
30-16 liability partnership has not filed a certificate of amendment, [$40.]
30-17 $50.
30-18 3. For executing a certificate verifying the existence of a
30-19 registered limited-liability partnership, if the registered limited-
30-20 liability partnership has filed a certificate of amendment, [$40.] $50.
30-21 4. For executing, certifying or filing any certificate or
30-22 document not required by NRS 87.440 to 87.540, inclusive, and
30-23 87.560, [$40.] $50.
30-24 5. For any copies made by the Office of the Secretary of State,
30-25 [$1] $2 per page.
30-26 6. For examining and provisionally approving any document
30-27 before the document is presented for filing, [$100.] $125.
30-28 Sec. 42. Chapter 88 of NRS is hereby amended by adding
30-29 thereto the provisions set forth as sections 43 to 50, inclusive, of this
30-30 act.
30-31 Sec. 43. 1. To become a registered limited-liability limited
30-32 partnership, a limited partnership shall file with the Secretary of
30-33 State a certificate of registration stating each of the following:
30-34 (a) The name of the limited partnership.
30-35 (b) The street address of its principal office.
30-36 (c) The name of the person designated as the resident agent of
30-37 the limited partnership, the street address of the resident agent
30-38 where process may be served upon the partnership and the mailing
30-39 address of the resident agent if it is different from his street
30-40 address.
30-41 (d) The name and business address of each organizer
30-42 executing the certificate.
30-43 (e) The name and business address of each initial general
30-44 partner.
31-1 (f) That the limited partnership thereafter will be a registered
31-2 limited-liability limited partnership.
31-3 (g) Any other information that the limited partnership wishes
31-4 to include.
31-5 2. The certificate of registration must be executed by the vote
31-6 necessary to amend the partnership agreement or, in the case of a
31-7 partnership agreement that expressly considers contribution
31-8 obligations, the vote necessary to amend those provisions.
31-9 3. The Secretary of State shall register as a registered limited-
31-10 liability limited partnership any limited partnership that submits a
31-11 completed certificate of registration with the required fee.
31-12 4. The registration of a registered limited-liability limited
31-13 partnership is effective at the time of the filing of the certificate of
31-14 registration.
31-15 Sec. 44. 1. The name proposed for a registered limited-
31-16 liability limited partnership must contain the words “Limited-
31-17 Liability Limited Partnership” or “Registered Limited-Liability
31-18 Limited Partnership” or the abbreviation “L.L.L.P.” or “LLLP”
31-19 as the last words or letters of the name and must be
31-20 distinguishable on the records of the Secretary of State from the
31-21 names of all other artificial persons formed, organized, registered
31-22 or qualified pursuant to the provisions of this title that are on file
31-23 in the Office of the Secretary of State and all names that are
31-24 reserved in the Office of the Secretary of State pursuant to the
31-25 provisions of this title. If the name of the registered limited-
31-26 liability limited partnership on a certificate of registration of
31-27 limited-liability limited partnership submitted to the Secretary of
31-28 State is not distinguishable from any name on file or reserved
31-29 name, the Secretary of State shall return the certificate to the
31-30 person who signed it, unless the written, acknowledged consent to
31-31 the same name of the holder of the name on file or reserved name
31-32 to use the name accompanies the certificate.
31-33 2. For the purposes of this section, a proposed name is not
31-34 distinguishable from a name on file or reserved name solely
31-35 because one or the other contains distinctive lettering, a distinctive
31-36 mark, a trademark or a trade name, or any combination of these.
31-37 3. The name of a registered limited-liability limited
31-38 partnership whose right to transact business has been forfeited,
31-39 which has merged and is not the surviving entity or whose
31-40 existence has otherwise terminated is available for use by any
31-41 other artificial person.
31-42 4. The Secretary of State may adopt regulations that interpret
31-43 the requirements of this section.
31-44 Sec. 45. The registration of a registered limited-liability
31-45 limited partnership is effective until:
32-1 1. Its certificate of registration is revoked pursuant to NRS
32-2 88.405; or
32-3 2. The registered limited-liability limited partnership files
32-4 with the Secretary of State a written notice of withdrawal executed
32-5 by a general partner. The notice must be accompanied by a fee of
32-6 $60.
32-7 Sec. 46. The status of a limited partnership as a registered
32-8 limited-liability limited partnership, and the liability of its
32-9 partners, are not affected by errors in the information contained
32-10 in a certificate of registration or an annual list required to be filed
32-11 with the Secretary of State, or by changes after the filing of such a
32-12 certificate or list in the information contained in the certificate or
32-13 list.
32-14 Sec. 47. 1. Notwithstanding any provision in a partnership
32-15 agreement that may have existed before a limited partnership
32-16 became a registered limited-liability limited partnership pursuant
32-17 to section 43 of this act, if a registered limited-liability limited
32-18 partnership incurs a debt or liability:
32-19 (a) The debt or liability is solely the responsibility of the
32-20 registered limited-liability limited partnership; and
32-21 (b) A partner of a registered limited-liability limited
32-22 partnership is not individually liable for the debt or liability by way
32-23 of acting as a partner.
32-24 2. For purposes of this section, the failure of a registered
32-25 limited-liability limited partnership to observe the formalities or
32-26 requirements relating to the management of the registered limited-
32-27 liability limited partnership, in and of itself, is not sufficient to
32-28 establish grounds for imposing personal liability on a partner for a
32-29 debt or liability of the registered limited-liability limited
32-30 partnership.
32-31 Sec. 48. 1. Except as otherwise provided by specific statute,
32-32 no partner of a registered limited-liability limited partnership is
32-33 individually liable for a debt or liability of the registered limited-
32-34 liability limited partnership, unless the partner acts as the alter
32-35 ego of the registered limited-liability limited partnership.
32-36 2. A partner acts as the alter ego of a registered limited-
32-37 liability limited partnership if:
32-38 (a) The registered limited-liability limited partnership is
32-39 influenced and governed by the partner;
32-40 (b) There is such unity of interest and ownership that the
32-41 registered limited-liability limited partnership and the partner are
32-42 inseparable from each other; and
32-43 (c) Adherence to the fiction of a separate entity would sanction
32-44 fraud or promote a manifest injustice.
33-1 3. The question of whether a partner acts as the alter ego of a
33-2 registered limited-liability limited partnership must be determined
33-3 by the court as a matter of law.
33-4 Sec. 49. To the extent permitted by the law of that
33-5 jurisdiction:
33-6 1. A limited partnership, including a registered limited-
33-7 liability limited partnership, formed and existing under this
33-8 chapter, may conduct its business, carry on its operations, and
33-9 exercise the powers granted by this chapter in any state, territory,
33-10 district or possession of the United States or in any foreign
33-11 country.
33-12 2. The internal affairs of a limited partnership, including a
33-13 registered limited-liability limited partnership, formed and existing
33-14 under this chapter, including the liability of partners for debts,
33-15 obligations and liabilities of or chargeable to the partnership, are
33-16 governed by the laws of this state.
33-17 Sec. 50. The name of a foreign registered limited-liability
33-18 limited partnership that is doing business in this state must
33-19 contain the words “Limited-Liability Limited Partnership” or
33-20 “Registered Limited-Liability Limited Partnership” or the
33-21 abbreviations “L.L.L.P.” or “LLLP,” or such other words or
33-22 abbreviations as may be required or authorized by the laws of the
33-23 other jurisdiction, as the last words or letters of the name.
33-24 Sec. 51. NRS 88.315 is hereby amended to read as follows:
33-25 88.315 As used in this chapter, unless the context otherwise
33-26 requires:
33-27 1. “Certificate of limited partnership” means the certificate
33-28 referred to in NRS 88.350, and the certificate as amended or
33-29 restated.
33-30 2. “Contribution” means any cash, property, services rendered,
33-31 or a promissory note or other binding obligation to contribute cash
33-32 or property or to perform services, which a partner contributes to a
33-33 limited partnership in his capacity as a partner.
33-34 3. “Event of withdrawal of a general partner” means an event
33-35 that causes a person to cease to be a general partner as provided in
33-36 NRS 88.450.
33-37 4. “Foreign limited partnership” means a partnership formed
33-38 under the laws of any state other than this state and having as
33-39 partners one or more general partners and one or more limited
33-40 partners.
33-41 5. “Foreign registered limited-liability limited partnership”
33-42 means a foreign limited-liability limited partnership:
33-43 (a) Formed pursuant to an agreement governed by the laws of
33-44 another state; and
34-1 (b) Registered pursuant to and complying with NRS 88.570 to
34-2 88.605, inclusive, and section 50 of this act.
34-3 6. “General partner” means a person who has been admitted to
34-4 a limited partnership as a general partner in accordance with the
34-5 partnership agreement and named in the certificate of limited
34-6 partnership as a general partner.
34-7 [6.] 7. “Limited partner” means a person who has been
34-8 admitted to a limited partnership as a limited partner in accordance
34-9 with the partnership agreement.
34-10 [7.] 8. “Limited partnership” and “domestic limited
34-11 partnership” mean a partnership formed by two or more persons
34-12 under the laws of this state and having one or more general partners
34-13 and one or more limited partners.
34-14 [8.] 9. “Partner” means a limited or general partner.
34-15 [9.] 10. “Partnership agreement” means any valid agreement,
34-16 written or oral, of the partners as to the affairs of a limited
34-17 partnership and the conduct of its business.
34-18 [10.] 11. “Partnership interest” means a partner’s share of the
34-19 profits and losses of a limited partnership and the right to receive
34-20 distributions of partnership assets.
