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 provisions of the form prescribed by the Secretary of

1-10  State conflict with the provisions of any document that is filed with

1-11  the form:

1-12      (a) The Secretary of State may determine whether to file or

1-13  reject the document based on the information on the prescribed

1-14  form; and

2-1  (b) Unless otherwise provided in the document, the provisions

2-2  of the document control in any other situation.

2-3  4.  The Secretary of State may by regulation provide for the

2-4  electronic filing of documents with the Office of the Secretary of

2-5  State.

2-6  Sec. 2.  NRS 78.027 is hereby amended to read as follows:

2-7  78.027  The Secretary of State may microfilm or image any

2-8  document which is filed in his office by a corporation pursuant to

2-9  this chapter and may return the original document to the

2-10  corporation.

2-11      Sec. 3.  NRS 78.0295 is hereby amended to read as follows:

2-12      78.0295  1.  A corporation may correct a document filed by

2-13  the Secretary of State with respect to the corporation if the

2-14  document contains an inaccurate record of a corporate action

2-15  described in the document or was defectively executed, attested,

2-16  sealed, verified or acknowledged.

2-17      2.  To correct a document, the corporation [shall:] must:

2-18      (a) Prepare a certificate of correction which:

2-19          (1) States the name of the corporation;

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

2-21  filing date;

2-22          (3) Specifies the inaccuracy or defect;

2-23          (4) Sets forth the inaccurate or defective portion of the

2-24  document in an accurate or corrected form; and

2-25          (5) Is signed by an officer of the corporation[.] or, if no

2-26  stock has been issued by the corporation, by the incorporator or a

2-27  director of the corporation.

2-28      (b) Deliver the certificate to the Secretary of State for filing.

2-29      (c) Pay a filing fee of $150 to the Secretary of State.

2-30      3.  A certificate of correction is effective on the effective date

2-31  of the document it corrects except as to persons relying on the

2-32  uncorrected document and adversely affected by the correction. As

2-33  to those persons, the certificate is effective when filed.

2-34      Sec. 4.  NRS 78.035 is hereby amended to read as follows:

2-35      78.035  The articles of incorporation must set forth:

2-36      1.  The name of the corporation. A name appearing to be that of

2-37  a natural person and containing a given name or initials must not be

2-38  used as a corporate name except with an additional word or words

2-39  such as “Incorporated,” “Limited,” “Inc.,” “Ltd.,” “Company,”

2-40  “Co.,” “Corporation,” “Corp.,” or other word which identifies it as

2-41  not being a natural person.

2-42      2.  The name of the person designated as the corporation’s

2-43  resident agent, the street address of the resident agent where process

2-44  may be served upon the corporation, and the mailing address of the

2-45  resident agent if different from the street address.

3-1  3.  The number of shares the corporation is authorized to issue

3-2  and, if more than one class or series of stock is authorized, the

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

3-4  which the corporation is authorized to issue, unless the articles

3-5  authorize the board of directors to fix and determine in a resolution

3-6  the classes, series and numbers of each class or series as provided in

3-7  NRS 78.195 and 78.196.

3-8  4.  The [number,] names and [post office box or street]

3-9  addresses, either residence or business, of the first board of directors

3-10  or trustees, together with any desired provisions relative to the right

3-11  to change the number of directors as provided in NRS 78.115.

3-12      5.  The name and [post office box or street] address, either

3-13  residence or business , of each of the incorporators executing the

3-14  articles of incorporation.

3-15      Sec. 5.  NRS 78.045 is hereby amended to read as follows:

3-16      78.045  1.  The Secretary of State shall not accept for filing

3-17  any articles of incorporation or any certificate of amendment of

3-18  articles of incorporation of any corporation formed pursuant to the

3-19  laws of this state which provides that the name of the corporation

3-20  contains the word “bank” or “trust,” unless:

3-21      (a) It appears from the articles or the certificate of amendment

3-22  that the corporation proposes to carry on business as a banking or

3-23  trust company, exclusively or in connection with its business as a

3-24  bank , [or] savings and loan association[;] or thrift company; and

3-25      (b) The articles or certificate of amendment is first approved by

3-26  the Commissioner of Financial Institutions.

3-27      2.  The Secretary of State shall not accept for filing any articles

3-28  of incorporation or any certificate of amendment of articles of

3-29  incorporation of any corporation formed pursuant to the provisions

3-30  of this chapter if it appears from the articles or the certificate of

3-31  amendment that the business to be carried on by the corporation is

3-32  subject to supervision by the Commissioner of Insurance or by the

3-33  Commissioner of Financial Institutions, unless the articles or

3-34  certificate of amendment is approved by the Commissioner who will

3-35  supervise the business of the corporation.

3-36      3.  Except as otherwise provided in subsection [5,] 6, the

3-37  Secretary of State shall not accept for filing any articles of

3-38  incorporation or any certificate [or] of amendment of articles of

3-39  incorporation of any corporation formed pursuant to the laws of this

3-40  state if the name of the corporation contains the words “engineer,”

3-41  “engineered,” “engineering,” “professional engineer,” “registered

3-42  engineer” or “licensed engineer” unless:

3-43      (a) The State Board of Professional Engineers and Land

3-44  Surveyors certifies that the principals of the corporation are licensed

3-45  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.  Upon notification from the Administrator of the Real

6-39  Estate Division of the Department of Business and Industry that a

6-40  corporation which is a unit-owners’ association as defined in NRS

6-41  116.110315 has failed to register pursuant to NRS 116.31158 or

6-42  failed to pay the fees pursuant to NRS 116.31155, the Secretary of

6-43  State shall deem the corporation to be in default. If, after the

6-44  corporation is deemed to be in default, the Administrator notifies

6-45  the Secretary of State that the corporation has registered pursuant

7-1  to NRS 116.31158 and paid the fees pursuant to NRS 116.31155,

7-2  the Secretary of State shall reinstate the corporation if the

7-3  corporation complies with the requirements for reinstatement as

7-4  provided in this section and NRS 78.150 to 78.185, inclusive.

7-5  3.  For default there must be added to the amount of the fee a

7-6  penalty of $50. The fee and penalty must be collected as provided in

7-7  this chapter.

7-8  Sec. 10.  NRS 78.175 is hereby amended to read as follows:

7-9  78.175  1.  The Secretary of State shall notify, by [letter

7-10  addressed] providing written notice to its resident agent, each

7-11  corporation deemed in default pursuant to NRS 78.170. The written

7-12  notice [must be accompanied by] :

7-13      (a) Must include a statement indicating the amount of the filing

7-14  fee, penalties incurred and costs remaining unpaid.

7-15      (b) At the request of the resident agent, may be provided

7-16  electronically.

7-17      2.  On the first day of the first anniversary of the month

7-18  following the month in which the filing was required, the charter of

7-19  the corporation is revoked and its right to transact business is

7-20  forfeited.

7-21      3.  The Secretary of State shall compile a complete list

7-22  containing the names of all corporations whose right to [do]

7-23  transact business has been forfeited.

7-24      4.  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 3 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.] 5. 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.] 6. Where the assets are distributed , they must be applied

7-43  in the 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.

8-18      2.  When the Secretary of State reinstates the corporation, he

8-19  shall[:

8-20      (a) Immediately issue and deliver to the corporation a certificate

8-21  of reinstatement authorizing it to transact business as if the filing fee

8-22  or fees had been paid when due; and

8-23      (b) Upon demand,] issue to the corporation [one or more

8-24  certified copies of the] a certificate of reinstatement[.] if the

8-25  corporation:

8-26      (a) Requests a certificate of reinstatement; and

8-27      (b) Pays the required fees pursuant to subsection 8 of

8-28  NRS 78.785.

8-29      3.  The Secretary of State shall not order a reinstatement unless

8-30  all delinquent fees and penalties have been paid, and the revocation

8-31  of the charter occurred only by reason of failure to pay the fees and

8-32  penalties.

8-33      4.  If a corporate charter has been revoked pursuant to the

8-34  provisions of this chapter and has remained revoked for a period of

8-35  5 consecutive years, the charter must not be reinstated.

8-36      Sec. 11.5.  NRS 78.185 is hereby amended to read as follows:

8-37      78.185  1.  Except as otherwise provided in subsection 2, if a

8-38  corporation applies to reinstate or revive its charter but its name has

8-39  been legally reserved or acquired by another artificial person

8-40  formed, organized, registered or qualified pursuant to the provisions

8-41  of this title whose name is on file with the Office of the Secretary of

8-42  State or reserved in the Office of the Secretary of State pursuant to

8-43  the provisions of this title, the corporation shall in its application for

8-44  reinstatement submit in writing to the Secretary of State some other

8-45  name under which it desires its corporate existence to be reinstated

9-1  or revived. If that name is distinguishable from all other names

9-2  reserved or otherwise on file, the Secretary of State shall [issue to

9-3  the applying corporation a certificate of reinstatement or revival]

9-4  reinstate the corporation under that new name.

9-5  2.  If the applying corporation submits the written,

9-6  acknowledged consent of the artificial person having a name, or the

9-7  person who has reserved a name, which is not distinguishable from

9-8  the old name of the applying corporation or a new name it has

9-9  submitted, it may be reinstated or revived under that name.

9-10      3.  For the purposes of this section, a proposed name is not

9-11  distinguishable from a name on file or reserved name solely because

9-12  one or the other contains distinctive lettering, a distinctive mark, a

9-13  trademark or a trade name, or any combination of these.

9-14      4.  The Secretary of State may adopt regulations that interpret

9-15  the requirements of this section.

9-16      Sec. 12.  NRS 78.403 is hereby amended to read as follows:

9-17      78.403  1.  A corporation may restate, or amend and restate, in

9-18  a single certificate the entire text of its articles of incorporation as

9-19  amended by filing with the Secretary of State a certificate [signed by

9-20  an officer of the corporation which must set forth the articles as

9-21  amended to the date of the certificate.] in the manner provided in

9-22  this section. If the certificate alters or amends the articles in any

9-23  manner, it must comply with the provisions of NRS 78.380, 78.385

9-24  and 78.390, as applicable . [, and must be accompanied by:

9-25      (a) A resolution; or

9-26      (b) A form prescribed by the Secretary of State,

9-27  setting forth which provisions of the articles of incorporation on file

9-28  with the Secretary of State are being altered or amended.]

9-29      2.  If the certificate does not alter or amend the articles, it must

9-30  be signed by an officer of the corporation and state that he has been

9-31  authorized to execute the certificate by resolution of the board of

9-32  directors adopted on the date stated, and that the certificate correctly

9-33  sets forth the text of the articles of incorporation as amended to the

9-34  date of the certificate.

9-35      3.  The following may be omitted from the restated articles:

9-36      (a) The names, addresses, signatures and acknowledgments of

9-37  the incorporators;

9-38      (b) The names and addresses of the members of the past and

9-39  present boards of directors; and

9-40      (c) The name and address of the resident agent.

9-41      4.  Whenever a corporation is required to file a certified copy of

9-42  its articles, in lieu thereof it may file a certified copy of the most

9-43  recent certificate restating its articles as amended, subject to the

9-44  provisions of subsection 2, together with certified copies of all

9-45  certificates of amendment filed subsequent to the restated articles

10-1  and certified copies of all certificates supplementary to the original

10-2  articles.

10-3      Sec. 13.  NRS 78.580 is hereby amended to read as follows:

10-4      78.580  1.  If the board of directors of any corporation

10-5  organized under this chapter, after the issuance of stock or the

10-6  beginning of business, decides that the corporation should be

10-7  dissolved, the board may adopt a resolution to that effect. If the

10-8  corporation has issued no stock, only the directors need to approve

10-9  the dissolution. If the corporation has issued stock, the directors

10-10  must recommend the dissolution to the stockholders. The

10-11  corporation shall notify each stockholder entitled to vote on

10-12  dissolution , and the stockholders entitled to vote must approve the

10-13  dissolution.

10-14     2.  If the dissolution is approved by the directors or both the

10-15  directors and stockholders, as respectively provided in subsection 1,

10-16  the corporation shall file with the Office of the Secretary of State a

10-17  certificate signed by an officer of the corporation setting forth that

10-18  the dissolution has been approved by the directors, or by the

10-19  directors and the stockholders, and a list of the names and [post

10-20  office box or street] addresses, either residence or business, of the

10-21  corporation’s president, secretary and treasurer , or the equivalent

10-22  thereof, and all of its directors . [, certified by the president, or a

10-23  vice president, and the secretary, or an assistant secretary, in the

10-24  Office of the Secretary of State.]

10-25     Sec. 14.  NRS 78.622 is hereby amended to read as follows:

10-26     78.622  1.  If a corporation is under reorganization in a federal

10-27  court pursuant to title 11 of U.S.C., it may take any action necessary

10-28  to carry out any proceeding and do any act directed by the court

10-29  relating to reorganization, without further action by its directors or

10-30  stockholders. This authority may be exercised by:

10-31     (a) The trustee in bankruptcy appointed by the court;

10-32     (b) Officers of the corporation designated by the court; or

10-33     (c) Any other representative appointed by the court,

10-34  with the same effect as if exercised by the directors and stockholders

10-35  of the corporation.

