Assembly Bill No. 536–Committee on Judiciary

 

(On Behalf of the Secretary of State)

 

March 24, 2003

____________

 

Referred to Committee on Judiciary

 

SUMMARY—Makes various changes to filing requirements for business entities. (BDR 7‑454)

 

FISCAL NOTE:  Effect on Local Government: No.

                           Effect on the State: No.

 

~

 

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

 

AN ACT relating to business associations; making various changes to the filing requirements for business entities; providing for the implementation, modification and standardization of certain filing requirements for 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. Chapter 78 of NRS is hereby amended by adding

1-2  thereto a new section to read as follows:

1-3  1.  Each document filed with the Secretary of State pursuant

1-4  to this chapter must be on or accompanied by a form prescribed by

1-5  the Secretary of State.

1-6  2.  The Secretary of State may refuse to file a document which

1-7  does not comply with subsection 1 or which does not contain all of

1-8  the information required by statute for filing the document.

1-9  3.  If the information provided on the form prescribed by the

1-10  Secretary of State conflicts with any information provided on an

1-11  accompanying document that is being filed with the Secretary of

1-12  State, the Secretary of State may:

1-13      (a) File the document, in which case the information on the

1-14  document controls; or

1-15      (b) Refuse to file the document.

2-1  4.  The Secretary of State may by regulation provide for the

2-2  electronic filing of documents with the Office of the Secretary of

2-3  State.

2-4  Sec. 2.  NRS 78.027 is hereby amended to read as follows:

2-5  78.027  The Secretary of State may microfilm or image any

2-6  document which is filed in his office by a corporation pursuant to

2-7  this chapter and may return the original document to the

2-8  corporation.

2-9  Sec. 3.  NRS 78.0295 is hereby amended to read as follows:

2-10      78.0295  1.  A corporation may correct a document filed by

2-11  the Secretary of State with respect to the corporation if the

2-12  document contains an inaccurate record of a corporate action

2-13  described in the document or was defectively executed, attested,

2-14  sealed, verified or acknowledged.

2-15      2.  To correct a document, the corporation [shall:] must:

2-16      (a) Prepare a certificate of correction which:

2-17          (1) States the name of the corporation;

2-18          (2) Describes the document, including, without limitation, its

2-19  filing date;

2-20          (3) Specifies the inaccuracy or defect;

2-21          (4) Sets forth the inaccurate or defective portion of the

2-22  document in an accurate or corrected form; and

2-23          (5) Is signed by an officer of the corporation[.] or, if no

2-24  stock has been issued by the corporation, by the incorporator or a

2-25  director of the corporation.

2-26      (b) Deliver the certificate to the Secretary of State for filing.

2-27      (c) Pay a filing fee of $150 to the Secretary of State.

2-28      3.  A certificate of correction is effective on the effective date

2-29  of the document it corrects except as to persons relying on the

2-30  uncorrected document and adversely affected by the correction. As

2-31  to those persons, the certificate is effective when filed.

2-32      Sec. 4.  NRS 78.035 is hereby amended to read as follows:

2-33      78.035  The articles of incorporation must set forth:

2-34      1.  The name of the corporation. A name appearing to be that of

2-35  a natural person and containing a given name or initials must not be

2-36  used as a corporate name except with an additional word or words

2-37  such as “Incorporated,” “Limited,” “Inc.,” “Ltd.,” “Company,”

2-38  “Co.,” “Corporation,” “Corp.,” or other word which identifies it as

2-39  not being a natural person.

2-40      2.  The name of the person designated as the corporation’s

2-41  resident agent, the street address of the resident agent where process

2-42  may be served upon the corporation, and the mailing address of the

2-43  resident agent if different from the street address.

2-44      3.  The number of shares the corporation is authorized to issue

2-45  and, if more than one class or series of stock is authorized, the

3-1  classes, the series and the number of shares of each class or series

3-2  which the corporation is authorized to issue, unless the articles

3-3  authorize the board of directors to fix and determine in a resolution

3-4  the classes, series and numbers of each class or series as provided in

3-5  NRS 78.195 and 78.196.

3-6  4.  The [number,] names and [post office box or street]

3-7  addresses, either residence or business, of the first board of directors

3-8  or trustees, together with any desired provisions relative to the right

3-9  to change the number of directors as provided in NRS 78.115.

3-10      5.  The name and [post office box or street] address, either

3-11  residence or business , of each of the incorporators executing the

3-12  articles of incorporation.

3-13      Sec. 5.  NRS 78.045 is hereby amended to read as follows:

3-14      78.045  1.  The Secretary of State shall not accept for filing

3-15  any articles of incorporation or any certificate of amendment of

3-16  articles of incorporation of any corporation formed pursuant to the

3-17  laws of this state which provides that the name of the corporation

3-18  contains the word “bank” or “trust,” unless:

3-19      (a) It appears from the articles or the certificate of amendment

3-20  that the corporation proposes to carry on business as a banking or

3-21  trust company, exclusively or in connection with its business as a

3-22  bank or savings and loan association; and

3-23      (b) The articles or certificate of amendment is first approved by

3-24  the Commissioner of Financial Institutions.

3-25      2.  The Secretary of State shall not accept for filing any articles

3-26  of incorporation or any certificate of amendment of articles of

3-27  incorporation of any corporation formed pursuant to the provisions

3-28  of this chapter if it appears from the articles or the certificate of

3-29  amendment that the business to be carried on by the corporation is

3-30  subject to supervision by the Commissioner of Insurance or by the

3-31  Commissioner of Financial Institutions, unless the articles or

3-32  certificate of amendment is approved by the Commissioner who will

3-33  supervise the business of the corporation.

3-34      3.  Except as otherwise provided in subsection [5,] 6, the

3-35  Secretary of State shall not accept for filing any articles of

3-36  incorporation or any certificate [or] of amendment of articles of

3-37  incorporation of any corporation formed pursuant to the laws of this

3-38  state if the name of the corporation contains the words “engineer,”

3-39  “engineered,” “engineering,” “professional engineer,” “registered

3-40  engineer” or “licensed engineer” unless:

3-41      (a) The State Board of Professional Engineers and Land

3-42  Surveyors certifies that the principals of the corporation are licensed

3-43  to practice engineering pursuant to the laws of this state; or

4-1  (b) The State Board of Professional Engineers and Land

4-2  Surveyors certifies that the corporation is exempt from the

4-3  prohibitions of NRS 625.520.

4-4  4.  The Secretary of State shall not accept for filing any articles

4-5  of incorporation or any certificate of amendment of articles of

4-6  incorporation of any corporation formed pursuant to the laws of this

4-7  state which provides that the name of the corporation contains the

4-8  words “accountant,” “accounting,” “accountancy,” “auditor” or

4-9  “auditing” unless the Nevada State Board of Accountancy certifies

4-10  that the corporation:

4-11      (a) Is registered pursuant to the provisions of chapter 628 of

4-12  NRS; or

4-13      (b) Has filed with the Nevada State Board of Accountancy

4-14  under penalty of perjury a written statement that the corporation is

4-15  not engaged in the practice of accounting and is not offering to

4-16  practice accounting in this state.

4-17      5.  The Secretary of State shall not accept for filing any

4-18  articles of incorporation or any certificate of amendment of

4-19  articles of incorporation of any corporation formed or existing

4-20  pursuant to the laws of this state which provides that the name of

4-21  the corporation contains the words “unit-owners’ association” or

4-22  “homeowners’ association” or if it appears in the articles of

4-23  incorporation or certificate of amendment that the purpose of the

4-24  corporation is to operate as a unit-owners’ association pursuant to

4-25  chapter 116 of NRS unless the Administrator of the Real Estate

4-26  Division of the Department of Business and Industry certifies that

4-27  the corporation has:

4-28      (a) Registered with the Ombudsman for Owners in Common-

4-29  Interest Communities pursuant to NRS 116.31158; and

4-30      (b) Paid to the Administrator of the Real Estate Division the

4-31  fees required pursuant to NRS 116.31155.

4-32      6.  The provisions of subsection 3 do not apply to any

4-33  corporation, whose securities are publicly traded and regulated by

4-34  the Securities Exchange Act of 1934, which does not engage in the

4-35  practice of professional engineering.

4-36      [6.] 7. The Commissioner of Financial Institutions and the

4-37  Commissioner of Insurance may approve or disapprove the articles

4-38  or amendments referred to them pursuant to the provisions of this

4-39  section.

4-40      Sec. 6.  NRS 78.150 is hereby amended to read as follows:

4-41      78.150  1.  A corporation organized pursuant to the laws of

4-42  this state shall, on or before the [first] last day of the [second] first

4-43  month after the filing of its articles of incorporation with the

4-44  Secretary of State, file with the Secretary of State a list, on a form

4-45  furnished by him, containing:

5-1  (a) The name of the corporation;

5-2  (b) The file number of the corporation, if known;

5-3  (c) The names and titles of the president, secretary[,] and

5-4  treasurer , or the equivalent thereof, and of all the directors of the

5-5  corporation;

5-6  (d) The [mailing or street] address, either residence or business,

5-7  of each officer and director listed, following the name of the officer

5-8  or director;

5-9  (e) The name and street address of the resident agent of the

5-10  corporation; and

5-11      (f) The signature of an officer of the corporation certifying that

5-12  the list is true, complete and accurate.

5-13      2.  The corporation shall annually thereafter, on or before the

5-14  last day of the month in which the anniversary date of incorporation

5-15  occurs in each year, file with the Secretary of State, on a form

5-16  furnished by him, an annual list containing all of the information

5-17  required in subsection 1.

5-18      3.  Each list required by subsection 1 or 2 must be accompanied

5-19  by a declaration under penalty of perjury that the corporation [has] :

5-20      (a) Has complied with the provisions of chapter 364A of NRS

5-21  [.] ; and

5-22      (b) Acknowledges that pursuant to NRS 239.330 it is a

5-23  category C felony to knowingly offer any false or forged

5-24  instrument for filing with the Office of the Secretary of State.

5-25      4.  Upon filing the list required by:

5-26      (a) Subsection 1, the corporation shall pay to the Secretary of

5-27  State a fee of $165.

5-28      (b) Subsection 2, the corporation shall pay to the Secretary of

5-29  State a fee of $85.

5-30      5.  The Secretary of State shall, 60 days before the last day for

5-31  filing each annual list required by subsection 2, cause to be mailed

5-32  to each corporation which is required to comply with the provisions

5-33  of NRS 78.150 to 78.185, inclusive, and which has not become

5-34  delinquent, a notice of the fee due pursuant to subsection 4 and a

5-35  reminder to file the annual list required by subsection 2. Failure of

5-36  any corporation to receive a notice or form does not excuse it from

5-37  the penalty imposed by law.

5-38      6.  If the list to be filed pursuant to the provisions of subsection

5-39  1 or 2 is defective in any respect or the fee required by subsection 4

5-40  [or 8] is not paid, the Secretary of State may return the list for

5-41  correction or payment.

5-42      7.  An annual list for a corporation not in default which is

5-43  received by the Secretary of State more than [60] 90 days before its

5-44  due date shall be deemed an amended list for the previous year and

5-45  must be accompanied by a fee of $85 for filing. A payment

6-1  submitted pursuant to this subsection does not satisfy the

6-2  requirements of subsection 2 for the year to which the due date is

6-3  applicable.

6-4  [8.  If the corporation is an association as defined in NRS

6-5  116.110315, the Secretary of State shall not accept the filing

6-6  required by this section unless it is accompanied by evidence of the

6-7  payment of the fee required to be paid pursuant to NRS 116.31155

6-8  that is provided to the association pursuant to subsection 4 of that

6-9  section.]

6-10      Sec. 7.  NRS 78.155 is hereby amended to read as follows:

6-11      78.155  If a corporation has filed the initial or annual list in

6-12  compliance with NRS 78.150 and has paid the appropriate fee for

6-13  the filing, the cancelled check or other proof of payment received

6-14  by the corporation constitutes a certificate authorizing it to transact

6-15  its business within this state until the last day of the month in which

6-16  the anniversary of its incorporation occurs in the next succeeding

6-17  calendar year. [If the corporation desires a formal certificate upon its

6-18  payment of the initial or annual fee, its payment must be

6-19  accompanied by a self-addressed, stamped envelope.]

6-20      Sec. 8.  NRS 78.165 is hereby amended to read as follows:

6-21      78.165  1.  [Every] Each list required to be filed under the

6-22  provisions of NRS 78.150 to 78.185, inclusive, must, after the name

6-23  of each officer and director listed thereon, set forth the [post office

6-24  box or street] address, either residence or business, of each officer

6-25  and director.

6-26      2.  If the addresses are not stated for each person on any list

6-27  offered for filing, the Secretary of State may refuse to file the list,

6-28  and the corporation for which the list has been offered for filing is

6-29  subject to all the provisions of NRS 78.150 to 78.185, inclusive,

6-30  relating to failure to file the list within or at the times therein

6-31  specified, unless a list is subsequently submitted for filing which

6-32  conforms to the provisions of NRS 78.150 to 78.185, inclusive.

6-33      Sec. 9.  NRS 78.170 is hereby amended to read as follows:

6-34      78.170  1.  Each corporation required to make a filing and pay

6-35  the fee prescribed in NRS 78.150 to 78.185, inclusive, which refuses

6-36  or neglects to do so within the time provided shall be deemed in

6-37  default.

6-38      2.  If a corporation that is a unit-owners’ association as

6-39  defined in NRS 116.110315 fails to register pursuant to NRS

6-40  116.31158 or fails to pay the fees pursuant to NRS 116.31155, the

6-41  corporation shall be deemed in default. Upon notification from the

6-42  Administrator of the Real Estate Division of the Department of

6-43  Business and Industry that the corporation has registered

6-44  pursuant to NRS 116.31158 and paid the fees pursuant to NRS

6-45  116.31155, the Secretary of State shall reinstate the corporation if

7-1  the corporation complies with the requirements for reinstatement

7-2  as provided in this section and NRS 78.150 to 78.185, inclusive.

7-3  3.  For default there must be added to the amount of the fee a

7-4  penalty of $50. The fee and penalty must be collected as provided in

7-5  this chapter.

7-6  Sec. 10.  NRS 78.175 is hereby amended to read as follows:

7-7  78.175  1.  The Secretary of State shall notify, by [letter

7-8  addressed] providing written notice to its resident agent, each

7-9  corporation deemed in default pursuant to NRS 78.170. The written

7-10  notice [must be accompanied by] :

7-11      (a) Must include a statement indicating the amount of the filing

7-12  fee, penalties incurred and costs remaining unpaid.

7-13      (b) At the request of the resident agent, may be provided

7-14  electronically.

7-15      2.  [On the first day of the first anniversary of the month

7-16  following the month in which the filing was required, the charter of

7-17  the corporation is revoked and its right to transact business is

7-18  forfeited.

7-19      3.  The] Immediately after the last day of the month in which

7-20  the anniversary date of incorporation occurs, the Secretary of State

7-21  shall compile a complete list containing the names of all

7-22  corporations whose right to [do] transact business has been

7-23  forfeited.

7-24      3.  The Secretary of State shall forthwith notify, by [letter

7-25  addressed] providing written notice to its resident agent, each [such]

7-26  corporation specified in subsection 2 of the forfeiture of its charter.

7-27  The written notice [must be accompanied by] :

7-28      (a) Must include a statement indicating the amount of the filing

7-29  fee, penalties incurred and costs remaining unpaid.

7-30      (b) At the request of the resident agent, may be provided

7-31  electronically.

7-32      4.  If the charter of a corporation is revoked and the right to

7-33  transact business is forfeited as provided in subsection 2, all of the

7-34  property and assets of the defaulting domestic corporation must be

7-35  held in trust by the directors of the corporation as for insolvent

7-36  corporations, and the same proceedings may be had with respect

7-37  thereto as are applicable to insolvent corporations. Any person

7-38  interested may institute proceedings at any time after a forfeiture has

7-39  been declared, but if the Secretary of State reinstates the charter , the

7-40  proceedings must at once be dismissed and all property restored to

7-41  the officers of the corporation.

7-42      5.  Where the assets are distributed , they must be applied in the

7-43  following manner:

7-44      (a) To the payment of the filing fee, penalties incurred and costs

7-45  due [to] the State;

8-1  (b) To the payment of the creditors of the corporation; and

8-2  (c) Any balance remaining , to distribution among the

8-3  stockholders.

8-4  Sec. 11.  NRS 78.180 is hereby amended to read as follows:

8-5  78.180  1.  Except as otherwise provided in subsections 3 and

8-6  4, the Secretary of State shall reinstate a corporation which has

8-7  forfeited or which forfeits its right to transact business pursuant to

8-8  the provisions of this chapter and shall restore to the corporation its

8-9  right to carry on business in this state, and to exercise its corporate

8-10  privileges and immunities, if it:

8-11      (a) Files with the Secretary of State the list required by NRS

8-12  78.150; and

8-13      (b) Pays to the Secretary of State:

8-14          (1) The filing fee and penalty set forth in NRS 78.150 and

8-15  78.170 for each year or portion thereof during which it failed to file

8-16  each required annual list in a timely manner; [and]

8-17          (2) A fee of $200 for reinstatement[.] ; and

8-18          (3) Any applicable fee pursuant to NRS 78.785.

8-19      2.  When the Secretary of State reinstates the corporation, he

8-20  shall[:

8-21      (a) Immediately issue and deliver to the corporation a certificate

8-22  of reinstatement authorizing it to transact business as if the filing fee

8-23  or fees had been paid when due; and

8-24      (b) Upon demand,] issue to the corporation [one or more

8-25  certified copies of the] a certificate of reinstatement.

8-26      3.  The Secretary of State shall not order a reinstatement unless

8-27  all delinquent fees and penalties have been paid, and the revocation

8-28  of the charter occurred only by reason of failure to pay the fees and

8-29  penalties.

8-30      4.  If a corporate charter has been revoked pursuant to the

8-31  provisions of this chapter and has remained revoked for a period of

8-32  5 consecutive years, the charter must not be reinstated.

8-33      Sec. 12.  NRS 78.403 is hereby amended to read as follows:

8-34      78.403  1.  A corporation may restate, or amend and restate, in

8-35  a single certificate the entire text of its articles of incorporation as

8-36  amended by filing with the Secretary of State a certificate [signed by

8-37  an officer of the corporation which must set forth the articles as

8-38  amended to the date of the certificate.] in the manner provided in

8-39  this section. If the certificate alters or amends the articles in any

8-40  manner, it must comply with the provisions of NRS 78.380, 78.385

8-41  and 78.390, as applicable, and must be accompanied by:

8-42      (a) A resolution; or

8-43      (b) A form prescribed by the Secretary of State,

8-44  setting forth which provisions of the articles of incorporation on file

8-45  with the Secretary of State are being altered or amended.

9-1  2.  If the certificate does not alter or amend the articles, it must

9-2  be signed by an officer of the corporation and state that he has been

9-3  authorized to execute the certificate by resolution of the board of

9-4  directors adopted on the date stated, and that the certificate correctly

9-5  sets forth the text of the articles of incorporation as amended to the

9-6  date of the certificate.

9-7  3.  The following may be omitted from the restated articles:

9-8  (a) The names, addresses, signatures and acknowledgments of

9-9  the incorporators;

9-10      (b) The names and addresses of the members of the past and

9-11  present boards of directors; and

9-12      (c) The name and address of the resident agent.

9-13      4.  Whenever a corporation is required to file a certified copy of

9-14  its articles, in lieu thereof it may file a certified copy of the most

9-15  recent certificate restating its articles as amended, subject to the

9-16  provisions of subsection 2, together with certified copies of all

9-17  certificates of amendment filed subsequent to the restated articles

9-18  and certified copies of all certificates supplementary to the original

9-19  articles.

9-20      Sec. 13.  NRS 78.580 is hereby amended to read as follows:

9-21      78.580  1.  If the board of directors of any corporation

9-22  organized under this chapter, after the issuance of stock or the

9-23  beginning of business, decides that the corporation should be

9-24  dissolved, the board may adopt a resolution to that effect. If the

9-25  corporation has issued no stock, only the directors need to approve

9-26  the dissolution. If the corporation has issued stock, the directors

9-27  must recommend the dissolution to the stockholders. The

9-28  corporation shall notify each stockholder entitled to vote on

9-29  dissolution , and the stockholders entitled to vote must approve the

9-30  dissolution.

9-31      2.  If the dissolution is approved by the directors or both the

9-32  directors and stockholders, as respectively provided in subsection 1,

9-33  the corporation shall file with the Office of the Secretary of State a

9-34  certificate signed by an officer of the corporation setting forth that

9-35  the dissolution has been approved by the directors, or by the

9-36  directors and the stockholders, and a list of the names and [post

9-37  office box or street] addresses, either residence or business, of the

9-38  corporation’s president, secretary and treasurer , or the equivalent

9-39  thereof, and all of its directors . [, certified by the president, or a

9-40  vice president, and the secretary, or an assistant secretary, in the

9-41  Office of the Secretary of State.]

9-42      Sec. 14.  NRS 78.622 is hereby amended to read as follows:

9-43      78.622  1.  If a corporation is under reorganization in a federal

9-44  court pursuant to title 11 of U.S.C., it may take any action necessary

9-45  to carry out any proceeding and do any act directed by the court

10-1  relating to reorganization, without further action by its directors or

10-2  stockholders. This authority may be exercised by:

10-3      (a) The trustee in bankruptcy appointed by the court;

10-4      (b) Officers of the corporation designated by the court; or

10-5      (c) Any other representative appointed by the court,

10-6  with the same effect as if exercised by the directors and stockholders

10-7  of the corporation.