34-21 [11.] 12. “Registered limited-liability limited partnership”
34-22 means a limited partnership:
34-23 (a) Formed pursuant to an agreement governed by this
34-24 chapter; and
34-25 (b) Registered pursuant to and complying with NRS 88.350 to
34-26 88.415, inclusive, and sections 43, 44 and 45 of this act.
34-27 13. “Registered office” means the office maintained at the
34-28 street address of the resident agent.
34-29 [12.] 14. “Resident agent” means the agent appointed by the
34-30 limited partnership upon whom process or a notice or demand
34-31 authorized by law to be served upon the limited partnership may be
34-32 served.
34-33 [13.] 15. “Sign” means to affix a signature to a document.
34-34 [14.] 16. “Signature” means a name, word or mark executed or
34-35 adopted by a person with the present intention to authenticate a
34-36 document. The term includes, without limitation, an electronic
34-37 signature as defined in NRS 719.100.
34-38 [15.] 17. “State” means a state, territory or possession of the
34-39 United States, the District of Columbia or the Commonwealth of
34-40 Puerto Rico.
34-41 [16.] 18. “Street address” of a resident agent means the actual
34-42 physical location in this state at which a resident is available for
34-43 service of process.
35-1 Sec. 52. NRS 88.320 is hereby amended to read as follows:
35-2 88.320 1. [The] Except as otherwise provided in section 44
35-3 of this act, the name proposed for a limited partnership as set forth
35-4 in its certificate of limited partnership:
35-5 (a) Must contain the words “limited partnership,” or the
35-6 abbreviation “LP” or “L.P.” ;
35-7 (b) May not contain the name of a limited partner unless:
35-8 (1) It is also the name of a general partner or the corporate
35-9 name of a corporate general partner; or
35-10 (2) The business of the limited partnership had been carried
35-11 on under that name before the admission of that limited partner; and
35-12 (c) Must be distinguishable on the records of the Secretary of
35-13 State from the names of all other artificial persons formed,
35-14 organized, registered or qualified pursuant to the provisions of this
35-15 title that are on file in the Office of the Secretary of State and all
35-16 names that are reserved in the Office of the Secretary of State
35-17 pursuant to the provisions of this title. If the name on the certificate
35-18 of limited partnership submitted to the Secretary of State is not
35-19 distinguishable from any name on file or reserved name, the
35-20 Secretary of State shall return the certificate to the filer, unless
35-21 the written, acknowledged consent to the use of the same or the
35-22 requested similar name of the holder of the name on file or reserved
35-23 name accompanies the certificate of limited partnership.
35-24 2. For the purposes of this section, a proposed name is not
35-25 distinguished from a name on file or reserved name solely because
35-26 one or the other contains distinctive lettering, a distinctive mark, a
35-27 trademark or a trade name, or any combination of these.
35-28 3. The name of a limited partnership whose right to transact
35-29 business has been forfeited, which has merged and is not the
35-30 surviving entity or whose existence has otherwise terminated is
35-31 available for use by any other artificial person.
35-32 4. The Secretary of State may adopt regulations that interpret
35-33 the requirements of this section.
35-34 Sec. 53. NRS 88.331 is hereby amended to read as follows:
35-35 88.331 1. If a limited partnership created pursuant to this
35-36 chapter desires to change its resident agent, the change may be
35-37 effected by filing with the Secretary of State a certificate of change
35-38 [,] of resident agent, signed by a general partner, which sets forth:
35-39 (a) The name of the limited partnership;
35-40 (b) The name and street address of its present resident agent; and
35-41 (c) The name and street address of the new resident agent.
35-42 2. The new resident agent’s certificate of acceptance must be a
35-43 part of or attached to the certificate of change [.
35-44 3. The] of resident agent.
36-1 3. If the name of a resident agent is changed as a result of a
36-2 merger, conversion, exchange, sale, reorganization or
36-3 amendment, the resident agent shall:
36-4 (a) File with the Secretary of State a certificate of name
36-5 change of resident agent that includes:
36-6 (1) The current name of the resident agent as filed with the
36-7 Secretary of State;
36-8 (2) The new name of the resident agent; and
36-9 (3) The name and file number of each artificial person
36-10 formed, organized, registered or qualified pursuant to the
36-11 provisions of this title that the resident agent represents; and
36-12 (b) Pay to the Secretary of State a filing fee of $100.
36-13 4. A change authorized by this section becomes effective upon
36-14 the filing of the proper certificate of change.
36-15 Sec. 53.5. NRS 88.332 is hereby amended to read as follows:
36-16 88.332 1. [Any person who has been designated by a limited
36-17 partnership as its] A resident agent [and who thereafter] who desires
36-18 to resign shall [file] :
36-19 (a) File with the Secretary of State a signed statement in the
36-20 manner provided pursuant to subsection 1 of NRS 78.097 that he is
36-21 unwilling to continue to act as the resident agent of the limited
36-22 partnership [.] for the service of process; and
36-23 (b) Pay to the Secretary of State the filing fee set forth in
36-24 subsection 1 of NRS 78.097.
36-25 A resignation is not effective until the signed statement is filed with
36-26 the Secretary of State.
36-27 2. The statement of resignation may contain a statement by the
36-28 affected limited partnership appointing a successor resident agent
36-29 for the limited partnership. A certificate of acceptance executed by
36-30 the new agent, stating the full name, complete street address and, if
36-31 different from the street address, mailing address of the new agent,
36-32 must accompany the statement appointing the new agent.
36-33 [2.] 3. Upon the filing of the statement with the Secretary of
36-34 State , the capacity of the person as resident agent terminates. If the
36-35 statement of resignation does not contain a statement by the limited
36-36 partnership appointing a successor resident agent, the resigning
36-37 agent shall immediately give written notice, by mail, to the limited
36-38 partnership of the filing of the statement and the effect thereof. The
36-39 notice must be addressed to a general partner of the partnership
36-40 other than the resident agent.
36-41 [3.] 4. If a designated resident agent dies, resigns or removes
36-42 from the State, the limited partnership, within 30 days thereafter,
36-43 shall file with the Secretary of State a certificate of acceptance,
36-44 executed by the new resident agent. The certificate must set forth
36-45 the full name, complete street address and, if different from the
37-1 street address, mailing address of the newly designated resident
37-2 agent.
37-3 [4.] 5. Each limited partnership which fails to file a certificate
37-4 of acceptance executed by the new resident agent within 30 days
37-5 after the death, resignation or removal of its resident agent as
37-6 provided in subsection [3] 4 shall be deemed in default and is
37-7 subject to the provisions of NRS 88.400 and 88.405.
37-8 Sec. 54. NRS 88.335 is hereby amended to read as follows:
37-9 88.335 1. A limited partnership shall keep at the office
37-10 referred to in paragraph (a) of subsection 1 of NRS 88.330 the
37-11 following:
37-12 (a) A current list of the full name and last known business
37-13 address of each partner , separately identifying the general partners
37-14 in alphabetical order and the limited partners in alphabetical order;
37-15 (b) A copy of the certificate of limited partnership and all
37-16 certificates of amendment thereto, together with executed copies of
37-17 any powers of attorney pursuant to which any certificate has been
37-18 executed;
37-19 (c) Copies of the limited partnership’s federal, state, and local
37-20 income tax returns and reports, if any, for the 3 most recent years;
37-21 (d) Copies of any then effective written partnership agreements
37-22 [and] ;
37-23 (e) Copies of any financial statements of the limited partnership
37-24 for the 3 most recent years; and
37-25 [(e)] (f) Unless contained in a written partnership agreement, a
37-26 writing setting out:
37-27 (1) The amount of cash and a description and statement of
37-28 the agreed value of the other property or services contributed by
37-29 each partner and which each partner has agreed to contribute;
37-30 (2) The times at which or events on the happening of which
37-31 any additional contributions agreed to be made by each partner are
37-32 to be made;
37-33 (3) Any right of a partner to receive, or of a general partner
37-34 to make, distributions to a partner which include a return of all or
37-35 any part of the partner’s contribution; and
37-36 (4) Any events upon the happening of which the limited
37-37 partnership is to be dissolved and its affairs wound up.
37-38 2. In lieu of keeping at an office in this state the information
37-39 required in paragraphs (a), (c), (e) and (f) of subsection 1, the
37-40 limited partnership may keep a statement with the resident agent
37-41 setting out the name of the custodian of the information required
37-42 in paragraphs (a), (c), (e) and (f) of subsection 1, and the present
37-43 and complete post office address, including street and number, if
37-44 any, where the information required in paragraphs (a), (c), (e) and
37-45 (f) of subsection 1 is kept.
38-1 3. Records kept pursuant to this section are subject to
38-2 inspection and copying at the reasonable request, and at the expense,
38-3 of any partner during ordinary business hours.
38-4 Sec. 55. NRS 88.339 is hereby amended to read as follows:
38-5 88.339 1. A limited partnership may correct a document filed
38-6 by the Secretary of State with respect to the limited partnership if
38-7 the document contains an inaccurate record of a partnership action
38-8 described in the document or was defectively executed, attested,
38-9 sealed, verified or acknowledged.
38-10 2. To correct a document, the limited partnership must:
38-11 (a) Prepare a certificate of correction that:
38-12 (1) States the name of the limited partnership;
38-13 (2) Describes the document, including, without limitation, its
38-14 filing date;
38-15 (3) Specifies the inaccuracy or defect;
38-16 (4) Sets forth the inaccurate or defective portion of the
38-17 document in an accurate or corrected form; and
38-18 (5) Is signed by a general partner of the limited partnership.