10-36     2.  By filing a confirmed plan or order of reorganization,

10-37  certified by the bankruptcy court, with the Secretary of State, the

10-38  corporation may:

10-39     (a) Alter, amend or repeal its bylaws;

10-40     (b) Constitute or reconstitute and classify or reclassify its board

10-41  of directors;

10-42     (c) Name, constitute or appoint directors and officers in place of

10-43  or in addition to all or some of the directors or officers then in

10-44  office;

10-45     (d) Amend its articles of incorporation;

11-1      (e) Make any change in its authorized and issued stock;

11-2      (f) Make any other amendment, change, alteration or provision

11-3  authorized by this chapter; and

11-4      (g) Be dissolved, transfer all or part of its assets , or merge or

11-5  consolidate , or make any other change authorized by this chapter.

11-6      3.  In any action taken pursuant to subsections 1 and 2, a

11-7  stockholder has no right to demand payment for his stock.

11-8      4.  Any amendment of the articles of incorporation made

11-9  pursuant to subsection 2 must be signed under penalty of perjury by

11-10  the person authorized by the court and filed with the Secretary of

11-11  State. If the amendment is filed in accordance with the order of

11-12  reorganization, it becomes effective when it is filed unless otherwise

11-13  ordered by the court.

11-14     5.  Any filing with the Secretary of State pursuant to this

11-15  section must be accompanied by the appropriate fee, if any.

11-16     Sec. 15.  NRS 78.730 is hereby amended to read as follows:

11-17     78.730  1.  Any corporation which did exist or is existing

11-18  under the laws of this state may, upon complying with the

11-19  provisions of NRS 78.180, procure a renewal or revival of its charter

11-20  for any period, together with all the rights, franchises, privileges and

11-21  immunities, and subject to all its existing and preexisting debts,

11-22  duties and liabilities secured or imposed by its original charter and

11-23  amendments thereto, or existing charter, by filing:

11-24     (a) A certificate with the Secretary of State, which must set

11-25  forth:

11-26         (1) The name of the corporation, which must be the name of

11-27  the corporation at the time of the renewal or revival, or its name at

11-28  the time its original charter expired.

11-29         (2) The name of the person designated as the resident agent

11-30  of the corporation, his street address for the service of process, and

11-31  his mailing address if different from his street address.

11-32         (3) The date when the renewal or revival of the charter is to

11-33  commence or be effective, which may be, in cases of a revival,

11-34  before the date of the certificate.

11-35         (4) Whether or not the renewal or revival is to be perpetual,

11-36  and, if not perpetual, the time for which the renewal or revival is to

11-37  continue.

11-38         (5) That the corporation desiring to renew or revive its

11-39  charter is, or has been, organized and carrying on the business

11-40  authorized by its existing or original charter and amendments

11-41  thereto, and desires to renew or continue through revival its

11-42  existence pursuant to and subject to the provisions of this chapter.

11-43     (b) A list of its president, secretary and treasurer , or the

11-44  equivalent thereof, and all of its directors and their [post office box

11-45  or street] addresses, either residence or business.

12-1      2.  A corporation whose charter has not expired and is being

12-2  renewed shall cause the certificate to be signed by its president or

12-3  vice president and secretary or assistant secretary. The certificate

12-4  must be approved by a majority of the voting power of the shares.

12-5      3.  A corporation seeking to revive its original or amended

12-6  charter shall cause the certificate to be signed by a person or persons

12-7  designated or appointed by the stockholders of the corporation. The

12-8  execution and filing of the certificate must be approved by the

12-9  written consent of stockholders of the corporation holding at least a

12-10  majority of the voting power and must contain a recital that this

12-11  consent was secured. If no stock has been issued, the certificate

12-12  must contain a statement of that fact, and a majority of the directors

12-13  then in office may designate the person to sign the certificate. The

12-14  corporation shall pay to the Secretary of State the fee required to

12-15  establish a new corporation pursuant to the provisions of this

12-16  chapter.

12-17     4.  The filed certificate, or a copy thereof which has been

12-18  certified under the hand and seal of the Secretary of State, must be

12-19  received in all courts and places as prima facie evidence of the facts

12-20  therein stated and of the existence and incorporation of the

12-21  corporation therein named.

12-22     Sec. 16.  NRS 78.765 is hereby amended to read as follows:

12-23     78.765  1.  The fee for filing a certificate changing the number

12-24  of authorized shares pursuant to NRS 78.209 or a certificate of

12-25  amendment to articles of incorporation that increases the

12-26  corporation’s authorized stock or a certificate of correction that

12-27  increases the corporation’s authorized stock is the difference

12-28  between the fee computed at the rates specified in NRS 78.760 upon

12-29  the total authorized stock of the corporation, including the proposed

12-30  increase, and the fee computed at the rates specified in NRS 78.760

12-31  upon the total authorized capital, excluding the proposed increase.

12-32  In no case may the amount be less than $150.

12-33     2.  The fee for filing a certificate of amendment to articles of

12-34  incorporation that does not increase the corporation’s authorized

12-35  stock or a certificate of correction that does not increase the

12-36  corporation’s authorized stock is $150.

12-37     3.  The fee for filing a certificate or an amended certificate

12-38  pursuant to NRS 78.1955 is $150.

12-39     4.  The fee for filing a certificate of termination pursuant to

12-40  NRS [78.1955, 78.209 or] 78.209, 78.380 or 78.390 or a certificate

12-41  of withdrawal pursuant to NRS 78.1955 is $150.

12-42     Sec. 16.5.  NRS 78.795 is hereby amended to read as follows:

12-43     78.795  1.  Any natural person or corporation residing or

12-44  located in this state may [, on or after January 1 of any year but

12-45  before January 31 of that year,] register his willingness to serve as

13-1  the resident agent of a domestic or foreign corporation, limited-

13-2  liability company or limited partnership with the Secretary of State.

13-3  The registration must be accompanied by a fee of $250 per office

13-4  location of the resident agent.

13-5      2.  The Secretary of State shall maintain a list of those persons

13-6  who are registered pursuant to subsection 1 and make the list

13-7  available to persons seeking to do business in this state.

13-8      3.  The Secretary of State may amend any information

13-9  provided in the list if a person who is included in the list:

13-10     (a) Requests the amendment; and

13-11     (b) Pays a fee of $50.

13-12     4.  The Secretary of State may adopt regulations regarding the

13-13  content, maintenance and presentation of the list.

13-14     Sec. 17.  Chapter 78A of NRS is hereby amended by adding

13-15  thereto a new section to read as follows:

13-16     1.  Each document filed with the Secretary of State pursuant

13-17  to this chapter must be on or accompanied by a form prescribed by

13-18  the Secretary of State.

13-19     2.  The Secretary of State may refuse to file a document which

13-20  does not comply with subsection 1 or which does not contain all of

13-21  the information required by statute for filing the document.

13-22     3.  If the provisions of the form prescribed by the Secretary of

13-23  State conflict with the provisions of any document that is filed with

13-24  the form:

13-25     (a) The Secretary of State may determine whether to file or

13-26  reject the document based on the information on the prescribed

13-27  form; and

13-28     (b) Unless otherwise provided in the document, the provisions

13-29  of the document control in any other situation.

13-30     4.  The Secretary of State may by regulation provide for the

13-31  electronic filing of documents with the Office of the Secretary of

13-32  State.

13-33     Sec. 18.  Chapter 80 of NRS is hereby amended by adding

13-34  thereto the provisions set forth as sections 19 and 20 of this act.

13-35     Sec. 19.  1.  Each document filed with the Secretary of State

13-36  pursuant to this chapter must be on or accompanied by a form

13-37  prescribed by the Secretary of State.

13-38     2.  The Secretary of State may refuse to file a document which

13-39  does not comply with subsection 1 or which does not contain all of

13-40  the information required by statute for filing the document.

13-41     3.  If the provisions of the form prescribed by the Secretary of

13-42  State conflict with the provisions of any document that is filed with

13-43  the form:

14-1      (a) The Secretary of State may determine whether to file or

14-2  reject the document based on the information on the prescribed

14-3  form; and

14-4      (b) Unless otherwise provided in the document, the provisions

14-5  of the document control in any other situation.

14-6      4.  The Secretary of State may by regulation provide for the

14-7  electronic filing of documents with the Office of the Secretary of

14-8  State.

14-9      Sec. 20.  1.  Except as otherwise provided in subsection 2, if

14-10  a foreign corporation applies to reinstate its charter but its name

14-11  has been legally reserved or acquired by another artificial person

14-12  formed, organized, registered or qualified pursuant to the

14-13  provisions of this title whose name is on file with the Office of the

14-14  Secretary of State or reserved in the Office of the Secretary of

14-15  State pursuant to the provisions of this title, the foreign

14-16  corporation must in its application for reinstatement submit in

14-17  writing to the Secretary of State some other name under which it

14-18  desires its existence to be reinstated. If that name is

14-19  distinguishable from all other names reserved or otherwise on file,

14-20  the Secretary of State shall reinstate the foreign corporation under

14-21  that new name.

14-22     2.  If the applying foreign corporation submits the written,

14-23  acknowledged consent of the artificial person having a name, or

14-24  the person who has reserved a name, which is not distinguishable

14-25  from the old name of the applying foreign corporation or a new

14-26  name it has submitted, it may be reinstated under that name.

14-27     3.  For the purposes of this section, a proposed name is not

14-28  distinguishable from a name on file or reserved solely because one

14-29  or the other contains distinctive lettering, a distinctive mark, a

14-30  trademark or a trade name, or any combination thereof.

14-31     4.  The Secretary of State may adopt regulations that interpret

14-32  the requirements of this section.

14-33     Sec. 21.  NRS 80.005 is hereby amended to read as follows:

14-34     80.005  The Secretary of State may microfilm or image any

14-35  document which is filed in his office by a foreign corporation

14-36  pursuant to this chapter and may return the original document to the

14-37  corporation.

14-38     Sec. 22.  NRS 80.007 is hereby amended to read as follows:

14-39     80.007  1.  A foreign corporation may correct a document filed

14-40  by the Secretary of State if the document contains an incorrect

14-41  statement or was defectively executed, attested, sealed or verified.

14-42     2.  To correct a document, the corporation [shall:] must:

14-43     (a) Prepare a certificate of correction which:

14-44         (1) States the name of the corporation;

15-1          (2) Describes the document, including, without limitation, its

15-2  filing date;

15-3          (3) Specifies the [incorrect statement and the reason it is

15-4  incorrect or the manner in which the execution was defective;

15-5          (4) Corrects the incorrect statement or defective execution;]

15-6  inaccuracy or defect;

15-7          (4) Sets forth the inaccurate or defective portion of the

15-8  document in an accurate or corrected form; and

15-9          (5) Is signed by an officer of the corporation[; and] or, if no

15-10  stock has been issued by the corporation, by the incorporator or a

15-11  director of the corporation.

15-12     (b) Deliver the certificate to the Secretary of State for filing.

15-13     (c) Pay a filing fee of $150 to the Secretary of State.

15-14     3.  A certificate of correction is effective on the effective date

15-15  of the document it corrects except as to persons relying on the

15-16  uncorrected document and adversely affected by the correction. As

15-17  to those persons, the certificate is effective when filed.

15-18     Sec. 23.  NRS 80.010 is hereby amended to read as follows:

15-19     80.010  1.  Before commencing or doing any business in this

15-20  state, each corporation organized pursuant to the laws of another

15-21  state, territory, the District of Columbia, a possession of the United

15-22  States or a foreign country, that enters this state to do business must:

15-23     (a) File in the Office of the Secretary of State of this state:

15-24         (1) A certificate of corporate existence issued not more than

15-25  90 days before the date of filing by an authorized officer of the

15-26  jurisdiction of its incorporation setting forth the filing of documents

15-27  and instruments related to the articles of incorporation, or the

15-28  governmental acts or other instrument or authority by which the

15-29  corporation was created. If the certificate is in a language other than

15-30  English, a translation, together with the oath of the translator and his

15-31  attestation of its accuracy, must be attached to the certificate.

15-32         (2) A certificate of acceptance of appointment executed by

15-33  its resident agent, who must be a resident or located in this state.

15-34  The certificate must set forth the name of the resident agent, his

15-35  street address for the service of process, and his mailing address if

15-36  different from his street address. The street address of the resident

15-37  agent is the registered office of the corporation in this state.

15-38         (3) A statement executed by an officer of the corporation

15-39  setting forth:

15-40             (I) A general description of the purposes of the

15-41  corporation; and

15-42             (II) The authorized stock of the corporation and the

15-43  number and par value of shares having par value and the number of

15-44  shares having no par value.

16-1      (b) Lodge in the Office of the Secretary of State a copy of the

16-2  document most recently filed by the corporation in the jurisdiction

16-3  of its incorporation setting forth the authorized stock of the

16-4  corporation, the number of par-value shares and their par value, and

16-5  the number of no-par-value shares.

16-6      2.  The Secretary of State shall not file the documents required

16-7  by subsection 1 for any foreign corporation whose name is not

16-8  distinguishable on the records of the Secretary of State from the

16-9  names of all other artificial persons formed, organized, registered or

16-10  qualified pursuant to the provisions of this title that are on file in the

16-11  Office of the Secretary of State and all names that are reserved in

16-12  the Office of the Secretary of State pursuant to the provisions of this

16-13  title, unless the written, acknowledged consent of the holder of the

16-14  name on file or reserved name to use the same name or the

16-15  requested similar name accompanies the articles of incorporation.

16-16     3.  For the purposes of this section and NRS 80.012, a

16-17  proposed name is not distinguishable from a name on file or

16-18  reserved solely because one or the other names contains distinctive

16-19  lettering, a distinctive mark, a trademark or trade name, or any

16-20  combination thereof.