10-8      2.  By filing a confirmed plan or order of reorganization,

10-9  certified by the bankruptcy court, with the Secretary of State, the

10-10  corporation may:

10-11     (a) Alter, amend or repeal its bylaws;

10-12     (b) Constitute or reconstitute and classify or reclassify its board

10-13  of directors;

10-14     (c) Name, constitute or appoint directors and officers in place of

10-15  or in addition to all or some of the directors or officers then in

10-16  office;

10-17     (d) Amend its articles of incorporation;

10-18     (e) Make any change in its authorized and issued stock;

10-19     (f) Make any other amendment, change, alteration or provision

10-20  authorized by this chapter; and

10-21     (g) Be dissolved, transfer all or part of its assets , or merge or

10-22  consolidate , or make any other change authorized by this chapter.

10-23     3.  In any action taken pursuant to subsections 1 and 2, a

10-24  stockholder has no right to demand payment for his stock.

10-25     4.  Any amendment of the articles of incorporation made

10-26  pursuant to subsection 2 must be signed under penalty of perjury by

10-27  the person authorized by the court and filed with the Secretary of

10-28  State. If the amendment is filed in accordance with the order of

10-29  reorganization, it becomes effective when it is filed unless otherwise

10-30  ordered by the court.

10-31     5.  Any filing with the Secretary of State pursuant to this

10-32  section must be accompanied by the appropriate fee, if any.

10-33     Sec. 15.  NRS 78.730 is hereby amended to read as follows:

10-34     78.730  1.  Any corporation which did exist or is existing

10-35  under the laws of this state may, upon complying with the

10-36  provisions of NRS 78.180, procure a renewal or revival of its charter

10-37  for any period, together with all the rights, franchises, privileges and

10-38  immunities, and subject to all its existing and preexisting debts,

10-39  duties and liabilities secured or imposed by its original charter and

10-40  amendments thereto, or existing charter, by filing:

10-41     (a) A certificate with the Secretary of State, which must set

10-42  forth:

10-43         (1) The name of the corporation, which must be the name of

10-44  the corporation at the time of the renewal or revival, or its name at

10-45  the time its original charter expired.

11-1          (2) The name of the person designated as the resident agent

11-2  of the corporation, his street address for the service of process, and

11-3  his mailing address if different from his street address.

11-4          (3) The date when the renewal or revival of the charter is to

11-5  commence or be effective, which may be, in cases of a revival,

11-6  before the date of the certificate.

11-7          (4) Whether or not the renewal or revival is to be perpetual,

11-8  and, if not perpetual, the time for which the renewal or revival is to

11-9  continue.

11-10         (5) That the corporation desiring to renew or revive its

11-11  charter is, or has been, organized and carrying on the business

11-12  authorized by its existing or original charter and amendments

11-13  thereto, and desires to renew or continue through revival its

11-14  existence pursuant to and subject to the provisions of this chapter.

11-15     (b) A list of its president, secretary and treasurer , or the

11-16  equivalent thereof, and all of its directors and their [post office box

11-17  or street] addresses, either residence or business.

11-18     2.  A corporation whose charter has not expired and is being

11-19  renewed shall cause the certificate to be signed by its president or

11-20  vice president and secretary or assistant secretary. The certificate

11-21  must be approved by a majority of the voting power of the shares.

11-22     3.  A corporation seeking to revive its original or amended

11-23  charter shall cause the certificate to be signed by a person or persons

11-24  designated or appointed by the stockholders of the corporation. The

11-25  execution and filing of the certificate must be approved by the

11-26  written consent of stockholders of the corporation holding at least a

11-27  majority of the voting power and must contain a recital that this

11-28  consent was secured. If no stock has been issued, the certificate

11-29  must contain a statement of that fact, and a majority of the directors

11-30  then in office may designate the person to sign the certificate. The

11-31  corporation shall pay to the Secretary of State the fee required to

11-32  establish a new corporation pursuant to the provisions of this

11-33  chapter.

11-34     4.  The filed certificate, or a copy thereof which has been

11-35  certified under the hand and seal of the Secretary of State, must be

11-36  received in all courts and places as prima facie evidence of the facts

11-37  therein stated and of the existence and incorporation of the

11-38  corporation therein named.

11-39     Sec. 16.  NRS 78.765 is hereby amended to read as follows:

11-40     78.765  1.  The fee for filing a certificate changing the number

11-41  of authorized shares pursuant to NRS 78.209 or a certificate of

11-42  amendment to articles of incorporation that increases the

11-43  corporation’s authorized stock or a certificate of correction that

11-44  increases the corporation’s authorized stock is the difference

11-45  between the fee computed at the rates specified in NRS 78.760 upon

12-1  the total authorized stock of the corporation, including the proposed

12-2  increase, and the fee computed at the rates specified in NRS 78.760

12-3  upon the total authorized capital, excluding the proposed increase.

12-4  In no case may the amount be less than $150.

12-5      2.  The fee for filing a certificate of amendment to articles of

12-6  incorporation that does not increase the corporation’s authorized

12-7  stock or a certificate of correction that does not increase the

12-8  corporation’s authorized stock is $150.

12-9      3.  The fee for filing a certificate or an amended certificate

12-10  pursuant to NRS 78.1955 is $150.

12-11     4.  The fee for filing a certificate of termination pursuant to

12-12  NRS [78.1955, 78.209 or] 78.209, 78.380 or 78.390 or a certificate

12-13  of withdrawal pursuant to NRS 78.1955 is $150.

12-14     Sec. 17.  Chapter 78A of NRS is hereby amended by adding

12-15  thereto a new section to read as follows:

12-16     1.  Each document filed with the Secretary of State pursuant

12-17  to this chapter must be on or accompanied by a form prescribed by

12-18  the Secretary of State.

12-19     2.  The Secretary of State may refuse to file a document which

12-20  does not comply with subsection 1 or which does not contain all of

12-21  the information required by statute for filing the document.

12-22     3.  If the information provided on the form prescribed by the

12-23  Secretary of State conflicts with any information provided on an

12-24  accompanying document that is being filed with the Secretary of

12-25  State, the Secretary of State may:

12-26     (a) File the document, in which case the information on the

12-27  document controls; or

12-28     (b) Refuse to file the document.

12-29     4.  The Secretary of State may by regulation provide for the

12-30  electronic filing of documents with the Office of the Secretary of

12-31  State.

12-32     Sec. 18.  Chapter 80 of NRS is hereby amended by adding

12-33  thereto the provisions set forth as sections 19 and 20 of this act.

12-34     Sec. 19.  1.  Each document filed with the Secretary of State

12-35  pursuant to this chapter must be on or accompanied by a form

12-36  prescribed by the Secretary of State.

12-37     2.  The Secretary of State may refuse to file a document which

12-38  does not comply with subsection 1 or which does not contain all of

12-39  the information required by statute for filing the document.

12-40     3.  If the information provided on the form prescribed by the

12-41  Secretary of State conflicts with any information provided on an

12-42  accompanying document that is being filed with the Secretary of

12-43  State, the Secretary of State may:

12-44     (a) File the document, in which case the information on the

12-45  document controls; or

13-1      (b) Refuse to file the document.

13-2      4.  The Secretary of State may by regulation provide for the

13-3  electronic filing of documents with the Office of the Secretary of

13-4  State.

13-5      Sec. 20.  1.  Except as otherwise provided in subsection 2, if

13-6  a foreign corporation applies to reinstate its charter but its name

13-7  has been legally reserved or acquired by another artificial person

13-8  formed, organized, registered or qualified pursuant to the

13-9  provisions of this title whose name is on file with the Office of the

13-10  Secretary of State or reserved in the Office of the Secretary of

13-11  State pursuant to the provisions of this title, the foreign

13-12  corporation must in its application for reinstatement submit in

13-13  writing to the Secretary of State some other name under which it

13-14  desires its existence to be reinstated. If that name is

13-15  distinguishable from all other names reserved or otherwise on file,

13-16  the Secretary of State shall issue to the applying foreign

13-17  corporation a certificate of reinstatement under that new name.

13-18     2.  If the applying foreign corporation submits the written,

13-19  acknowledged consent of the artificial person having a name, or

13-20  the person who has reserved a name, which is not distinguishable

13-21  from the old name of the applying foreign corporation or a new

13-22  name it has submitted, it may be reinstated under that name.

13-23     3.  For the purposes of this section, a proposed name is not

13-24  distinguishable from a name on file or reserved solely because one

13-25  or the other contains distinctive lettering, a distinctive mark, a

13-26  trademark or a trade name, or any combination thereof.

13-27     4.  The Secretary of State may adopt regulations that interpret

13-28  the requirements of this section.

13-29     Sec. 21.  NRS 80.005 is hereby amended to read as follows:

13-30     80.005  The Secretary of State may microfilm or image any

13-31  document which is filed in his office by a foreign corporation

13-32  pursuant to this chapter and may return the original document to the

13-33  corporation.

13-34     Sec. 22.  NRS 80.007 is hereby amended to read as follows:

13-35     80.007  1.  A foreign corporation may correct a document filed

13-36  by the Secretary of State if the document contains an incorrect

13-37  statement or was defectively executed, attested, sealed or verified.

13-38     2.  To correct a document, the corporation [shall:] must:

13-39     (a) Prepare a certificate of correction which:

13-40         (1) States the name of the corporation;

13-41         (2) Describes the document, including, without limitation, its

13-42  filing date;

13-43         (3) Specifies the [incorrect statement and the reason it is

13-44  incorrect or the manner in which the execution was defective;

14-1          (4) Corrects the incorrect statement or defective execution;]

14-2  inaccuracy or defect;

14-3          (4) Sets forth the inaccurate or defective portion of the

14-4  document in an accurate or corrected form; and

14-5          (5) Is signed by an officer of the corporation[; and] or, if no

14-6  stock has been issued by the corporation, by the incorporator or a

14-7  director of the corporation.

14-8      (b) Deliver the certificate to the Secretary of State for filing.

14-9      (c) Pay a filing fee of $150 to the Secretary of State.

14-10     3.  A certificate of correction is effective on the effective date

14-11  of the document it corrects except as to persons relying on the

14-12  uncorrected document and adversely affected by the correction. As

14-13  to those persons, the certificate is effective when filed.

14-14     Sec. 23.  NRS 80.010 is hereby amended to read as follows:

14-15     80.010  1.  Before commencing or doing any business in this

14-16  state, each corporation organized pursuant to the laws of another

14-17  state, territory, the District of Columbia, a possession of the United

14-18  States or a foreign country, that enters this state to do business must:

14-19     (a) File in the Office of the Secretary of State of this state:

14-20         (1) A certificate of corporate existence issued not more than

14-21  90 days before the date of filing by an authorized officer of the

14-22  jurisdiction of its incorporation setting forth the filing of documents

14-23  and instruments related to the articles of incorporation, or the

14-24  governmental acts or other instrument or authority by which the

14-25  corporation was created. If the certificate is in a language other than

14-26  English, a translation, together with the oath of the translator and his

14-27  attestation of its accuracy, must be attached to the certificate.

14-28         (2) A certificate of acceptance of appointment executed by

14-29  its resident agent, who must be a resident or located in this state.

14-30  The certificate must set forth the name of the resident agent, his

14-31  street address for the service of process, and his mailing address if

14-32  different from his street address. The street address of the resident

14-33  agent is the registered office of the corporation in this state.

14-34         (3) A statement executed by an officer of the corporation

14-35  setting forth:

14-36             (I) A general description of the purposes of the

14-37  corporation; and

14-38             (II) The authorized stock of the corporation and the

14-39  number and par value of shares having par value and the number of

14-40  shares having no par value.

14-41     (b) Lodge in the Office of the Secretary of State a copy of the

14-42  document most recently filed by the corporation in the jurisdiction

14-43  of its incorporation setting forth the authorized stock of the

14-44  corporation, the number of par-value shares and their par value, and

14-45  the number of no-par-value shares.

15-1      2.  The Secretary of State shall not file the documents required

15-2  by subsection 1 for any foreign corporation whose name is not

15-3  distinguishable on the records of the Secretary of State from the

15-4  names of all other artificial persons formed, organized, registered or

15-5  qualified pursuant to the provisions of this title that are on file in the

15-6  Office of the Secretary of State and all names that are reserved in

15-7  the Office of the Secretary of State pursuant to the provisions of this

15-8  title, unless the written, acknowledged consent of the holder of the

15-9  name on file or reserved name to use the same name or the

15-10  requested similar name accompanies the articles of incorporation.

15-11     3.  For the purposes of this section and NRS 80.012, a

15-12  proposed name is not distinguishable from a name on file or

15-13  reserved solely because one or the other names contains distinctive

15-14  lettering, a distinctive mark, a trademark or trade name, or any

15-15  combination thereof.

15-16     4.  The name of a foreign corporation whose charter has been

15-17  revoked, which has merged and is not the surviving entity or

15-18  whose existence has otherwise terminated is available for use by

15-19  any other artificial person.

15-20     5.  The Secretary of State shall not accept for filing the

15-21  documents required by subsection 1 or NRS 80.110 for any foreign

15-22  corporation if the name of the corporation contains the words

15-23  “engineer,” “engineered,” “engineering,” “professional engineer,”

15-24  “registered engineer” or “licensed engineer” unless the State Board

15-25  of Professional Engineers and Land Surveyors certifies that:

15-26     (a) The principals of the corporation are licensed to practice

15-27  engineering pursuant to the laws of this state; or

15-28     (b) The corporation is exempt from the prohibitions of

15-29  NRS 625.520.

15-30     [4.] 6. The Secretary of State shall not accept for filing the

15-31  documents required by subsection 1 or NRS 80.110 for any foreign

15-32  corporation if it appears from the documents that the business to be

15-33  carried on by the corporation is subject to supervision by the

15-34  Commissioner of Financial Institutions, unless the Commissioner

15-35  certifies that:

15-36     (a) The corporation has obtained the authority required to do

15-37  business in this state; or

15-38     (b) The corporation is not subject to or is exempt from the

15-39  requirements for obtaining such authority.

15-40     [5.] 7. The Secretary of State shall not accept for filing the

15-41  documents required by subsection 1 or NRS 80.110 for any foreign

15-42  corporation if the name of the corporation contains the words

15-43  “accountant,” “accounting,” “accountancy,” “auditor” or “auditing”

15-44  unless the Nevada State Board of Accountancy certifies that the

15-45  foreign corporation:

16-1      (a) Is registered pursuant to the provisions of chapter 628 of

16-2  NRS; or

16-3      (b) Has filed with the Nevada State Board of Accountancy

16-4  under penalty of perjury a written statement that the foreign

16-5  corporation is not engaged in the practice of accounting and is not

16-6  offering to practice accounting in this state.

16-7      [6.] 8. The Secretary of State may adopt regulations that

16-8  interpret the requirements of this section.

16-9      Sec. 24.  NRS 80.025 is hereby amended to read as follows:

16-10     80.025  1.  If a foreign corporation cannot qualify to do

16-11  business in this state because its name does not meet the

16-12  requirements of [subsection 2 or 3 of] NRS 80.010, it may apply for

16-13  a certificate to do business by having its board of directors adopt a

16-14  resolution setting forth the name under which the corporation elects

16-15  to do business in this state. The resolution may:

16-16     (a) Add to the existing corporate name a word, abbreviation or

16-17  other distinctive element; or

16-18     (b) Adopt a name different from its existing corporate name that

16-19  is available for use in this state.

16-20     2.  In addition to the documents required by subsection 1 of

16-21  NRS 80.010, the corporation shall file a resolution certifying the

16-22  adoption of the modified name.

16-23     3.  If the Secretary of State determines that the modified

16-24  corporate name complies with the provisions of [subsection 2 or 3]

16-25  of NRS 80.010, he shall issue the certificate in the foreign

16-26  corporation’s modified name if the foreign corporation otherwise

16-27  qualifies to do business in this state.

16-28     4.  A foreign corporation doing business in this state under a

16-29  modified corporate name approved by the Secretary of State shall

16-30  use the modified name in its dealings and communications with the

16-31  Secretary of State.

16-32     Sec. 25.  NRS 80.110 is hereby amended to read as follows:

16-33     80.110  1.  Each foreign corporation doing business in this

16-34  state shall, on or before the [first] last day of the [second] first

16-35  month after the filing of its certificate of corporate existence with

16-36  the Secretary of State, and annually thereafter on or before the last

16-37  day of the month in which the anniversary date of its qualification to

16-38  do business in this state occurs in each year, file with the Secretary

16-39  of State a list, on a form furnished by him, that contains:

16-40     (a) The names and addresses, either residence or business, of

16-41  its president, secretary and treasurer , or [their equivalent ,] the

16-42  equivalent thereof, and all of its directors;

16-43     (b) A designation of its resident agent in this state; and

16-44     (c) The signature of an officer of the corporation.

17-1  Each list filed pursuant to this subsection must be accompanied by a

17-2  declaration under penalty of perjury that the foreign corporation has

17-3  complied with the provisions of chapter 364A of NRS[.] and which

17-4  acknowledges that pursuant to NRS 239.330 it is a category C

17-5  felony to knowingly offer any false or forged instrument for filing

17-6  with the Office of the Secretary of State.

17-7      2.  Upon filing:

17-8      (a) The initial list required by subsection 1, the corporation shall

17-9  pay to the Secretary of State a fee of $165.

17-10     (b) Each annual list required by subsection 1, the corporation

17-11  shall pay to the Secretary of State a fee of $85.

17-12     3.  The Secretary of State shall, 60 days before the last day for

17-13  filing each annual list required by subsection 1, cause to be mailed

17-14  to each corporation which is required to comply with the provisions

17-15  of NRS 80.110 to 80.170, inclusive, and which has not become

17-16  delinquent, the blank forms to be completed and filed with him.

17-17  Failure of any corporation to receive the forms does not excuse it

17-18  from the penalty imposed by the provisions of NRS 80.110 to

17-19  80.170, inclusive.

17-20     4.  An annual list for a corporation not in default which is

17-21  received by the Secretary of State more than [60] 90 days before its

17-22  due date shall be deemed an amended list for the previous year and

17-23  does not satisfy the requirements of subsection 1 for the year to

17-24  which the due date is applicable.

17-25     Sec. 26.  NRS 80.120 is hereby amended to read as follows:

17-26     80.120  If a corporation has filed the initial or annual list in

17-27  compliance with NRS 80.110 and has paid the appropriate fee for

17-28  the filing, the cancelled check or other proof of payment received

17-29  by the corporation constitutes a certificate authorizing it to transact

17-30  its business within this state until the last day of the month in which

17-31  the anniversary of its qualification to transact business occurs in the

17-32  next succeeding calendar year. [If the corporation desires a formal

17-33  certificate upon its payment of the initial or annual fee, its payment

17-34  must be accompanied by a self-addressed, stamped envelope.]

17-35     Sec. 27.  NRS 80.140 is hereby amended to read as follows:

17-36     80.140  1.  [Every] Each list required to be filed under the

17-37  provisions of NRS 80.110 to 80.170, inclusive, must, after the name

17-38  of each officer and director listed thereon, set forth the [post office

17-39  box or street] address, either residence or business, of each officer

17-40  and director.

17-41     2.  If the addresses are not stated for each person on any list

17-42  offered for filing, the Secretary of State may refuse to file the list,

17-43  and the corporation for which the list has been offered for filing is

17-44  subject to all the provisions of NRS 80.110 to 80.170, inclusive,

17-45  relating to failure to file the list within or at the times therein

18-1  specified, unless a list is subsequently submitted for filing which

18-2  conforms to the provisions of this section.

18-3      Sec. 28.  NRS 80.150 is hereby amended to read as follows:

18-4      80.150  1.  Any corporation required to make a filing and pay

18-5  the fee prescribed in NRS 80.110 to 80.170, inclusive, which refuses

18-6  or neglects to do so within the time provided[,] is in default.

18-7      2.  For default there must be added to the amount of the fee a

18-8  penalty of $50, and unless the filing is made and the fee and penalty

18-9  are paid on or before the [first day of the ninth month following the

18-10  month] last day of the month in which the anniversary date of

18-11  incorporation occurs in which filing was required, the defaulting

18-12  corporation by reason of its default forfeits its right to transact any

18-13  business within this state. The fee and penalty must be collected as

18-14  provided in this chapter.

18-15     Sec. 29.  NRS 80.160 is hereby amended to read as follows:

18-16     80.160  1.  The Secretary of State shall notify, by [letter

18-17  addressed] providing written notice to its resident agent, each

18-18  corporation deemed in default pursuant to NRS 80.150. The written

18-19  notice [must be accompanied by] :

18-20     (a) Must include a statement indicating the amount of the filing

18-21  fee, penalties incurred and costs remaining unpaid.

18-22     (b) At the request of the resident agent, may be provided

18-23  electronically.

18-24     2.  Immediately after the [first day of the ninth month following

18-25  the month in which filing was required,] last day of the month in

18-26  which the anniversary date of incorporation occurs, the Secretary

18-27  of State shall compile a [full and] complete list containing the names

18-28  of all corporations whose right to [do] transact business has been

18-29  forfeited.

18-30     3.  The Secretary of State shall notify, by [letter addressed]

18-31  providing written notice to its resident agent, each corporation

18-32  specified in subsection 2 of the forfeiture of its right to do business.

18-33  The written notice [must be accompanied by] :

18-34     (a) Must include a statement indicating the amount of the filing

18-35  fee, penalties incurred and costs remaining unpaid.

18-36     (b) At the request of the resident agent, may be provided

18-37  electronically.

18-38     Sec. 30.  NRS 80.170 is hereby amended to read as follows:

18-39     80.170  1.  Except as otherwise provided in subsections 3 and

18-40  4, the Secretary of State shall reinstate a corporation which has

18-41  forfeited or which forfeits its right to transact business under the

18-42  provisions of this chapter and shall restore to the corporation its

18-43  right to transact business in this state, and to exercise its corporate

18-44  privileges and immunities , if it:

19-1      (a) Files with the Secretary of State a list as provided in NRS

19-2  80.110 and 80.140; and

19-3      (b) Pays to the Secretary of State:

19-4          (1) The filing fee and penalty set forth in NRS 80.110 and

19-5  80.150 for each year or portion thereof that its right to transact

19-6  business was forfeited; [and]

19-7          (2) A fee of $200 for reinstatement[.] ; and

19-8          (3) Any applicable fee pursuant to NRS 78.785.