38-19 (b) Deliver the certificate to the Secretary of State for filing.
38-20 (c) Pay a filing fee of [$150] $175 to the Secretary of State.
38-21 3. A certificate of correction is effective on the effective date
38-22 of the document it corrects except as to persons relying on the
38-23 uncorrected document and adversely affected by the correction. As
38-24 to those persons, the certificate is effective when filed.
38-25 Sec. 56. NRS 88.350 is hereby amended to read as follows:
38-26 88.350 1. In order to form a limited partnership, a certificate
38-27 of limited partnership must be executed and filed in the Office of the
38-28 Secretary of State. The certificate must set forth:
38-29 (a) The name of the limited partnership;
38-30 (b) The address of the office which contains records and the
38-31 name and address of the resident agent required to be maintained by
38-32 NRS 88.330;
38-33 (c) The name and [the] business address of each [general
38-34 partner;] organizer executing the certificate;
38-35 (d) The name and business address of each initial general
38-36 partner;
38-37 (e) The latest date upon which the limited partnership is to
38-38 dissolve; and
38-39 [(e)] (f) Any other matters the [general partners] organizers
38-40 determine to include therein.
38-41 2. A certificate of acceptance of appointment of a resident
38-42 agent, executed by the agent, must be filed with the certificate of
38-43 limited partnership.
38-44 3. A limited partnership is formed at the time of the filing of
38-45 the certificate of limited partnership and the certificate of acceptance
39-1 in the Office of the Secretary of State or at any later time specified
39-2 in the certificate of limited partnership if, in either case, there has
39-3 been substantial compliance with the requirements of this section.
39-4 Sec. 57. NRS 88.395 is hereby amended to read as follows:
39-5 88.395 1. A limited partnership shall, on or before the first
39-6 day of the second month after the filing of its certificate of limited
39-7 partnership with the Secretary of State, and annually thereafter on or
39-8 before the last day of the month in which the anniversary date of the
39-9 filing of its certificate of limited partnership occurs, file with the
39-10 Secretary of State, on a form furnished by him, a list that contains:
39-11 (a) The name of the limited partnership;
39-12 (b) The file number of the limited partnership, if known;
39-13 (c) The names of all of its general partners;
39-14 (d) The mailing or street address, either residence or business, of
39-15 each general partner;
39-16 (e) The name and street address of the lawfully designated
39-17 resident agent of the limited partnership; and
39-18 (f) The signature of a general partner of the limited partnership
39-19 certifying that the list is true, complete and accurate.
39-20 Each list filed pursuant to this subsection must be accompanied by a
39-21 declaration under penalty of perjury that the limited partnership has
39-22 complied with the provisions of chapter 364A of NRS.
39-23 2. [Upon] Except as otherwise provided in subsection 3, a
39-24 limited partnership shall, upon filing:
39-25 (a) The initial list required by subsection 1, [the limited
39-26 partnership shall] pay to the Secretary of State a fee of [$165.] $125.
39-27 (b) Each annual list required by subsection 1, [the limited
39-28 partnership shall] pay to the Secretary of State a fee of [$85.] $125.
39-29 3. A registered limited-liability limited partnership shall,
39-30 upon filing:
39-31 (a) The initial list required by subsection 1, pay to the
39-32 Secretary of State a fee of $125.
39-33 (b) Each annual list required by subsection 1, pay to the
39-34 Secretary of State a fee of $175.
39-35 4. If a general partner of a limited partnership resigns and
39-36 the resignation is not made in conjunction with the filing of an
39-37 annual or amended list of general partners, the limited
39-38 partnership shall pay to the Secretary of State a fee of $75 to file
39-39 the resignation of the general partner.
39-40 5. The Secretary of State shall, 60 days before the last day for
39-41 filing each annual list required by subsection 1, cause to be mailed
39-42 to each limited partnership required to comply with the provisions
39-43 of this section which has not become delinquent a notice of the fee
39-44 due pursuant to the provisions of subsection 2 or 3, as appropriate,
39-45 and a reminder to file the annual list. Failure of any limited
40-1 partnership to receive a notice or form does not excuse it from the
40-2 penalty imposed by NRS 88.400.
40-3 [4.] 6. If the list to be filed pursuant to the provisions of
40-4 subsection 1 is defective or the fee required by subsection 2 or 3 is
40-5 not paid, the Secretary of State may return the list for correction or
40-6 payment.
40-7 [5.] 7. An annual list for a limited partnership not in default
40-8 that is received by the Secretary of State more than 60 days before
40-9 its due date shall be deemed an amended list for the previous year
40-10 and does not satisfy the requirements of subsection 1 for the year to
40-11 which the due date is applicable.
40-12 [6.] 8. A filing made pursuant to this section does not satisfy
40-13 the provisions of NRS 88.355 and may not be substituted for filings
40-14 submitted pursuant to NRS 88.355.
40-15 Sec. 58. NRS 88.400 is hereby amended to read as follows:
40-16 88.400 1. If a limited partnership has filed the list in
40-17 compliance with NRS 88.395 and has paid the appropriate fee for
40-18 the filing, the cancelled check received by the limited partnership
40-19 constitutes a certificate authorizing it to transact its business within
40-20 this state until the anniversary date of the filing of its certificate of
40-21 limited partnership in the next succeeding calendar year. If the
40-22 limited partnership desires a formal certificate upon its payment of
40-23 the annual fee, its payment must be accompanied by a self-
40-24 addressed, stamped envelope.
40-25 2. Each limited partnership which refuses or neglects to file the
40-26 list and pay the fee within the time provided is in default.
40-27 3. For default there must be added to the amount of the fee a
40-28 penalty of [$50,] $75, and unless the filings are made and the fee
40-29 and penalty are paid on or before the first day of the first
40-30 anniversary of the month following the month in which filing was
40-31 required, the defaulting limited partnership, by reason of its default,
40-32 forfeits its right to transact any business within this state.
40-33 Sec. 59. NRS 88.410 is hereby amended to read as follows:
40-34 88.410 1. Except as otherwise provided in subsections 3 and
40-35 4, the Secretary of State [may:
40-36 (a) Reinstate] shall reinstate any limited partnership which has
40-37 forfeited its right to transact business[; and
40-38 (b) Restore] under the provisions of this chapter and restore to
40-39 the limited partnership its right to carry on business in this state, and
40-40 to exercise its privileges and immunities[,
40-41 upon the filing] if it:
40-42 (a) Files with the Secretary of State [of the] :
40-43 (1) The list required pursuant to NRS 88.395[, and upon
40-44 payment] ; and
41-1 (2) A certificate of acceptance of appointment signed by the
41-2 resident agent; and
41-3 (b) Pays to the Secretary of State [of the] :
41-4 (1) The filing fee and penalty set forth in NRS 88.395 and
41-5 88.400 for each year or portion thereof during which the certificate
41-6 has been revoked[, and a] ; and
41-7 (2) A fee of [$200] $300 for reinstatement.
41-8 2. When payment is made and the Secretary of State reinstates
41-9 the limited partnership to its former rights, he shall:
41-10 (a) Immediately issue and deliver to the limited partnership a
41-11 certificate of reinstatement authorizing it to transact business as if
41-12 the filing fee had been paid when due; and
41-13 (b) Upon demand, issue to the limited partnership one or more
41-14 certified copies of the certificate of reinstatement.
41-15 3. The Secretary of State shall not order a reinstatement unless
41-16 all delinquent fees and penalties have been paid, and the revocation
41-17 occurred only by reason of failure to pay the fees and penalties.
41-18 4. If a limited partnership’s certificate has been revoked
41-19 pursuant to the provisions of this chapter and has remained revoked
41-20 for a period of 5 years, the certificate must not be reinstated.
41-21 Sec. 60. NRS 88.415 is hereby amended to read as follows:
41-22 88.415 The Secretary of State, for services relating to his
41-23 official duties and the records of his office, shall charge and collect
41-24 the following fees:
41-25 1. For filing a certificate of limited partnership, or for
41-26 registering a foreign limited partnership, [$175.] $75.
41-27 2. For filing a certificate of registration of limited-liability
41-28 limited partnership, or for registering a foreign registered limited-
41-29 liability limited partnership, $100.
41-30 3. For filing a certificate of amendment of limited partnership
41-31 or restated certificate of limited partnership, [$150.
41-32 3.] $175.
41-33 4. For filing a certificate of a change of location of the records
41-34 office of a limited partnership or the office of its resident agent, or a
41-35 designation of a new resident agent, [$30.
41-36 4.] $60.
41-37 5. For certifying a certificate of limited partnership, an
41-38 amendment to the certificate, or a certificate as amended where a
41-39 copy is provided, [$20] $30 per certification.
41-40 [5.] 6. For certifying an authorized printed copy of the limited
41-41 partnership law, [$20.
41-42 6.] $30.
41-43 7. For reserving a limited partnership name, or for executing,
41-44 filing or certifying any other document, [$20.
41-45 7.] $25.
42-1 8. For copies made at the Office of the Secretary of State, [$1]
42-2 $2 per page.
42-3 [8.] 9. For filing a certificate of cancellation of a limited
42-4 partnership, [$60.] $75.
42-5 Except as otherwise provided in this section, the fees set forth in
42-6 NRS 78.785 apply to this chapter.