16-21     4.  The name of a foreign corporation whose charter has been

16-22  revoked, which has merged and is not the surviving entity or

16-23  whose existence has otherwise terminated is available for use by

16-24  any other artificial person.

16-25     5.  The Secretary of State shall not accept for filing the

16-26  documents required by subsection 1 or NRS 80.110 for any foreign

16-27  corporation if the name of the corporation contains the words

16-28  “engineer,” “engineered,” “engineering,” “professional engineer,”

16-29  “registered engineer” or “licensed engineer” unless the State Board

16-30  of Professional Engineers and Land Surveyors certifies that:

16-31     (a) The principals of the corporation are licensed to practice

16-32  engineering pursuant to the laws of this state; or

16-33     (b) The corporation is exempt from the prohibitions of

16-34  NRS 625.520.

16-35     [4.] 6. The Secretary of State shall not accept for filing the

16-36  documents required by subsection 1 or NRS 80.110 for any foreign

16-37  corporation if it appears from the documents that the business to be

16-38  carried on by the corporation is subject to supervision by the

16-39  Commissioner of Financial Institutions, unless the Commissioner

16-40  certifies that:

16-41     (a) The corporation has obtained the authority required to do

16-42  business in this state; or

16-43     (b) The corporation is not subject to or is exempt from the

16-44  requirements for obtaining such authority.

17-1      [5.] 7. The Secretary of State shall not accept for filing the

17-2  documents required by subsection 1 or NRS 80.110 for any foreign

17-3  corporation if the name of the corporation contains the words

17-4  “accountant,” “accounting,” “accountancy,” “auditor” or “auditing”

17-5  unless the Nevada State Board of Accountancy certifies that the

17-6  foreign corporation:

17-7      (a) Is registered pursuant to the provisions of chapter 628 of

17-8  NRS; or

17-9      (b) Has filed with the Nevada State Board of Accountancy

17-10  under penalty of perjury a written statement that the foreign

17-11  corporation is not engaged in the practice of accounting and is not

17-12  offering to practice accounting in this state.

17-13     [6.] 8. The Secretary of State may adopt regulations that

17-14  interpret the requirements of this section.

17-15     Sec. 24.  NRS 80.025 is hereby amended to read as follows:

17-16     80.025  1.  If a foreign corporation cannot qualify to do

17-17  business in this state because its name does not meet the

17-18  requirements of [subsection 2 or 3 of] NRS 80.010, it may apply for

17-19  a certificate to do business by having its board of directors adopt a

17-20  resolution setting forth the name under which the corporation elects

17-21  to do business in this state. The resolution may:

17-22     (a) Add to the existing corporate name a word, abbreviation or

17-23  other distinctive element; or

17-24     (b) Adopt a name different from its existing corporate name that

17-25  is available for use in this state.

17-26     2.  In addition to the documents required by subsection 1 of

17-27  NRS 80.010, the corporation shall file a resolution certifying the

17-28  adoption of the modified name.

17-29     3.  If the Secretary of State determines that the modified

17-30  corporate name complies with the provisions of [subsection 2 or 3]

17-31  of NRS 80.010, he shall issue the certificate in the foreign

17-32  corporation’s modified name if the foreign corporation otherwise

17-33  qualifies to do business in this state.

17-34     4.  A foreign corporation doing business in this state under a

17-35  modified corporate name approved by the Secretary of State shall

17-36  use the modified name in its dealings and communications with the

17-37  Secretary of State.

17-38     Sec. 25.  NRS 80.110 is hereby amended to read as follows:

17-39     80.110  1.  Each foreign corporation doing business in this

17-40  state shall, on or before the [first] last day of the [second] first

17-41  month after the filing of its certificate of corporate existence with

17-42  the Secretary of State, and annually thereafter on or before the last

17-43  day of the month in which the anniversary date of its qualification to

17-44  do business in this state occurs in each year, file with the Secretary

17-45  of State a list, on a form furnished by him, that contains:

18-1      (a) The names and addresses, either residence or business, of

18-2  its president, secretary and treasurer , or [their equivalent ,] the

18-3  equivalent thereof, and all of its directors;

18-4      (b) A designation of its resident agent in this state; and

18-5      (c) The signature of an officer of the corporation.

18-6  Each list filed pursuant to this subsection must be accompanied by a

18-7  declaration under penalty of perjury that the foreign corporation has

18-8  complied with the provisions of chapter 364A of NRS[.] and which

18-9  acknowledges that pursuant to NRS 239.330 it is a category C

18-10  felony to knowingly offer any false or forged instrument for filing

18-11  with the Office of the Secretary of State.

18-12     2.  Upon filing:

18-13     (a) The initial list required by subsection 1, the corporation shall

18-14  pay to the Secretary of State a fee of $165.

18-15     (b) Each annual list required by subsection 1, the corporation

18-16  shall pay to the Secretary of State a fee of $85.

18-17     3.  The Secretary of State shall, 60 days before the last day for

18-18  filing each annual list required by subsection 1, cause to be mailed

18-19  to each corporation which is required to comply with the provisions

18-20  of NRS 80.110 to 80.170, inclusive, and which has not become

18-21  delinquent, the blank forms to be completed and filed with him.

18-22  Failure of any corporation to receive the forms does not excuse it

18-23  from the penalty imposed by the provisions of NRS 80.110 to

18-24  80.170, inclusive.

18-25     4.  An annual list for a corporation not in default which is

18-26  received by the Secretary of State more than [60] 90 days before its

18-27  due date shall be deemed an amended list for the previous year and

18-28  does not satisfy the requirements of subsection 1 for the year to

18-29  which the due date is applicable.

18-30     Sec. 26.  NRS 80.120 is hereby amended to read as follows:

18-31     80.120  If a corporation has filed the initial or annual list in

18-32  compliance with NRS 80.110 and has paid the appropriate fee for

18-33  the filing, the cancelled check or other proof of payment received

18-34  by the corporation constitutes a certificate authorizing it to transact

18-35  its business within this state until the last day of the month in which

18-36  the anniversary of its qualification to transact business occurs in the

18-37  next succeeding calendar year. [If the corporation desires a formal

18-38  certificate upon its payment of the initial or annual fee, its payment

18-39  must be accompanied by a self-addressed, stamped envelope.]

18-40     Sec. 27.  NRS 80.140 is hereby amended to read as follows:

18-41     80.140  1.  [Every] Each list required to be filed under the

18-42  provisions of NRS 80.110 to 80.170, inclusive, must, after the name

18-43  of each officer and director listed thereon, set forth the [post office

18-44  box or street] address, either residence or business, of each officer

18-45  and director.

19-1      2.  If the addresses are not stated for each person on any list

19-2  offered for filing, the Secretary of State may refuse to file the list,

19-3  and the corporation for which the list has been offered for filing is

19-4  subject to all the provisions of NRS 80.110 to 80.170, inclusive,

19-5  relating to failure to file the list within or at the times therein

19-6  specified, unless a list is subsequently submitted for filing which

19-7  conforms to the provisions of this section.

19-8      Sec. 28.  NRS 80.150 is hereby amended to read as follows:

19-9      80.150  1.  Any corporation required to make a filing and pay

19-10  the fee prescribed in NRS 80.110 to 80.170, inclusive, which refuses

19-11  or neglects to do so within the time provided[,] is in default.

19-12     2.  For default there must be added to the amount of the fee a

19-13  penalty of $50, and unless the filing is made and the fee and penalty

19-14  are paid on or before the [first day of the ninth month following the

19-15  month] last day of the month in which the anniversary date of

19-16  incorporation occurs in which filing was required, the defaulting

19-17  corporation by reason of its default forfeits its right to transact any

19-18  business within this state. The fee and penalty must be collected as

19-19  provided in this chapter.

19-20     Sec. 29.  NRS 80.160 is hereby amended to read as follows:

19-21     80.160  1.  The Secretary of State shall notify, by [letter

19-22  addressed] providing written notice to its resident agent, each

19-23  corporation deemed in default pursuant to NRS 80.150. The written

19-24  notice [must be accompanied by] :

19-25     (a) Must include a statement indicating the amount of the filing

19-26  fee, penalties incurred and costs remaining unpaid.

19-27     (b) At the request of the resident agent, may be provided

19-28  electronically.

19-29     2.  Immediately after the [first day of the ninth month following

19-30  the month in which filing was required,] last day of the month in

19-31  which the anniversary date of incorporation occurs, the Secretary

19-32  of State shall compile a [full and] complete list containing the names

19-33  of all corporations whose right to [do] transact business has been

19-34  forfeited.

19-35     3.  The Secretary of State shall notify, by [letter addressed]

19-36  providing written notice to its resident agent, each corporation

19-37  specified in subsection 2 of the forfeiture of its right to do business.

19-38  The written notice [must be accompanied by] :

19-39     (a) Must include a statement indicating the amount of the filing

19-40  fee, penalties incurred and costs remaining unpaid.

19-41     (b) At the request of the resident agent, may be provided

19-42  electronically.

19-43     Sec. 30.  NRS 80.170 is hereby amended to read as follows:

19-44     80.170  1.  Except as otherwise provided in subsections 3 and

19-45  4, the Secretary of State shall reinstate a corporation which has

20-1  forfeited or which forfeits its right to transact business under the

20-2  provisions of this chapter and shall restore to the corporation its

20-3  right to transact business in this state, and to exercise its corporate

20-4  privileges and immunities , if it:

20-5      (a) Files with the Secretary of State a list as provided in NRS

20-6  80.110 and 80.140; and

20-7      (b) Pays to the Secretary of State:

20-8          (1) The filing fee and penalty set forth in NRS 80.110 and

20-9  80.150 for each year or portion thereof that its right to transact

20-10  business was forfeited; and

20-11         (2) A fee of $200 for reinstatement.

20-12     2.  [If payment is made and] When the Secretary of State

20-13  reinstates the corporation , [to its former rights,] he shall[:

20-14     (a) Immediately issue and deliver to the corporation so

20-15  reinstated a certificate of reinstatement authorizing it to transact

20-16  business in the same manner as if the filing fee had been paid when

20-17  due; and

20-18     (b) Upon demand,] issue to the corporation [one or more

20-19  certified copies of the] a certificate of reinstatement [.] if the

20-20  corporation:

20-21     (a) Requests a certificate of reinstatement; and

20-22     (b) Pays the required fees pursuant to subsection 8 of

20-23  NRS 78.785.

20-24     3.  The Secretary of State shall not order a reinstatement unless

20-25  all delinquent fees and penalties have been paid[,] and the

20-26  revocation of the right to transact business occurred only by reason

20-27  of failure to pay the fees and penalties.

20-28     4.  If the right of a corporation to transact business in this state

20-29  has been forfeited pursuant to the provisions of NRS 80.160 and has

20-30  remained forfeited for a period of 5 consecutive years, the right is

20-31  not subject to reinstatement.

20-32     Sec. 31.  Chapter 81 of NRS is hereby amended by adding

20-33  thereto the provisions set forth as sections 32 and 33 of this act.

20-34     Sec. 32.  1.  Each document filed with the Secretary of State

20-35  pursuant to this chapter must be on or accompanied by a form

20-36  prescribed by the Secretary of State.

20-37     2.  The Secretary of State may refuse to file a document which

20-38  does not comply with subsection 1 or which does not contain all of

20-39  the information required by statute for filing the document.

20-40     3.  If the provisions of the form prescribed by the Secretary of

20-41  State conflict with the provisions of any document that is filed with

20-42  the form:

20-43     (a) The Secretary of State may determine whether to file or

20-44  reject the document based on the information on the prescribed

20-45  form; and

21-1      (b) Unless otherwise provided in the document, the provisions

21-2  of the document control in any other situation.

21-3      4.  The Secretary of State may by regulation provide for the

21-4  electronic filing of documents with the Office of the Secretary of

21-5  State.

21-6      Sec. 33.  1.  A nonprofit cooperative corporation, a

21-7  cooperative association, a charitable organization or any other

21-8  entity formed under the provisions of this chapter may correct a

21-9  document filed by the Secretary of State with respect to the entity if

21-10  the document contains an inaccurate record of an action

21-11  described in the document or was defectively executed, attested,

21-12  sealed, verified or acknowledged.

21-13     2.  To correct a document, the entity must:

21-14     (a) Prepare a certificate of correction which:

21-15         (1) States the name of the entity;

21-16         (2) Describes the document, including, without limitation,

21-17  its filing date;

21-18         (3) Specifies the inaccuracy or defect;

21-19         (4) Sets forth the inaccurate or defective portion of the

21-20  document in an accurate or corrected form; and

21-21         (5) Is signed by an officer of the entity or, if the certificate

21-22  is filed before the first meeting of the board of directors, by an

21-23  incorporator or director.

21-24     (b) Deliver the certificate to the Secretary of State for filing.

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

21-26     3.  A certificate of correction is effective on the effective date

21-27  of the document it corrects except as to persons relying on the

21-28  uncorrected document and adversely affected by the correction. As

21-29  to those persons, the certificate is effective when filed.

21-30     Sec. 34.  NRS 81.200 is hereby amended to read as follows:

21-31     81.200  1.  [Every] Each association formed under NRS

21-32  81.170 to 81.270, inclusive, shall prepare articles of association in

21-33  writing, setting forth:

21-34     (a) The name of the association.

21-35     (b) The purpose for which it is formed.

21-36     (c) The name of the person designated as the resident agent, the

21-37  street address for service of process, and the mailing address if

21-38  different from the street address.