19-9      2.  If payment is made and the Secretary of State reinstates the

19-10  corporation to its former rights, he shall[:

19-11     (a) Immediately issue and deliver to the corporation so

19-12  reinstated a certificate of reinstatement authorizing it to transact

19-13  business in the same manner as if the filing fee had been paid when

19-14  due; and

19-15     (b) Upon demand,] issue to the corporation [one or more

19-16  certified copies of the] a certificate of reinstatement.

19-17     3.  The Secretary of State shall not order a reinstatement unless

19-18  all delinquent fees and penalties have been paid[,] and the

19-19  revocation of the right to transact business occurred only by reason

19-20  of failure to pay the fees and penalties.

19-21     4.  If the right of a corporation to transact business in this state

19-22  has been forfeited pursuant to the provisions of NRS 80.160 and has

19-23  remained forfeited for a period of 5 consecutive years, the right is

19-24  not subject to reinstatement.

19-25     Sec. 31.  Chapter 81 of NRS is hereby amended by adding

19-26  thereto the provisions set forth as sections 32 and 33 of this act.

19-27     Sec. 32.  1.  Each document filed with the Secretary of State

19-28  pursuant to this chapter must be on or accompanied by a form

19-29  prescribed by the Secretary of State.

19-30     2.  The Secretary of State may refuse to file a document which

19-31  does not comply with subsection 1 or which does not contain all of

19-32  the information required by statute for filing the document.

19-33     3.  If the information provided on the form prescribed by the

19-34  Secretary of State conflicts with any information provided on an

19-35  accompanying document that is being filed with the Secretary of

19-36  State, the Secretary of State may:

19-37     (a) File the document, in which case the information on the

19-38  document controls; or

19-39     (b) Refuse to file the document.

19-40     4.  The Secretary of State may by regulation provide for the

19-41  electronic filing of documents with the Office of the Secretary of

19-42  State.

19-43     Sec. 33.  1.  A nonprofit cooperative corporation, a

19-44  cooperative association, a charitable organization or any other

19-45  entity formed under the provisions of this chapter may correct a

20-1  document filed by the Secretary of State with respect to the entity if

20-2  the document contains an inaccurate record of an action

20-3  described in the document or was defectively executed, attested,

20-4  sealed, verified or acknowledged.

20-5      2.  To correct a document, the entity must:

20-6      (a) Prepare a certificate of correction which:

20-7          (1) States the name of the entity;

20-8          (2) Describes the document, including, without limitation,

20-9  its filing date;

20-10         (3) Specifies the inaccuracy or defect;

20-11         (4) Sets forth the inaccurate or defective portion of the

20-12  document in an accurate or corrected form; and

20-13         (5) Is signed by an officer of the entity or, if the certificate

20-14  is filed before the first meeting of the board of directors, by an

20-15  incorporator or director.

20-16     (b) Deliver the certificate to the Secretary of State for filing.

20-17     (c) Pay a filing fee of $25 to the Secretary of State.

20-18     3.  A certificate of correction is effective on the effective date

20-19  of the document it corrects except as to persons relying on the

20-20  uncorrected document and adversely affected by the correction. As

20-21  to those persons, the certificate is effective when filed.

20-22     Sec. 34.  NRS 81.200 is hereby amended to read as follows:

20-23     81.200  1.  [Every] Each association formed under NRS

20-24  81.170 to 81.270, inclusive, shall prepare articles of association in

20-25  writing, setting forth:

20-26     (a) The name of the association.

20-27     (b) The purpose for which it is formed.

20-28     (c) The name of the person designated as the resident agent, the

20-29  street address for service of process, and the mailing address if

20-30  different from the street address.

20-31     (d) The term for which it is to exist, which may be perpetual.

20-32     (e) The [number of the directors thereof, and the] names and

20-33  [residences of those] addresses, either residence or business, of the

20-34  directors selected for the first year.

20-35     (f) The amount which each member is to pay upon admission as

20-36  a fee for membership, and that each member signing the articles has

20-37  actually paid the fee.

20-38     (g) That the interest and right of each member therein is to be

20-39  equal.

20-40     (h) The name and [post office box or street] address, either

20-41  residence or business, of each of the persons executing the articles

20-42  of association.

20-43     2.  The articles of association must be subscribed by the

20-44  original associates or members.

21-1      3.  The articles so subscribed must be filed, together with a

21-2  certificate of acceptance of appointment executed by the resident

21-3  agent for the association, in the Office of the Secretary of State, who

21-4  shall furnish a certified copy thereof. From the time of the filing in

21-5  the Office of the Secretary of State, the association may exercise all

21-6  the powers for which it was formed.

21-7      Sec. 35.  Chapter 82 of NRS is hereby amended by adding

21-8  thereto the provisions set forth as sections 36 to 44, inclusive, of this

21-9  act.

21-10     Sec. 36.  1.  Each document filed with the Secretary of State

21-11  pursuant to this chapter must be on or accompanied by a form

21-12  prescribed by the Secretary of State.

21-13     2.  The Secretary of State may refuse to file a document which

21-14  does not comply with subsection 1 or which does not contain all of

21-15  the information required by statute for filing the document.

21-16     3.  If the information provided on the form prescribed by the

21-17  Secretary of State conflicts with any information provided on an

21-18  accompanying document that is being filed with the Secretary of

21-19  State, the Secretary of State may:

21-20     (a) File the document, in which case the information on the

21-21  document controls; or

21-22     (b) Refuse to file the document.

21-23     4.  The Secretary of State may by regulation provide for the

21-24  electronic filing of documents with the Office of the Secretary of

21-25  State.

21-26     Sec. 37.  1.  A corporation may correct a document filed by

21-27  the Secretary of State with respect to the corporation if the

21-28  document contains an inaccurate record of a corporate action

21-29  described in the document or was defectively executed, attested,

21-30  sealed, verified or acknowledged.

21-31     2.  To correct a document, the corporation must:

21-32     (a) Prepare a certificate of correction which:

21-33         (1) States the name of the corporation;

21-34         (2) Describes the document, including, without limitation,

21-35  its filing date;

21-36         (3) Specifies the inaccuracy or defect;

21-37         (4) Sets forth the inaccurate or defective portion of the

21-38  document in an accurate or corrected form; and

21-39         (5) Is signed by an officer of the corporation or, if the

21-40  certificate is filed before the first meeting of the board of directors,

21-41  by an incorporator or director.

21-42     (b) Deliver the certificate to the Secretary of State for filing.

21-43     (c) Pay a filing fee of $25 to the Secretary of State.

21-44     3.  A certificate of correction is effective on the effective date

21-45  of the document it corrects except as to persons relying on the

22-1  uncorrected document and adversely affected by the correction. As

22-2  to those persons, the certificate is effective when filed.

22-3      Sec. 38.  1.  Each foreign nonprofit corporation doing

22-4  business in this state shall, on or before the last day of the first

22-5  month after the filing of its application for registration as a

22-6  foreign nonprofit corporation with the Secretary of State, and

22-7  annually thereafter on or before the last day of the month in

22-8  which the anniversary date of its qualification to do business in

22-9  this state occurs in each year, file with the Secretary of State a list,

22-10  on a form furnished by him, that contains:

22-11     (a) The name of the foreign nonprofit corporation;

22-12     (b) The file number of the foreign nonprofit corporation, if

22-13  known;

22-14     (c) The names and titles of the president, secretary and

22-15  treasurer, or the equivalent thereof, and all of the directors of the

22-16  foreign nonprofit corporation;

22-17     (d) The address, either residence or business, of the president,

22-18  secretary and treasurer, or the equivalent thereof, and each officer

22-19  and director of the foreign nonprofit corporation;

22-20     (e) The name and street address of its resident agent in this

22-21  state; and

22-22     (f) The signature of an officer of the foreign nonprofit

22-23  corporation certifying that the list is true, complete and accurate.

22-24     2.  Each list filed pursuant to this section must be

22-25  accompanied by a declaration under penalty of perjury that the

22-26  foreign nonprofit corporation:

22-27     (a) Has complied with the provisions of chapter 364A of NRS;

22-28  and

22-29     (b) Acknowledges that pursuant to NRS 239.330 it is a

22-30  category C felony to knowingly offer any false or forged

22-31  instrument for filing with the Office of the Secretary of State.

22-32     3.  Upon filing the initial list and each annual list pursuant to

22-33  this section, the foreign nonprofit corporation must pay to the

22-34  Secretary of State a fee of $15.

22-35     4.  The Secretary of State shall, 60 days before the last day for

22-36  filing each annual list, cause to be mailed to each foreign

22-37  nonprofit corporation which is required to comply with the

22-38  provisions of sections 38 to 44, inclusive, of this act, and which

22-39  has not become delinquent, the blank forms to be completed and

22-40  filed with him. Failure of any foreign nonprofit corporation to

22-41  receive the forms does not excuse it from the penalty imposed by

22-42  the provisions of sections 38 to 44, inclusive, of this act.

22-43     5.  An annual list for a foreign nonprofit corporation not in

22-44  default that is received by the Secretary of State more than 90 days

22-45  before its due date shall be deemed an amended list for the

23-1  previous year and does not satisfy the requirements of subsection 1

23-2  for the year to which the due date is applicable.

23-3      Sec. 39.  If a foreign nonprofit corporation has filed the

23-4  initial or annual list in compliance with section 38 of this act and

23-5  has paid the appropriate fee for the filing, the cancelled check or

23-6  other proof of payment received by the foreign nonprofit

23-7  corporation constitutes a certificate authorizing it to transact its

23-8  business within this state until the last day of the month in which

23-9  the anniversary of its qualification to transact business occurs in

23-10  the next succeeding calendar year.

23-11     Sec. 40.  1.  Each list required to be filed under the

23-12  provisions of sections 38 to 44, inclusive, of this act must, after the

23-13  name of each officer listed thereon, set forth the address, either

23-14  residence or business, of each officer.

23-15     2.  If the addresses are not stated for each person on any list

23-16  offered for filing, the Secretary of State may refuse to file the list,

23-17  and the foreign nonprofit corporation for which the list has been

23-18  offered for filing is subject to all the provisions of sections 38 to

23-19  44, inclusive, of this act relating to failure to file the list within or

23-20  at the times therein specified, unless a list is subsequently

23-21  submitted for filing which conforms to the provisions of this

23-22  section.

23-23     Sec. 41.  1.  Each foreign nonprofit corporation required to

23-24  make a filing and pay the fee prescribed in sections 38 to 44,

23-25  inclusive, of this act that refuses or neglects to do so within the

23-26  time provided is in default.

23-27     2.  For default there must be added to the amount of the fee a

23-28  penalty of $5, and unless the filing is made and the fee and penalty

23-29  are paid on or before the last day of the month in which the

23-30  anniversary date of the foreign nonprofit corporation occurs, the

23-31  defaulting foreign nonprofit corporation forfeits its right to

23-32  transact any business within this state. The fee and penalty must

23-33  be collected as provided in this chapter.

23-34     Sec. 42.  1.  The Secretary of State shall notify, by providing

23-35  written notice to its resident agent, each foreign nonprofit

23-36  corporation deemed in default pursuant to section 41 of this act.

23-37  The written notice:

23-38     (a) Must include a statement indicating the amount of the

23-39  filing fee, penalties incurred and costs remaining unpaid.

23-40     (b) At the request of the resident agent, may be provided

23-41  electronically.

23-42     2.  Immediately after the last day of the month in which the

23-43  anniversary date of incorporation occurs, the Secretary of State

23-44  shall compile a complete list containing the names of all foreign

24-1  nonprofit corporations whose right to transact business has been

24-2  forfeited.

24-3      3.  The Secretary of State shall notify, by providing written

24-4  notice to its resident agent, each foreign nonprofit corporation

24-5  specified in subsection 2 of the forfeiture of its right to transact

24-6  business. The written notice:

24-7      (a) Must include a statement indicating the amount of the

24-8  filing fee, penalties incurred and costs remaining unpaid.

24-9      (b) At the request of the resident agent, may be provided

24-10  electronically.

24-11     Sec. 43.  1.  Except as otherwise provided in subsections 3

24-12  and 4, the Secretary of State shall reinstate a foreign nonprofit

24-13  corporation which has forfeited or which forfeits its right to

24-14  transact business pursuant to the provisions of sections 38 to 44,

24-15  inclusive, of this act and restore to the foreign nonprofit

24-16  corporation its right to transact business in this state, and to

24-17  exercise its corporate privileges and immunities, if it:

24-18     (a) Files with the Secretary of State a list as provided in

24-19  sections 38 and 40 of this act; and

24-20     (b) Pays to the Secretary of State:

24-21         (1) The filing fee and penalty set forth in sections 38 and 41

24-22  of this act for each year or portion thereof that its right to transact

24-23  business was forfeited;

24-24         (2) A fee of $25 for reinstatement; and

24-25         (3) Any applicable fee pursuant to NRS 82.531.

24-26     2.  If payment is made and the Secretary of State reinstates the

24-27  foreign nonprofit corporation, the Secretary of State shall issue to

24-28  the foreign nonprofit corporation a certificate of reinstatement.

24-29     3.  The Secretary of State shall not order a reinstatement

24-30  unless all delinquent fees and penalties have been paid and the

24-31  revocation of the right to transact business occurred only by

24-32  reason of failure to pay the fees and penalties.

24-33     4.  If the right of a foreign nonprofit corporation to transact

24-34  business in this state has been forfeited pursuant to the provisions

24-35  of section 42 of this act and has remained forfeited for a period of

24-36  5 consecutive years, the right to transact business must not be

24-37  reinstated.

24-38     Sec. 44.  1.  Except as otherwise provided in subsection 2, if

24-39  a foreign nonprofit corporation applies to reinstate its charter but

24-40  its name has been legally reserved or acquired by another artificial

24-41  person formed, organized, registered or qualified pursuant to the

24-42  provisions of this title and that name is on file with the Office of

24-43  the Secretary of State or reserved in the Office of the Secretary of

24-44  State pursuant to the provisions of this title, the foreign nonprofit

24-45  corporation must in its application for reinstatement submit in

25-1  writing to the Secretary of State some other name under which it

25-2  desires its existence to be reinstated. If that name is

25-3  distinguishable from all other names reserved or otherwise on file,

25-4  the Secretary of State shall issue to the applying foreign nonprofit

25-5  corporation a certificate of reinstatement under that new name.

25-6      2.  If the applying foreign nonprofit corporation submits the

25-7  written, acknowledged consent of the artificial person having a

25-8  name, or who has reserved a name, which is not distinguishable

25-9  from the old name of the applying foreign nonprofit corporation

25-10  or a new name it has submitted, it may be reinstated under that

25-11  name.

25-12     3.  For the purposes of this section, a proposed name is not

25-13  distinguishable from a name on file or reserved solely because one

25-14  or the other contains distinctive lettering, a distinctive mark, a

25-15  trademark or a trade name, or any combination thereof.

25-16     4.  The Secretary of State may adopt regulations that interpret

25-17  the requirements of this section.

25-18     Sec. 45.  NRS 82.106 is hereby amended to read as follows:

25-19     82.106  1.  The Secretary of State shall not accept for filing

25-20  pursuant to this chapter any articles of incorporation or any

25-21  certificate of amendment of articles of incorporation of any

25-22  corporation formed or existing pursuant to this chapter if the name

25-23  of the corporation contains the words “trust,” “engineer,”

25-24  “engineered,” “engineering,” “professional engineer” or “licensed

25-25  engineer.”

25-26     2.  The Secretary of State shall not accept for filing any articles

25-27  of incorporation or any certificate of amendment of articles of

25-28  incorporation of any corporation formed or existing under this

25-29  chapter when it appears from the articles or the certificate of

25-30  amendment that the business to be carried on by the corporation is

25-31  subject to supervision by the Commissioner of Insurance.

25-32     3.  The Secretary of State shall not accept for filing pursuant to

25-33  this chapter any articles of incorporation or any certificate of

25-34  amendment of articles of incorporation of any corporation formed or

25-35  existing pursuant to this chapter if the name of the corporation

25-36  contains the words “accountant,” “accounting,” “accountancy,”

25-37  “auditor” or “auditing.”

25-38     4.  The Secretary of State shall not accept for filing any

25-39  articles of incorporation or any certificate of amendment of

25-40  articles of incorporation of any corporation formed or existing

25-41  pursuant to the laws of this state which provides that the name of

25-42  the corporation contains the words “unit-owners’ association” or

25-43  “homeowners’ association” or if it appears in the articles of

25-44  incorporation or certificate of amendment that the purpose of the

25-45  corporation is to operate as a unit-owners’ association pursuant to

26-1  chapter 116 of NRS unless the Administrator of the Real Estate

26-2  Division of the Department of Business and Industry certifies that

26-3  the corporation has:

26-4      (a) Registered with the Ombudsman for Owners in Common-

26-5  Interest Communities pursuant to NRS 116.31158; and

26-6      (b) Paid to the Administrator of the Real Estate Division the

26-7  fees required pursuant to NRS 116.31155.

26-8      Sec. 46.  NRS 82.193 is hereby amended to read as follows:

26-9      82.193  1.  A corporation shall have a resident agent in the

26-10  manner provided in NRS 78.090, 78.095, 78.097 and 78.110. The

26-11  resident agent and the corporation shall comply with the provisions

26-12  of those sections.

26-13     2.  If a corporation that is a unit-owners’ association as

26-14  defined in NRS 116.110315 fails to register pursuant to NRS

26-15  116.31158 or fails to pay the fees pursuant to NRS 116.31155, the

26-16  corporation shall be deemed to be in default. Upon notification

26-17  from the Administrator of the Real Estate Division of the

26-18  Department of Business and Industry that the corporation has

26-19  registered pursuant to NRS 116.31158 and paid the fees pursuant

26-20  to NRS 116.31155, the Secretary of State shall reinstate the

26-21  corporation if the corporation complies with the requirements for

26-22  reinstatement as provided in this section and NRS 78.150 to

26-23  78.185, inclusive.

26-24     3.  A corporation is subject to the provisions of NRS 78.150 to

26-25  78.185, inclusive, except that:

26-26     (a) The fee for filing a list is $15;

26-27     (b) The penalty added for default is $5; and

26-28     (c) The fee for reinstatement is $25.

26-29     Sec. 47.  NRS 82.356 is hereby amended to read as follows:

26-30     82.356  1.  [Every] Each amendment adopted pursuant to the

26-31  provisions of NRS 82.351 must be made in the following manner:

26-32     (a) The board of directors must adopt a resolution setting forth

26-33  the amendment proposed, approve it and, if the corporation has

26-34  members entitled to vote on an amendment to the articles, call a

26-35  meeting, either annual or special, of the members. The amendment

26-36  must also be approved by [every] each public official or other

26-37  person whose approval of an amendment of articles is required by

26-38  the articles.

26-39     (b) At the meeting of members, of which notice must be given

26-40  to each member entitled to vote pursuant to the provisions of this

26-41  section, a vote of the members entitled to vote in person or by proxy

26-42  must be taken for and against the proposed amendment. A majority

26-43  of a quorum of the voting power of the members or such greater

26-44  proportion of the voting power of members as may be required in

27-1  the case of a vote by classes, as provided in subsection 3, or as may

27-2  be required by the articles, must vote in favor of the amendment.

27-3      (c) Upon approval of the amendment by the directors, or if the

27-4  corporation has members entitled to vote on an amendment to the

27-5  articles, by both the directors and those members, and such other

27-6  persons or public officers, if any, as are required to do so by the

27-7  articles, [the chairman of the board or the president or vice

27-8  president, and the secretary or assistant secretary,] an officer of the

27-9  corporation must execute a certificate setting forth the amendment,

27-10  or setting forth the articles as amended, that the public officers or

27-11  other persons, if any, required by the articles have approved the

27-12  amendment, and the vote of the members and directors by which the

27-13  amendment was adopted.

27-14     (d) The certificate so executed must be filed in the Office of the

27-15  Secretary of State.

27-16     2.  Upon filing the certificate, the articles of incorporation are

27-17  amended accordingly.

27-18     3.  If any proposed amendment would alter or change any

27-19  preference or any relative or other right given to any class of

27-20  members, then the amendment must be approved by the vote, in

27-21  addition to the affirmative vote otherwise required, of the holders of

27-22  a majority of a quorum of the voting power of each class of

27-23  members affected by the amendment regardless of limitations or

27-24  restrictions on their voting power.

27-25     4.  In the case of any specified amendments, the articles may

27-26  require a larger vote of members than that required by this section.

27-27     Sec. 48.  NRS 82.451 is hereby amended to read as follows:

27-28     82.451  1.  A corporation may be dissolved and its affairs

27-29  wound up voluntarily if the board of directors adopts a resolution to

27-30  that effect and calls a meeting of the members entitled to vote to

27-31  take action upon the resolution. The resolution must also be

27-32  approved by any person or superior organization whose approval is

27-33  required by a provision of the articles authorized by NRS 82.091.

27-34  The meeting of the members must be held with due notice. If at the

27-35  meeting the members entitled to exercise a majority of all the voting

27-36  power consent by resolution to the dissolution, a certificate signed

27-37  by an officer of the corporation setting forth that the dissolution has

27-38  been approved in compliance with this section, together with a list

27-39  of the names and [residences] addresses, either residence or

27-40  business, of the [directors and officers, executed by the chairman of

27-41  the board, president or vice president, and the secretary or an

27-42  assistant secretary,] president, secretary and treasurer, or the

27-43  equivalent thereof, and all of the directors of the corporation, must

27-44  be filed in the Office of the Secretary of State.

28-1      2.  If a corporation has no members entitled to vote upon a

28-2  resolution calling for the dissolution of the corporation, the

28-3  corporation may be dissolved and its affairs wound up voluntarily

28-4  by the board of directors if it adopts a resolution to that effect. The

28-5  resolution must also be approved by any person or superior

28-6  organization whose approval is required by a provision of the

28-7  articles authorized by NRS 82.091. A certificate setting forth that

28-8  the dissolution has been approved in compliance with this section

28-9  and a list of the officers and directors, [executed] signed as provided

28-10  in subsection 1, must be filed in the Office of the Secretary of State.