42-7 Sec. 61. NRS 88.535 is hereby amended to read as follows:
42-8 88.535 1. On application to a court of competent jurisdiction
42-9 by any judgment creditor of a partner, the court may charge the
42-10 partnership interest of the partner with payment of the unsatisfied
42-11 amount of the judgment with interest. To the extent so charged, the
42-12 judgment creditor has only the rights of an assignee of the
42-13 partnership interest.
42-14 2. [The court may appoint a receiver of the share of the
42-15 distributions due or to become due to the judgment debtor in respect
42-16 of the partnership. The receiver has only the rights of an assignee.
42-17 The court may make all other orders, directions, accounts and
42-18 inquiries that the judgment debtor might have made or which the
42-19 circumstances of the case may require.
42-20 3. A charging order constitutes a lien on the partnership
42-21 interest of the judgment debtor. The court may order a foreclosure
42-22 of the partnership interest subject to the charging order at any time.
42-23 The purchaser at the foreclosure sale has only the rights of an
42-24 assignee.
42-25 4. Unless otherwise provided in the articles of organization or
42-26 operating agreement, at any time before foreclosure, a partnership
42-27 interest charged may be redeemed:
42-28 (a) By the judgment debtor;
42-29 (b) With property other than property of the limited partnership,
42-30 by one or more of the other partners; or
42-31 (c) By the limited partnership with the consent of all of the
42-32 partners whose interests are not so charged.
42-33 5.] This section [provides] :
42-34 (a) Provides the exclusive remedy by which a judgment creditor
42-35 of a partner or an assignee of a partner may satisfy a judgment out
42-36 of the partnership interest of the judgment debtor.
42-37 [6. No creditor of a partner has any right to obtain possession
42-38 of, or otherwise exercise legal or equitable remedies with respect to,
42-39 the property of the limited partnership.
42-40 7. This section does]
42-41 (b) Does not deprive any partner of the benefit of any exemption
42-42 laws applicable to his partnership interest.
42-43 Sec. 62. NRS 88.585 is hereby amended to read as follows:
42-44 88.585 [A] Except as otherwise provided in section 50 of this
42-45 act, a foreign limited partnership may register with the Secretary of
43-1 State under any name, whether or not it is the name under which it is
43-2 registered in its state of organization, that includes without
43-3 abbreviation the words “limited partnership” and that could be
43-4 registered by a domestic limited partnership.
43-5 Sec. 62.5. NRS 88A.530 is hereby amended to read as
43-6 follows:
43-7 88A.530 1. A resident agent who desires to resign shall [file]
43-8 :
43-9 (a) File with the Secretary of State a signed statement [for each
43-10 business trust for which] in the manner provided pursuant to
43-11 subsection 1 of NRS 78.097 that he is unwilling to continue to act
43-12 [.] as the resident agent of the business trust for the service of
43-13 process; and
43-14 (b) Pay to the Secretary of State the filing fee set forth in
43-15 subsection 1 of NRS 78.097.
43-16 A resignation is not effective until the signed statement is [so filed.]
43-17 filed with the Secretary of State.
43-18 2. The statement of resignation may contain a statement of the
43-19 affected business trust appointing a successor resident agent. A
43-20 certificate of acceptance executed by the new resident agent, stating
43-21 the full name, complete street address and, if different from the
43-22 street address, mailing address of the new resident agent, must
43-23 accompany the statement appointing a successor resident agent.
43-24 3. Upon the filing of the statement of resignation with the
43-25 Secretary of State, the capacity of the resigning person as resident
43-26 agent terminates. If the statement of resignation contains no
43-27 statement by the business trust appointing a successor resident
43-28 agent, the resigning agent shall immediately give written notice, by
43-29 mail, to the business trust of the filing of the statement of
43-30 resignation and its effect. The notice must be addressed to a trustee
43-31 of the business trust other than the resident agent.
43-32 4. If its resident agent dies, resigns or removes from the State,
43-33 a business trust, within 30 days thereafter, shall file with the
43-34 Secretary of State a certificate of acceptance executed by a new
43-35 resident agent. The certificate must set forth the full name and
43-36 complete street address of the new resident agent, and may contain a
43-37 mailing address, such as a post office box, different from the street
43-38 address.
43-39 5. A business trust that fails to file a certificate of acceptance
43-40 executed by its new resident agent within 30 days after the death,
43-41 resignation or removal of its former resident agent shall be deemed
43-42 in default and is subject to the provisions of NRS 88A.630 to
43-43 88A.660, inclusive.
44-1 Sec. 63. NRS 88A.540 is hereby amended to read as follows:
44-2 88A.540 1. If a business trust formed pursuant to this chapter
44-3 desires to change its resident agent, the change may be effected by
44-4 filing with the Secretary of State a certificate of change [,] of
44-5 resident agent, signed by at least one trustee of the business trust,
44-6 setting forth:
44-7 (a) The name of the business trust;
44-8 (b) The name and street address of the present resident agent;
44-9 and
44-10 (c) The name and street address of the new resident agent.
44-11 2. A certificate of acceptance executed by the new resident
44-12 agent must be a part of or attached to the certificate of change [.
44-13 3. The] of resident agent.
44-14 3. If the name of a resident agent is changed as a result of a
44-15 merger, conversion, exchange, sale, reorganization or
44-16 amendment, the resident agent shall:
44-17 (a) File with the Secretary of State a certificate of name
44-18 change of resident agent that includes:
44-19 (1) The current name of the resident agent as filed with the
44-20 Secretary of State;
44-21 (2) The new name of the resident agent; and
44-22 (3) The name and file number of each artificial person
44-23 formed, organized, registered or qualified pursuant to the
44-24 provisions of this title that the resident agent represents; and
44-25 (b) Pay to the Secretary of State a filing fee of $100.
44-26 4. A change authorized by this section becomes effective upon
44-27 the filing of the proper certificate of change.
44-28 Sec. 64. NRS 88A.600 is hereby amended to read as follows:
44-29 88A.600 1. A business trust formed pursuant to this chapter
44-30 shall, on or before the first day of the second month after the filing
44-31 of its certificate of trust with the Secretary of State, and annually
44-32 thereafter on or before the last day of the month in which the
44-33 anniversary date of the filing of its certificate of trust with the
44-34 Secretary of State occurs, file with the Secretary of State, on a form
44-35 furnished by him, a list signed by at least one trustee that contains
44-36 the name and mailing address of its lawfully designated resident
44-37 agent and at least one trustee. Each list filed pursuant to this
44-38 subsection must be accompanied by a declaration under penalty of
44-39 perjury that the business trust has complied with the provisions of
44-40 chapter 364A of NRS.
44-41 2. Upon filing:
44-42 (a) The initial list required by subsection 1, the business trust
44-43 shall pay to the Secretary of State a fee of [$165.] $125.
44-44 (b) Each annual list required by subsection 1, the business trust
44-45 shall pay to the Secretary of State a fee of [$85.] $125.
45-1 3. If a trustee of a business trust resigns and the resignation
45-2 is not made in conjunction with the filing of an annual or
45-3 amended list of trustees, the business trust shall pay to the
45-4 Secretary of State a fee of $75 to file the resignation of the trustee.
45-5 4. The Secretary of State shall, 60 days before the last day for
45-6 filing each annual list required by subsection 1, cause to be mailed
45-7 to each business trust which is required to comply with the
45-8 provisions of NRS 88A.600 to 88A.660, inclusive, and which has
45-9 not become delinquent, the blank forms to be completed and filed
45-10 with him. Failure of a business trust to receive the forms does not
45-11 excuse it from the penalty imposed by law.
45-12 [4.] 5. An annual list for a business trust not in default which is
45-13 received by the Secretary of State more than 60 days before its due
45-14 date shall be deemed an amended list for the previous year.
45-15 Sec. 65. NRS 88A.630 is hereby amended to read as follows:
45-16 88A.630 1. Each business trust required to file the list and
45-17 pay the fee prescribed in NRS 88A.600 to 88A.660, inclusive,
45-18 which refuses or neglects to do so within the time provided shall be
45-19 deemed in default.
45-20 2. For default, there must be added to the amount of the fee a
45-21 penalty of [$50.] $75. The fee and penalty must be collected as
45-22 provided in this chapter.
45-23 Sec. 66. NRS 88A.650 is hereby amended to read as follows:
45-24 88A.650 1. Except as otherwise provided in subsection 3, the
45-25 Secretary of State shall reinstate a business trust which has forfeited
45-26 its right to transact business pursuant to the provisions of this
45-27 chapter and restore to the business trust its right to carry on business
45-28 in this state, and to exercise its privileges and immunities, if it:
45-29 (a) Files with the Secretary of State [the] :
45-30 (1) The list required by NRS 88A.600; and
45-31 (2) A certificate of acceptance of appointment signed by its
45-32 resident agent; and
45-33 (b) Pays to the Secretary of State:
45-34 (1) The filing fee and penalty set forth in NRS 88A.600 and
45-35 88A.630 for each year or portion thereof during which its certificate
45-36 of trust was revoked; and
45-37 (2) A fee of [$200] $300 for reinstatement.
45-38 2. When the Secretary of State reinstates the business trust, he
45-39 shall:
45-40 (a) Immediately issue and deliver to the business trust a
45-41 certificate of reinstatement authorizing it to transact business as if
45-42 the filing fee had been paid when due; and
45-43 (b) Upon demand, issue to the business trust one or more
45-44 certified copies of the certificate of reinstatement.
46-1 3. The Secretary of State shall not order a reinstatement unless
46-2 all delinquent fees and penalties have been paid, and the revocation
46-3 of the certificate of trust occurred only by reason of the failure to
46-4 file the list or pay the fees and penalties.