21-39     (d) The term for which it is to exist, which may be perpetual.

21-40     (e) The [number of the directors thereof, and the] names and

21-41  [residences of those] addresses, either residence or business, of the

21-42  directors selected for the first year.

21-43     (f) The amount which each member is to pay upon admission as

21-44  a fee for membership, and that each member signing the articles has

21-45  actually paid the fee.

22-1      (g) That the interest and right of each member therein is to be

22-2  equal.

22-3      (h) The name and [post office box or street] address, either

22-4  residence or business, of each of the persons executing the articles

22-5  of association.

22-6      2.  The articles of association must be subscribed by the

22-7  original associates or members.

22-8      3.  The articles so subscribed must be filed, together with a

22-9  certificate of acceptance of appointment executed by the resident

22-10  agent for the association, in the Office of the Secretary of State, who

22-11  shall furnish a certified copy thereof. From the time of the filing in

22-12  the Office of the Secretary of State, the association may exercise all

22-13  the powers for which it was formed.

22-14     Sec. 35.  Chapter 82 of NRS is hereby amended by adding

22-15  thereto the provisions set forth as sections 36 to 44, inclusive, of this

22-16  act.

22-17     Sec. 36.  1.  Each document filed with the Secretary of State

22-18  pursuant to this chapter must be on or accompanied by a form

22-19  prescribed by the Secretary of State.

22-20     2.  The Secretary of State may refuse to file a document which

22-21  does not comply with subsection 1 or which does not contain all of

22-22  the information required by statute for filing the document.

22-23     3.  If the provisions of the form prescribed by the Secretary of

22-24  State conflict with the provisions of any document that is filed with

22-25  the form:

22-26     (a) The Secretary of State may determine whether to file or

22-27  reject the document based on the information on the prescribed

22-28  form; and

22-29     (b) Unless otherwise provided in the document, the provisions

22-30  of the document control in any other situation.

22-31     4.  The Secretary of State may by regulation provide for the

22-32  electronic filing of documents with the Office of the Secretary of

22-33  State.

22-34     Sec. 37.  1.  A corporation may correct a document filed by

22-35  the Secretary of State with respect to the corporation if the

22-36  document contains an inaccurate record of a corporate action

22-37  described in the document or was defectively executed, attested,

22-38  sealed, verified or acknowledged.

22-39     2.  To correct a document, the corporation must:

22-40     (a) Prepare a certificate of correction which:

22-41         (1) States the name of the corporation;

22-42         (2) Describes the document, including, without limitation,

22-43  its filing date;

22-44         (3) Specifies the inaccuracy or defect;

23-1          (4) Sets forth the inaccurate or defective portion of the

23-2  document in an accurate or corrected form; and

23-3          (5) Is signed by an officer of the corporation or, if the

23-4  certificate is filed before the first meeting of the board of directors,

23-5  by an incorporator or director.

23-6      (b) Deliver the certificate to the Secretary of State for filing.

23-7      (c) Pay a filing fee of $25 to the Secretary of State.

23-8      3.  A certificate of correction is effective on the effective date

23-9  of the document it corrects except as to persons relying on the

23-10  uncorrected document and adversely affected by the correction. As

23-11  to those persons, the certificate is effective when filed.

23-12     Sec. 38.  1.  Each foreign nonprofit corporation doing

23-13  business in this state shall, on or before the last day of the first

23-14  month after the filing of its application for registration as a

23-15  foreign nonprofit corporation with the Secretary of State, and

23-16  annually thereafter on or before the last day of the month in

23-17  which the anniversary date of its qualification to do business in

23-18  this state occurs in each year, file with the Secretary of State a list,

23-19  on a form furnished by him, that contains:

23-20     (a) The name of the foreign nonprofit corporation;

23-21     (b) The file number of the foreign nonprofit corporation, if

23-22  known;

23-23     (c) The names and titles of the president, secretary and

23-24  treasurer, or the equivalent thereof, and all of the directors of the

23-25  foreign nonprofit corporation;

23-26     (d) The address, either residence or business, of the president,

23-27  secretary and treasurer, or the equivalent thereof, and each

23-28  director of the foreign nonprofit corporation;

23-29     (e) The name and address of its resident agent in this state;

23-30  and

23-31     (f) The signature of an officer of the foreign nonprofit

23-32  corporation certifying that the list is true, complete and accurate.

23-33     2.  Each list filed pursuant to this section must be

23-34  accompanied by a declaration under penalty of perjury that the

23-35  foreign nonprofit corporation:

23-36     (a) Has complied with the provisions of chapter 364A of NRS;

23-37  and

23-38     (b) Acknowledges that pursuant to NRS 239.330 it is a

23-39  category C felony to knowingly offer any false or forged

23-40  instrument for filing with the Office of the Secretary of State.

23-41     3.  Upon filing the initial list and each annual list pursuant to

23-42  this section, the foreign nonprofit corporation must pay to the

23-43  Secretary of State a fee of $15.

23-44     4.  The Secretary of State shall, 60 days before the last day for

23-45  filing each annual list, cause to be mailed to each foreign

24-1  nonprofit corporation which is required to comply with the

24-2  provisions of sections 38 to 44, inclusive, of this act, and which

24-3  has not become delinquent, the blank forms to be completed and

24-4  filed with him. Failure of any foreign nonprofit corporation to

24-5  receive the forms does not excuse it from the penalty imposed by

24-6  the provisions of sections 38 to 44, inclusive, of this act.

24-7      5.  An annual list for a foreign nonprofit corporation not in

24-8  default that is received by the Secretary of State more than 90 days

24-9  before its due date shall be deemed an amended list for the

24-10  previous year and does not satisfy the requirements of subsection 1

24-11  for the year to which the due date is applicable.

24-12     Sec. 39.  If a foreign nonprofit corporation has filed the

24-13  initial or annual list in compliance with section 38 of this act and

24-14  has paid the appropriate fee for the filing, the cancelled check or

24-15  other proof of payment received by the foreign nonprofit

24-16  corporation constitutes a certificate authorizing it to transact its

24-17  business within this state until the last day of the month in which

24-18  the anniversary of its qualification to transact business occurs in

24-19  the next succeeding calendar year.

24-20     Sec. 40.  1.  Each list required to be filed under the

24-21  provisions of sections 38 to 44, inclusive, of this act must, after the

24-22  name of each officer listed thereon, set forth the address, either

24-23  residence or business, of each officer.

24-24     2.  If the addresses are not stated for each person on any list

24-25  offered for filing, the Secretary of State may refuse to file the list,

24-26  and the foreign nonprofit corporation for which the list has been

24-27  offered for filing is subject to all the provisions of sections 38 to

24-28  44, inclusive, of this act relating to failure to file the list within or

24-29  at the times therein specified, unless a list is subsequently

24-30  submitted for filing which conforms to the provisions of this

24-31  section.

24-32     Sec. 41.  1.  Each foreign nonprofit corporation required to

24-33  make a filing and pay the fee prescribed in sections 38 to 44,

24-34  inclusive, of this act that refuses or neglects to do so within the

24-35  time provided is in default.

24-36     2.  For default there must be added to the amount of the fee a

24-37  penalty of $5, and unless the filing is made and the fee and penalty

24-38  are paid on or before the last day of the month in which the

24-39  anniversary date of the foreign nonprofit corporation occurs, the

24-40  defaulting foreign nonprofit corporation forfeits its right to

24-41  transact any business within this state. The fee and penalty must

24-42  be collected as provided in this chapter.

24-43     Sec. 42.  1.  The Secretary of State shall notify, by providing

24-44  written notice to its resident agent, each foreign nonprofit

25-1  corporation deemed in default pursuant to section 41 of this act.

25-2  The written notice:

25-3      (a) Must include a statement indicating the amount of the

25-4  filing fee, penalties incurred and costs remaining unpaid.

25-5      (b) At the request of the resident agent, may be provided

25-6  electronically.

25-7      2.  Immediately after the last day of the month in which the

25-8  anniversary date of incorporation occurs, the Secretary of State

25-9  shall compile a complete list containing the names of all foreign

25-10  nonprofit corporations whose right to transact business has been

25-11  forfeited.

25-12     3.  The Secretary of State shall notify, by providing written

25-13  notice to its resident agent, each foreign nonprofit corporation

25-14  specified in subsection 2 of the forfeiture of its right to transact

25-15  business. The written notice:

25-16     (a) Must include a statement indicating the amount of the

25-17  filing fee, penalties incurred and costs remaining unpaid.

25-18     (b) At the request of the resident agent, may be provided

25-19  electronically.

25-20     Sec. 43.  1.  Except as otherwise provided in subsections 3

25-21  and 4, the Secretary of State shall reinstate a foreign nonprofit

25-22  corporation which has forfeited or which forfeits its right to

25-23  transact business pursuant to the provisions of sections 38 to 44,

25-24  inclusive, of this act and restore to the foreign nonprofit

25-25  corporation its right to transact business in this state, and to

25-26  exercise its corporate privileges and immunities, if it:

25-27     (a) Files with the Secretary of State a list as provided in

25-28  sections 38 and 40 of this act; and

25-29     (b) Pays to the Secretary of State:

25-30         (1) The filing fee and penalty set forth in sections 38 and 41

25-31  of this act for each year or portion thereof that its right to transact

25-32  business was forfeited; and

25-33         (2) A fee of $25 for reinstatement.

25-34     2.  When the Secretary of State reinstates the foreign

25-35  nonprofit corporation, he shall issue to the foreign nonprofit

25-36  corporation a certificate of reinstatement if the foreign nonprofit

25-37  corporation:

25-38     (a) Requests a certificate of reinstatement; and

25-39     (b) Pays the fees as provided in subsection 8 of NRS 78.785.

25-40     3.  The Secretary of State shall not order a reinstatement

25-41  unless all delinquent fees and penalties have been paid and the

25-42  revocation of the right to transact business occurred only by

25-43  reason of failure to pay the fees and penalties.

25-44     4.  If the right of a foreign nonprofit corporation to transact

25-45  business in this state has been forfeited pursuant to the provisions

26-1  of section 42 of this act and has remained forfeited for a period of

26-2  5 consecutive years, the right to transact business must not be

26-3  reinstated.

26-4      Sec. 44.  1.  Except as otherwise provided in subsection 2, if

26-5  a foreign nonprofit corporation applies to reinstate its charter but

26-6  its name has been legally reserved or acquired by another artificial

26-7  person formed, organized, registered or qualified pursuant to the

26-8  provisions of this title and that name is on file with the Office of

26-9  the Secretary of State or reserved in the Office of the Secretary of

26-10  State pursuant to the provisions of this title, the foreign nonprofit

26-11  corporation must in its application for reinstatement submit in

26-12  writing to the Secretary of State some other name under which it

26-13  desires its existence to be reinstated. If that name is

26-14  distinguishable from all other names reserved or otherwise on file,

26-15  the Secretary of State shall reinstate the foreign nonprofit

26-16  corporation under that new name.

26-17     2.  If the applying foreign nonprofit corporation submits the

26-18  written, acknowledged consent of the artificial person having a

26-19  name, or who has reserved a name, which is not distinguishable

26-20  from the old name of the applying foreign nonprofit corporation

26-21  or a new name it has submitted, it may be reinstated under that

26-22  name.

26-23     3.  For the purposes of this section, a proposed name is not

26-24  distinguishable from a name on file or reserved solely because one

26-25  or the other contains distinctive lettering, a distinctive mark, a

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

26-27     4.  The Secretary of State may adopt regulations that interpret

26-28  the requirements of this section.

26-29     Sec. 45.  NRS 82.106 is hereby amended to read as follows:

26-30     82.106  1.  The Secretary of State shall not accept for filing

26-31  pursuant to this chapter any articles of incorporation or any

26-32  certificate of amendment of articles of incorporation of any

26-33  corporation formed or existing pursuant to this chapter if the name

26-34  of the corporation contains the words “trust,” “engineer,”

26-35  “engineered,” “engineering,” “professional engineer” or “licensed

26-36  engineer.”

26-37     2.  The Secretary of State shall not accept for filing any articles

26-38  of incorporation or any certificate of amendment of articles of

26-39  incorporation of any corporation formed or existing under this

26-40  chapter when it appears from the articles or the certificate of

26-41  amendment that the business to be carried on by the corporation is

26-42  subject to supervision by the Commissioner of Insurance.

26-43     3.  The Secretary of State shall not accept for filing pursuant to

26-44  this chapter any articles of incorporation or any certificate of

26-45  amendment of articles of incorporation of any corporation formed or

27-1  existing pursuant to this chapter if the name of the corporation

27-2  contains the words “accountant,” “accounting,” “accountancy,”

27-3  “auditor” or “auditing.”

27-4      4.  The Secretary of State shall not accept for filing any

27-5  articles of incorporation or any certificate of amendment of

27-6  articles of incorporation of any corporation formed or existing

27-7  pursuant to the laws of this state which provides that the name of

27-8  the corporation contains the words “unit-owners’ association” or

27-9  “homeowners’ association” or if it appears in the articles of

27-10  incorporation or certificate of amendment that the purpose of the

27-11  corporation is to operate as a unit-owners’ association pursuant to

27-12  chapter 116 of NRS unless the Administrator of the Real Estate

27-13  Division of the Department of Business and Industry certifies that

27-14  the corporation has:

27-15     (a) Registered with the Ombudsman for Owners in Common-

27-16  Interest Communities pursuant to NRS 116.31158; and

27-17     (b) Paid to the Administrator of the Real Estate Division the

27-18  fees required pursuant to NRS 116.31155.