28-11     3.  Upon the dissolution of any corporation under the provisions

28-12  of this section or upon the expiration of its period of corporate

28-13  existence, the directors are the trustees of the corporation in

28-14  liquidation and in winding up the affairs of the corporation. The act

28-15  of a majority of the directors as trustees remaining in office is the

28-16  act of the directors as trustees.

28-17     Sec. 49.  NRS 82.526 is hereby amended to read as follows:

28-18     82.526  The Secretary of State may microfilm or image any

28-19  document which is filed in his office by a corporation pursuant to

28-20  this chapter and may return the original document to the

28-21  corporation.

28-22     Sec. 50.  Chapter 84 of NRS is hereby amended by adding

28-23  thereto the provisions set forth as sections 51 and 52 of this act.

28-24     Sec. 51.  1.  Each document filed with the Secretary of State

28-25  pursuant to this chapter must be on or accompanied by a form

28-26  prescribed by the Secretary of State.

28-27     2.  The Secretary of State may refuse to file a document which

28-28  does not comply with subsection 1 or which does not contain all of

28-29  the information required by statute for filing the document.

28-30     3.  If the information provided on the form prescribed by the

28-31  Secretary of State conflicts with any information provided on an

28-32  accompanying document that is being filed with the Secretary of

28-33  State, the Secretary of State may:

28-34     (a) File the document, in which case the information on the

28-35  document controls; or

28-36     (b) Refuse to file the document.

28-37     4.  The Secretary of State may by regulation provide for the

28-38  electronic filing of documents with the Office of the Secretary of

28-39  State.

28-40     Sec. 52.  1.  A corporation sole may correct a document filed

28-41  by the Secretary of State with respect to the corporation sole if the

28-42  document contains an inaccurate record of an action of the

28-43  corporation sole described in the document or was defectively

28-44  executed, attested, sealed, verified or acknowledged.

28-45     2.  To correct a document, the corporation sole must:

29-1      (a) Prepare a certificate of correction which:

29-2          (1) States the name of the corporation sole;

29-3          (2) Describes the document, including, without limitation,

29-4  its filing date;

29-5          (3) Specifies the inaccuracy or defect;

29-6          (4) Sets forth the inaccurate or defective portion of the

29-7  document in an accurate or corrected form; and

29-8          (5) Is signed by an archbishop, bishop, president, trustee in

29-9  trust, president of stake, president of congregation, overseer,

29-10  presiding elder, district superintendent or other presiding officer

29-11  or clergyman of a church, religious society or denomination, who

29-12  has been chosen, elected or appointed in conformity with the

29-13  constitution, canons, rites, regulations or discipline of the church,

29-14  religious society or denomination, and in whom is vested the legal

29-15  title to the property held for the purpose, use or benefit of the

29-16  church or religious society or denomination.

29-17     (b) Deliver the certificate to the Secretary of State for filing.

29-18     (c) Pay a filing fee of $25 to the Secretary of State.

29-19     3.  A certificate of correction is effective on the effective date

29-20  of the document it corrects except as to persons relying on the

29-21  uncorrected document and adversely affected by the correction. As

29-22  to those persons, the certificate is effective when filed.

29-23     Sec. 53.  NRS 84.140 is hereby amended to read as follows:

29-24     84.140  1.  The Secretary of State shall notify, by [letter

29-25  addressed] providing written notice to its resident agent, each

29-26  corporation sole deemed in default pursuant to the provisions of this

29-27  chapter. The notice [must be accompanied by] :

29-28     (a) Must include a statement indicating the amount of the filing

29-29  fee, penalties incurred and costs remaining unpaid.

29-30     (b) At the request of the resident agent, may be provided

29-31  electronically.

29-32     2.  [On the first day of the ninth month following the month in

29-33  which the filing was required, the charter of the corporation sole is

29-34  revoked and its right to transact business is forfeited.

29-35     3.  The] Immediately after the last day of the month in which

29-36  the anniversary date of incorporation occurs, the Secretary of State

29-37  shall compile a complete list containing the names of all

29-38  corporations sole whose right to [do] transact business has been

29-39  forfeited.

29-40     3.  The Secretary of State shall forthwith notify, by [letter

29-41  addressed] providing written notice to its resident agent, each [such]

29-42  corporation specified in subsection 2 of the forfeiture of its charter.

29-43  The written notice [must be accompanied by] :

29-44     (a) Must include a statement indicating the amount of the filing

29-45  fee, penalties incurred and costs remaining unpaid.

30-1      (b) At the request of the resident agent, may be provided

30-2  electronically.

30-3      Sec. 54.  Chapter 86 of NRS is hereby amended by adding

30-4  thereto the provisions set forth as sections 55 to 62, inclusive, of this

30-5  act.

30-6      Sec. 55.  1.  Each document filed with the Secretary of State

30-7  pursuant to this chapter must be on or accompanied by a form

30-8  prescribed by the Secretary of State.

30-9      2.  The Secretary of State may refuse to file a document which

30-10  does not comply with subsection 1 or which does not contain all of

30-11  the information required by statute for filing the document.

30-12     3.  If the information provided on the form prescribed by the

30-13  Secretary of State conflicts with any information provided on an

30-14  accompanying document that is being filed with the Secretary of

30-15  State, the Secretary of State may:

30-16     (a) File the document, in which case the information on the

30-17  document controls; or

30-18     (b) Refuse to file the document.

30-19     4.  The Secretary of State may by regulation provide for the

30-20  electronic filing of documents with the Office of the Secretary of

30-21  State.

30-22     Sec. 56.  1.  Each foreign limited-liability company doing

30-23  business in this state shall, on or before the last day of the first

30-24  month after the filing of its application for registration as a

30-25  foreign limited-liability company with the Secretary of State, and

30-26  annually thereafter on or before the last day of the month in

30-27  which the anniversary date of its qualification to do business in

30-28  this state occurs in each year, file with the Secretary of State a list

30-29  on a form furnished by him that contains:

30-30     (a) The name of the foreign limited-liability company;

30-31     (b) The file number of the foreign limited-liability company, if

30-32  known;

30-33     (c) The names and titles of all its managers or, if there is no

30-34  manager, all of its managing members;

30-35     (d) The address, either residence or business, of each manager

30-36  or managing member listed pursuant to paragraph (c);

30-37     (e) The name and street address of its resident agent in this

30-38  state; and

30-39     (f) The signature of a manager or managing member of the

30-40  foreign limited-liability company certifying that the list is true,

30-41  complete and accurate.

30-42     2.  Each list filed pursuant to this section must be

30-43  accompanied by a declaration under penalty of perjury that the

30-44  foreign limited-liability company:

31-1      (a) Has complied with the provisions of chapter 364A of NRS;

31-2  and

31-3      (b) Acknowledges that pursuant to NRS 239.330 it is a

31-4  category C felony to knowingly offer any false or forged

31-5  instrument for filing with the Office of the Secretary of State.

31-6      3.  Upon filing:

31-7      (a) The initial list required by this section, the foreign limited-

31-8  liability company shall pay to the Secretary of State a fee of $165.

31-9      (b) Each annual list required by this section, the foreign

31-10  limited-liability company shall pay to the Secretary of State a fee

31-11  of $85.

31-12     4.  The Secretary of State shall, 60 days before the last day for

31-13  filing each annual list required by this section, cause to be mailed

31-14  to each foreign limited-liability company which is required to

31-15  comply with the provisions of sections 56 to 62, inclusive, of this

31-16  act, and which has not become delinquent, the blank forms to be

31-17  completed and filed with him. Failure of any foreign limited-

31-18  liability company to receive the forms does not excuse it from the

31-19  penalty imposed by the provisions of sections 56 to 62, inclusive, of

31-20  this act.

31-21     5.  An annual list for a foreign limited-liability company not

31-22  in default which is received by the Secretary of State more than 90

31-23  days before its due date must be deemed an amended list for the

31-24  previous year and does not satisfy the requirements of this section

31-25  for the year to which the due date is applicable.

31-26     Sec. 57.  If a foreign limited-liability company has filed the

31-27  initial or annual list in compliance with section 56 of this act and

31-28  has paid the appropriate fee for the filing, the cancelled check or

31-29  other proof of payment received by the foreign limited-liability

31-30  company constitutes a certificate authorizing it to transact its

31-31  business within this state until the last day of the month in which

31-32  the anniversary of its qualification to transact business occurs in

31-33  the next succeeding calendar year.

31-34     Sec. 58.  1.  Each list required to be filed under the

31-35  provisions of sections 56 to 62, inclusive, of this act must, after the

31-36  name of each manager or, if there is no manager, each of its

31-37  managing members listed thereon, set forth the address, either

31-38  residence or business, of each manager or managing member.

31-39     2.  If the addresses are not stated for each person on any list

31-40  offered for filing, the Secretary of State may refuse to file the list,

31-41  and the foreign limited-liability company for which the list has

31-42  been offered for filing is subject to all the provisions of sections 56

31-43  to 62, inclusive, of this act relating to failure to file the list within

31-44  or at the times therein specified, unless a list is subsequently

32-1  submitted for filing which conforms to the provisions of this

32-2  section.

32-3      Sec. 59.  1.  Each foreign limited-liability company required

32-4  to make a filing and pay the fee prescribed in sections 56 to 62,

32-5  inclusive, of this act which refuses or neglects to do so within the

32-6  time provided is in default.

32-7      2.  For default there must be added to the amount of the fee a

32-8  penalty of $50, and unless the filing is made and the fee and

32-9  penalty are paid on or before the last day of the month in which

32-10  the anniversary date of the foreign limited-liability company

32-11  occurs, the defaulting foreign limited-liability company by reason

32-12  of its default forfeits its right to transact any business within this

32-13  state. The fee and penalty must be collected as provided in this

32-14  chapter.

32-15     Sec. 60.  1.  The Secretary of State shall notify, by providing

32-16  written notice to its resident agent, each foreign limited-liability

32-17  company deemed in default pursuant to section 59 of this act. The

32-18  written notice:

32-19     (a) Must include a statement indicating the amount of the

32-20  filing fee, penalties incurred and costs remaining unpaid.

32-21     (b) At the request of the resident agent, may be provided

32-22  electronically.

32-23     2.  Immediately after the last day of the month in which the

32-24  anniversary date of its organization occurs, the Secretary of State

32-25  shall compile a complete list containing the names of all foreign

32-26  limited-liability companies whose right to transact business has

32-27  been forfeited.

32-28     3.  The Secretary of State shall notify, by providing written

32-29  notice to its resident agent, each foreign limited-liability company

32-30  specified in subsection 2 of the forfeiture of its right to transact

32-31  business. The written notice:

32-32     (a) Must include a statement indicating the amount of the

32-33  filing fee, penalties incurred and costs remaining unpaid.

32-34     (b) At the request of the resident agent, may be provided

32-35  electronically.

32-36     Sec. 61.  1.  Except as otherwise provided in subsections 3

32-37  and 4, the Secretary of State shall reinstate a foreign limited-

32-38  liability company which has forfeited or which forfeits its right to

32-39  transact business under the provisions of this chapter and shall

32-40  restore to the foreign limited-liability company its right to transact

32-41  business in this state, and to exercise its privileges and immunities,

32-42  if it:

32-43     (a) Files with the Secretary of State a list as provided in

32-44  sections 56 and 58 of this act for each year or portion thereof that

32-45  its right to transact business was forfeited; and

33-1      (b) Pays to the Secretary of State:

33-2          (1) The filing fee and penalty set forth in sections 56 and 59

33-3  of this act for each year or portion thereof that its right to transact

33-4  business was forfeited;

33-5          (2) A fee of $200 for reinstatement; and

33-6          (3) Any applicable fee pursuant to NRS 86.561.

33-7      2.  If payment is made and the Secretary of State reinstates the

33-8  foreign limited-liability company, the Secretary of State shall issue

33-9  to the foreign limited-liability company a certificate of

33-10  reinstatement.

33-11     3.  The Secretary of State shall not order a reinstatement

33-12  unless all delinquent fees and penalties have been paid and the

33-13  revocation of the right to transact business occurred only by

33-14  reason of failure to pay the fees and penalties.

33-15     4.  If the right of a foreign limited-liability company to

33-16  transact business in this state has been forfeited pursuant to the

33-17  provisions of section 60 of this act and has remained forfeited for

33-18  a period of 5 consecutive years, the right must not be reinstated.

33-19     Sec. 62.  1.  Except as otherwise provided in subsection 2, if

33-20  a foreign limited-liability company applies to reinstate its

33-21  registration but its name has been legally reserved or acquired by

33-22  another artificial person formed, organized, registered or qualified

33-23  pursuant to the provisions of this title whose name is on file with

33-24  the Office of the Secretary of State or reserved in the Office of the

33-25  Secretary of State pursuant to the provisions of this title, the

33-26  foreign limited-liability company must in its application for

33-27  reinstatement submit in writing to the Secretary of State some

33-28  other name under which it desires its existence to be reinstated. If

33-29  that name is distinguishable from all other names reserved or

33-30  otherwise on file, the Secretary of State shall issue to the applying

33-31  foreign limited-liability company a certificate of reinstatement

33-32  under that new name.

33-33     2.  If the applying foreign limited-liability company submits

33-34  the written, acknowledged consent of the artificial person having a

33-35  name, or the person who has reserved a name, which is not

33-36  distinguishable from the old name of the applying foreign limited-

33-37  liability company or a new name it has submitted, it may be

33-38  reinstated under that name.

33-39     3.  For the purposes of this section, a proposed name is not

33-40  distinguishable from a name on file or reserved solely because one

33-41  or the other contains distinctive lettering, a distinctive mark, a

33-42  trademark or a trade name, or any combination thereof.

33-43     4.  The Secretary of State may adopt regulations that interpret

33-44  the requirements of this section.

 

34-1      Sec. 63.  NRS 86.161 is hereby amended to read as follows:

34-2      86.161  1.  The articles of organization must set forth:

34-3      (a) The name of the limited-liability company;

34-4      (b) The name and complete street address of its resident agent,

34-5  and the mailing address of the resident agent if different from the

34-6  street address;

34-7      (c) The name and [post office or street] address, either residence

34-8  or business, of each of the organizers executing the articles; and

34-9      (d) If the company is to be managed by:

34-10         (1) One or more managers, the name and [post office or

34-11  street] address, either residence or business, of each manager; or

34-12         (2) The members, the name and [post office or street]

34-13  address, either residence or business, of each member.

34-14     2.  The articles may set forth any other provision, not

34-15  inconsistent with law, which the members elect to set out in the

34-16  articles of organization for the regulation of the internal affairs of

34-17  the company, including any provisions which under this chapter are

34-18  required or permitted to be set out in the operating agreement of the

34-19  company.

34-20     3.  It is not necessary to set out in the articles of organization:

34-21     (a) The rights, if any, of the members to contract debts on behalf

34-22  of the limited-liability company; or

34-23     (b) Any of the powers enumerated in this chapter.

34-24     Sec. 64.  NRS 86.171 is hereby amended to read as follows:

34-25     86.171  1.  The name of a limited-liability company formed

34-26  under the provisions of this chapter must contain the words

34-27  “Limited-Liability Company,” “Limited Company,” or “Limited” or

34-28  the abbreviations “Ltd.,” “L.L.C.,” “L.C.,” “LLC” or “LC.” The

34-29  word “Company” may be abbreviated as “Co.”

34-30     2.  The name proposed for a limited-liability company must be

34-31  distinguishable on the records of the Secretary of State from the

34-32  names of all other artificial persons formed, organized, registered or

34-33  qualified pursuant to the provisions of this title that are on file in the

34-34  Office of the Secretary of State and all names that are reserved in

34-35  the Office of the Secretary of State pursuant to the provisions of this

34-36  title. If a proposed name is not so distinguishable, the Secretary of

34-37  State shall return the articles of organization to the organizer, unless

34-38  the written, acknowledged consent of the holder of the name on file

34-39  or reserved name to use the same name or the requested similar

34-40  name accompanies the articles of organization.

34-41     3.  For the purposes of this section and NRS 86.176, a proposed

34-42  name is not distinguishable from a name on file or reserved name

34-43  solely because one or the other contains distinctive lettering, a

34-44  distinctive mark, a trademark or a trade name, or any combination

34-45  [of these.] thereof.

35-1      4.  The name of a limited-liability company whose charter has

35-2  been revoked, which has merged and is not the surviving entity or

35-3  whose existence has otherwise terminated is available for use by any

35-4  other artificial person.

35-5      5.  The Secretary of State shall not accept for filing any articles

35-6  of organization for any limited-liability company if the name of the

35-7  limited-liability company contains the words “accountant,”

35-8  “accounting,” “accountancy,” “auditor” or “auditing” unless the

35-9  Nevada State Board of Accountancy certifies that the limited-

35-10  liability company:

35-11     (a) Is registered pursuant to the provisions of chapter 628 of

35-12  NRS; or

35-13     (b) Has filed with the Nevada State Board of Accountancy

35-14  under penalty of perjury a written statement that the limited-liability

35-15  company is not engaged in the practice of accounting and is not

35-16  offering to practice accounting in this state.

35-17     6.  The Secretary of State shall not accept for filing any

35-18  articles of organization or certificate of amendment of articles of

35-19  organization of any limited-liability company formed or existing

35-20  pursuant to the laws of this state which provides that the name of

35-21  the limited-liability company contains the word “bank” or “trust”

35-22  unless:

35-23     (a) It appears from the articles of organization or the

35-24  certificate of amendment that the limited-liability company

35-25  proposes to carry on business as a banking or trust company,

35-26  exclusively or in connection with its business as a bank or savings

35-27  and loan association; and

35-28     (b) The articles of organization or certificate of amendment is

35-29  first approved by the Commissioner of Financial Institutions.

35-30     7.  The Secretary of State shall not accept for filing any

35-31  articles of organization or certificate of amendment of articles of

35-32  organization of any limited-liability company formed or existing

35-33  pursuant to the provisions of this chapter if it appears from the

35-34  articles or the certificate of amendment that the business to be

35-35  carried on by the limited-liability company is subject to

35-36  supervision by the Commissioner of Insurance or by the

35-37  Commissioner of Financial Institutions unless the articles or

35-38  certificate of amendment is approved by the Commissioner who

35-39  will supervise the business of the foreign limited-liability company.

35-40     8.  Except as otherwise provided in subsection 7, the Secretary

35-41  of State shall not accept for filing any articles of organization or

35-42  certificate of amendment of articles of organization of any limited-

35-43  liability company formed or existing pursuant to the laws of this

35-44  state which provides that the name of the limited-liability company

35-45  contains the words “engineer,” “engineered,” “engineering,”

36-1  “professional engineer,” “registered engineer” or “licensed

36-2  engineer” unless:

36-3      (a) The State Board of Professional Engineers and Land

36-4  Surveyors certifies that the principals of the limited-liability

36-5  company are licensed to practice engineering pursuant to the laws

36-6  of this state; or

36-7      (b) The State Board of Professional Engineers and Land

36-8  Surveyors certifies that the limited-liability company is exempt

36-9  from the prohibitions of NRS 625.520.

36-10     9.  The Secretary of State may adopt regulations that interpret

36-11  the requirements of this section.

36-12     Sec. 65.  NRS 86.221 is hereby amended to read as follows:

36-13     86.221  1.  The articles of organization of a limited-liability

36-14  company may be amended for any purpose, not inconsistent with

36-15  law, as determined by all of the members or permitted by the articles

36-16  or an operating agreement.

36-17     2.  An amendment must be made in the form of a certificate

36-18  setting forth:

36-19     (a) The name of the limited-liability company;

36-20     (b) Whether the limited-liability company is managed by [one or

36-21  more] managers or members; and

36-22     (c) The amendment to the articles of organization.

36-23     3.  The certificate of amendment must be signed by a manager

36-24  of the company or, if management is not vested in a manager, by a

36-25  member.

36-26     4.  Restated articles of organization may be executed and filed

36-27  in the same manner as a certificate of amendment. If the certificate

36-28  alters or amends the articles in any manner, it must be accompanied

36-29  by:

36-30     (a) A resolution; or

36-31     (b) A form prescribed by the Secretary of State,

36-32  setting forth which provisions of the articles of organization on file

36-33  with the Secretary of State are being altered or amended.

36-34     Sec. 66.  NRS 86.263 is hereby amended to read as follows:

36-35     86.263  1.  A limited-liability company shall, on or before the

36-36  [first] last day of the [second] first month after the filing of its

36-37  articles of organization with the Secretary of State, file with the

36-38  Secretary of State, on a form furnished by him, a list that contains:

36-39     (a) The name of the limited-liability company;

36-40     (b) The file number of the limited-liability company, if known;

36-41     (c) The names and titles of all of its managers or, if there is no

36-42  manager, all of its managing members;

36-43     (d) The [mailing or street] address, either residence or business,

36-44  of each manager or managing member listed, following the name of

36-45  the manager or managing member;

37-1      (e) The name and [street] address of the resident agent of the

37-2  limited-liability company; and

37-3      (f) The signature of a manager or managing member of the

37-4  limited-liability company certifying that the list is true, complete

37-5  and accurate.

37-6      2.  The limited-liability company shall annually thereafter, on

37-7  or before the last day of the month in which the anniversary date of

37-8  its organization occurs, file with the Secretary of State, on a form

37-9  furnished by him, an amended list containing all of the information

37-10  required in subsection 1. [If the limited-liability company has had no

37-11  changes in its managers or, if there is no manager, its managing

37-12  members, since its previous list was filed, no amended list need be

37-13  filed if a manager or managing member of the limited-liability

37-14  company certifies to the Secretary of State as a true and accurate

37-15  statement that no changes in the managers or managing members

37-16  have occurred.]