46-5 Sec. 67. NRS 88A.900 is hereby amended to read as follows:
46-6 88A.900 The Secretary of State shall charge and collect the
46-7 following fees for:
46-8 1. Filing an original certificate of trust, or for registering a
46-9 foreign business trust, [$175.] $75.
46-10 2. Filing an amendment or restatement, or a combination
46-11 thereof, to a certificate of trust, [$150.] $175.
46-12 3. Filing a certificate of cancellation, [$175.] $75.
46-13 4. Certifying a copy of a certificate of trust or an amendment or
46-14 restatement, or a combination thereof, [$20] $30 per certification.
46-15 5. Certifying an authorized printed copy of this chapter, [$20.]
46-16 $30.
46-17 6. Reserving a name for a business trust, [$20.] $25.
46-18 7. Executing a certificate of existence of a business trust which
46-19 does not list the previous documents relating to it, or a certificate of
46-20 change in the name of a business trust, [$40.] $50.
46-21 8. Executing a certificate of existence of a business trust which
46-22 lists the previous documents relating to it, [$40.
46-23 9. Filing a statement of change of address of the registered
46-24 office for each business trust, $30.
46-25 10.] $50.
46-26 9. Filing a statement of change of the [registered agent, $30.
46-27 11.] resident agent, $60.
46-28 10. Executing, certifying or filing any certificate or document
46-29 not otherwise provided for in this section, [$40.
46-30 12.] $50.
46-31 11. Examining and provisionally approving a document before
46-32 the document is presented for filing, [$100.
46-33 13.] $125.
46-34 12. Copying a document on file with him, for each page, [$1.]
46-35 $2.
46-36 Sec. 68. NRS 88A.930 is hereby amended to read as follows:
46-37 88A.930 1. A business trust may correct a document filed by
46-38 the Secretary of State with respect to the business trust if the
46-39 document contains an inaccurate record of a trust action described in
46-40 the document or was defectively executed, attested, sealed, verified
46-41 or acknowledged.
46-42 2. To correct a document, the business trust must:
46-43 (a) Prepare a certificate of correction that:
46-44 (1) States the name of the business trust;
47-1 (2) Describes the document, including, without limitation, its
47-2 filing date;
47-3 (3) Specifies the inaccuracy or defect;
47-4 (4) Sets forth the inaccurate or defective portion of the
47-5 document in an accurate or corrected form; and
47-6 (5) Is signed by a trustee of the business trust.
47-7 (b) Deliver the certificate to the Secretary of State for filing.
47-8 (c) Pay a filing fee of [$150] $175 to the Secretary of State.
47-9 3. A certificate of correction is effective on the effective date
47-10 of the document it corrects except as to persons relying on the
47-11 uncorrected document and adversely affected by the correction. As
47-12 to those persons, the certificate is effective when filed.
47-13 Sec. 69. NRS 89.210 is hereby amended to read as follows:
47-14 89.210 1. Within 30 days after the organization of a
47-15 professional association under this chapter, the association shall file
47-16 with the Secretary of State a copy of the articles of association, duly
47-17 executed, and shall pay at that time a filing fee of [$175.Any such
47-18 association formed as a common-law association before July 1,
47-19 1969, shall file, within 30 days after July 1, 1969, a certified copy of
47-20 its articles of association, with any amendments thereto, with the
47-21 Secretary of State, and shall pay at that time a filing fee of $25.]
47-22 $75. A copy of any amendments to the articles of association
47-23 [adopted after July 1, 1969,] must also be filed with the Secretary of
47-24 State within 30 days after the adoption of such amendments. Each
47-25 copy of amendments so filed must be certified as true and correct
47-26 and be accompanied by a filing fee of [$150.] $175.
47-27 2. The name of such a professional association must contain
47-28 the words “Professional Association,” “Professional Organization”
47-29 or the abbreviations “Prof. Ass’n” or “Prof. Org.” The association
47-30 may render professional services and exercise its authorized powers
47-31 under a fictitious name if the association has first registered the
47-32 name in the manner required under chapter 602 of NRS.
47-33 Sec. 70. NRS 89.250 is hereby amended to read as follows:
47-34 89.250 1. Except as otherwise provided in subsection 2, a
47-35 professional association shall, on or before the first day of the
47-36 second month after the filing of its articles of association with the
47-37 Secretary of State, and annually thereafter on or before the last day
47-38 of the month in which the anniversary date of its organization occurs
47-39 in each year, furnish a statement to the Secretary of State showing
47-40 the names and residence addresses of all members and employees in
47-41 the association and certifying that all members and employees are
47-42 licensed to render professional service in this state.
47-43 2. A professional association organized and practicing pursuant
47-44 to the provisions of this chapter and NRS 623.349 shall, on or
47-45 before the first day of the second month after the filing of its articles
48-1 of association with the Secretary of State, and annually thereafter on
48-2 or before the last day of the month in which the anniversary date of
48-3 its organization occurs in each year, furnish a statement to the
48-4 Secretary of State:
48-5 (a) Showing the names and residence addresses of all members
48-6 and employees of the association who are licensed or otherwise
48-7 authorized by law to render professional service in this state;
48-8 (b) Certifying that all members and employees who render
48-9 professional service are licensed or otherwise authorized by law to
48-10 render professional service in this state; and
48-11 (c) Certifying that all members who are not licensed to render
48-12 professional service in this state do not render professional service
48-13 on behalf of the association except as authorized by law.
48-14 3. Each statement filed pursuant to this section must be:
48-15 (a) Made on a form prescribed by the Secretary of State and
48-16 must not contain any fiscal or other information except that
48-17 expressly called for by this section.
48-18 (b) Signed by the chief executive officer of the association.
48-19 (c) Accompanied by a declaration under penalty of perjury that
48-20 the professional association has complied with the provisions of
48-21 chapter 364A of NRS.
48-22 4. Upon filing:
48-23 (a) The initial statement required by this section, the association
48-24 shall pay to the Secretary of State a fee of [$165.] $125.
48-25 (b) Each annual statement required by this section, the
48-26 association shall pay to the Secretary of State a fee of [$85.] $125.
48-27 5. As used in this section, “signed” means to have executed or
48-28 adopted a name, word or mark, including, without limitation, an
48-29 electronic signature as defined in NRS 719.100, with the present
48-30 intention to authenticate a document.
48-31 Sec. 71. NRS 89.252 is hereby amended to read as follows:
48-32 89.252 1. Each professional association that is required to
48-33 make a filing and pay the fee prescribed in NRS 89.250 but refuses
48-34 to do so within the time provided is in default.
48-35 2. For default, there must be added to the amount of the fee a
48-36 penalty of [$50.] $75. The fee and penalty must be collected as
48-37 provided in this chapter.
48-38 Sec. 72. NRS 89.256 is hereby amended to read as follows:
48-39 89.256 1. Except as otherwise provided in subsections 3 and
48-40 4, the Secretary of State shall reinstate any professional association
48-41 which has forfeited its right to transact business under the provisions
48-42 of this chapter and restore the right to carry on business in this state
48-43 and exercise its privileges and immunities if it:
48-44 (a) Files with the Secretary of State [the] :
49-1 (1) The statement and certification required by NRS 89.250;
49-2 and
49-3 (2) A certificate of acceptance of appointment signed by its
49-4 resident agent; and
49-5 (b) Pays to the Secretary of State:
49-6 (1) The filing fee and penalty set forth in NRS 89.250 and
49-7 89.252 for each year or portion thereof during which the articles of
49-8 association have been revoked; and
49-9 (2) A fee of [$200] $300 for reinstatement.
49-10 2. When the Secretary of State reinstates the association to its
49-11 former rights, he shall:
49-12 (a) Immediately issue and deliver to the association a certificate
49-13 of reinstatement authorizing it to transact business, as if the fees had
49-14 been paid when due; and
49-15 (b) Upon demand, issue to the association a certified copy of the
49-16 certificate of reinstatement.
49-17 3. The Secretary of State shall not order a reinstatement unless
49-18 all delinquent fees and penalties have been paid, and the revocation
49-19 of the [association’s] articles of association occurred only by reason
49-20 of [its] the failure to pay the fees and penalties.
49-21 4. If the articles of association of a professional association
49-22 have been revoked pursuant to the provisions of this chapter and
49-23 have remained revoked for 10 consecutive years, the articles must
49-24 not be reinstated.
49-25 Sec. 72.3. Chapter 90 of NRS is hereby amended by adding
49-26 thereto a new section to read as follows:
49-27 In any investigation, proceeding or prosecution with respect to
49-28 any violation of a provision of this chapter, a regulation adopted
49-29 pursuant to this chapter, an order denying, suspending or
49-30 revoking the effectiveness of registration or an order to cease and
49-31 desist issued by the Administrator, a person shall not willfully:
49-32 1. Offer or procure to be offered into evidence, as genuine,
49-33 any book, paper, document or record if the person knows that the
49-34 book, paper, document or record has been forged or fraudulently
49-35 altered; or
49-36 2. Destroy, alter, erase, obliterate or conceal, or cause to be
49-37 destroyed, altered, erased, obliterated or concealed, any book,
49-38 paper, document or record, including, without limitation, any
49-39 electronic record, with the intent to:
49-40 (a) Conceal any violation of any provision of this chapter, a
49-41 regulation adopted pursuant to this chapter, an order denying,
49-42 suspending or revoking the effectiveness of registration or an
49-43 order to cease and desist issued by the Administrator;
49-44 (b) Protect or conceal the identity of any person who has
49-45 violated any provision of this chapter, a regulation adopted
50-1 pursuant to this chapter, an order denying, suspending or
50-2 revoking the effectiveness of registration or an order to cease and
50-3 desist issued by the Administrator; or
50-4 (c) Delay or hinder the investigation or prosecution of any
50-5 person for any violation of any provision of this chapter, a
50-6 regulation adopted pursuant to this chapter, an order denying,
50-7 suspending or revoking the effectiveness of registration or an
50-8 order to cease and desist issued by the Administrator.