27-19     Sec. 46.  NRS 82.193 is hereby amended to read as follows:

27-20     82.193  1.  A corporation shall have a resident agent in the

27-21  manner provided in NRS 78.090, 78.095, 78.097 and 78.110. The

27-22  resident agent and the corporation shall comply with the provisions

27-23  of those sections.

27-24     2.  Upon notification from the Administrator of the Real

27-25  Estate Division of the Department of Business and Industry that a

27-26  corporation which is a unit-owners’ association as defined in NRS

27-27  116.110315 has failed to register pursuant to NRS 116.31158 or

27-28  failed to pay the fees pursuant to NRS 116.31155, the Secretary of

27-29  State shall deem the corporation to be in default. If, after the

27-30  corporation is deemed to be in default, the Administrator notifies

27-31  the Secretary of State that the corporation has registered pursuant

27-32  to NRS 116.31158 and paid the fees pursuant to NRS 116.31155,

27-33  the Secretary of State shall reinstate the corporation if the

27-34  corporation complies with the requirements for reinstatement as

27-35  provided in this section and NRS 78.150 to 78.185, inclusive.

27-36     3.  A corporation is subject to the provisions of NRS 78.150 to

27-37  78.185, inclusive, except that:

27-38     (a) The fee for filing a list is $15;

27-39     (b) The penalty added for default is $5; and

27-40     (c) The fee for reinstatement is $25.

27-41     Sec. 47.  NRS 82.356 is hereby amended to read as follows:

27-42     82.356  1.  [Every] Each amendment adopted pursuant to the

27-43  provisions of NRS 82.351 must be made in the following manner:

27-44     (a) The board of directors must adopt a resolution setting forth

27-45  the amendment proposed, approve it and, if the corporation has

28-1  members entitled to vote on an amendment to the articles, call a

28-2  meeting, either annual or special, of the members. The amendment

28-3  must also be approved by [every] each public official or other

28-4  person whose approval of an amendment of articles is required by

28-5  the articles.

28-6      (b) At the meeting of members, of which notice must be given

28-7  to each member entitled to vote pursuant to the provisions of this

28-8  section, a vote of the members entitled to vote in person or by proxy

28-9  must be taken for and against the proposed amendment. A majority

28-10  of a quorum of the voting power of the members or such greater

28-11  proportion of the voting power of members as may be required in

28-12  the case of a vote by classes, as provided in subsection 3, or as may

28-13  be required by the articles, must vote in favor of the amendment.

28-14     (c) Upon approval of the amendment by the directors, or if the

28-15  corporation has members entitled to vote on an amendment to the

28-16  articles, by both the directors and those members, and such other

28-17  persons or public officers, if any, as are required to do so by the

28-18  articles, [the chairman of the board or the president or vice

28-19  president, and the secretary or assistant secretary,] an officer of the

28-20  corporation must execute a certificate setting forth the amendment,

28-21  or setting forth the articles as amended, that the public officers or

28-22  other persons, if any, required by the articles have approved the

28-23  amendment, and the vote of the members and directors by which the

28-24  amendment was adopted.

28-25     (d) The certificate so executed must be filed in the Office of the

28-26  Secretary of State.

28-27     2.  Upon filing the certificate, the articles of incorporation are

28-28  amended accordingly.

28-29     3.  If any proposed amendment would alter or change any

28-30  preference or any relative or other right given to any class of

28-31  members, then the amendment must be approved by the vote, in

28-32  addition to the affirmative vote otherwise required, of the holders of

28-33  a majority of a quorum of the voting power of each class of

28-34  members affected by the amendment regardless of limitations or

28-35  restrictions on their voting power.

28-36     4.  In the case of any specified amendments, the articles may

28-37  require a larger vote of members than that required by this section.

28-38     Sec. 48.  NRS 82.451 is hereby amended to read as follows:

28-39     82.451  1.  A corporation may be dissolved and its affairs

28-40  wound up voluntarily if the board of directors adopts a resolution to

28-41  that effect and calls a meeting of the members entitled to vote to

28-42  take action upon the resolution. The resolution must also be

28-43  approved by any person or superior organization whose approval is

28-44  required by a provision of the articles authorized by NRS 82.091.

28-45  The meeting of the members must be held with due notice. If at the

29-1  meeting the members entitled to exercise a majority of all the voting

29-2  power consent by resolution to the dissolution, a certificate signed

29-3  by an officer of the corporation setting forth that the dissolution has

29-4  been approved in compliance with this section, together with a list

29-5  of the names and [residences] addresses, either residence or

29-6  business, of the [directors and officers, executed by the chairman of

29-7  the board, president or vice president, and the secretary or an

29-8  assistant secretary,] president, secretary and treasurer, or the

29-9  equivalent thereof, and all of the directors of the corporation, must

29-10  be filed in the Office of the Secretary of State.

29-11     2.  If a corporation has no members entitled to vote upon a

29-12  resolution calling for the dissolution of the corporation, the

29-13  corporation may be dissolved and its affairs wound up voluntarily

29-14  by the board of directors if it adopts a resolution to that effect. The

29-15  resolution must also be approved by any person or superior

29-16  organization whose approval is required by a provision of the

29-17  articles authorized by NRS 82.091. A certificate setting forth that

29-18  the dissolution has been approved in compliance with this section

29-19  and a list of the officers and directors, [executed] signed as provided

29-20  in subsection 1, must be filed in the Office of the Secretary of State.

29-21     3.  Upon the dissolution of any corporation under the provisions

29-22  of this section or upon the expiration of its period of corporate

29-23  existence, the directors are the trustees of the corporation in

29-24  liquidation and in winding up the affairs of the corporation. The act

29-25  of a majority of the directors as trustees remaining in office is the

29-26  act of the directors as trustees.

29-27     Sec. 49.  NRS 82.526 is hereby amended to read as follows:

29-28     82.526  The Secretary of State may microfilm or image any

29-29  document which is filed in his office by a corporation pursuant to

29-30  this chapter and may return the original document to the

29-31  corporation.

29-32     Sec. 50.  Chapter 84 of NRS is hereby amended by adding

29-33  thereto the provisions set forth as sections 51 and 52 of this act.

29-34     Sec. 51.  1.  Each document filed with the Secretary of State

29-35  pursuant to this chapter must be on or accompanied by a form

29-36  prescribed by the Secretary of State.

29-37     2.  The Secretary of State may refuse to file a document which

29-38  does not comply with subsection 1 or which does not contain all of

29-39  the information required by statute for filing the document.

29-40     3.  If the provisions of the form prescribed by the Secretary of

29-41  State conflict with the provisions of any document that is filed with

29-42  the form:

29-43     (a) The Secretary of State may determine whether to file or

29-44  reject the document based on the information on the prescribed

29-45  form; and

30-1      (b) Unless otherwise provided in the document, the provisions

30-2  of the document control in any other situation.

30-3      4.  The Secretary of State may by regulation provide for the

30-4  electronic filing of documents with the Office of the Secretary of

30-5  State.

30-6      Sec. 52.  1.  A corporation sole may correct a document filed

30-7  by the Secretary of State with respect to the corporation sole if the

30-8  document contains an inaccurate record of an action of the

30-9  corporation sole described in the document or was defectively

30-10  executed, attested, sealed, verified or acknowledged.

30-11     2.  To correct a document, the corporation sole must:

30-12     (a) Prepare a certificate of correction which:

30-13         (1) States the name of the corporation sole;

30-14         (2) Describes the document, including, without limitation,

30-15  its filing date;

30-16         (3) Specifies the inaccuracy or defect;

30-17         (4) Sets forth the inaccurate or defective portion of the

30-18  document in an accurate or corrected form; and

30-19         (5) Is signed by an archbishop, bishop, president, trustee in

30-20  trust, president of stake, president of congregation, overseer,

30-21  presiding elder, district superintendent or other presiding officer

30-22  or clergyman of a church, religious society or denomination, who

30-23  has been chosen, elected or appointed in conformity with the

30-24  constitution, canons, rites, regulations or discipline of the church,

30-25  religious society or denomination, and in whom is vested the legal

30-26  title to the property held for the purpose, use or benefit of the

30-27  church or religious society or denomination.

30-28     (b) Deliver the certificate to the Secretary of State for filing.

30-29     (c) Pay a filing fee of $25 to the Secretary of State.

30-30     3.  A certificate of correction is effective on the effective date

30-31  of the document it corrects except as to persons relying on the

30-32  uncorrected document and adversely affected by the correction. As

30-33  to those persons, the certificate is effective when filed.

30-34     Sec. 53.  NRS 84.140 is hereby amended to read as follows:

30-35     84.140  1.  The Secretary of State shall notify, by [letter

30-36  addressed] providing written notice to its resident agent, each

30-37  corporation sole deemed in default pursuant to the provisions of this

30-38  chapter. The notice [must be accompanied by] :

30-39     (a) Must include a statement indicating the amount of the filing

30-40  fee, penalties incurred and costs remaining unpaid.

30-41     (b) At the request of the resident agent, may be provided

30-42  electronically.

30-43     2.  On the first day of the [ninth] first anniversary of the month

30-44  following the month in which the filing was required, the charter of

31-1  the corporation sole is revoked and its right to transact business is

31-2  forfeited.

31-3      3.  The Secretary of State shall compile a complete list

31-4  containing the names of all corporations sole whose right to [do]

31-5  transact business has been forfeited.

31-6      4.  The Secretary of State shall forthwith notify, by [letter

31-7  addressed] providing written notice to its resident agent, each [such]

31-8  corporation specified in subsection 3 of the forfeiture of its charter.

31-9  The written notice [must be accompanied by] :

31-10     (a) Must include a statement indicating the amount of the filing

31-11  fee, penalties incurred and costs remaining unpaid.

31-12     (b) At the request of the resident agent, may be provided

31-13  electronically.

31-14     Sec. 54.  Chapter 86 of NRS is hereby amended by adding

31-15  thereto the provisions set forth as sections 55 to 62, inclusive, of this

31-16  act.

31-17     Sec. 55.  1.  Each document filed with the Secretary of State

31-18  pursuant to this chapter must be on or accompanied by a form

31-19  prescribed by the Secretary of State.

31-20     2.  The Secretary of State may refuse to file a document which

31-21  does not comply with subsection 1 or which does not contain all of

31-22  the information required by statute for filing the document.

31-23     3.  If the provisions of the form prescribed by the Secretary of

31-24  State conflict with the provisions of any document that is filed with

31-25  the form:

31-26     (a) The Secretary of State may determine whether to file or

31-27  reject the document based on the information on the prescribed

31-28  form; and

31-29     (b) Unless otherwise provided in the document, the provisions

31-30  of the document control in any other situation.

31-31     4.  The Secretary of State may by regulation provide for the

31-32  electronic filing of documents with the Office of the Secretary of

31-33  State.

31-34     Sec. 56.  1.  Each foreign limited-liability company doing

31-35  business in this state shall, on or before the last day of the first

31-36  month after the filing of its application for registration as a

31-37  foreign limited-liability company with the Secretary of State, and

31-38  annually thereafter on or before the last day of the month in

31-39  which the anniversary date of its qualification to do business in

31-40  this state occurs in each year, file with the Secretary of State a list

31-41  on a form furnished by him that contains:

31-42     (a) The name of the foreign limited-liability company;

31-43     (b) The file number of the foreign limited-liability company, if

31-44  known;

32-1      (c) The names and titles of all its managers or, if there is no

32-2  manager, all of its managing members;

32-3      (d) The address, either residence or business, of each manager

32-4  or managing member listed pursuant to paragraph (c);

32-5      (e) The name and address of its resident agent in this state;

32-6  and

32-7      (f) The signature of a manager or managing member of the

32-8  foreign limited-liability company certifying that the list is true,

32-9  complete and accurate.

32-10     2.  Each list filed pursuant to this section must be

32-11  accompanied by a declaration under penalty of perjury that the

32-12  foreign limited-liability company:

32-13     (a) Has complied with the provisions of chapter 364A of NRS;

32-14  and

32-15     (b) Acknowledges that pursuant to NRS 239.330 it is a

32-16  category C felony to knowingly offer any false or forged

32-17  instrument for filing with the Office of the Secretary of State.

32-18     3.  Upon filing:

32-19     (a) The initial list required by this section, the foreign limited-

32-20  liability company shall pay to the Secretary of State a fee of $165.

32-21     (b) Each annual list required by this section, the foreign

32-22  limited-liability company shall pay to the Secretary of State a fee

32-23  of $85.

32-24     4.  The Secretary of State shall, 60 days before the last day for

32-25  filing each annual list required by this section, cause to be mailed

32-26  to each foreign limited-liability company which is required to

32-27  comply with the provisions of sections 56 to 62, inclusive, of this

32-28  act, and which has not become delinquent, the blank forms to be

32-29  completed and filed with him. Failure of any foreign limited-

32-30  liability company to receive the forms does not excuse it from the

32-31  penalty imposed by the provisions of sections 56 to 62, inclusive, of

32-32  this act.

32-33     5.  An annual list for a foreign limited-liability company not

32-34  in default which is received by the Secretary of State more than 90

32-35  days before its due date must be deemed an amended list for the

32-36  previous year and does not satisfy the requirements of this section

32-37  for the year to which the due date is applicable.