37-17     3.  Each list required by [subsection 1 and each list or

37-18  certification required by subsection 2] this section must be

37-19  accompanied by a declaration under penalty of perjury that the

37-20  limited-liability company [has] :

37-21     (a) Has complied with the provisions of chapter 364A of NRS

37-22  [.] ; and

37-23     (b) Acknowledges that pursuant to NRS 239.330 it is a

37-24  category C felony to knowingly offer any false or forged

37-25  instrument for filing in the Office of the Secretary of State.

37-26     4.  Upon filing:

37-27     (a) The initial list required by subsection 1, the limited-liability

37-28  company shall pay to the Secretary of State a fee of $165.

37-29     (b) Each annual list required by subsection 2 , [or certifying that

37-30  no changes have occurred,] the limited-liability company shall pay

37-31  to the Secretary of State a fee of $85.

37-32     5.  The Secretary of State shall, 60 days before the last day for

37-33  filing each list required by subsection 2, cause to be mailed to each

37-34  limited-liability company which is required to comply with the

37-35  provisions of this section, and which has not become delinquent, a

37-36  notice of the fee due under subsection 4 and a reminder to file a list

37-37  required by subsection 2 . [or a certification of no change.] Failure

37-38  of any company to receive a notice or form does not excuse it from

37-39  the penalty imposed by law.

37-40     6.  If the list to be filed pursuant to the provisions of subsection

37-41  1 or 2 is defective or the fee required by subsection 4 is not paid, the

37-42  Secretary of State may return the list for correction or payment.

37-43     7.  An annual list for a limited-liability company not in default

37-44  received by the Secretary of State more than [60] 90 days before its

37-45  due date shall be deemed an amended list for the previous year.

38-1      Sec. 67.  NRS 86.266 is hereby amended to read as follows:

38-2      86.266  If a limited-liability company has filed the initial or

38-3  annual list in compliance with NRS 86.263 and has paid the

38-4  appropriate fee for the filing, the cancelled check or other proof of

38-5  payment received by the limited-liability company constitutes a

38-6  certificate authorizing it to transact its business within this state until

38-7  the last day of the month in which the anniversary of its formation

38-8  occurs in the next succeeding calendar year. [If the company desires

38-9  a formal certificate upon its payment of the annual fee, its payment

38-10  must be accompanied by a self-addressed, stamped envelope.]

38-11     Sec. 68.  NRS 86.269 is hereby amended to read as follows:

38-12     86.269  1.  [Every] Each list required to be filed under the

38-13  provisions of NRS 86.263 must, after the name of each manager and

38-14  member listed thereon, set forth the [post office box or street]

38-15  address, either residence or business, of each manager or member.

38-16     2.  If the addresses are not stated for each person on any list

38-17  offered for filing, the Secretary of State may refuse to file the list,

38-18  and the limited-liability company for which the list has been offered

38-19  for filing is subject to the provisions of NRS 86.272 and 86.274

38-20  relating to failure to file the list within or at the times therein

38-21  specified, unless a list is subsequently submitted for filing which

38-22  conforms to the provisions of this section.

38-23     Sec. 69.  NRS 86.274 is hereby amended to read as follows:

38-24     86.274  1.  The Secretary of State shall notify, by [letter

38-25  addressed] providing written notice to its resident agent, each

38-26  limited-liability company deemed in default pursuant to the

38-27  provisions of this chapter. The written notice [must be accompanied

38-28  by] :

38-29     (a) Must include a statement indicating the amount of the filing

38-30  fee, penalties incurred and costs remaining unpaid.

38-31     (b) At the request of the resident agent, may be provided

38-32  electronically.

38-33     2.  [On the first day of the first anniversary of the month

38-34  following the month in which the filing was required, the charter of

38-35  the company is revoked and its right to transact business is forfeited.

38-36     3.  The] Immediately after the last day of the month in which

38-37  the anniversary date of its organization occurs, the Secretary of

38-38  State shall compile a complete list containing the names of all

38-39  limited-liability companies whose right to [do] transact business has

38-40  been forfeited.

38-41     3.  The Secretary of State shall forthwith notify [each limited-

38-42  liability company by letter addressed] , by providing written notice

38-43  to its resident agent , each limited-liability company specified in

38-44  subsection 2 of the forfeiture of its charter. The written notice [must

38-45  be accompanied by] :

39-1      (a) Must include a statement indicating the amount of the filing

39-2  fee, penalties incurred and costs remaining unpaid.

39-3      (b) At the request of the resident agent, may be provided

39-4  electronically.

39-5      4.  If the charter of a limited-liability company is revoked and

39-6  the right to transact business is forfeited, all of the property and

39-7  assets of the defaulting company must be held in trust by the

39-8  managers or, if none, by the members of the company, and the same

39-9  proceedings may be had with respect to its property and assets as

39-10  apply to the dissolution of a limited-liability company pursuant to

39-11  NRS 86.505 and 86.521. Any person interested may institute

39-12  proceedings at any time after a forfeiture has been declared, but if

39-13  the Secretary of State reinstates the charter , the proceedings must

39-14  be dismissed and all property restored to the company.

39-15     5.  If the assets are distributed , they must be applied in the

39-16  following manner:

39-17     (a) To the payment of the filing fee, penalties incurred and costs

39-18  due to the State; and

39-19     (b) To the payment of the creditors of the company.

39-20  Any balance remaining must be distributed among the members as

39-21  provided in subsection 1 of NRS 86.521.

39-22     Sec. 70.  NRS 86.276 is hereby amended to read as follows:

39-23     86.276  1.  Except as otherwise provided in subsections 3 and

39-24  4, the Secretary of State shall reinstate any limited-liability company

39-25  which has forfeited or which forfeits its right to transact business

39-26  pursuant to the provisions of this chapter and shall restore to the

39-27  company its right to carry on business in this state, and to exercise

39-28  its privileges and immunities, if it:

39-29     (a) Files with the Secretary of State the list required by NRS

39-30  86.263; and

39-31     (b) Pays to the Secretary of State:

39-32         (1) The filing fee and penalty set forth in NRS 86.263 and

39-33  86.272 for each year or portion thereof during which it failed to file

39-34  in a timely manner each required annual list; [and]

39-35         (2) A fee of $200 for reinstatement[.] ; and

39-36         (3) Any applicable fee pursuant to NRS 86.561.

39-37     2.  When the Secretary of State reinstates the limited-liability

39-38  company, he shall[:

39-39     (a) Immediately issue and deliver to the company a certificate of

39-40  reinstatement authorizing it to transact business as if the filing fee

39-41  had been paid when due; and

39-42     (b) Upon demand,] issue to the company [one or more certified

39-43  copies of the] a certificate of reinstatement.

39-44     3.  The Secretary of State shall not order a reinstatement unless

39-45  all delinquent fees and penalties have been paid, and the revocation

40-1  of the charter occurred only by reason of failure to pay the fees and

40-2  penalties.

40-3      4.  If a company’s charter has been revoked pursuant to the

40-4  provisions of this chapter and has remained revoked for a period of

40-5  5 consecutive years, the charter must not be reinstated.

40-6      Sec. 71.  NRS 86.547 is hereby amended to read as follows:

40-7      86.547  1.  A foreign limited-liability company may cancel its

40-8  registration by filing with the Secretary of State a certificate of

40-9  cancellation signed by a manager of the company or, if management

40-10  is not vested in a manager, a member of the company. The

40-11  certificate, which must be accompanied by the required fees, must

40-12  set forth:

40-13     (a) The name of the foreign limited-liability company;

40-14     (b) [The date upon which its certificate of registration was filed;

40-15     (c)] The effective date of the cancellation if other than the date

40-16  of the filing of the certificate of cancellation; and

40-17     [(d)] (c) Any other information deemed necessary by the

40-18  manager of the company or, if management is not vested in a

40-19  manager, a member of the company.

40-20     2.  A cancellation pursuant to this section does not terminate the

40-21  authority of the Secretary of State to accept service of process on the

40-22  foreign limited-liability company with respect to causes of action

40-23  arising from the transaction of business in this state by the foreign

40-24  limited-liability company.

40-25     Sec. 72.  Chapter 87 of NRS is hereby amended by adding

40-26  thereto the provisions set forth as sections 73 to 80, inclusive, of this

40-27  act.

40-28     Sec. 73.  1.  Each document filed with the Secretary of State

40-29  pursuant to this chapter must be on or accompanied by a form

40-30  prescribed by the Secretary of State.

40-31     2.  The Secretary of State may refuse to file a document which

40-32  does not comply with subsection 1 or which does not contain all of

40-33  the information required by statute for filing the document.

40-34     3.  If the information provided on the form prescribed by the

40-35  Secretary of State conflicts with any information provided on an

40-36  accompanying document that is being filed with the Secretary of

40-37  State, the Secretary of State may:

40-38     (a) File the document, in which case the information on the

40-39  document controls; or

40-40     (b) Refuse to file the document.

40-41     4.  The Secretary of State may by regulation provide for the

40-42  electronic filing of documents with the Office of the Secretary of

40-43  State.

40-44     Sec. 74.  1.  Each foreign limited-liability partnership doing

40-45  business in this state shall, on or before the last day of the month

41-1  after the filing of its application for registration as a foreign

41-2  limited-liability partnership with the Secretary of State, and

41-3  annually thereafter on or before the last day of the month in

41-4  which the anniversary date of its qualification to do business in

41-5  this state occurs in each year, file with the Secretary of State a list,

41-6  on a form furnished by him, that contains:

41-7      (a) The name of the foreign limited-liability partnership;

41-8      (b) The file number of the foreign limited-liability partnership,

41-9  if known;

41-10     (c) The names of all its managing partners;

41-11     (d) The address, either residence or business, of each

41-12  managing partner;

41-13     (e) The name and street address of its resident agent in this

41-14  state; and

41-15     (f) The signature of a managing partner of the foreign limited-

41-16  liability partnership certifying that the list is true, complete and

41-17  accurate.

41-18     2.  Each list filed pursuant to this section must be

41-19  accompanied by a declaration under penalty of perjury that the

41-20  foreign limited-liability partnership:

41-21     (a) Has complied with the provisions of chapter 364A of NRS;

41-22  and

41-23     (b) Acknowledges that pursuant to NRS 239.330 it is a

41-24  category C felony to knowingly offer any false or forged

41-25  instrument for filing in the Office of the Secretary of State.

41-26     3.  Upon filing:

41-27     (a) The initial list required by this section, the foreign limited-

41-28  liability partnership shall pay to the Secretary of State a fee of

41-29  $165.

41-30     (b) Each annual list required by this section, the foreign

41-31  limited-liability partnership shall pay to the Secretary of State a

41-32  fee of $85.

41-33     4.  The Secretary of State shall, 60 days before the last day for

41-34  filing each annual list required by subsection 1, cause to be mailed

41-35  to each foreign limited-liability partnership which is required to

41-36  comply with the provisions of sections 74 to 80, inclusive, of this

41-37  act, and which has not become delinquent, the blank forms to be

41-38  completed and filed with him. Failure of any foreign limited-

41-39  liability partnership to receive the forms does not excuse it from

41-40  the penalty imposed by the provisions of sections 74 to 80,

41-41  inclusive, of this act.

41-42     5.  An annual list for a foreign limited-liability partnership

41-43  not in default which is received by the Secretary of State more

41-44  than 90 days before its due date must be deemed an amended list

42-1  for the previous year and does not satisfy the requirements of

42-2  subsection 1 for the year to which the due date is applicable.

42-3      Sec. 75.  If a foreign limited-liability partnership has filed the

42-4  initial or annual list in compliance with section 74 of this act and

42-5  has paid the appropriate fee for the filing, the cancelled check or

42-6  other proof of payment received by the foreign limited-liability

42-7  partnership constitutes a certificate authorizing it to transact its

42-8  business within this state until the last day of the month in which

42-9  the anniversary of its qualification to transact business occurs in

42-10  the next succeeding calendar year.

42-11     Sec. 76.  1.  Each list required to be filed under the

42-12  provisions of sections 74 to 80, inclusive, of this act must, after

42-13  the name of each managing partner listed thereon, set forth the

42-14  address, either residence or business, of each managing partner.

42-15     2.  If the addresses are not stated for each person on any list

42-16  offered for filing, the Secretary of State may refuse to file the list,

42-17  and the foreign limited-liability partnership for which the list has

42-18  been offered for filing is subject to all the provisions of sections 74

42-19  to 80, inclusive, of this act relating to failure to file the list within

42-20  or at the times therein specified, unless a list is subsequently

42-21  submitted for filing which conforms to the provisions of this

42-22  section.

42-23     Sec. 77.  1.  Each foreign limited-liability partnership

42-24  required to make a filing and pay the fee prescribed in sections 74

42-25  to 80, inclusive, of this act which refuses or neglects to do so

42-26  within the time provided is in default.

42-27     2.  For default there must be added to the amount of the fee a

42-28  penalty of $50, and unless the filing is made and the fee and

42-29  penalty are paid on or before the last day of the month in which

42-30  the anniversary date of the foreign limited-liability partnership

42-31  occurs, the defaulting foreign limited-liability partnership by

42-32  reason of its default forfeits its right to transact any business

42-33  within this state. The fee and penalty must be collected as provided

42-34  in this chapter.

42-35     Sec. 78.  1.  The Secretary of State shall notify, by providing

42-36  written notice to its resident agent, each foreign limited-liability

42-37  partnership deemed in default pursuant to section 77 of this act.

42-38  The written notice:

42-39     (a) Must include a statement indicating the amount of the

42-40  filing fee, penalties incurred and costs remaining unpaid.

42-41     (b) At the request of the resident agent, may be provided

42-42  electronically.

42-43     2.  Immediately after the last day of the month in which the

42-44  anniversary date of its registration occurs, the Secretary of State

42-45  shall compile a complete list containing the names of all foreign

43-1  limited-liability partnerships whose right to transact business has

43-2  been forfeited.

43-3      3.  The Secretary of State shall notify, by providing written

43-4  notice to its resident agent, each foreign limited-liability

43-5  partnership specified in subsection 2 of the forfeiture of its right to

43-6  transact business. The written notice:

43-7      (a) Must include a statement indicating the amount of the

43-8  filing fee, penalties incurred and costs remaining unpaid.

43-9      (b) At the request of the resident agent, may be provided

43-10  electronically.

43-11     Sec. 79.  1.  Except as otherwise provided in subsections 3

43-12  and 4, the Secretary of State shall reinstate a foreign limited-

43-13  liability partnership which has forfeited or which forfeits its right

43-14  to transact business under the provisions of this chapter and shall

43-15  restore to the foreign limited-liability partnership its right to

43-16  transact business in this state, and to exercise its privileges and

43-17  immunities, if it:

43-18     (a) Files with the Secretary of State a list as provided in

43-19  sections 74 and 76 of this act; and

43-20     (b) Pays to the Secretary of State:

43-21         (1) The filing fee and penalty set forth in sections 74 and 77

43-22  of this act for each year or portion thereof that its right to transact

43-23  business was forfeited;

43-24         (2) A fee of $200 for reinstatement; and

43-25         (3) Any applicable fee pursuant to NRS 87.550.

43-26     2.  If payment is made and the Secretary of State reinstates the

43-27  foreign limited-liability partnership to its former rights, the

43-28  Secretary of State shall issue to the foreign limited-liability

43-29  partnership a certificate of reinstatement.

43-30     3.  The Secretary of State shall not order a reinstatement

43-31  unless all delinquent fees and penalties have been paid and the

43-32  revocation of the right to transact business occurred only by

43-33  reason of failure to pay the fees and penalties.

43-34     4.  If the right of a foreign limited-liability partnership to

43-35  transact business in this state has been forfeited pursuant to the

43-36  provisions of section 78 of this act and has remained forfeited for

43-37  a period of 5 consecutive years, the right to transact business must

43-38  not be reinstated.

43-39     Sec. 80.  1.  Except as otherwise provided in subsection 2, if

43-40  a foreign limited-liability partnership applies to reinstate its

43-41  certificate of registration and its name has been legally reserved or

43-42  acquired by another artificial person formed, organized, registered

43-43  or qualified pursuant to the provisions of this title whose name is

43-44  on file with the Office of the Secretary of State or reserved in the

43-45  Office of the Secretary of State pursuant to the provisions of this

44-1  title, the foreign limited-liability partnership must submit in

44-2  writing in its application for reinstatement to the Secretary of State

44-3  some other name under which it desires its existence to be

44-4  reinstated. If that name is distinguishable from all other names

44-5  reserved or otherwise on file, the Secretary of State shall issue to

44-6  the applying foreign limited-liability partnership a certificate of

44-7  reinstatement under that new name.

44-8      2.  If the applying foreign limited-liability partnership submits

44-9  the written, acknowledged consent of the artificial person having a

44-10  name, or the person who has reserved a name, which is not

44-11  distinguishable from the old name of the applying foreign limited-

44-12  liability partnership or a new name it has submitted, it may be

44-13  reinstated under that name.

44-14     3.  For the purposes of this section, a proposed name is not

44-15  distinguishable from a name on file or reserved solely because one

44-16  or the other contains distinctive lettering, a distinctive mark, a

44-17  trademark or a trade name, or any combination thereof.

44-18     4.  The Secretary of State may adopt regulations that interpret

44-19  the requirements of this section.

44-20     Sec. 81.  NRS 87.450 is hereby amended to read as follows:

44-21     87.450  1.  The name proposed for a registered limited-

44-22  liability partnership must contain the words “Limited-Liability

44-23  Partnership” or “Registered Limited-Liability Partnership” or the

44-24  abbreviation “L.L.P.” or “LLP” as the last words or letters of the

44-25  name and must be distinguishable on the records of the Secretary of

44-26  State from the names of all other artificial persons formed,

44-27  organized, registered or qualified pursuant to the provisions of this

44-28  title that are on file in the Office of the Secretary of State and all

44-29  names that are reserved in the Office of the Secretary of State

44-30  pursuant to the provisions of this title. If the name of the registered

44-31  limited-liability partnership on a certificate of registration of

44-32  limited-liability partnership submitted to the Secretary of State is not

44-33  distinguishable from a name on file or reserved name, the Secretary

44-34  of State shall return the certificate to the person who signed it unless

44-35  the written, acknowledged consent of the holder of the name on file

44-36  or reserved name to use the name accompanies the certificate.

44-37     2.  For the purposes of this section, a proposed name is not

44-38  distinguishable from a name on file or reserved name solely because

44-39  one or the other contains distinctive lettering, a distinctive mark, a

44-40  trademark or a trade name, or any combination of [these.] thereof.

44-41     3.  The Secretary of State shall not accept for filing any

44-42  certificate of registration or certificate of amendment of a

44-43  certificate of registration of any registered limited-liability

44-44  partnership formed or existing pursuant to the laws of this state

44-45  which provides that the name of the registered limited-liability

45-1  partnership contains the words “accountant,” “accounting,”

45-2  “accountancy,” “auditor” or “auditing” unless the Nevada State

45-3  Board of Accountancy certifies that the registered limited-liability

45-4  partnership:

45-5      (a) Is registered pursuant to the provisions of chapter 628 of

45-6  NRS; or

45-7      (b) Has filed with the Nevada State Board of Accountancy

45-8  under penalty of perjury a written statement that the registered

45-9  limited-liability partnership is not engaged in the practice of

45-10  accounting and is not offering to practice accounting in this state.

45-11     4.  The Secretary of State shall not accept for filing any

45-12  certificate of registration or certificate of amendment of a

45-13  certificate of registration of any registered limited-liability

45-14  partnership formed or existing pursuant to the laws of this state

45-15  which provides that the name of the registered limited-liability

45-16  partnership contains the word “bank” or “trust” unless:

45-17     (a) It appears from the certificate of registration or the

45-18  certificate of amendment that the registered limited-liability

45-19  partnership proposes to carry on business as a banking or trust

45-20  company, exclusively or in connection with its business as a bank

45-21  or savings and loan association; and

45-22     (b) The certificate of registration or certificate of amendment

45-23  is first approved by the Commissioner of Financial Institutions.

45-24     5.  The Secretary of State shall not accept for filing any

45-25  certificate of registration or certificate of amendment of a

45-26  certificate of registration of any registered limited-liability

45-27  partnership formed or existing pursuant to the provisions of this

45-28  chapter if it appears from the certificate of registration or the

45-29  certificate of amendment that the business to be carried on by the

45-30  registered limited-liability partnership is subject to supervision by

45-31  the Commissioner of Insurance or by the Commissioner of

45-32  Financial Institutions, unless the certificate of registration or

45-33  certificate of amendment is approved by the Commissioner who

45-34  will supervise the business of the registered limited-liability

45-35  partnership.

45-36     6.  Except as otherwise provided in subsection 5, the Secretary

45-37  of State shall not accept for filing any certificate of registration or

45-38  certificate of amendment of a certificate of registration of any

45-39  registered limited-liability partnership formed or existing pursuant

45-40  to the laws of this state which provides that the name of the

45-41  registered limited-liability partnership contains the words

45-42  “engineer,” “engineered,” “engineering,” “professional

45-43  engineer,” “registered engineer” or “licensed engineer” unless:

45-44     (a) The State Board of Professional Engineers and Land

45-45  Surveyors certifies that the principals of the registered limited-

46-1  liability partnership are licensed to practice engineering pursuant

46-2  to the laws of this state; or

46-3      (b) The State Board of Professional Engineers and Land

46-4  Surveyors certifies that the registered limited-liability partnership

46-5  is exempt from the prohibitions of NRS 625.520.