50-9 Sec. 72.5. NRS 90.650 is hereby amended to read as follows:
50-10 90.650 1. A person who willfully violates:
50-11 (a) A provision of this chapter, except NRS 90.600, or who
50-12 violates NRS 90.600 knowing that the statement made is false or
50-13 misleading in any material respect;
50-14 (b) A regulation adopted pursuant to this chapter; or
50-15 (c) An order denying, suspending or revoking the effectiveness
50-16 of registration or an order to cease and desist issued by the
50-17 Administrator pursuant to thischapter,
50-18 is guilty of a category [C] B felony and shall be punished [as
50-19 provided in NRS 193.130,] by imprisonment in the state prison for
50-20 a minimum term of not less than 1 year and a maximum term of
50-21 not more than 20 years, or by a fine of not more than [$100,000,]
50-22 $500,000, or by both fine and [the punishment provided in NRS
50-23 193.130,] imprisonment, for each violation. In addition to any other
50-24 penalty, the court shall order the person to pay restitution.
50-25 2. A person convicted of violating a regulation or order under
50-26 this chapter may be fined, but must not be imprisoned, if the person
50-27 proves lack of knowledge of the regulation or order.
50-28 3. This chapter does not limit the power of the State to punish a
50-29 person for conduct which constitutes a crime under other law.
50-30 Sec. 72.7. NRS 90.670 is hereby amended to read as follows:
50-31 90.670 A person may not sue under NRS 90.660 unless suit is
50-32 brought within the earliest of [1 year] 2 years after the discovery of
50-33 the violation, [1 year] 2 years after discovery should have been
50-34 made by the exercise of reasonable care, or 5 years after the act,
50-35 omission or transaction constituting the violation.
50-36 Sec. 73. NRS 92A.190 is hereby amended to read as follows:
50-37 92A.190 1. One or more foreign entities may merge or enter
50-38 into an exchange of owner’s interests with one or more domestic
50-39 entities if:
50-40 (a) In a merger, the merger is permitted by the law of the
50-41 jurisdiction under whose law each foreign entity is organized and
50-42 governed and each foreign entity complies with that law in effecting
50-43 the merger;
50-44 (b) In an exchange, the entity whose owner’s interests will be
50-45 acquired is a domestic entity, whether or not an exchange of
51-1 owner’s interests is permitted by the law of the jurisdiction under
51-2 whose law the acquiring entity is organized;
51-3 (c) The foreign entity complies with NRS 92A.200 to 92A.240,
51-4 inclusive, if it is the surviving entity in the merger or acquiring
51-5 entity in the exchange and sets forth in the articles of merger or
51-6 exchange its address where copies of process may be sent by the
51-7 Secretary of State; and
51-8 (d) Each domestic entity complies with the applicable provisions
51-9 of NRS 92A.100 to 92A.180, inclusive, and, if it is the surviving
51-10 entity in the merger or acquiring entity in the exchange, with NRS
51-11 92A.200 to 92A.240, inclusive.
51-12 2. When the merger or exchange takes effect, the surviving
51-13 foreign entity in a merger and the acquiring foreign entity in an
51-14 exchange shall be deemed:
51-15 (a) To appoint the Secretary of State as its agent for service of
51-16 process in a proceeding to enforce any obligation or the rights of
51-17 dissenting owners of each domestic entity that was a party to the
51-18 merger or exchange. Service of such process must be made by
51-19 personally delivering to and leaving with the Secretary of State
51-20 duplicate copies of the process and the payment of a fee of [$50]
51-21 $100 for accepting and transmitting the process. The Secretary of
51-22 State shall forthwith send by registered or certified mail one of the
51-23 copies to the surviving or acquiring entity at its specified address,
51-24 unless the surviving or acquiring entity has designated in writing to
51-25 the Secretary of State a different address for that purpose, in which
51-26 case it must be mailed to the last address so designated.
51-27 (b) To agree that it will promptly pay to the dissenting owners of
51-28 each domestic entity that is a party to the merger or exchange the
51-29 amount, if any, to which they are entitled under or created pursuant
51-30 to NRS 92A.300 to 92A.500, inclusive.
51-31 3. This section does not limit the power of a foreign entity to
51-32 acquire all or part of the owner’s interests of one or more classes or
51-33 series of a domestic entity through a voluntary exchange or
51-34 otherwise.
51-35 Sec. 74. NRS 92A.195 is hereby amended to read as follows:
51-36 92A.195 1. One foreign entity or foreign general partnership
51-37 may convert into one domestic entity if:
51-38 (a) The conversion is permitted by the law of the jurisdiction
51-39 governing the foreign entity or foreign general partnership and the
51-40 foreign entity or foreign general partnership complies with that law
51-41 in effecting the conversion;
51-42 (b) The foreign entity or foreign general partnership complies
51-43 with the applicable provisions of NRS 92A.205 and, if it is the
51-44 resulting entity in the conversion, with NRS 92A.210 to 92A.240,
51-45 inclusive; and
52-1 (c) The domestic entity complies with the applicable provisions
52-2 of NRS 92A.105, 92A.120, 92A.135, 92A.140 and 92A.165 and, if
52-3 it is the resulting entity in the conversion, with NRS 92A.205 to
52-4 92A.240, inclusive.
52-5 2. When the conversion takes effect, the resulting foreign entity
52-6 in a conversion shall be deemed to have appointed the Secretary of
52-7 State as its agent for service of process in a proceeding to enforce
52-8 any obligation. Service of process must be made personally by
52-9 delivering to and leaving with the Secretary of State duplicate
52-10 copies of the process and the payment of a fee of [$25] $100 for
52-11 accepting and transmitting the process. The Secretary of State shall
52-12 send one of the copies of the process by registered or certified mail
52-13 to the resulting entity at its specified address, unless the resulting
52-14 entity has designated in writing to the Secretary of State a different
52-15 address for that purpose, in which case it must be mailed to the last
52-16 address so designated.
52-17 Sec. 75. NRS 92A.210 is hereby amended to read as follows:
52-18 92A.210 1. Except as otherwise provided in this section, the
52-19 fee for filing articles of merger, articles of conversion, articles of
52-20 exchange, articles of domestication or articles of termination is
52-21 [$325.] $350. The fee for filing the constituent documents of a
52-22 domestic resulting entity is the fee for filing the constituent
52-23 documents determined by the chapter of NRS governing the
52-24 particular domestic resulting entity.
52-25 2. The fee for filing articles of merger of two or more domestic
52-26 corporations is the difference between the fee computed at the rates
52-27 specified in NRS 78.760 upon the aggregate authorized stock of the
52-28 corporation created by the merger and the fee computed upon the
52-29 aggregate amount of the total authorized stock of the constituent
52-30 corporation.
52-31 3. The fee for filing articles of merger of one or more domestic
52-32 corporations with one or more foreign corporations is the difference
52-33 between the fee computed at the rates specified in NRS 78.760 upon
52-34 the aggregate authorized stock of the corporation created by the
52-35 merger and the fee computed upon the aggregate amount of the total
52-36 authorized stock of the constituent corporations which have paid the
52-37 fees required by NRS 78.760 and 80.050.
52-38 4. The fee for filing articles of merger of two or more domestic
52-39 or foreign corporations must not be less than [$325.] $350. The
52-40 amount paid pursuant to subsection 3 must not exceed [$25,000.]
52-41 $35,000.
52-42 Sec. 76. NRS 14.020 is hereby amended to read as follows:
52-43 14.020 1. Every corporation, limited-liability company,
52-44 limited-liability partnership, limited partnership, limited-liability
52-45 limited partnership, business trust and municipal corporation
53-1 created and existing under the laws of any other state, territory, or
53-2 foreign government, or the Government of the United States, doing
53-3 business in this state shall appoint and keep in this state a resident
53-4 agent who resides or is located in this state, upon whom all legal
53-5 process and any demand or notice authorized by law to be served
53-6 upon it may be served in the manner provided in subsection 2. The
53-7 corporation, limited-liability company, limited-liability partnership,
53-8 limited partnership, limited-liability limited partnership, business
53-9 trust or municipal corporation shall file with the Secretary of State a
53-10 certificate of acceptance of appointment signed by its resident agent.
53-11 The certificate must set forth the full name and address of the
53-12 resident agent. [The] A certificate of change of resident agent must
53-13 be [renewed] filed in the manner provided in title 7 of NRS
53-14 [whenever a change is made in the appointment or a vacancy occurs
53-15 in the agency.] if the corporation, limited-liability company,
53-16 limited-liability partnership, limited partnership, limited-liability
53-17 limited partnership, business trust or municipal corporation
53-18 desires to change its resident agent. A certificate of name change
53-19 of resident agent must be filed in the manner provided in title 7 of
53-20 NRS if the name of a resident is changed as a result of a merger,
53-21 conversion, exchange, sale, reorganization or amendment.