32-38     Sec. 57.  If a foreign limited-liability company has filed the

32-39  initial or annual list in compliance with section 56 of this act and

32-40  has paid the appropriate fee for the filing, the cancelled check or

32-41  other proof of payment received by the foreign limited-liability

32-42  company constitutes a certificate authorizing it to transact its

32-43  business within this state until the last day of the month in which

32-44  the anniversary of its qualification to transact business occurs in

32-45  the next succeeding calendar year.

33-1      Sec. 58.  1.  Each list required to be filed under the

33-2  provisions of sections 56 to 62, inclusive, of this act must, after the

33-3  name of each manager or, if there is no manager, each of its

33-4  managing members listed thereon, set forth the address, either

33-5  residence or business, of each manager or managing member.

33-6      2.  If the addresses are not stated for each person on any list

33-7  offered for filing, the Secretary of State may refuse to file the list,

33-8  and the foreign limited-liability company for which the list has

33-9  been offered for filing is subject to all the provisions of sections 56

33-10  to 62, inclusive, of this act relating to failure to file the list within

33-11  or at the times therein specified, unless a list is subsequently

33-12  submitted for filing which conforms to the provisions of this

33-13  section.

33-14     Sec. 59.  1.  Each foreign limited-liability company required

33-15  to make a filing and pay the fee prescribed in sections 56 to 62,

33-16  inclusive, of this act which refuses or neglects to do so within the

33-17  time provided is in default.

33-18     2.  For default there must be added to the amount of the fee a

33-19  penalty of $50, and unless the filing is made and the fee and

33-20  penalty are paid on or before the last day of the month in which

33-21  the anniversary date of the foreign limited-liability company

33-22  occurs, the defaulting foreign limited-liability company by reason

33-23  of its default forfeits its right to transact any business within this

33-24  state. The fee and penalty must be collected as provided in this

33-25  chapter.

33-26     Sec. 60.  1.  The Secretary of State shall notify, by providing

33-27  written notice to its resident agent, each foreign limited-liability

33-28  company deemed in default pursuant to section 59 of this act. The

33-29  written notice:

33-30     (a) Must include a statement indicating the amount of the

33-31  filing fee, penalties incurred and costs remaining unpaid.

33-32     (b) At the request of the resident agent, may be provided

33-33  electronically.

33-34     2.  Immediately after the last day of the month in which the

33-35  anniversary date of its organization occurs, the Secretary of State

33-36  shall compile a complete list containing the names of all foreign

33-37  limited-liability companies whose right to transact business has

33-38  been forfeited.

33-39     3.  The Secretary of State shall notify, by providing written

33-40  notice to its resident agent, each foreign limited-liability company

33-41  specified in subsection 2 of the forfeiture of its right to transact

33-42  business. The written notice:

33-43     (a) Must include a statement indicating the amount of the

33-44  filing fee, penalties incurred and costs remaining unpaid.

34-1      (b) At the request of the resident agent, may be provided

34-2  electronically.

34-3      Sec. 61.  1.  Except as otherwise provided in subsections 3

34-4  and 4, the Secretary of State shall reinstate a foreign limited-

34-5  liability company which has forfeited or which forfeits its right to

34-6  transact business under the provisions of this chapter and shall

34-7  restore to the foreign limited-liability company its right to transact

34-8  business in this state, and to exercise its privileges and immunities,

34-9  if it:

34-10     (a) Files with the Secretary of State a list as provided in

34-11  sections 56 and 58 of this act; and

34-12     (b) Pays to the Secretary of State:

34-13         (1) The filing fee and penalty set forth in sections 56 and 59

34-14  of this act for each year or portion thereof that its right to transact

34-15  business was forfeited; and

34-16         (2) A fee of $200 for reinstatement.

34-17     2.  When the Secretary of State reinstates the foreign limited-

34-18  liability company, he shall issue to the foreign limited-liability

34-19  company a certificate of reinstatement if the foreign limited-

34-20  liability company:

34-21     (a) Requests a certificate of reinstatement; and

34-22     (b) Pays the required fees pursuant to NRS 86.561.

34-23     3.  The Secretary of State shall not order a reinstatement

34-24  unless all delinquent fees and penalties have been paid and the

34-25  revocation of the right to transact business occurred only by

34-26  reason of failure to pay the fees and penalties.

34-27     4.  If the right of a foreign limited-liability company to

34-28  transact business in this state has been forfeited pursuant to the

34-29  provisions of section 60 of this act and has remained forfeited for

34-30  a period of 5 consecutive years, the right must not be reinstated.

34-31     Sec. 62.  1.  Except as otherwise provided in subsection 2, if

34-32  a foreign limited-liability company applies to reinstate its

34-33  registration but its name has been legally reserved or acquired by

34-34  another artificial person formed, organized, registered or qualified

34-35  pursuant to the provisions of this title whose name is on file with

34-36  the Office of the Secretary of State or reserved in the Office of the

34-37  Secretary of State pursuant to the provisions of this title, the

34-38  foreign limited-liability company must in its application for

34-39  reinstatement submit in writing to the Secretary of State some

34-40  other name under which it desires its existence to be reinstated. If

34-41  that name is distinguishable from all other names reserved or

34-42  otherwise on file, the Secretary of State shall reinstate the foreign

34-43  limited-liability company under that new name.

34-44     2.  If the applying foreign limited-liability company submits

34-45  the written, acknowledged consent of the artificial person having a

35-1  name, or the person who has reserved a name, which is not

35-2  distinguishable from the old name of the applying foreign limited-

35-3  liability company or a new name it has submitted, it may be

35-4  reinstated under that name.

35-5      3.  For the purposes of this section, a proposed name is not

35-6  distinguishable from a name on file or reserved solely because one

35-7  or the other contains distinctive lettering, a distinctive mark, a

35-8  trademark or a trade name, or any combination thereof.

35-9      4.  The Secretary of State may adopt regulations that interpret

35-10  the requirements of this section.

35-11     Sec. 63.  NRS 86.161 is hereby amended to read as follows:

35-12     86.161  1.  The articles of organization must set forth:

35-13     (a) The name of the limited-liability company;

35-14     (b) The name and complete street address of its resident agent,

35-15  and the mailing address of the resident agent if different from the

35-16  street address;

35-17     (c) The name and [post office or street] address, either residence

35-18  or business, of each of the organizers executing the articles; and

35-19     (d) If the company is to be managed by:

35-20         (1) One or more managers, the name and [post office or

35-21  street] address, either residence or business, of each manager; or

35-22         (2) The members, the name and [post office or street]

35-23  address, either residence or business, of each member.

35-24     2.  The articles may set forth any other provision, not

35-25  inconsistent with law, which the members elect to set out in the

35-26  articles of organization for the regulation of the internal affairs of

35-27  the company, including any provisions which under this chapter are

35-28  required or permitted to be set out in the operating agreement of the

35-29  company.

35-30     3.  It is not necessary to set out in the articles of organization:

35-31     (a) The rights, if any, of the members to contract debts on behalf

35-32  of the limited-liability company; or

35-33     (b) Any of the powers enumerated in this chapter.

35-34     Sec. 64.  NRS 86.171 is hereby amended to read as follows:

35-35     86.171  1.  The name of a limited-liability company formed

35-36  under the provisions of this chapter must contain the words

35-37  “Limited-Liability Company,” “Limited Company,” or “Limited” or

35-38  the abbreviations “Ltd.,” “L.L.C.,” “L.C.,” “LLC” or “LC.” The

35-39  word “Company” may be abbreviated as “Co.”

35-40     2.  The name proposed for a limited-liability company must be

35-41  distinguishable on the records of the Secretary of State from the

35-42  names of all other artificial persons formed, organized, registered or

35-43  qualified pursuant to the provisions of this title that are on file in the

35-44  Office of the Secretary of State and all names that are reserved in

35-45  the Office of the Secretary of State pursuant to the provisions of this

36-1  title. If a proposed name is not so distinguishable, the Secretary of

36-2  State shall return the articles of organization to the organizer, unless

36-3  the written, acknowledged consent of the holder of the name on file

36-4  or reserved name to use the same name or the requested similar

36-5  name accompanies the articles of organization.

36-6      3.  For the purposes of this section and NRS 86.176, a proposed

36-7  name is not distinguishable from a name on file or reserved name

36-8  solely because one or the other contains distinctive lettering, a

36-9  distinctive mark, a trademark or a trade name, or any combination

36-10  [of these.] thereof.

36-11     4.  The name of a limited-liability company whose charter has

36-12  been revoked, which has merged and is not the surviving entity or

36-13  whose existence has otherwise terminated is available for use by any

36-14  other artificial person.

36-15     5.  The Secretary of State shall not accept for filing any articles

36-16  of organization for any limited-liability company if the name of the

36-17  limited-liability company contains the words “accountant,”

36-18  “accounting,” “accountancy,” “auditor” or “auditing” unless the

36-19  Nevada State Board of Accountancy certifies that the limited-

36-20  liability company:

36-21     (a) Is registered pursuant to the provisions of chapter 628 of

36-22  NRS; or

36-23     (b) Has filed with the Nevada State Board of Accountancy

36-24  under penalty of perjury a written statement that the limited-liability

36-25  company is not engaged in the practice of accounting and is not

36-26  offering to practice accounting in this state.

36-27     6.  The Secretary of State shall not accept for filing any

36-28  articles of organization or certificate of amendment of articles of

36-29  organization of any limited-liability company formed or existing

36-30  pursuant to the laws of this state which provides that the name of

36-31  the limited-liability company contains the word “bank” or “trust”

36-32  unless:

36-33     (a) It appears from the articles of organization or the

36-34  certificate of amendment that the limited-liability company

36-35  proposes to carry on business as a banking or trust company,

36-36  exclusively or in connection with its business as a bank, savings

36-37  and loan association or thrift company; and

36-38     (b) The articles of organization or certificate of amendment is

36-39  first approved by the Commissioner of Financial Institutions.

36-40     7.  The Secretary of State shall not accept for filing any

36-41  articles of organization or certificate of amendment of articles of

36-42  organization of any limited-liability company formed or existing

36-43  pursuant to the provisions of this chapter if it appears from the

36-44  articles or the certificate of amendment that the business to be

36-45  carried on by the limited-liability company is subject to

37-1  supervision by the Commissioner of Insurance or by the

37-2  Commissioner of Financial Institutions unless the articles or

37-3  certificate of amendment is approved by the Commissioner who

37-4  will supervise the business of the foreign limited-liability company.

37-5      8.  Except as otherwise provided in subsection 7, the Secretary

37-6  of State shall not accept for filing any articles of organization or

37-7  certificate of amendment of articles of organization of any limited-

37-8  liability company formed or existing pursuant to the laws of this

37-9  state which provides that the name of the limited-liability company

37-10  contains the words “engineer,” “engineered,” “engineering,”

37-11  “professional engineer,” “registered engineer” or “licensed

37-12  engineer” unless:

37-13     (a) The State Board of Professional Engineers and Land

37-14  Surveyors certifies that the principals of the limited-liability

37-15  company are licensed to practice engineering pursuant to the laws

37-16  of this state; or

37-17     (b) The State Board of Professional Engineers and Land

37-18  Surveyors certifies that the limited-liability company is exempt

37-19  from the prohibitions of NRS 625.520.

37-20     9.  The Secretary of State may adopt regulations that interpret

37-21  the requirements of this section.

37-22     Sec. 65.  NRS 86.221 is hereby amended to read as follows:

37-23     86.221  1.  The articles of organization of a limited-liability

37-24  company may be amended for any purpose, not inconsistent with

37-25  law, as determined by all of the members or permitted by the articles

37-26  or an operating agreement.

37-27     2.  An amendment must be made in the form of a certificate

37-28  setting forth:

37-29     (a) The name of the limited-liability company;

37-30     (b) Whether the limited-liability company is managed by [one or

37-31  more] managers or members; and

37-32     (c) The amendment to the articles of organization.

37-33     3.  The certificate of amendment must be signed by a manager

37-34  of the company or, if management is not vested in a manager, by a

37-35  member.

37-36     4.  Restated articles of organization may be executed and filed

37-37  in the same manner as a certificate of amendment. If the certificate

37-38  alters or amends the articles in any manner, it must be accompanied

37-39  by:

37-40     (a) A resolution; or

37-41     (b) A form prescribed by the Secretary of State,

37-42  setting forth which provisions of the articles of organization on file

37-43  with the Secretary of State are being altered or amended.

 

 

38-1      Sec. 66.  NRS 86.263 is hereby amended to read as follows:

38-2      86.263  1.  A limited-liability company shall, on or before the

38-3  [first] last day of the [second] first month after the filing of its

38-4  articles of organization with the Secretary of State, file with the

38-5  Secretary of State, on a form furnished by him, a list that contains:

38-6      (a) The name of the limited-liability company;

38-7      (b) The file number of the limited-liability company, if known;

38-8      (c) The names and titles of all of its managers or, if there is no

38-9  manager, all of its managing members;

38-10     (d) The [mailing or street] address, either residence or business,

38-11  of each manager or managing member listed, following the name of

38-12  the manager or managing member;

38-13     (e) The name and [street] address of the resident agent of the

38-14  limited-liability company; and

38-15     (f) The signature of a manager or managing member of the

38-16  limited-liability company certifying that the list is true, complete

38-17  and accurate.