46-6      7.  The Secretary of State shall not accept for filing any

46-7  certificate of registration or certificate of amendment of a

46-8  certificate of registration of any registered limited-liability

46-9  partnership formed or existing pursuant to the laws of this state

46-10  which provides that the name of the registered limited-liability

46-11  partnership contains the words “unit-owners’ association” or

46-12  “homeowners’ association” or if it appears in the certificate of

46-13  registration or certificate of amendment that the purpose of the

46-14  registered limited-liability partnership is to operate as a unit-

46-15  owners’ association pursuant to chapter 116 of NRS unless the

46-16  Administrator of the Real Estate Division of the Department of

46-17  Business and Industry certifies that the registered limited-liability

46-18  partnership has:

46-19     (a) Registered with the Ombudsman for Owners in Common-

46-20  Interest Communities pursuant to NRS 116.31158; and

46-21     (b) Paid to the Administrator of the Real Estate Division the

46-22  fees required pursuant to NRS 116.31155.

46-23     8.  The name of a registered limited-liability partnership whose

46-24  right to transact business has been forfeited, which has merged and

46-25  is not the surviving entity or whose existence has otherwise

46-26  terminated is available for use by any other artificial person.

46-27     [4.] 9. The Secretary of State may adopt regulations that

46-28  interpret the requirements of this section.

46-29     Sec. 82.  NRS 87.460 is hereby amended to read as follows:

46-30     87.460  1.  A certificate of registration of a registered limited-

46-31  liability partnership may be amended by filing with the Secretary of

46-32  State a certificate of amendment. The certificate of amendment must

46-33  set forth:

46-34     (a) The name of the registered limited-liability partnership; and

46-35     (b) [The dates on which the registered limited-liability

46-36  partnership filed its original certificate of registration and any other

46-37  certificates of amendment; and

46-38     (c)] The change to the information contained in the original

46-39  certificate of registration or any other certificates of amendment.

46-40     2.  The certificate of amendment must be:

46-41     (a) Signed by a managing partner of the registered limited-

46-42  liability partnership; and

46-43     (b) Accompanied by a fee of $150.

 

 

47-1      Sec. 83.  NRS 87.510 is hereby amended to read as follows:

47-2      87.510  1.  A registered limited-liability partnership shall, on

47-3  or before the [first] last day of the [second] first month after the

47-4  filing of its certificate of registration with the Secretary of State, and

47-5  annually thereafter on or before the last day of the month in which

47-6  the anniversary date of the filing of its certificate of registration with

47-7  the Secretary of State occurs, file with the Secretary of State, on a

47-8  form furnished by him, a list that contains:

47-9      (a) The name of the registered limited-liability partnership;

47-10     (b) The file number of the registered limited-liability

47-11  partnership, if known;

47-12     (c) The names of all of its managing partners;

47-13     (d) The [mailing or street] address, either residence or business,

47-14  of each managing partner;

47-15     (e) The name and [street] address of the resident agent of the

47-16  registered limited-liability partnership; and

47-17     (f) The signature of a managing partner of the registered limited-

47-18  liability partnership certifying that the list is true, complete and

47-19  accurate.

47-20  Each list filed pursuant to this subsection must be accompanied by a

47-21  declaration under penalty of perjury that the registered limited-

47-22  liability partnership has complied with the provisions of chapter

47-23  364A of NRS[.] and which acknowledges that pursuant to NRS

47-24  239.330 it is a category C felony to knowingly offer any false or

47-25  forged instrument for filing in the Office of the Secretary of State.

47-26     2.  Upon filing:

47-27     (a) The initial list required by subsection 1, the registered

47-28  limited-liability partnership shall pay to the Secretary of State a fee

47-29  of $165.

47-30     (b) Each annual list required by subsection 1, the registered

47-31  limited-liability partnership shall pay to the Secretary of State a fee

47-32  of $85.

47-33     3.  The Secretary of State shall, at least 60 days before the last

47-34  day for filing each annual list required by subsection 1, cause to be

47-35  mailed to the registered limited-liability partnership a notice of the

47-36  fee due pursuant to subsection 2 and a reminder to file the annual

47-37  list required by subsection 1. The failure of any registered limited-

47-38  liability partnership to receive a notice or form does not excuse it

47-39  from complying with the provisions of this section.

47-40     4.  If the list to be filed pursuant to the provisions of subsection

47-41  1 is defective, or the fee required by subsection 2 is not paid, the

47-42  Secretary of State may return the list for correction or payment.

47-43     5.  An annual list that is filed by a registered limited-liability

47-44  partnership which is not in default more than [60] 90 days before it

47-45  is due shall be deemed an amended list for the previous year and

48-1  does not satisfy the requirements of subsection 1 for the year to

48-2  which the due date is applicable.

48-3      Sec. 84.  NRS 87.520 is hereby amended to read as follows:

48-4      87.520  1.  A registered limited-liability partnership that fails

48-5  to comply with the provisions of NRS 87.510 is in default.

48-6      2.  If a registered limited-liability partnership that is a unit-

48-7  owners’ association as defined in NRS 116.110315 fails to register

48-8  pursuant to NRS 116.31158 or fails to pay the fees pursuant to

48-9  NRS 116.31155, the registered limited-liability partnership shall

48-10  be deemed to be in default. Upon notification from the

48-11  Administrator of the Real Estate Division of the Department of

48-12  Business and Industry that the registered limited-liability

48-13  partnership has registered pursuant to NRS 116.31158 and paid

48-14  the fees pursuant to NRS 116.31155, the Secretary of State shall

48-15  reinstate the registered limited-liability partnership if the

48-16  registered limited-liability partnership complies with the

48-17  requirements for reinstatement as provided in this section and

48-18  NRS 87.510 and 87.530.

48-19     3.  Any registered limited-liability partnership that is in default

48-20  pursuant to [subsection 1] this section must, in addition to the fee

48-21  required to be paid pursuant to NRS 87.510, pay a penalty of $50.

48-22     [3.  On or before the 15th day of the third month after the

48-23  month in which the fee required to be paid pursuant to NRS 87.510

48-24  is due, the]

48-25     4.  The Secretary of State shall [notify, by certified mail,]

48-26  provide written notice to the resident agent of any registered

48-27  limited-liability partnership that is in default. The written notice

48-28  [must] :

48-29     (a) Must include the amount of any payment that is due from the

48-30  registered limited-liability partnership.

48-31     (b) At the request of the resident agent, may be provided

48-32  electronically.

48-33     [4.] 5.  If a registered limited-liability partnership fails to pay

48-34  the amount that is due, the certificate of registration of the registered

48-35  limited-liability partnership shall be deemed revoked [on the first

48-36  day of the ninth month after the month in which the fee required to

48-37  be paid pursuant to NRS 87.510 was due. The] immediately after

48-38  the last day of the month in which the anniversary date of the

48-39  filing of the certificate of registration occurs, and the Secretary of

48-40  State shall notify [a] the registered limited-liability partnership, by

48-41  [certified mail, addressed] providing written notice to its resident

48-42  agent or, if the registered limited-liability partnership does not have

48-43  a resident agent, to a managing partner, that its certificate of

48-44  registration is revoked . [and] The written notice:

49-1      (a) Must include the amount of any fees and penalties incurred

49-2  that are due.

49-3      (b) At the request of the resident agent or managing partner,

49-4  may be provided electronically.

49-5      Sec. 85.  NRS 87.530 is hereby amended to read as follows:

49-6      87.530  1.  Except as otherwise provided in subsection 3, the

49-7  Secretary of State shall reinstate the certificate of registration of a

49-8  registered limited-liability partnership that is revoked pursuant to

49-9  NRS 87.520 if the registered limited-liability partnership:

49-10     (a) Files with the Secretary of State the information required by

49-11  NRS 87.510; and

49-12     (b) Pays to the Secretary of State:

49-13         (1) The fee required to be paid [by that section;] pursuant to

49-14  NRS 87.510;

49-15         (2) Any penalty required to be paid pursuant to NRS 87.520;

49-16  [and]

49-17         (3) A reinstatement fee of $200[.] ; and

49-18         (4) Any applicable fee pursuant to NRS 87.550.

49-19     2.  Upon reinstatement of a certificate of registration pursuant

49-20  to this section, the Secretary of State shall[:

49-21     (a) Deliver to the registered limited-liability partnership a

49-22  certificate of reinstatement authorizing it to transact business

49-23  retroactively from the date the fee required by NRS 87.510 was due;

49-24  and

49-25     (b) Upon request,]issue to the registered limited-liability

49-26  partnership [one or more certified copies of the] a certificate of

49-27  reinstatement.

49-28     3.  The Secretary of State shall not reinstate the certificate of

49-29  registration of a registered limited-liability partnership if the

49-30  certificate was revoked pursuant to NRS 87.520 at least 5 years

49-31  before the date of the proposed reinstatement.

49-32     Sec. 86.  NRS 87.547 is hereby amended to read as follows:

49-33     87.547  1.  A registered limited-liability partnership may

49-34  correct a document filed by the Secretary of State with respect to the

49-35  registered limited-liability partnership if the document contains an

49-36  inaccurate record of a partnership action described in the document

49-37  or was defectively executed, attested, sealed, verified or

49-38  acknowledged.

49-39     2.  To correct a document, the registered limited-liability

49-40  partnership must:

49-41     (a) Prepare a certificate of correction that:

49-42         (1) States the name of the registered limited-liability

49-43  partnership;

49-44         (2) Describes the document, including, without limitation, its

49-45  filing date;

50-1          (3) Specifies the inaccuracy or defect;

50-2          (4) Sets forth the inaccurate or defective portion of the

50-3  document in an accurate or corrected form; and

50-4          (5) Is signed by a managing partner of the registered limited-

50-5  liability partnership.

50-6      (b) Deliver the certificate to the Secretary of State for filing.

50-7      (c) Pay a filing fee of $150 to the Secretary of State.

50-8      3.  A certificate of correction is effective on the effective date

50-9  of the document it corrects except as to persons relying on the

50-10  uncorrected document and adversely affected by the correction. As

50-11  to those persons, the certificate is effective when filed.

50-12     Sec. 87.  Chapter 88 of NRS is hereby amended by adding

50-13  thereto the provisions set forth as sections 88 to 95, inclusive, of this

50-14  act.

50-15     Sec. 88.  1.  Each document filed with the Secretary of State

50-16  pursuant to this chapter must be on or accompanied by a form

50-17  prescribed by the Secretary of State.

50-18     2.  The Secretary of State may refuse to file a document which

50-19  does not comply with subsection 1 or which does not contain all of

50-20  the information required by statute for filing the document.

50-21     3.  If the information provided on the form prescribed by the

50-22  Secretary of State conflicts with any information provided on an

50-23  accompanying document that is being filed with the Secretary of

50-24  State, the Secretary of State may:

50-25     (a) File the document, in which case the information on the

50-26  document controls; or

50-27     (b) Refuse to file the document.

50-28     4.  The Secretary of State may by regulation provide for the

50-29  electronic filing of documents with the Office of the Secretary of

50-30  State.

50-31     Sec. 89.  1.  Each foreign limited partnership doing business

50-32  in this state shall, on or before the last day of the month after the

50-33  filing of its application for registration as a foreign limited

50-34  partnership with the Secretary of State, and annually thereafter on

50-35  or before the last day of the month in which the anniversary date

50-36  of its qualification to do business in this state occurs in each year,

50-37  file with the Secretary of State a list, on a form furnished by him,

50-38  that contains:

50-39     (a) The name of the foreign limited partnership;

50-40     (b) The file number of the foreign limited partnership, if

50-41  known;

50-42     (c) The names of all its general partners;

50-43     (d) The address, either residence or business, of each general

50-44  partner;

51-1      (e) The name and street address of its resident agent in this

51-2  state; and

51-3      (f) The signature of a general partner of the foreign limited

51-4  partnership certifying that the list is true, complete and accurate.

51-5      2.  Each list filed pursuant to this section must be

51-6  accompanied by a declaration under penalty of perjury that the

51-7  foreign limited partnership:

51-8      (a) Has complied with the provisions of chapter 364A of NRS;

51-9  and

51-10     (b) Acknowledges that pursuant to NRS 239.330 it is a

51-11  category C felony to knowingly offer any false or forged

51-12  instrument for filing in the Office of the Secretary of State.

51-13     3.  Upon filing:

51-14     (a) The initial list required by this section, the foreign limited

51-15  partnership shall pay to the Secretary of State a fee of $165.

51-16     (b) Each annual list required by this section, the foreign

51-17  limited partnership shall pay to the Secretary of State a fee of $85.

51-18     4.  The Secretary of State shall, 60 days before the last day for

51-19  filing each annual list required by subsection 1, cause to be mailed

51-20  to each foreign limited partnership which is required to comply

51-21  with the provisions of sections 89 to 95, inclusive, of this act, and

51-22  which has not become delinquent, the blank forms to be completed

51-23  and filed with him. Failure of any foreign limited partnership to

51-24  receive the forms does not excuse it from the penalty imposed by

51-25  the provisions of sections 89 to 95, inclusive, of this act.

51-26     5.  An annual list for a foreign limited partnership not in

51-27  default which is received by the Secretary of State more than 90

51-28  days before its due date must be deemed an amended list for the

51-29  previous year and does not satisfy the requirements of subsection 1

51-30  for the year to which the due date is applicable.

51-31     Sec. 90.  If a foreign limited partnership has filed the initial

51-32  or annual list in compliance with section 89 of this act and has

51-33  paid the appropriate fee for the filing, the cancelled check or other

51-34  proof of payment received by the foreign limited partnership

51-35  constitutes a certificate authorizing it to transact its business

51-36  within this state until the last day of the month in which the

51-37  anniversary of its qualification to transact business occurs in the

51-38  next succeeding calendar year.

51-39     Sec. 91.  1.  Each list required to be filed under the

51-40  provisions of sections 89 to 95, inclusive, of this act must, after

51-41  the name of each managing partner listed thereon, set forth the

51-42  address, either residence or business, of each managing partner.

51-43     2.  If the addresses are not stated for each person on any list

51-44  offered for filing, the Secretary of State may refuse to file the list,

51-45  and the foreign limited partnership for which the list has been

52-1  offered for filing is subject to all the provisions of sections 89 to

52-2  95, inclusive, of this act relating to failure to file the list within or

52-3  at the times therein specified, unless a list is subsequently

52-4  submitted for filing which conforms to the provisions of this

52-5  section.

52-6      Sec. 92.  1.  Each foreign limited partnership required to

52-7  make a filing and pay the fee prescribed in sections 89 to 95,

52-8  inclusive, of this act which refuses or neglects to do so within the

52-9  time provided is in default.

52-10     2.  For default there must be added to the amount of the fee a

52-11  penalty of $50, and unless the filing is made and the fee and

52-12  penalty are paid on or before the last day of the month in which

52-13  the anniversary date of the foreign limited partnership occurs, the

52-14  defaulting foreign limited partnership by reason of its default

52-15  forfeits its right to transact any business within this state. The fee

52-16  and penalty must be collected as provided in this chapter.

52-17     Sec. 93.  1.  The Secretary of State shall notify, by providing

52-18  written notice to its resident agent, each foreign limited

52-19  partnership deemed in default pursuant to section 92 of this act.

52-20  The written notice:

52-21     (a) Must include a statement indicating the amount of the

52-22  filing fee, penalties incurred and costs remaining unpaid.

52-23     (b) At the request of the resident agent, may be provided

52-24  electronically.

52-25     2.  Immediately after the last day of the month in which the

52-26  anniversary date of the filing of the certificate of limited

52-27  partnership occurs, the Secretary of State shall compile a complete

52-28  list containing the names of all foreign limited partnerships whose

52-29  right to transact business has been forfeited.

52-30     3.  The Secretary of State shall notify, by providing written

52-31  notice to its resident agent, each foreign limited partnership

52-32  specified in subsection 2 of the forfeiture of its right to transact

52-33  business. The written notice:

52-34     (a) Must include a statement indicating the amount of the

52-35  filing fee, penalties incurred and costs remaining unpaid.

52-36     (b) At the request of the resident agent, may be provided

52-37  electronically.

52-38     Sec. 94.  1.  Except as otherwise provided in subsections 3

52-39  and 4, the Secretary of State shall reinstate a foreign limited

52-40  partnership which has forfeited or which forfeits its right to

52-41  transact business under the provisions of this chapter and shall

52-42  restore to the foreign limited partnership its right to transact

52-43  business in this state, and to exercise its privileges and immunities,

52-44  if it:

53-1      (a) Files with the Secretary of State a list as provided in

53-2  sections 89 and 91 of this act; and

53-3      (b) Pays to the Secretary of State:

53-4          (1) The filing fee and penalty set forth in sections 89 and 92

53-5  of this act for each year or portion thereof that its right to transact

53-6  business was forfeited;

53-7          (2) A fee of $200 for reinstatement; and

53-8          (3) Any applicable fee pursuant to NRS 88.415.

53-9      2.  If payment is made and the Secretary of State reinstates the

53-10  foreign limited partnership to its former rights, the Secretary of

53-11  State shall issue to the foreign limited partnership a certificate of

53-12  reinstatement.

53-13     3.  The Secretary of State shall not order a reinstatement

53-14  unless all delinquent fees and penalties have been paid and the

53-15  revocation of the right to transact business occurred only by

53-16  reason of failure to pay the fees and penalties.

53-17     4.  If the right of a foreign limited partnership to transact

53-18  business in this state has been forfeited pursuant to the provisions

53-19  of section 93 of this act and has remained forfeited for a period of

53-20  5 consecutive years, the right is not subject to reinstatement.

53-21     Sec. 95.  1.  Except as otherwise provided in subsection 2, if

53-22  a foreign limited partnership applies to reinstate its certificate of

53-23  registration and its name has been legally reserved or acquired by

53-24  another artificial person formed, organized, registered or qualified

53-25  pursuant to the provisions of this title whose name is on file with

53-26  the Office of the Secretary of State or reserved in the Office of the

53-27  Secretary of State pursuant to the provisions of this title, the

53-28  foreign limited partnership must in its application for

53-29  reinstatement submit in writing to the Secretary of State some

53-30  other name under which it desires its existence to be reinstated. If

53-31  that name is distinguishable from all other names reserved or

53-32  otherwise on file, the Secretary of State shall issue to the applying

53-33  foreign limited partnership a certificate of reinstatement under

53-34  that new name.

53-35     2.  If the applying foreign limited partnership submits the

53-36  written, acknowledged consent of the artificial person having a

53-37  name, or the person who has reserved a name, which is not

53-38  distinguishable from the old name of the applying foreign limited

53-39  partnership or a new name it has submitted, it may be reinstated

53-40  under that name.

53-41     3.  For the purposes of this section, a proposed name is not

53-42  distinguishable from a name on file or reserved solely because one

53-43  or the other contains distinctive lettering, a distinctive mark, a

53-44  trademark or a trade name, or any combination thereof.

54-1      4.  The Secretary of State may adopt regulations that interpret

54-2  the requirements of this section.

54-3      Sec. 96.  NRS 88.320 is hereby amended to read as follows:

54-4      88.320  1.  The name proposed for a limited partnership as set

54-5  forth in its certificate of limited partnership:

54-6      (a) Must contain the words “Limited Partnership,” or the

54-7  abbreviation “LP” or “L.P.”

54-8      (b) May not contain the name of a limited partner unless:

54-9          (1) It is also the name of a general partner or the corporate

54-10  name of a corporate general partner; or

54-11         (2) The business of the limited partnership had been carried

54-12  on under that name before the admission of that limited partner; and

54-13     (c) Must be distinguishable on the records of the Secretary of

54-14  State from the names of all other artificial persons formed,

54-15  organized, registered or qualified pursuant to the provisions of this

54-16  title that are on file in the Office of the Secretary of State and all

54-17  names that are reserved in the Office of the Secretary of State

54-18  pursuant to the provisions of this title. If the name on the certificate

54-19  of limited partnership submitted to the Secretary of State is not

54-20  distinguishable from any name on file or reserved name, the

54-21  Secretary of State shall return the certificate to the filer, unless

54-22  the written, acknowledged consent to the use of the same or the

54-23  requested similar name of the holder of the name on file or reserved

54-24  name accompanies the certificate of limited partnership.

54-25     2.  For the purposes of this section, a proposed name is not

54-26  distinguished from a name on file or reserved name solely because

54-27  one or the other contains distinctive lettering, a distinctive mark, a

54-28  trademark or a trade name, or any combination [of these.] thereof.

54-29     3.  The Secretary of State shall not accept for filing any

54-30  certificate of limited partnership for any limited partnership

54-31  formed or existing pursuant to the laws of this state which

54-32  provides that the name of the limited partnership contains the

54-33  words “accountant,” “accounting,” “accountancy,” “auditor” or

54-34  “auditing” unless the Nevada State Board of Accountancy

54-35  certifies that the limited partnership:

54-36     (a) Is registered pursuant to the provisions of chapter 628 of

54-37  NRS; or

54-38     (b) Has filed with the Nevada State Board of Accountancy

54-39  under penalty of perjury a written statement that the limited

54-40  partnership is not engaged in the practice of accounting and is not

54-41  offering to practice accounting in this state.

54-42     4.  The Secretary of State shall not accept for filing any

54-43  certificate of limited partnership for any limited partnership

54-44  formed or existing pursuant to the laws of this state which

55-1  provides that the name of the limited partnership contains the

55-2  word “bank” or “trust” unless:

55-3      (a) It appears from the certificate of limited partnership that

55-4  the limited partnership proposes to carry on business as a banking

55-5  or trust company, exclusively or in connection with its business as

55-6  a bank or savings and loan association; and

55-7      (b) The certificate of limited partnership is first approved by

55-8  the Commissioner of Financial Institutions.

55-9      5.  The Secretary of State shall not accept for filing any

55-10  certificate of limited partnership for any limited partnership

55-11  formed or existing pursuant to the provisions of this chapter if it

55-12  appears from the certificate of limited partnership that the

55-13  business to be carried on by the limited partnership is subject to

55-14  supervision by the Commissioner of Insurance or by the

55-15  Commissioner of Financial Institutions, unless the certificate of

55-16  limited partnership is approved by the Commissioner who will

55-17  supervise the business of the limited partnership.