53-22 2. All legal process and any demand or notice authorized by
53-23 law to be served upon the foreign corporation, limited-liability
53-24 company, limited-liability partnership, limited partnership, limited-
53-25 liability limited partnership, business trust or municipal corporation
53-26 may be served upon the resident agent personally or by leaving a
53-27 true copy thereof with a person of suitable age and discretion at the
53-28 address shown on the current certificate of acceptance filed with the
53-29 Secretary of State.
53-30 3. Subsection 2 provides an additional mode and manner of
53-31 serving process, demand or notice and does not affect the validity of
53-32 any other service authorized by law.
53-33 Sec. 77. NRS 104.9525 is hereby amended to read as follows:
53-34 104.9525 1. Except as otherwise provided in subsection 5,
53-35 the fee for filing and indexing a record under this part, other than an
53-36 initial financing statement of the kind described in subsection 2 of
53-37 NRS 104.9502, is:
53-38 (a) [Twenty] Forty dollars if the record is communicated in
53-39 writing and consists of one or two pages;
53-40 (b) [Forty] Sixty dollars if the record is communicated in writing
53-41 and consists of more than two pages, and [$1] $2 for each page over
53-42 20 pages;
53-43 (c) [Ten] Twenty dollars if the record is communicated by
53-44 another medium authorized by filing-office rule; and
54-1 (d) [One dollar] Two dollars for each additional debtor, trade
54-2 name or reference to another name under which business is done.
54-3 2. The filing officer may charge and collect [$1] $2 for each
54-4 page of copy or record of filings produced by him at the request of
54-5 any person.
54-6 3. Except as otherwise provided in subsection 5, the fee for
54-7 filing and indexing an initial financing statement of the kind
54-8 described in subsection 3 of NRS 104.9502 is:
54-9 (a) [Forty] Sixty dollars if the financing statement indicates that
54-10 it is filed in connection with a public-finance transaction; and
54-11 (b) [Twenty] Forty dollars if the financing statement indicates
54-12 that it is filed in connection with a manufactured-home transaction.
54-13 4. The fee for responding to a request for information from the
54-14 filing office, including for issuing a certificate showing whether
54-15 there is on file any financing statement naming a particular debtor,
54-16 is:
54-17 (a) [Twenty] Forty dollars if the request is communicated in
54-18 writing; and
54-19 (b) [Fifteen] Twenty dollars if the request is communicated by
54-20 another medium authorized by filing-office rule.
54-21 5. This section does not require a fee with respect to a
54-22 mortgage that is effective as a financing statement filed as a fixture
54-23 filing or as a financing statement covering as-extracted collateral or
54-24 timber to be cut under subsection 3 of NRS 104.9502. However, the
54-25 fees for recording and satisfaction which otherwise would be
54-26 applicable to the mortgage apply.
54-27 Sec. 78. NRS 105.070 is hereby amended to read as follows:
54-28 105.070 1. The Secretary of State or county recorder shall
54-29 mark any security instrument and any statement of change, merger
54-30 or consolidation presented for filing with the day and hour of filing
54-31 and the file number assigned to it. This mark is, in the absence of
54-32 other evidence, conclusive proof of the time and fact of presentation
54-33 for filing.
54-34 2. The Secretary of State or county recorder shall retain and
54-35 file all security instruments and statements of change, merger or
54-36 consolidation presented for filing.
54-37 3. The uniform fee for filing and indexing a security
54-38 instrument, or a supplement or amendment thereto, and a statement
54-39 of change, merger or consolidation, and for stamping a copy of
54-40 those documents furnished by the secured party or the public utility
54-41 to show the date and place of filing is:
54-42 (a) [Twenty] Forty dollars if the record is communicated in
54-43 writing and consists of one or two pages;
55-1 (b) [Forty] Sixty dollars if the record is communicated in writing
55-2 and consists of more than two pages, and [$1] $2 for each page over
55-3 20 pages;
55-4 (c) [Ten] Twenty dollars if the record is communicated by
55-5 another medium authorized by filing-office rule; and
55-6 (d) [One dollar] Two dollars for each additional debtor, trade
55-7 name or reference to another name under which business is done.
55-8 Sec. 79. NRS 105.080 is hereby amended to read as follows:
55-9 105.080 1. Upon the request of any person, the Secretary of
55-10 State shall issue his certificate showing whether there is on file, on
55-11 the date and hour stated therein, any presently effective security
55-12 instrument naming a particular public utility and, if there is, giving
55-13 the date and hour of filing of the instrument and the names and
55-14 addresses of each secured party. The uniform fee for such a
55-15 certificate is:
55-16 (a) [Twenty] Fifty dollars if the request is communicated in
55-17 writing; and
55-18 (b) [Fifteen] Forty dollars if the request is communicated by
55-19 another medium authorized by filing-office rule.
55-20 2. Upon request, the Secretary of State or a county recorder
55-21 shall furnish a copy of any filed security instrument upon payment
55-22 of the statutory fee for copies.
55-23 Sec. 79.5. NRS 171.085 is hereby amended to read as follows:
55-24 171.085 Except as otherwise provided in NRS 171.083,
55-25 171.084 and 171.095, an indictment for:
55-26 1. Theft, robbery, burglary, forgery, arson , [or] sexual assault
55-27 or a violation of NRS 90.570 must be found, or an information or
55-28 complaint filed, within 4 years after the commission of the offense.
55-29 2. Any felony other than murder, theft, robbery, burglary,
55-30 forgery, arson , [or] sexual assault or a violation of NRS 90.570
55-31 must be found, or an information or complaint filed, within 3 years
55-32 after the commission of the offense.
55-33 Sec. 80. NRS 225.140 is hereby amended to read as follows:
55-34 225.140 1. Except as otherwise provided in subsection 2, in
55-35 addition to other fees authorized by law, the Secretary of State shall
55-36 charge and collect the following fees:
55-37 [For a copy of any law, joint resolution, transcript
55-38 of record, or other paper on file or of record in his
55-39 office, other than a document required to be filed
55-40 pursuant to title 24 of NRS, per page$1.00
55-41 For a copy of any document required to be filed
55-42 pursuant to title 24 of NRS, per page.50]
55-43 For certifying to [any such] a copy of any law,
55-44 joint resolution, transcript of record or other
56-1 paper on file or of record with the Secretary of
56-2 State, including, but not limited to, a document
56-3 required to be filed pursuant to title 24 of NRS,
56-4 and use of the State Seal, for each impression[10.00] $20
56-5 For each passport or other document signed by
56-6 the Governor and attested by the Secretary of
56-7 State.......................................... [10.00] 10
56-8 [For a negotiable instrument returned unpaid 10.00]
56-9 2. The Secretary of State:
56-10 (a) Shall charge a reasonable fee for searching records and
56-11 documents kept in his office.
56-12 (b) May charge or collect any filing or other fees for services
56-13 rendered by him to the State of Nevada, any local governmental
56-14 agency or agency of the Federal Government, or any officer thereof
56-15 in his official capacity or respecting his office or official duties.
56-16 (c) May not charge or collect a filing or other fee for:
56-17 (1) Attesting extradition papers or executive warrants for
56-18 other states.
56-19 (2) Any commission or appointment issued or made by the
56-20 Governor, either for the use of the State Seal or otherwise.
56-21 (d) May charge a reasonable fee, not to exceed:
56-22 (1) Five hundred dollars, for providing service within 2 hours
56-23 after the time the service is requested; and
56-24 (2) One hundred twenty-five dollars, for providing any other
56-25 special service, including, but not limited to, providing service more
56-26 than 2 hours but within 24 hours after the time the service is
56-27 requested, accepting documents filed by facsimile machine and
56-28 other use of new technology.
56-29 (e) Shall charge a fee, not to exceed the actual cost to the
56-30 Secretary of State, for providing:
56-31 (1) A copy of any record kept in his office that is stored on a
56-32 computer or on microfilm if the copy is provided on a tape, disc or
56-33 other medium used for the storage of information by a computer or
56-34 on duplicate film.
56-35 (2) Access to his computer database on which records are
56-36 stored.
56-37 3. From each fee collected pursuant to paragraph (d) of
56-38 subsection 2:
56-39 (a) The entire amount or [$50,] $62.50, whichever is less, of the
56-40 fee collected pursuant to subparagraph (1) of that paragraph and half
56-41 of the fee collected pursuant to subparagraph (2) of that paragraph
56-42 must be deposited with the State Treasurer for credit to the Account
56-43 for Special Services of the Secretary of State in the State General
57-1 Fund. Any amount remaining in the Account at the end of a fiscal
57-2 year in excess of $2,000,000 must be transferred to the State
57-3 General Fund. Money in the Account may be transferred to the
57-4 Secretary of State’s operating general fund budget account and must
57-5 only be used to create and maintain the capability of the Office of
57-6 the Secretary of State to provide special services, including, but not
57-7 limited to, providing service:
57-8 (1) On the day it is requested or within 24 hours; or
57-9 (2) Necessary to increase or maintain the efficiency of the
57-10 Office.
57-11 Any transfer of money from the Account for expenditure by the
57-12 Secretary of State must be approved by the Interim Finance
57-13 Committee.
57-14 (b) After deducting the amount required pursuant to paragraph
57-15 (a), the remainder must be deposited with the State Treasurer for
57-16 credit to the State General Fund.
57-17 Sec. 81. Chapter 364A of NRS is hereby amended by adding
57-18 thereto a new section to read as follows:
57-19 1. If the Department has reasonable cause to believe that any
57-20 person has failed to comply with the provisions of NRS 364A.130,
57-21 the Department may issue an order directed to the person to show
57-22 cause why the Department should not order the person to cease
57-23 and desist from conducting a business in this state. The order must
57-24 contain a statement of the charges and a notice of a hearing to be
57-25 held thereon. The order must be served upon the person directly or
57-26 by certified or registered mail, return receipt requested.