38-18     2.  The limited-liability company shall annually thereafter, on

38-19  or before the last day of the month in which the anniversary date of

38-20  its organization occurs, file with the Secretary of State, on a form

38-21  furnished by him, an amended list containing all of the information

38-22  required in subsection 1. [If the limited-liability company has had no

38-23  changes in its managers or, if there is no manager, its managing

38-24  members, since its previous list was filed, no amended list need be

38-25  filed if a manager or managing member of the limited-liability

38-26  company certifies to the Secretary of State as a true and accurate

38-27  statement that no changes in the managers or managing members

38-28  have occurred.]

38-29     3.  Each list required by [subsection 1 and each list or

38-30  certification required by subsection 2] this section must be

38-31  accompanied by a declaration under penalty of perjury that the

38-32  limited-liability company [has] :

38-33     (a) Has complied with the provisions of chapter 364A of NRS

38-34  [.] ; and

38-35     (b) Acknowledges that pursuant to NRS 239.330 it is a

38-36  category C felony to knowingly offer any false or forged

38-37  instrument for filing in the Office of the Secretary of State.

38-38     4.  Upon filing:

38-39     (a) The initial list required by subsection 1, the limited-liability

38-40  company shall pay to the Secretary of State a fee of $165.

38-41     (b) Each annual list required by subsection 2 , [or certifying that

38-42  no changes have occurred,] the limited-liability company shall pay

38-43  to the Secretary of State a fee of $85.

38-44     5.  The Secretary of State shall, 60 days before the last day for

38-45  filing each list required by subsection 2, cause to be mailed to each

39-1  limited-liability company which is required to comply with the

39-2  provisions of this section, and which has not become delinquent, a

39-3  notice of the fee due under subsection 4 and a reminder to file a list

39-4  required by subsection 2 . [or a certification of no change.] Failure

39-5  of any company to receive a notice or form does not excuse it from

39-6  the penalty imposed by law.

39-7      6.  If the list to be filed pursuant to the provisions of subsection

39-8  1 or 2 is defective or the fee required by subsection 4 is not paid, the

39-9  Secretary of State may return the list for correction or payment.

39-10     7.  An annual list for a limited-liability company not in default

39-11  received by the Secretary of State more than [60] 90 days before its

39-12  due date shall be deemed an amended list for the previous year.

39-13     Sec. 67.  NRS 86.266 is hereby amended to read as follows:

39-14     86.266  If a limited-liability company has filed the initial or

39-15  annual list in compliance with NRS 86.263 and has paid the

39-16  appropriate fee for the filing, the cancelled check or other proof of

39-17  payment received by the limited-liability company constitutes a

39-18  certificate authorizing it to transact its business within this state until

39-19  the last day of the month in which the anniversary of its formation

39-20  occurs in the next succeeding calendar year. [If the company desires

39-21  a formal certificate upon its payment of the annual fee, its payment

39-22  must be accompanied by a self-addressed, stamped envelope.]

39-23     Sec. 68.  NRS 86.269 is hereby amended to read as follows:

39-24     86.269  1.  [Every] Each list required to be filed under the

39-25  provisions of NRS 86.263 must, after the name of each manager and

39-26  member listed thereon, set forth the [post office box or street]

39-27  address, either residence or business, of each manager or member.

39-28     2.  If the addresses are not stated for each person on any list

39-29  offered for filing, the Secretary of State may refuse to file the list,

39-30  and the limited-liability company for which the list has been offered

39-31  for filing is subject to the provisions of NRS 86.272 and 86.274

39-32  relating to failure to file the list within or at the times therein

39-33  specified, unless a list is subsequently submitted for filing which

39-34  conforms to the provisions of this section.

39-35     Sec. 69.  NRS 86.274 is hereby amended to read as follows:

39-36     86.274  1.  The Secretary of State shall notify, by [letter

39-37  addressed] providing written notice to its resident agent, each

39-38  limited-liability company deemed in default pursuant to the

39-39  provisions of this chapter. The written notice [must be accompanied

39-40  by] :

39-41     (a) Must include a statement indicating the amount of the filing

39-42  fee, penalties incurred and costs remaining unpaid.

39-43     (b) At the request of the resident agent, may be provided

39-44  electronically.

40-1      2.  On the first day of the first anniversary of the month

40-2  following the month in which the filing was required, the charter of

40-3  the company is revoked and its right to transact business is forfeited.

40-4      3.  The Secretary of State shall compile a complete list

40-5  containing the names of all limited-liability companies whose right

40-6  to [do] transact business has been forfeited.

40-7      4.  The Secretary of State shall forthwith notify [each limited-

40-8  liability company by letter addressed] , by providing written notice

40-9  to its resident agent , each limited-liability company specified in

40-10  subsection 3 of the forfeiture of its charter. The written notice [must

40-11  be accompanied by] :

40-12     (a) Must include a statement indicating the amount of the filing

40-13  fee, penalties incurred and costs remaining unpaid.

40-14     (b) At the request of the resident agent, may be provided

40-15  electronically.

40-16     [4.] 5. If the charter of a limited-liability company is revoked

40-17  and the right to transact business is forfeited, all of the property and

40-18  assets of the defaulting company must be held in trust by the

40-19  managers or, if none, by the members of the company, and the same

40-20  proceedings may be had with respect to its property and assets as

40-21  apply to the dissolution of a limited-liability company pursuant to

40-22  NRS 86.505 and 86.521. Any person interested may institute

40-23  proceedings at any time after a forfeiture has been declared, but if

40-24  the Secretary of State reinstates the charter , the proceedings must

40-25  be dismissed and all property restored to the company.

40-26     [5.] 6. If the assets are distributed , they must be applied in the

40-27  following manner:

40-28     (a) To the payment of the filing fee, penalties incurred and costs

40-29  due to the State; and

40-30     (b) To the payment of the creditors of the company.

40-31  Any balance remaining must be distributed among the members as

40-32  provided in subsection 1 of NRS 86.521.

40-33     Sec. 70.  NRS 86.276 is hereby amended to read as follows:

40-34     86.276  1.  Except as otherwise provided in subsections 3 and

40-35  4, the Secretary of State shall reinstate any limited-liability company

40-36  which has forfeited or which forfeits its right to transact business

40-37  pursuant to the provisions of this chapter and shall restore to the

40-38  company its right to carry on business in this state, and to exercise

40-39  its privileges and immunities, if it:

40-40     (a) Files with the Secretary of State the list required by NRS

40-41  86.263; and

40-42     (b) Pays to the Secretary of State:

40-43         (1) The filing fee and penalty set forth in NRS 86.263 and

40-44  86.272 for each year or portion thereof during which it failed to file

40-45  in a timely manner each required annual list; and

41-1          (2) A fee of $200 for reinstatement.

41-2      2.  When the Secretary of State reinstates the limited-liability

41-3  company, he shall[:

41-4      (a) Immediately issue and deliver to the company a certificate of

41-5  reinstatement authorizing it to transact business as if the filing fee

41-6  had been paid when due; and

41-7      (b) Upon demand,] issue to the company [one or more certified

41-8  copies of the] a certificate of reinstatement [.]if the limited-liability

41-9  company:

41-10     (a) Requests a certificate of reinstatement; and

41-11     (b) Pays the required fees pursuant to NRS 86.561.

41-12     3.  The Secretary of State shall not order a reinstatement unless

41-13  all delinquent fees and penalties have been paid, and the revocation

41-14  of the charter occurred only by reason of failure to pay the fees and

41-15  penalties.

41-16     4.  If a company’s charter has been revoked pursuant to the

41-17  provisions of this chapter and has remained revoked for a period of

41-18  5 consecutive years, the charter must not be reinstated.

41-19     Sec. 70.5.  NRS 86.278 is hereby amended to read as follows:

41-20     86.278  1.  Except as otherwise provided in subsection 2, if a

41-21  limited-liability company applies to reinstate its charter but its name

41-22  has been legally acquired or reserved by any other artificial person

41-23  formed, organized, registered or qualified pursuant to the provisions

41-24  of this title whose name is on file with the Office of the Secretary of

41-25  State or reserved in the Office of the Secretary of State pursuant to

41-26  the provisions of this title, the company shall submit in writing to

41-27  the Secretary of State some other name under which it desires its

41-28  existence to be reinstated. If that name is distinguishable from all

41-29  other names reserved or otherwise on file, the Secretary of State

41-30  shall [issue to the applying] reinstate the limited-liability company

41-31  [a certificate of reinstatement] under that new name.

41-32     2.  If the applying limited-liability company submits the

41-33  written, acknowledged consent of the artificial person having the

41-34  name, or the person reserving the name, which is not distinguishable

41-35  from the old name of the applying company or a new name it has

41-36  submitted, it may be reinstated under that name.

41-37     3.  For the purposes of this section, a proposed name is not

41-38  distinguishable from a name on file or reserved name solely because

41-39  one or the other contains distinctive lettering, a distinctive mark, a

41-40  trademark or a trade name or any combination of these.

41-41     4.  The Secretary of State may adopt regulations that interpret

41-42  the requirements of this section.

41-43     Sec. 71.  NRS 86.547 is hereby amended to read as follows:

41-44     86.547  1.  A foreign limited-liability company may cancel its

41-45  registration by filing with the Secretary of State a certificate of

42-1  cancellation signed by a manager of the company or, if management

42-2  is not vested in a manager, a member of the company. The

42-3  certificate, which must be accompanied by the required fees, must

42-4  set forth:

42-5      (a) The name of the foreign limited-liability company;

42-6      (b) [The date upon which its certificate of registration was filed;

42-7      (c)] The effective date of the cancellation if other than the date

42-8  of the filing of the certificate of cancellation; and

42-9      [(d)] (c) Any other information deemed necessary by the

42-10  manager of the company or, if management is not vested in a

42-11  manager, a member of the company.

42-12     2.  A cancellation pursuant to this section does not terminate the

42-13  authority of the Secretary of State to accept service of process on the

42-14  foreign limited-liability company with respect to causes of action

42-15  arising from the transaction of business in this state by the foreign

42-16  limited-liability company.

42-17     Sec. 72.  Chapter 87 of NRS is hereby amended by adding

42-18  thereto the provisions set forth as sections 73 to 80, inclusive, of this

42-19  act.

42-20     Sec. 73.  1.  Each document filed with the Secretary of State

42-21  pursuant to this chapter must be on or accompanied by a form

42-22  prescribed by the Secretary of State.

42-23     2.  The Secretary of State may refuse to file a document which

42-24  does not comply with subsection 1 or which does not contain all of

42-25  the information required by statute for filing the document.

42-26     3.  If the provisions of the form prescribed by the Secretary of

42-27  State conflict with the provisions of any document that is filed with

42-28  the form:

42-29     (a) The Secretary of State may determine whether to file or

42-30  reject the document based on the information on the prescribed

42-31  form; and

42-32     (b) Unless otherwise provided in the document, the provisions

42-33  of the document control in any other situation.

42-34     4.  The Secretary of State may by regulation provide for the

42-35  electronic filing of documents with the Office of the Secretary of

42-36  State.

42-37     Sec. 74.  1.  Each foreign limited-liability partnership doing

42-38  business in this state shall, on or before the last day of the month

42-39  after the filing of its application for registration as a foreign

42-40  limited-liability partnership with the Secretary of State, and

42-41  annually thereafter on or before the last day of the month in

42-42  which the anniversary date of its qualification to do business in

42-43  this state occurs in each year, file with the Secretary of State a list,

42-44  on a form furnished by him, that contains:

42-45     (a) The name of the foreign limited-liability partnership;

43-1      (b) The file number of the foreign limited-liability partnership,

43-2  if known;

43-3      (c) The names of all its managing partners;

43-4      (d) The address, either residence or business, of each

43-5  managing partner;

43-6      (e) The name and address of its resident agent in this state;

43-7  and

43-8      (f) The signature of a managing partner of the foreign limited-

43-9  liability partnership certifying that the list is true, complete and

43-10  accurate.

43-11     2.  Each list filed pursuant to this section must be

43-12  accompanied by a declaration under penalty of perjury that the

43-13  foreign limited-liability partnership:

43-14     (a) Has complied with the provisions of chapter 364A of NRS;

43-15  and

43-16     (b) Acknowledges that pursuant to NRS 239.330 it is a

43-17  category C felony to knowingly offer any false or forged

43-18  instrument for filing in the Office of the Secretary of State.

43-19     3.  Upon filing:

43-20     (a) The initial list required by this section, the foreign limited-

43-21  liability partnership shall pay to the Secretary of State a fee of

43-22  $165.

43-23     (b) Each annual list required by this section, the foreign

43-24  limited-liability partnership shall pay to the Secretary of State a

43-25  fee of $85.

43-26     4.  The Secretary of State shall, 60 days before the last day for

43-27  filing each annual list required by subsection 1, cause to be mailed

43-28  to each foreign limited-liability partnership which is required to

43-29  comply with the provisions of sections 74 to 80, inclusive, of this

43-30  act, and which has not become delinquent, the blank forms to be

43-31  completed and filed with him. Failure of any foreign limited-

43-32  liability partnership to receive the forms does not excuse it from

43-33  the penalty imposed by the provisions of sections 74 to 80,

43-34  inclusive, of this act.

43-35     5.  An annual list for a foreign limited-liability partnership

43-36  not in default which is received by the Secretary of State more

43-37  than 90 days before its due date must be deemed an amended list

43-38  for the previous year and does not satisfy the requirements of

43-39  subsection 1 for the year to which the due date is applicable.