55-18     6.  Except as otherwise provided in subsection 5, the Secretary

55-19  of State shall not accept for filing any certificate of limited

55-20  partnership for any limited partnership formed or existing

55-21  pursuant to the laws of this state which provides that the name of

55-22  the limited partnership contains the words “engineer,”

55-23  “engineered,” “engineering,” “professional engineer,” “registered

55-24  engineer” or “licensed engineer” unless:

55-25     (a) The State Board of Professional Engineers and Land

55-26  Surveyors certifies that the principals of the limited partnership

55-27  are licensed to practice engineering pursuant to the laws of this

55-28  state; or

55-29     (b) The State Board of Professional Engineers and Land

55-30  Surveyors certifies that the limited partnership is exempt from the

55-31  prohibitions of NRS 625.520.

55-32     7.  The Secretary of State shall not accept for filing any

55-33  certificate of limited partnership for any limited partnership

55-34  formed or existing pursuant to the laws of this state which

55-35  provides that the name of the limited partnership contains the

55-36  words “unit-owners’ association” or “homeowners’ association”

55-37  or if it appears in the certificate of limited partnership that the

55-38  purpose of the limited partnership is to operate as a unit-owners’

55-39  association pursuant to chapter 116 of NRS unless the

55-40  Administrator of the Real Estate Division of the Department of

55-41  Business and Industry certifies that the limited partnership has:

55-42     (a) Registered with the Ombudsman for Owners in Common-

55-43  Interest Communities pursuant to NRS 116.31158; and

55-44     (b) Paid to the Administrator of the Real Estate Division the

55-45  fees required pursuant to NRS 116.31155.

56-1      8.  The name of a limited partnership whose right to transact

56-2  business has been forfeited, which has merged and is not the

56-3  surviving entity or whose existence has otherwise terminated is

56-4  available for use by any other artificial person.

56-5      [4.] 9. The Secretary of State may adopt regulations that

56-6  interpret the requirements of this section.

56-7      Sec. 97.  NRS 88.327 is hereby amended to read as follows:

56-8      88.327  1.  Except as otherwise provided in subsection 2, if a

56-9  limited partnership applies to reinstate its right to transact business

56-10  but its name has been legally reserved or acquired by any other

56-11  artificial person formed, organized, registered or qualified pursuant

56-12  to the provisions of this title whose name is on file with the Office

56-13  of the Secretary of State or reserved in the Office of the Secretary of

56-14  State pursuant to the provisions of this title, the applying limited

56-15  partnership shall submit in writing to the Secretary of State some

56-16  other name under which it desires its right to be reinstated. If that

56-17  name is distinguishable from all other names reserved or otherwise

56-18  on file, the Secretary of State shall issue to the applying limited

56-19  partnership a certificate of reinstatement under that new name.

56-20     2.  If the applying limited partnership submits the written,

56-21  acknowledged consent of the other artificial person having the

56-22  name, or the person who has reserved the name, that is not

56-23  distinguishable from the old name of the applying limited

56-24  partnership or a new name it has submitted, it may be reinstated

56-25  under that name.

56-26     3.  For the purposes of this section, a proposed name is not

56-27  distinguishable from a name on file or reserved name solely because

56-28  one or the other contains distinctive lettering, a distinctive mark, a

56-29  trademark or a trade name, or any combination [of these.] thereof.

56-30     4.  The Secretary of State may adopt regulations that interpret

56-31  the requirements of this section.

56-32     Sec. 98.  NRS 88.340 is hereby amended to read as follows:

56-33     88.340  The Secretary of State may microfilm or image any

56-34  document which is filed in his office by or relating to a limited

56-35  partnership pursuant to this chapter and may return the original

56-36  document to the filer.

56-37     Sec. 99.  NRS 88.360 is hereby amended to read as follows:

56-38     88.360  A certificate of limited partnership must be cancelled

56-39  upon the dissolution and the commencement of winding up of the

56-40  partnership or at any other time there are no limited partners. A

56-41  certificate of cancellation must be filed in the Office of the Secretary

56-42  of State and set forth:

56-43     1.  The name of the limited partnership;

56-44     2.  [The date of filing of its certificate of limited partnership;

56-45     3.] The reason for filing the certificate of cancellation;

57-1      [4.] 3. The effective date, which must be a date certain, of

57-2  cancellation if it is not to be effective upon the filing of the

57-3  certificate; and

57-4      [5.] 4. Any other information the general partners filing the

57-5  certificate determine.

57-6      Sec. 100.  NRS 88.395 is hereby amended to read as follows:

57-7      88.395  1.  A limited partnership shall, on or before the [first]

57-8  last day of the [second] first month after the filing of its certificate

57-9  of limited partnership with the Secretary of State, and annually

57-10  thereafter on or before the last day of the month in which the

57-11  anniversary date of the filing of its certificate of limited partnership

57-12  occurs, file with the Secretary of State, on a form furnished by him,

57-13  a list that contains:

57-14     (a) The name of the limited partnership;

57-15     (b) The file number of the limited partnership, if known;

57-16     (c) The names of all of its general partners;

57-17     (d) The [mailing or street] address, either residence or business,

57-18  of each general partner;

57-19     (e) The name and street address of the resident agent of the

57-20  limited partnership; and

57-21     (f) The signature of a general partner of the limited partnership

57-22  certifying that the list is true, complete and accurate.

57-23  Each list filed pursuant to this subsection must be accompanied by a

57-24  declaration under penalty of perjury that the limited partnership has

57-25  complied with the provisions of chapter 364A of NRS[.] and which

57-26  acknowledges that pursuant to NRS 239.330 it is a category C

57-27  felony to knowingly offer any false or forged instrument for filing

57-28  in the Office of the Secretary of State.

57-29     2.  Upon filing:

57-30     (a) The initial list required by subsection 1, the limited

57-31  partnership shall pay to the Secretary of State a fee of $165.

57-32     (b) Each annual list required by subsection 1, the limited

57-33  partnership shall pay to the Secretary of State a fee of $85.

57-34     3.  The Secretary of State shall, 60 days before the last day for

57-35  filing each annual list required by subsection 1, cause to be mailed

57-36  to each limited partnership which is required to comply with the

57-37  provisions of this section , and which has not become delinquent , a

57-38  notice of the fee due pursuant to the provisions of subsection 2 and a

57-39  reminder to file the annual list. Failure of any limited partnership to

57-40  receive a notice or form does not excuse it from the penalty imposed

57-41  by NRS 88.400.

57-42     4.  If the list to be filed pursuant to the provisions of subsection

57-43  1 is defective or the fee required by subsection 2 is not paid, the

57-44  Secretary of State may return the list for correction or payment.

58-1      5.  An annual list for a limited partnership not in default that is

58-2  received by the Secretary of State more than [60] 90 days before its

58-3  due date shall be deemed an amended list for the previous year and

58-4  does not satisfy the requirements of subsection 1 for the year to

58-5  which the due date is applicable.

58-6      6.  A filing made pursuant to this section does not satisfy the

58-7  provisions of NRS 88.355 and may not be substituted for filings

58-8  submitted pursuant to NRS 88.355.

58-9      Sec. 101.  NRS 88.400 is hereby amended to read as follows:

58-10     88.400  1.  If a limited partnership has filed the list in

58-11  compliance with NRS 88.395 and has paid the appropriate fee for

58-12  the filing, the cancelled check or other proof of payment received

58-13  by the limited partnership constitutes a certificate authorizing it to

58-14  transact its business within this state until the anniversary date of the

58-15  filing of its certificate of limited partnership in the next succeeding

58-16  calendar year. [If the limited partnership desires a formal certificate

58-17  upon its payment of the annual fee, its payment must be

58-18  accompanied by a self-addressed, stamped envelope.]

58-19     2.  Each limited partnership which refuses or neglects to file the

58-20  list and pay the fee within the time provided is in default.

58-21     3.  If a limited partnership that is a unit-owners’ association

58-22  as defined in NRS 116.110315 fails to register pursuant to NRS

58-23  116.31158 or fails to pay the fees pursuant to NRS 116.31155, the

58-24  limited partnership shall be deemed to be in default. Upon

58-25  notification from the Administrator of the Real Estate Division of

58-26  the Department of Business and Industry that the limited

58-27  partnership has registered pursuant to NRS 116.31158 and paid

58-28  the fees pursuant to NRS 116.31155, the Secretary of State shall

58-29  reinstate the limited partnership if the limited partnership

58-30  complies with the requirements for reinstatement as provided in

58-31  this section and NRS 88.350 to 88.415, inclusive.

58-32     4.  For default there must be added to the amount of the fee a

58-33  penalty of $50, and unless the filings are made and the fee and

58-34  penalty are paid on or before the first day of the first anniversary of

58-35  the month following the month in which filing was required, the

58-36  defaulting limited partnership, by reason of its default, forfeits its

58-37  right to transact any business within this state.

58-38     Sec. 102.  NRS 88.405 is hereby amended to read as follows:

58-39     88.405  1.  The Secretary of State shall notify, by [letter

58-40  addressed] providing written notice to its resident agent, each

58-41  defaulting limited partnership. The written notice [must be

58-42  accompanied by] :

58-43     (a) Must include a statement indicating the amount of the filing

58-44  fee, penalties incurred and costs remaining unpaid.

59-1      (b) At the request of the resident agent, may be provided

59-2  electronically.

59-3      2.  Immediately after the [first day of the first anniversary of the

59-4  month following the month in which filing was required,

59-5  the certificate of the limited partnership is revoked. The] last day of

59-6  the month in which the anniversary date of the filing of the

59-7  certificate of limited partnership occurs, the Secretary of State

59-8  shall compile a complete list containing the names of all limited

59-9  partnerships whose right to [do] transact business has been

59-10  forfeited.

59-11     3.  The Secretary of State shall notify, by [letter addressed]

59-12  providing written notice to its resident agent, each limited

59-13  partnership specified in subsection 2 of the revocation of its

59-14  certificate. The written notice [must be accompanied by] :

59-15     (a) Must include a statement indicating the amount of the filing

59-16  fee, penalties incurred and costs remaining unpaid.

59-17     [3.] (b) At the request of the resident agent, may be provided

59-18  electronically.

59-19     4. In case of revocation of the certificate and of the forfeiture

59-20  of the right to transact business thereunder, all the property and

59-21  assets of the defaulting domestic limited partnership are held in trust

59-22  by the general partners, and the same proceedings may be had with

59-23  respect thereto as for the judicial dissolution of a limited

59-24  partnership. Any person interested may institute proceedings at any

59-25  time after a forfeiture has been declared, but if the Secretary of State

59-26  reinstates the limited partnership , the proceedings must at once be

59-27  dismissed and all property restored to the general partners.

59-28     Sec. 103.  NRS 88.410 is hereby amended to read as follows:

59-29     88.410  1.  Except as otherwise provided in subsections 3 and

59-30  4, the Secretary of State may:

59-31     (a) Reinstate any limited partnership which has forfeited or

59-32  which forfeits its right to transact business; and

59-33     (b) Restore to the limited partnership its right to carry on

59-34  business in this state, and to exercise its privileges and

59-35  immunities,

59-36  upon the filing with the Secretary of State of the list required

59-37  pursuant to NRS 88.395, and upon payment to the Secretary of State

59-38  of the filing fee and penalty set forth in NRS 88.395 and 88.400 for

59-39  each year or portion thereof during which the certificate has been

59-40  revoked, and a fee of $200 for reinstatement[.] and the fee required

59-41  pursuant to subsection 6 of NRS 88.415, if applicable.

59-42     2.  When payment is made and the Secretary of State reinstates

59-43  the limited partnership to its former rights, he shall[:

60-1      (a) Immediately issue and deliver to the limited partnership a

60-2  certificate of reinstatement authorizing it to transact business as if

60-3  the filing fee had been paid when due; and

60-4      (b) Upon demand,] issue to the limited partnership [one or more

60-5  certified copies of the] a certificate of reinstatement.

60-6      3.  The Secretary of State shall not order a reinstatement unless

60-7  all delinquent fees and penalties have been paid, and the revocation

60-8  occurred only by reason of failure to pay the fees and penalties.

60-9      4.  If a limited partnership’s certificate has been revoked

60-10  pursuant to the provisions of this chapter and has remained revoked

60-11  for a period of 5 years, the certificate must not be reinstated.

60-12     Sec. 104.  NRS 88.595 is hereby amended to read as follows:

60-13     88.595  A foreign limited partnership may cancel its

60-14  registration by filing with the Secretary of State a certificate of

60-15  cancellation signed by a general partner. The certificate must set

60-16  forth:

60-17     1.  The name of the foreign limited partnership;

60-18     2.  [The date upon which its certificate of registration was filed;

60-19     3.] The reason for filing the certificate of cancellation;

60-20     [4.] 3. The effective date of the cancellation if other than the

60-21  date of the filing of the certificate of cancellation; and

60-22     [5.] 4. Any other information deemed necessary by the general

60-23  partners of the partnership.

60-24  A cancellation does not terminate the authority of the Secretary of

60-25  State to accept service of process on the foreign limited partnership

60-26  with respect to causes of action arising out of the transactions of

60-27  business in this state.

60-28     Sec. 105.  Chapter 88A of NRS is hereby amended by adding

60-29  thereto the provisions set forth as sections 106 to 114, inclusive, of

60-30  this act.

60-31     Sec. 106.  1.  Each document filed with the Secretary of

60-32  State pursuant to this chapter must be on or accompanied by a

60-33  form prescribed by the Secretary of State.

60-34     2.  The Secretary of State may refuse to file a document which

60-35  does not comply with subsection 1 or which does not contain all of

60-36  the information required by statute for filing the document.

60-37     3.  If the information provided on the form prescribed by the

60-38  Secretary of State conflicts with any information provided on an

60-39  accompanying document that is being filed with the Secretary of

60-40  State, the Secretary of State may:

60-41     (a) File the document, in which case the information on the

60-42  document controls; or

60-43     (b) Refuse to file the document.

61-1      4.  The Secretary of State may by regulation provide for the

61-2  electronic filing of documents with the Office of the Secretary of

61-3  State.

61-4      Sec. 107.  1.  Each foreign business trust doing business in

61-5  this state shall, on or before the last day of the month after the

61-6  filing of its application for registration as a foreign business trust

61-7  with the Secretary of State, and annually thereafter on or before

61-8  the last day of the month in which the anniversary date of its

61-9  qualification to do business in this state occurs in each year, file

61-10  with the Secretary of State a list, on a form furnished by him, that

61-11  contains:

61-12     (a) The name of the foreign business trust;

61-13     (b) The file number of the foreign business trust, if known;

61-14     (c) The name of at least one of its trustees;

61-15     (d) The address, either residence or business, of the trustee

61-16  listed pursuant to paragraph (c);

61-17     (e) The name and street address of its resident agent in this

61-18  state; and

61-19     (f) The signature of a trustee of the foreign business trust

61-20  certifying that the list is true, complete and accurate.

61-21     2.  Each list required to be filed pursuant to this section must

61-22  be accompanied by a declaration under penalty of perjury that the

61-23  foreign business trust:

61-24     (a) Has complied with the provisions of chapter 364A of NRS;

61-25  and

61-26     (b) Acknowledges that pursuant to NRS 239.330 it is a

61-27  category C felony to knowingly offer any false or forged

61-28  instrument for filing in the Office of the Secretary of State.

61-29     3.  Upon filing:

61-30     (a) The initial list required by this section, the foreign business

61-31  trust shall pay to the Secretary of State a fee of $165.

61-32     (b) Each annual list required by this section, the foreign

61-33  business trust shall pay to the Secretary of State a fee of $85.

61-34     4.  The Secretary of State shall, 60 days before the last day for

61-35  filing each annual list required by subsection 1, cause to be mailed

61-36  to each foreign business trust which is required to comply with the

61-37  provisions of sections 107 to 113, inclusive, of this act, and which

61-38  has not become delinquent, the blank forms to be completed and

61-39  filed with him. Failure of any foreign business trust to receive the

61-40  forms does not excuse it from the penalty imposed by the

61-41  provisions of sections 107 to 113, inclusive, of this act.

61-42     5.  An annual list for a foreign business trust not in default

61-43  which is received by the Secretary of State more than 90 days

61-44  before its due date must be deemed an amended list for the

62-1  previous year and does not satisfy the requirements of subsection 1

62-2  for the year to which the due date is applicable.

62-3      Sec. 108.  If a foreign business trust has filed the initial or

62-4  annual list in compliance with section 107 of this act and has paid

62-5  the appropriate fee for the filing, the cancelled check or other

62-6  proof of payment received by the foreign business trust constitutes

62-7  a certificate authorizing it to transact its business within this state

62-8  until the last day of the month in which the anniversary of its

62-9  qualification to transact business occurs in the next succeeding

62-10  calendar year.

62-11     Sec. 109.  1.  Each list required to be filed under the

62-12  provisions of sections 107 to 113, inclusive, of this act must, after

62-13  the name of each trustee listed thereon, set forth the address,

62-14  either residence or business, of each trustee.

62-15     2.  If the addresses are not stated for each person on any list

62-16  offered for filing, the Secretary of State may refuse to file the list,

62-17  and the foreign business trust for which the list has been offered

62-18  for filing is subject to all the provisions of sections 107 to 113,

62-19  inclusive, of this act relating to failure to file the list within or at

62-20  the times therein specified, unless a list is subsequently submitted

62-21  for filing which conforms to the provisions of this section.

62-22     Sec. 110.  1.  Each foreign business trust required to make a

62-23  filing and pay the fee prescribed in sections 107 to 113, inclusive,

62-24  of this act which refuses or neglects to do so within the time

62-25  provided is in default.

62-26     2.  For default there must be added to the amount of the fee a

62-27  penalty of $50, and unless the filing is made and the fee and

62-28  penalty are paid on or before the last day of the month in which

62-29  the anniversary date of the foreign business trust occurs, the

62-30  defaulting foreign business trust by reason of its default forfeits its

62-31  right to transact any business within this state. The fee and penalty

62-32  must be collected as provided in this chapter.

62-33     Sec. 111.  1.  The Secretary of State shall notify, by

62-34  providing written notice to its resident agent, each foreign

62-35  business trust deemed in default pursuant to section 110 of this

62-36  act. The written notice:

62-37     (a) Must include a statement indicating the amount of the

62-38  filing fee, penalties incurred and costs remaining unpaid.

62-39     (b) At the request of the resident agent, may be provided

62-40  electronically.

62-41     2.  Immediately after the last day of the month in which the

62-42  anniversary date of the filing of the certificate of trust occurs,

62-43  the Secretary of State shall compile a complete list containing the

62-44  names of all corporations whose right to transact business has

62-45  been forfeited.

63-1      3.  The Secretary of State shall notify, by providing written

63-2  notice to its resident agent, each foreign business trust specified in

63-3  subsection 2 of the forfeiture of its right to transact business. The

63-4  written notice:

63-5      (a) Must include a statement indicating the amount of the

63-6  filing fee, penalties incurred and costs remaining unpaid.

63-7      (b) At the request of the resident agent, may be provided

63-8  electronically.

63-9      Sec. 112.  1.  Except as otherwise provided in subsections 3

63-10  and 4, the Secretary of State shall reinstate a foreign business

63-11  trust which has forfeited or which forfeits its right to transact

63-12  business under the provisions of this chapter and shall restore to

63-13  the foreign business trust its right to transact business in this state,

63-14  and to exercise its privileges and immunities, if it:

63-15     (a) Files with the Secretary of State a list as provided in

63-16  sections 107 and 109 of this act; and

63-17     (b) Pays to the Secretary of State:

63-18         (1) The filing fee and penalty set forth in sections 107 and

63-19  110 of this act for each year or portion thereof that its right to

63-20  transact business was forfeited;

63-21         (2) A fee of $200 for reinstatement; and

63-22         (3) Any applicable fee pursuant to NRS 88A.900.

63-23     2.  If payment is made and the Secretary of State reinstates the

63-24  foreign business trust to its former rights, the Secretary of State

63-25  shall issue to the foreign business trust a certificate of

63-26  reinstatement.

63-27     3.  The Secretary of State shall not order a reinstatement

63-28  unless all delinquent fees and penalties have been paid and the

63-29  revocation of the right to transact business occurred only by

63-30  reason of failure to pay the fees and penalties.

63-31     4.  If the right of a foreign business trust to transact business

63-32  in this state has been forfeited pursuant to the provisions of

63-33  section 111 of this act and has remained forfeited for a period of 5

63-34  consecutive years, the right to transact business must not be

63-35  reinstated.

63-36     Sec. 113.  1.  Except as otherwise provided in subsection 2, if

63-37  a foreign business trust applies to reinstate its certificate of trust

63-38  and its name has been legally reserved or acquired by another

63-39  artificial person formed, organized, registered or qualified

63-40  pursuant to the provisions of this title whose name is on file with

63-41  the Office of the Secretary of State or reserved in the Office of the

63-42  Secretary of State pursuant to the provisions of this title, the

63-43  foreign business trust must submit in writing in its application for

63-44  reinstatement to the Secretary of State some other name under

63-45  which it desires its existence to be reinstated. If that name is

64-1  distinguishable from all other names reserved or otherwise on file,

64-2  the Secretary of State shall issue to the applying foreign business

64-3  trust a certificate of reinstatement under that new name.

64-4      2.  If the applying foreign business trust submits the written,

64-5  acknowledged consent of the artificial person having a name, or

64-6  the person who has reserved a name, which is not distinguishable

64-7  from the old name of the applying foreign business trust or a new

64-8  name it has submitted, it may be reinstated under that name.

64-9      3.  For the purposes of this section, a proposed name is not

64-10  distinguishable from a name on file or reserved solely because one

64-11  or the other contains distinctive lettering, a distinctive mark, a

64-12  trademark or a trade name, or any combination thereof.

64-13     4.  The Secretary of State may adopt regulations that interpret

64-14  the requirements of this section.

64-15     Sec. 114.  1.  Each foreign business trust admitted to do

64-16  business in this state shall, within 90 days after the filing of any

64-17  document amendatory or otherwise relating to the original articles

64-18  in the place of its creation, file in the Office of the Secretary of

64-19  State a statement of a trustee of the change reflected by the filing

64-20  of the document, showing its relation to the name or general

64-21  purposes.