57-27 2. If, after conducting a hearing pursuant to the provisions of
57-28 subsection 1, the Department determines that the person has failed
57-29 to comply with the provisions of NRS 364A.130 or if the person
57-30 fails to appear for the hearing after being properly served with the
57-31 statement of charges and notice of hearing, the Department may
57-32 make a written report of his findings of fact concerning the
57-33 violation and cause to be served a copy thereof upon the person at
57-34 the hearing. If the Department determines in the report that such
57-35 failure has occurred, the Department may order the violator to:
57-36 (a) Cease and desist from conducting a business in this state;
57-37 and
57-38 (b) Pay the costs of reporting services, fees for experts and
57-39 other witnesses, charges for the rental of a hearing room if such a
57-40 room is not available to the Department free of charge, charges
57-41 for providing an independent hearing officer, if any, and
57-42 charges incurred for any service of process, if the violator is
57-43 adjudicated to have failed to comply with the provisions of
57-44 NRS 364A.130.
58-1 The order must be served upon the person directly or by certified
58-2 or registered mail, return receipt requested. The order becomes
58-3 effective upon service in the manner provided in this subsection.
58-4 3. Any person whose pecuniary interests are directly and
58-5 immediately affected by an order issued pursuant to subsection 2
58-6 or who is aggrieved by the order may petition for judicial review in
58-7 the manner provided in chapter 233B of NRS. Such a petition
58-8 must be filed within 30 days after the service of the order. The
58-9 order becomes final upon the filing of the petition.
58-10 4. If a person fails to comply with any provision of an order
58-11 issued pursuant to subsection 2, the Department may, through the
58-12 Attorney General, at any time after 30 days after the service of the
58-13 order, cause an action to be instituted in the district court of
58-14 the county wherein the person resides or has his principal place of
58-15 business requesting the court to enforce the provisions of the order
58-16 or to provide any other appropriate injunctive relief.
58-17 5. If the court finds that:
58-18 (a) There has been a failure to comply with the provisions of
58-19 NRS 364A.130;
58-20 (b) The proceedings by the Department concerning the written
58-21 report and any order issued pursuant to subsection 3 are in the
58-22 interest of the public; and
58-23 (c) The findings of the Department are supported by the weight
58-24 of the evidence,
58-25 the court shall issue an order enforcing the provisions of the order
58-26 of the Department.
58-27 6. An order issued pursuant to subsection 5 may include:
58-28 (a) A provision requiring the payment to the Department of a
58-29 penalty of not more than $5,000 for each act amounting to a
58-30 failure to comply with the Department’s order; or
58-31 (b) Such injunctive or other equitable or extraordinary relief
58-32 as is determined appropriate by the court.
58-33 7. Any aggrieved party may appeal from the final judgment,
58-34 order or decree of the court in a like manner as provided for
58-35 appeals in civil cases.
58-36 Sec. 82. NRS 364A.130 is hereby amended to read as follows:
58-37 364A.130 1. Except as otherwise provided in subsection [6,]
58-38 8, a person shall not conduct a business in this state unless he has a
58-39 business license issued by the Department.
58-40 2. The application for a business license must:
58-41 (a) Be made upon a form prescribed by the Department;
58-42 (b) Set forth the name under which the applicant transacts or
58-43 intends to transact business and the location of his place or places of
58-44 business;
59-1 (c) Declare the estimated number of employees for the previous
59-2 calendar quarter;
59-3 (d) Be accompanied by a fee of [$25;] $50; and
59-4 (e) Include any other information that the Department deems
59-5 necessary.
59-6 3. The application must be signed by:
59-7 (a) The owner, if the business is owned by a natural person;
59-8 (b) A member or partner, if the business is owned by an
59-9 association or partnership; or
59-10 (c) An officer or some other person specifically authorized to
59-11 sign the application, if the business is owned by a corporation.
59-12 4. If the application is signed pursuant to paragraph (c) of
59-13 subsection 3, written evidence of the signer’s authority must be
59-14 attached to the application.
59-15 5. A person who has been issued a business license by the
59-16 Department shall submit a fee of $50 to the Department on or
59-17 before the last day of the month in which the anniversary date of
59-18 issuance of the business license occurs in each year, unless the
59-19 person submits a written statement to the Department, at least 10
59-20 days before the anniversary date, indicating that the person will
59-21 not be conducting business in this state after the anniversary date.
59-22 A person who fails to submit the annual fee required pursuant to
59-23 this subsection in a timely manner shall pay a penalty in the
59-24 amount of $75 in addition to the annual fee.
59-25 6. The business license required to be obtained pursuant to
59-26 this section is in addition to any license to conduct business that
59-27 must be obtained from the local jurisdiction in which the business
59-28 is being conducted.
59-29 7. For the purposes of this chapter, a person shall be deemed to
59-30 conduct a business in this state if a business for which the person is
59-31 responsible:
59-32 (a) Is incorporated pursuant to chapter 78 or 78A of NRS;
59-33 (b) Has an office or other base of operations in this state; or
59-34 (c) Pays wages or other remuneration to a natural person who
59-35 performs in this state any of the duties for which he is paid.
59-36 [6.] 8. A person who takes part in a trade show or convention
59-37 held in this state for a purpose related to the conduct of a business is
59-38 not required to obtain a business license specifically for that event.
59-39 Sec. 82.5. NRS 463.157 is hereby amended to read as follows:
59-40 463.157 The Commission shall by regulation:
59-41 1. Prescribe minimum procedures for adoption by each
59-42 nonrestricted licensee to exercise effective control over its internal
59-43 fiscal affairs, which [shall] must include , but are not limited to ,
59-44 provisions for:
60-1 (a) The safeguarding of its assets and revenues, especially the
60-2 recording of cash and evidences of indebtedness; and
60-3 (b) The provision of reliable records, accounts and reports of
60-4 transactions, operations and events, including reports to the Board
60-5 and the Commission.
60-6 2. Provide for the adoption and use of internal audits, whether
60-7 by qualified internal auditors or by accountants holding a permit to
60-8 practice public accounting, in the case of each nonrestricted licensee
60-9 whose operation equals or exceeds a specified size. The regulations
60-10 or any standards adopted pursuant to such regulations must, if the
60-11 stock of the nonrestricted licensee is publicly traded, preclude
60-12 internal audits by the same independent accountant hired to
60-13 provide audits, compiled statements or reviews of the financial
60-14 statements required by NRS 463.159. As used in this subsection,
60-15 “internal audit” means a type of control which operates through the
60-16 testing and evaluation of other controls and which is also directed
60-17 toward observing proper compliance with the minimum standards of
60-18 control prescribed pursuant to subsection 1.
60-19 Sec. 83. NRS 364A.160 is hereby repealed.
60-20 Sec. 84. The Secretary of State is hereby authorized, without
60-21 obtaining further approval, to hire such additional personnel as are
60-22 necessary to carry out the provisions of this act.
60-23 Sec. 84.3. The amendatory provisions of section 72.7 of this
60-24 act apply to a cause of action:
60-25 1. That has accrued before October 1, 2003, if the applicable
60-26 statute of limitations has commenced but has not yet expired as of
60-27 October 1, 2003; or
60-28 2. That accrues on or after October 1, 2003.
60-29 Sec. 84.7. The amendatory provisions of section 79.5 of this
60-30 act apply to a person who committed a violation of NRS 90.570
60-31 before October 1, 2003, if the applicable statute of limitations has
60-32 commenced but has not yet expired on October 1, 2003.
60-33 Sec. 85. 1. This section and sections 1, 2, 5 to 15, inclusive,
60-34 17 to 19.5, inclusive, 21 to 24, inclusive, 25, 27 to 35, inclusive, 37
60-35 to 52, inclusive, 54 to 62, inclusive, 64 to 75, inclusive, 77 and 79.5
60-36 to 84.7, inclusive, of this act become effective on October 1, 2003.
60-37 2. Sections 3, 16, 20, 24.5, 26.5, 36.5, 53.5 and 62.5 of this act
60-38 become effective:
60-39 (a) Except as otherwise provided in paragraph (b) or paragraph
60-40 (b) of subsection 3, on October 1, 2003.
60-41 (b) On January 1, 2004, for the purpose of requiring a resident
60-42 agent who desires to resign to file a statement of resignation for
60-43 each artificial person formed, organized, registered or qualified
60-44 pursuant to the provisions of title 7 of NRS for which the resident
61-1 agent is unwilling to continue to act as the resident agent for the
61-2 service of process.
61-3 3. Sections 4, 16, 26, 36, 53, 63 and 76 of this act become
61-4 effective:
61-5 (a) Except as otherwise provided in paragraph (b) or paragraph
61-6 (b) of subsection 2, on October 1, 2003.
61-7 (b) On January 1, 2004, for the purpose of requiring a resident
61-8 agent to file a certificate of name change of resident agent if the
61-9 name of the resident agent is changed as a result of a merger,
61-10 conversion, exchange, sale, reorganization or amendment.
61-11 4. Sections 78 and 79 of this act become effective at 12:01 a.m.
61-12 on October 1, 2003.
61-13 TEXT OF REPEALED SECTION
61-14 364A.160 Exemption for natural person with no employees
61-15 during calendar quarter. A natural person who does not employ
61-16 any employees during a calendar quarter is exempt from the
61-17 provisions of this chapter for that calendar quarter.
61-18 H