64-22     2.  When a foreign business trust authorized to do business in

64-23  this state becomes a constituent of a merger permitted by the laws

64-24  of the state or country in which it is organized, it shall, within 90

64-25  days after the merger becomes effective, file a copy of the

64-26  agreement of merger filed in the place of its creation, certified by

64-27  an authorized officer of the place of its creation, or a certificate,

64-28  issued by the proper officer of the place of its creation, attesting to

64-29  the occurrence of the event, in the Office of the Secretary of State.

64-30     3.  The Secretary of State may revoke the right of a foreign

64-31  business trust to transact business in this state if it fails to file the

64-32  documents required by this section or pay the fees incident to that

64-33  filing.

64-34     Sec. 115.  NRS 88A.220 is hereby amended to read as follows:

64-35     88A.220  1.  A certificate of trust may be amended by filing

64-36  with the Secretary of State a certificate of amendment signed by at

64-37  least one trustee. The certificate of amendment must set forth:

64-38     (a) The name of the business trust; and

64-39     (b) The amendment to the certificate of trust.

64-40     2.  A certificate of trust may be restated by integrating into a

64-41  single instrument all the provisions of the original certificate, and all

64-42  amendments to the certificate, which are then in effect or are to be

64-43  made by the restatement. The restated certificate of trust must be so

64-44  designated in its heading, must be signed by at least one trustee and

64-45  must set forth:

65-1      (a) The present name of the business trust [and, if the name has

65-2  been changed, the name under which the business trust was

65-3  originally formed;

65-4      (b) The date of filing of the original certificate of trust;

65-5      (c)] ;

65-6      (b) The provisions of the original certificate of trust, and all

65-7  amendments to the certificate, which are then in effect; and

65-8      [(d)] (c) Any further amendments to the certificate of trust.

65-9      3.  A certificate of trust may be amended or restated at any time

65-10  for any purpose determined by the trustees.

65-11     Sec. 116.  NRS 88A.420 is hereby amended to read as follows:

65-12     88A.420  A certificate of trust must be cancelled upon the

65-13  completion or winding up of the business trust and its termination.

65-14  A certificate of cancellation must be signed by a trustee, filed with

65-15  the Secretary of State, and set forth:

65-16     1.  The name of the business trust;

65-17     2.  [The date of filing of its certificate of trust;

65-18     3.] A future effective date of the certificate of cancellation, if it

65-19  is not to be effective upon filing, which may not be more than 90

65-20  days after the certificate is filed; and

65-21     [4.] 3. Any other information the trustee determines to include.

65-22     Sec. 117.  NRS 88A.600 is hereby amended to read as follows:

65-23     88A.600  1.  A business trust formed pursuant to this chapter

65-24  shall, on or before the [first] last day of the [second] first month

65-25  after the filing of its certificate of trust with the Secretary of State,

65-26  and annually thereafter on or before the last day of the month in

65-27  which the anniversary date of the filing of its certificate of trust with

65-28  the Secretary of State occurs, file with the Secretary of State, on a

65-29  form furnished by him, a list signed by at least one trustee that

65-30  contains the name and mailing address of its resident agent and at

65-31  least one trustee. Each list filed pursuant to this subsection must be

65-32  accompanied by a declaration under penalty of perjury that the

65-33  business trust [has] :

65-34     (a) Has complied with the provisions of chapter 364A of NRS

65-35  [.] ; and

65-36     (b) Acknowledges that pursuant to NRS 239.330 it is a

65-37  category C felony to knowingly offer any false or forged

65-38  instrument for filing in the Office of the Secretary of State.

65-39     2.  Upon filing:

65-40     (a) The initial list required by subsection 1, the business trust

65-41  shall pay to the Secretary of State a fee of $165.

65-42     (b) Each annual list required by subsection 1, the business trust

65-43  shall pay to the Secretary of State a fee of $85.

65-44     3.  The Secretary of State shall, 60 days before the last day for

65-45  filing each annual list required by subsection 1, cause to be mailed

66-1  to each business trust which is required to comply with the

66-2  provisions of NRS 88A.600 to 88A.660, inclusive, and which has

66-3  not become delinquent, the blank forms to be completed and filed

66-4  with him. Failure of a business trust to receive the forms does not

66-5  excuse it from the penalty imposed by law.

66-6      4.  An annual list for a business trust not in default which is

66-7  received by the Secretary of State more than [60] 90 days before its

66-8  due date shall be deemed an amended list for the previous year.

66-9      Sec. 118.  NRS 88A.610 is hereby amended to read as follows:

66-10     88A.610  When the fee for filing the annual list has been paid,

66-11  the cancelled check or other proof of payment received by the

66-12  business trust constitutes a certificate authorizing it to transact its

66-13  business within this state until the last day of the month in which the

66-14  anniversary of the filing of its certificate of trust occurs in the next

66-15  succeeding calendar year. [If the business trust desires a formal

66-16  certificate upon its payment of the annual fee, its payment must be

66-17  accompanied by a self-addressed, stamped envelope.]

66-18     Sec. 119.  NRS 88A.620 is hereby amended to read as follows:

66-19     88A.620  1.  Each list required to be filed pursuant to the

66-20  provisions of NRS 88A.600 to 88A.660, inclusive, must, after the

66-21  name of each trustee listed thereon, set forth his [post office box or

66-22  street] address, either residence or business.

66-23     2.  If the addresses are not stated on a list offered for filing, the

66-24  Secretary of State may refuse to file the list, and the business trust

66-25  for which the list has been offered for filing is subject to all the

66-26  provisions of NRS 88A.600 to 88A.660, inclusive, relating to failure

66-27  to file the list when or at the times therein specified, unless a list is

66-28  subsequently submitted for filing which conforms to the provisions

66-29  of those sections.

66-30     Sec. 120.  NRS 88A.640 is hereby amended to read as follows:

66-31     88A.640  1.  The Secretary of State shall notify, by [letter

66-32  addressed] providing written notice to its resident agent, each

66-33  business trust deemed in default pursuant to the provisions of this

66-34  chapter. The written notice [must be accompanied by] :

66-35     (a) Must include a statement indicating the amount of the filing

66-36  fee, penalties incurred and costs remaining unpaid.

66-37     (b) At the request of the resident agent, may be provided

66-38  electronically.

66-39     2.  Immediately after the [first day of the first anniversary of the

66-40  month following the month in which the filing was required, the

66-41  certificate of trust of the business trust is revoked and its right to

66-42  transact business is forfeited.

66-43     3.  The] last day of the month in which the anniversary date of

66-44  the filing of the certificate of trust occurs, the Secretary of State

67-1  shall compile a complete list containing the names of all business

67-2  trusts whose right to [do] transact business has been forfeited. [He]

67-3      3.  The Secretary of State shall forthwith notify [each such

67-4  business trust, by letter addressed] , by providing written notice to

67-5  its resident agent, each business trust specified in subsection 2 of

67-6  the revocation of its certificate of trust. The written notice [must be

67-7  accompanied by] :

67-8      (a) Must include a statement indicating the amount of the filing

67-9  fee, penalties incurred and costs remaining unpaid.

67-10     (b) At the request of the resident agent, may be provided

67-11  electronically.

67-12     4.  If the certificate of trust is revoked and the right to transact

67-13  business is forfeited, all the property and assets of the defaulting

67-14  business trust must be held in trust by its trustees as for

67-15  insolvent business trusts, and the same proceedings may be had with

67-16  respect thereto as are applicable to insolvent business trusts. Any

67-17  person interested may institute proceedings at any time after a

67-18  forfeiture has been declared, but if the Secretary of State reinstates

67-19  the certificate of trust, the proceedings must at once be dismissed.

67-20     Sec. 121.  NRS 88A.650 is hereby amended to read as follows:

67-21     88A.650  1.  Except as otherwise provided in [subsection 3,]

67-22  subsections 3 and 4, the Secretary of State shall reinstate a business

67-23  trust which has forfeited or which forfeits its right to transact

67-24  business pursuant to the provisions of this chapter and shall restore

67-25  to the business trust its right to carry on business in this state, and to

67-26  exercise its privileges and immunities, if it:

67-27     (a) Files with the Secretary of State the list required by NRS

67-28  88A.600; and

67-29     (b) Pays to the Secretary of State:

67-30         (1) The filing fee and penalty set forth in NRS 88A.600 and

67-31  88A.630 for each year or portion thereof during which its certificate

67-32  of trust was revoked; [and]

67-33         (2) A fee of $200 for reinstatement[.] ; and

67-34         (3) Any applicable fee pursuant to NRS 88A.900.

67-35     2.  When the Secretary of State reinstates the business trust, he

67-36  shall[:

67-37     (a) Immediately issue and deliver to the business trust a

67-38  certificate of reinstatement authorizing it to transact business as if

67-39  the filing fee had been paid when due; and

67-40     (b) Upon demand,] issue to the business trust [one or more

67-41  certified copies of the] a certificate of reinstatement.

67-42     3.  The Secretary of State shall not order a reinstatement unless

67-43  all delinquent fees and penalties have been paid, and the revocation

67-44  of the certificate of trust occurred only by reason of the failure to

67-45  file the list or pay the fees and penalties.

68-1      4.  If a certificate of business trust has been revoked pursuant

68-2  to the provisions of this chapter and has remained revoked for a

68-3  period of 5 consecutive years, the charter must not be reinstated.

68-4      Sec. 122.  NRS 88A.710 is hereby amended to read as follows:

68-5      88A.710  Before transacting business in this state, a foreign

68-6  business trust shall register with the Secretary of State. In order to

68-7  register, a foreign business trust shall submit to the Secretary of

68-8  State an application for registration as a foreign business trust,

68-9  signed by a trustee, and a signed certificate of acceptance of a

68-10  resident agent. The application for registration must set forth:

68-11     1.  The name of the foreign business trust and, if different, the

68-12  name under which it proposes to register and transact business in

68-13  this state;

68-14     2.  The state and date of its formation;

68-15     3.  The name and address of the resident agent whom the

68-16  foreign business trust elects to appoint;

68-17     4.  The address of the office required to be maintained in the

68-18  state of its organization by the laws of that state or, if not so

68-19  required, of the principal office of the foreign business trust; and

68-20     5.  The name and [business] address , either residence or

68-21  business, of one trustee.

68-22     Sec. 123.  NRS 88A.740 is hereby amended to read as follows:

68-23     88A.740  A foreign business trust may cancel its registration by

68-24  filing with the Secretary of State a certificate of cancellation signed

68-25  by a trustee. The certificate must set forth:

68-26     1.  The name of the foreign business trust;

68-27     2.  [The date upon which its certificate of registration was filed;

68-28     3.] The effective date of the cancellation if other than the date

68-29  of the filing of the certificate of cancellation; and

68-30     [4.] 3. Any other information deemed necessary by the

68-31  trustee.

68-32  A cancellation does not terminate the authority of the Secretary of

68-33  State to accept service of process on the foreign business trust with

68-34  respect to causes of action arising out of the transaction of business

68-35  in this state.

68-36     Sec. 124.  Chapter 89 of NRS is hereby amended by adding

68-37  thereto a new section to read as follows:

68-38     1.  Each document filed with the Secretary of State pursuant

68-39  to this chapter must be on or accompanied by a form prescribed by

68-40  the Secretary of State.

68-41     2.  The Secretary of State may refuse to file a document which

68-42  does not comply with subsection 1 or which does not contain all of

68-43  the information required by statute for filing the document.

68-44     3.  If the information provided on the form prescribed by the

68-45  Secretary of State conflicts with any information provided on an

69-1  accompanying document that is being filed with the Secretary of

69-2  State, the Secretary of State may:

69-3      (a) File the document, in which case the information on the

69-4  document controls; or

69-5      (b) Refuse to file the document.

69-6      4.  The Secretary of State may by regulation provide for the

69-7  electronic filing of documents with the Office of the Secretary of

69-8  State.

69-9      Sec. 125.  NRS 89.040 is hereby amended to read as follows:

69-10     89.040  1.  One or more persons may organize a professional

69-11  corporation in the manner provided for organizing a private

69-12  corporation pursuant to chapter 78 of NRS. Each person organizing

69-13  the corporation must, except as otherwise provided in subsection 2

69-14  of NRS 89.050, be authorized to perform the professional service

69-15  for which the corporation is organized. The articles of incorporation

69-16  must contain the following additional information:

69-17     (a) The profession to be practiced by means of the professional

69-18  corporation.

69-19     (b) The names and post office boxes or street addresses, either

69-20  residence or business, of the original stockholders and directors of

69-21  the professional corporation.

69-22     (c) Except as otherwise provided in paragraph (d) of this

69-23  subsection, a certificate from the regulating board of the profession

69-24  to be practiced showing that each of the directors, and each of the

69-25  stockholders who is a natural person, is licensed to practice the

69-26  profession.

69-27     (d) For a professional corporation organized pursuant to this

69-28  chapter and practicing pursuant to the provisions of NRS 623.349, a

69-29  certificate from the regulating board or boards of the profession or

69-30  professions to be practiced showing that control and two-thirds

69-31  ownership of the corporation is held by persons registered or

69-32  licensed pursuant to the applicable provisions of chapter 623, 623A

69-33  or 625 of NRS. As used in this paragraph, “control” has the meaning

69-34  ascribed to it in NRS 623.349.

69-35     2.  The corporate name of a professional corporation must

69-36  contain the words “Professional Corporation” or the abbreviation

69-37  “Prof. Corp.,” “P.C.” or “PC,” or the word “Chartered” or the

69-38  abbreviation “Chtd.,” or “Limited” or the abbreviation “Ltd.” The

69-39  corporate name must contain the last name of one or more of its

69-40  stockholders. The corporation may render professional services and

69-41  exercise its authorized powers under a fictitious name if the

69-42  corporation has first registered the name in the manner required by

69-43  chapter 602 of NRS.

 

 

70-1      Sec. 126.  Chapter 92A of NRS is hereby amended by adding

70-2  thereto a new section to read as follows:

70-3      1.  Each document filed with the Secretary of State pursuant

70-4  to this chapter must be on or accompanied by a form prescribed by

70-5  the Secretary of State.

70-6      2.  The Secretary of State may refuse to file a document which

70-7  does not comply with subsection 1 or which does not contain all of

70-8  the information required by statute for filing the document.

70-9      3.  If the information provided on the form prescribed by the

70-10  Secretary of State conflicts with any information provided on an

70-11  accompanying document that is being filed with the Secretary of

70-12  State, the Secretary of State may:

70-13     (a) File the document, in which case the information on the

70-14  document controls; or

70-15     (b) Refuse to file the document.

70-16     4.  The Secretary of State may by regulation provide for the

70-17  electronic filing of documents with the Office of the Secretary of

70-18  State.

70-19     Sec. 127.  NRS 92A.200 is hereby amended to read as follows:

70-20     92A.200  After a plan of merger or exchange is approved as

70-21  required by this chapter, the surviving or acquiring entity shall

70-22  deliver to the Secretary of State for filing articles of merger or

70-23  exchange setting forth:

70-24     1.  The name and jurisdiction of organization of each

70-25  constituent entity;

70-26     2.  That a plan of merger or exchange has been adopted by each

70-27  constituent entity[;] or the parent domestic entity only, if the

70-28  merger is pursuant to NRS 92A.180;

70-29     3.  If approval of the owners of one or more constituent entities

70-30  was not required, a statement to that effect and the name of each

70-31  entity;

70-32     4.  If approval of owners of one or more constituent entities was

70-33  required, the name of each entity and a statement for each entity

70-34  that:

70-35     (a) The plan was approved by the required consent of the

70-36  owners; or

70-37     (b) A plan was submitted to the owners pursuant to this chapter

70-38  including:

70-39         (1) The designation, percentage of total vote or number of

70-40  votes entitled to be cast by each class of owner’s interests entitled to

70-41  vote separately on the plan; and

70-42         (2) Either the total number of votes or percentage of owner’s

70-43  interests cast for and against the plan by the owners of each class of

70-44  interests entitled to vote separately on the plan or the total number

70-45  of undisputed votes or undisputed total percentage of owner’s

71-1  interests cast for the plan separately by the owners of each

71-2  class,

71-3  and the number of votes or percentage of owner’s interests cast for

71-4  the plan by the owners of each class of interests was sufficient for

71-5  approval by the owners of that class;

71-6      5.  In the case of a merger, the amendment, if any, to the articles

71-7  of incorporation, articles of organization, certificate of limited

71-8  partnership or certificate of trust of the surviving entity, which

71-9  amendment may be set forth in the articles of merger as a specific

71-10  amendment or in the form of:

71-11     (a) Amended and restated articles of incorporation;

71-12     (b) Amended and restated articles of organization;

71-13     (c) An amended and restated certificate of limited partnership;

71-14  or

71-15     (d) An amended and restated certificate of trust,

71-16  or attached in that form as an exhibit; and

71-17     6.  If the entire plan of merger or exchange is not set forth, a

71-18  statement that the complete executed plan of merger or plan of

71-19  exchange is on file at the registered office if a corporation, limited-

71-20  liability company or business trust, or office described in paragraph

71-21  (a) of subsection 1 of NRS 88.330 if a limited partnership, or other

71-22  place of business of the surviving entity or the acquiring entity,

71-23  respectively.

71-24  Any of the terms of the plan of merger, conversion or exchange may

71-25  be made dependent upon facts ascertainable outside of the plan of

71-26  merger, conversion or exchange, provided that the plan of merger,

71-27  conversion or exchange clearly and expressly sets forth the manner

71-28  in which such facts shall operate upon the terms of the plan. As used

71-29  in this section, the term “facts” includes, without limitation, the

71-30  occurrence of an event, including a determination or action by a

71-31  person or body, including a constituent entity.

71-32     Sec. 128.  NRS 92A.205 is hereby amended to read as follows:

71-33     92A.205  1.  After a plan of conversion is approved as

71-34  required by this chapter, if the resulting entity is a domestic entity,

71-35  the constituent entity shall deliver to the Secretary of State for filing:

71-36     (a) Articles of conversion setting forth:

71-37         (1) The name and jurisdiction of organization of the

71-38  constituent entity and the resulting entity; and

71-39         (2) That a plan of conversion has been adopted by the

71-40  constituent entity in compliance with the law of the jurisdiction

71-41  governing the constituent entity.

71-42     (b) The following constituent document of the domestic

71-43  resulting entity:

72-1          (1) If the resulting entity is a domestic corporation, the

72-2  articles of incorporation to be filed in compliance with chapter 78 ,

72-3  78A, 82 or 89 of NRS, as applicable;

72-4          (2) If the resulting entity is a domestic limited partnership,

72-5  the certificate of limited partnership to be filed in compliance with

72-6  chapter 88 of NRS;

72-7          (3) If the resulting entity is a domestic limited-liability

72-8  company, the articles of organization to be filed in compliance with

72-9  chapter 86 of NRS; or

72-10         (4) If the resulting entity is a domestic business trust, the

72-11  certificate of trust to be filed in compliance with chapter 88A of

72-12  NRS.

72-13     (c) A certificate of acceptance of appointment of a resident

72-14  agent for the resulting entity which is executed by the resident

72-15  agent.

72-16     2.  After a plan of conversion is approved as required by this

72-17  chapter, if the resulting entity is a foreign entity, the constituent

72-18  entity shall deliver to the Secretary of State for filing articles of

72-19  conversion setting forth:

72-20     (a) The name and jurisdiction of organization of the constituent

72-21  entity and the resulting entity;

72-22     (b) That a plan of conversion has been adopted by the

72-23  constituent entity in compliance with the laws of this state; and

72-24     (c) The address of the resulting entity where copies of process

72-25  may be sent by the Secretary of State.

72-26     3.  If the entire plan of conversion is not set forth in the articles

72-27  of conversion, the filing party must include in the articles of

72-28  conversion a statement that the complete executed plan

72-29  of conversion is on file at the registered office or principal place of

72-30  business of the resulting entity or, if the resulting entity is a

72-31  domestic limited partnership, the office described in paragraph (a)

72-32  of subsection 1 of NRS 88.330.

72-33     4.  If the conversion takes effect on a later date specified in the

72-34  articles of conversion pursuant to NRS 92A.240, the constituent

72-35  document filed with the Secretary of State pursuant to paragraph (b)

72-36  of subsection 1 must state the name and the jurisdiction of the

72-37  constituent entity and that the existence of the resulting entity does

72-38  not begin until the later date.

72-39     5.  Any documents filed with the Secretary of State pursuant to

72-40  this section must be accompanied by the fees required pursuant to

72-41  this title for filing the constituent document.

 

 

 

73-1      Sec. 129.  NRS 116.3101 is hereby amended to read as

73-2  follows:

73-3      116.3101  1. A unit-owners’ association must be organized no

73-4  later than the date the first unit in the common-interest community is

73-5  conveyed.

73-6      2.  The membership of the association at all times consists

73-7  exclusively of all units’ owners or, following termination of the

73-8  common-interest community, of all owners of former units entitled

73-9  to distributions of proceeds under NRS 116.2118, 116.21183 and

73-10  116.21185, or their heirs, successors or assigns.

73-11     3.  The association must [be] :

73-12     (a) Be organized as a profit or nonprofit corporation, trust or

73-13  partnership[.] ;

73-14     (b) Include in its articles of incorporation, certificate of

73-15  registration or certificates of limited partnership, or any certificate

73-16  of amendment thereof, that the purpose of the corporation is to

73-17  operate as an association pursuant to this chapter;

73-18     (c) Contain in its name the words “homeowners’ association”

73-19  or “unit-owners’ association”; and

73-20     (d) Comply with the provisions of chapters 78, 82, 87 and 88 of

73-21  NRS when filing articles of incorporation, certificates of

73-22  registration or certificates of limited partnership, or any certificate

73-23  of amendment thereof, with the Secretary of State.

 

73-24  H