43-40     Sec. 75.  If a foreign limited-liability partnership has filed the

43-41  initial or annual list in compliance with section 74 of this act and

43-42  has paid the appropriate fee for the filing, the cancelled check or

43-43  other proof of payment received by the foreign limited-liability

43-44  partnership constitutes a certificate authorizing it to transact its

43-45  business within this state until the last day of the month in which

44-1  the anniversary of its qualification to transact business occurs in

44-2  the next succeeding calendar year.

44-3      Sec. 76.  1.  Each list required to be filed under the

44-4  provisions of sections 74 to 80, inclusive, of this act must, after

44-5  the name of each managing partner listed thereon, set forth the

44-6  address, either residence or business, of each managing partner.

44-7      2.  If the addresses are not stated for each person on any list

44-8  offered for filing, the Secretary of State may refuse to file the list,

44-9  and the foreign limited-liability partnership for which the list has

44-10  been offered for filing is subject to all the provisions of sections 74

44-11  to 80, inclusive, of this act relating to failure to file the list within

44-12  or at the times therein specified, unless a list is subsequently

44-13  submitted for filing which conforms to the provisions of this

44-14  section.

44-15     Sec. 77.  1.  Each foreign limited-liability partnership

44-16  required to make a filing and pay the fee prescribed in sections 74

44-17  to 80, inclusive, of this act which refuses or neglects to do so

44-18  within the time provided is in default.

44-19     2.  For default there must be added to the amount of the fee a

44-20  penalty of $50, and unless the filing is made and the fee and

44-21  penalty are paid on or before the last day of the month in which

44-22  the anniversary date of the foreign limited-liability partnership

44-23  occurs, the defaulting foreign limited-liability partnership by

44-24  reason of its default forfeits its right to transact any business

44-25  within this state. The fee and penalty must be collected as provided

44-26  in this chapter.

44-27     Sec. 78.  1.  The Secretary of State shall notify, by providing

44-28  written notice to its resident agent, each foreign limited-liability

44-29  partnership deemed in default pursuant to section 77 of this act.

44-30  The written notice:

44-31     (a) Must include a statement indicating the amount of the

44-32  filing fee, penalties incurred and costs remaining unpaid.

44-33     (b) At the request of the resident agent, may be provided

44-34  electronically.

44-35     2.  Immediately after the last day of the month in which the

44-36  anniversary date of its registration occurs, the Secretary of State

44-37  shall compile a complete list containing the names of all foreign

44-38  limited-liability partnerships whose right to transact business has

44-39  been forfeited.

44-40     3.  The Secretary of State shall notify, by providing written

44-41  notice to its resident agent, each foreign limited-liability

44-42  partnership specified in subsection 2 of the forfeiture of its right to

44-43  transact business. The written notice:

44-44     (a) Must include a statement indicating the amount of the

44-45  filing fee, penalties incurred and costs remaining unpaid.

45-1      (b) At the request of the resident agent, may be provided

45-2  electronically.

45-3      Sec. 79.  1.  Except as otherwise provided in subsections 3

45-4  and 4, the Secretary of State shall reinstate a foreign limited-

45-5  liability partnership which has forfeited or which forfeits its right

45-6  to transact business under the provisions of this chapter and shall

45-7  restore to the foreign limited-liability partnership its right to

45-8  transact business in this state, and to exercise its privileges and

45-9  immunities, if it:

45-10     (a) Files with the Secretary of State a list as provided in

45-11  sections 74 and 76 of this act; and

45-12     (b) Pays to the Secretary of State:

45-13         (1) The filing fee and penalty set forth in sections 74 and 77

45-14  of this act for each year or portion thereof that its right to transact

45-15  business was forfeited; and

45-16         (2) A fee of $200 for reinstatement.

45-17     2.  When the Secretary of State reinstates the foreign limited-

45-18  liability partnership, he shall issue to the foreign limited-liability

45-19  partnership a certificate of reinstatement if the foreign limited-

45-20  liability partnership:

45-21     (a) Requests a certificate of reinstatement; and

45-22     (b) Pays the required fees pursuant to NRS 87.550.

45-23     3.  The Secretary of State shall not order a reinstatement

45-24  unless all delinquent fees and penalties have been paid and the

45-25  revocation of the right to transact business occurred only by

45-26  reason of failure to pay the fees and penalties.

45-27     4.  If the right of a foreign limited-liability partnership to

45-28  transact business in this state has been forfeited pursuant to the

45-29  provisions of section 78 of this act and has remained forfeited for

45-30  a period of 5 consecutive years, the right to transact business must

45-31  not be reinstated.

45-32     Sec. 80.  1.  Except as otherwise provided in subsection 2, if

45-33  a foreign limited-liability partnership applies to reinstate its

45-34  certificate of registration and its name has been legally reserved or

45-35  acquired by another artificial person formed, organized, registered

45-36  or qualified pursuant to the provisions of this title whose name is

45-37  on file with the Office of the Secretary of State or reserved in the

45-38  Office of the Secretary of State pursuant to the provisions of this

45-39  title, the foreign limited-liability partnership must submit in

45-40  writing in its application for reinstatement to the Secretary of State

45-41  some other name under which it desires its existence to be

45-42  reinstated. If that name is distinguishable from all other names

45-43  reserved or otherwise on file, the Secretary of State shall reinstate

45-44  the foreign limited-liability partnership under that new name.

46-1      2.  If the applying foreign limited-liability partnership submits

46-2  the written, acknowledged consent of the artificial person having a

46-3  name, or the person who has reserved a name, which is not

46-4  distinguishable from the old name of the applying foreign limited-

46-5  liability partnership or a new name it has submitted, it may be

46-6  reinstated under that name.

46-7      3.  For the purposes of this section, a proposed name is not

46-8  distinguishable from a name on file or reserved solely because one

46-9  or the other contains distinctive lettering, a distinctive mark, a

46-10  trademark or a trade name, or any combination thereof.

46-11     4.  The Secretary of State may adopt regulations that interpret

46-12  the requirements of this section.

46-13     Sec. 81.  NRS 87.450 is hereby amended to read as follows:

46-14     87.450  1.  The name proposed for a registered limited-

46-15  liability partnership must contain the words “Limited-Liability

46-16  Partnership” or “Registered Limited-Liability Partnership” or the

46-17  abbreviation “L.L.P.” or “LLP” as the last words or letters of the

46-18  name and must be distinguishable on the records of the Secretary of

46-19  State from the names of all other artificial persons formed,

46-20  organized, registered or qualified pursuant to the provisions of this

46-21  title that are on file in the Office of the Secretary of State and all

46-22  names that are reserved in the Office of the Secretary of State

46-23  pursuant to the provisions of this title. If the name of the registered

46-24  limited-liability partnership on a certificate of registration of

46-25  limited-liability partnership submitted to the Secretary of State is not

46-26  distinguishable from a name on file or reserved name, the Secretary

46-27  of State shall return the certificate to the person who signed it unless

46-28  the written, acknowledged consent of the holder of the name on file

46-29  or reserved name to use the name accompanies the certificate.

46-30     2.  For the purposes of this section, a proposed name is not

46-31  distinguishable from a name on file or reserved name solely because

46-32  one or the other contains distinctive lettering, a distinctive mark, a

46-33  trademark or a trade name, or any combination of [these.] thereof.

46-34     3.  The Secretary of State shall not accept for filing any

46-35  certificate of registration or certificate of amendment of a

46-36  certificate of registration of any registered limited-liability

46-37  partnership formed or existing pursuant to the laws of this state

46-38  which provides that the name of the registered limited-liability

46-39  partnership contains the words “accountant,” “accounting,”

46-40  “accountancy,” “auditor” or “auditing” unless the Nevada State

46-41  Board of Accountancy certifies that the registered limited-liability

46-42  partnership:

46-43     (a) Is registered pursuant to the provisions of chapter 628 of

46-44  NRS; or

47-1      (b) Has filed with the Nevada State Board of Accountancy

47-2  under penalty of perjury a written statement that the registered

47-3  limited-liability partnership is not engaged in the practice of

47-4  accounting and is not offering to practice accounting in this state.

47-5      4.  The Secretary of State shall not accept for filing any

47-6  certificate of registration or certificate of amendment of a

47-7  certificate of registration of any registered limited-liability

47-8  partnership formed or existing pursuant to the laws of this state

47-9  which provides that the name of the registered limited-liability

47-10  partnership contains the word “bank” or “trust” unless:

47-11     (a) It appears from the certificate of registration or the

47-12  certificate of amendment that the registered limited-liability

47-13  partnership proposes to carry on business as a banking or trust

47-14  company, exclusively or in connection with its business as a bank,

47-15  savings and loan association or thrift company; and

47-16     (b) The certificate of registration or certificate of amendment

47-17  is first approved by the Commissioner of Financial Institutions.

47-18     5.  The Secretary of State shall not accept for filing any

47-19  certificate of registration or certificate of amendment of a

47-20  certificate of registration of any registered limited-liability

47-21  partnership formed or existing pursuant to the provisions of this

47-22  chapter if it appears from the certificate of registration or the

47-23  certificate of amendment that the business to be carried on by the

47-24  registered limited-liability partnership is subject to supervision by

47-25  the Commissioner of Insurance or by the Commissioner of

47-26  Financial Institutions, unless the certificate of registration or

47-27  certificate of amendment is approved by the Commissioner who

47-28  will supervise the business of the registered limited-liability

47-29  partnership.

47-30     6.  Except as otherwise provided in subsection 5, the Secretary

47-31  of State shall not accept for filing any certificate of registration or

47-32  certificate of amendment of a certificate of registration of any

47-33  registered limited-liability partnership formed or existing pursuant

47-34  to the laws of this state which provides that the name of the

47-35  registered limited-liability partnership contains the words

47-36  “engineer,” “engineered,” “engineering,” “professional

47-37  engineer,” “registered engineer” or “licensed engineer” unless:

47-38     (a) The State Board of Professional Engineers and Land

47-39  Surveyors certifies that the principals of the registered limited-

47-40  liability partnership are licensed to practice engineering pursuant

47-41  to the laws of this state; or

47-42     (b) The State Board of Professional Engineers and Land

47-43  Surveyors certifies that the registered limited-liability partnership

47-44  is exempt from the prohibitions of NRS 625.520.

48-1      7.  The Secretary of State shall not accept for filing any

48-2  certificate of registration or certificate of amendment of a

48-3  certificate of registration of any registered limited-liability

48-4  partnership formed or existing pursuant to the laws of this state

48-5  which provides that the name of the registered limited-liability

48-6  partnership contains the words “unit-owners’ association” or

48-7  “homeowners’ association” or if it appears in the certificate of

48-8  registration or certificate of amendment that the purpose of the

48-9  registered limited-liability partnership is to operate as a unit-

48-10  owners’ association pursuant to chapter 116 of NRS unless the

48-11  Administrator of the Real Estate Division of the Department of

48-12  Business and Industry certifies that the registered limited-liability

48-13  partnership has:

48-14     (a) Registered with the Ombudsman for Owners in Common-

48-15  Interest Communities pursuant to NRS 116.31158; and

48-16     (b) Paid to the Administrator of the Real Estate Division the

48-17  fees required pursuant to NRS 116.31155.

48-18     8.  The name of a registered limited-liability partnership whose

48-19  right to transact business has been forfeited, which has merged and

48-20  is not the surviving entity or whose existence has otherwise

48-21  terminated is available for use by any other artificial person.

48-22     [4.] 9. The Secretary of State may adopt regulations that

48-23  interpret the requirements of this section.

48-24     Sec. 81.5.  NRS 87.455 is hereby amended to read as follows:

48-25     87.455  1.  Except as otherwise provided in subsection 2, if a

48-26  registered limited-liability partnership applies to reinstate its right to

48-27  transact business but its name has been legally acquired by any other

48-28  artificial person formed, organized, registered or qualified pursuant

48-29  to the provisions of this title whose name is on file with the Office

48-30  of the Secretary of State or reserved in the Office of the Secretary of

48-31  State pursuant to the provisions of this title, the applying registered

48-32  limited-liability partnership shall submit in writing to the Secretary

48-33  of State some other name under which it desires its right to transact

48-34  business to be reinstated. If that name is distinguishable from all

48-35  other names reserved or otherwise on file, the Secretary of State

48-36  shall [issue to the applying] reinstate the registered limited-liability

48-37  partnership [a certificate of reinstatement] under that new name.

48-38     2.  If the applying registered limited-liability partnership

48-39  submits the written, acknowledged consent of the artificial person

48-40  having the name, or the person who has reserved the name, that is

48-41  not distinguishable from the old name of the applying registered

48-42  limited-liability partnership or a new name it has submitted, it may

48-43  be reinstated under that name.

48-44     3.  For the purposes of this section, a proposed name is not

48-45  distinguishable from a name on file or reserved name solely because

49-1  one or the other contains distinctive lettering, a distinctive mark, a

49-2  trademark or a trade name, or any combination of these.

49-3      4.  The Secretary of State may adopt regulations that interpret

49-4  the requirements of this section.

49-5      Sec. 82.  NRS 87.460 is hereby amended to read as follows:

49-6      87.460  1.  A certificate of registration of a registered limited-

49-7  liability partnership may be amended by filing with the Secretary of

49-8  State a certificate of amendment. The certificate of amendment must

49-9  set forth:

49-10     (a) The name of the registered limited-liability partnership; and

49-11     (b) [The dates on which the registered limited-liability

49-12  partnership filed its original certificate of registration and any other

49-13  certificates of amendment; and

49-14     (c)] The change to the information contained in the original

49-15  certificate of registration or any other certificates of amendment.

49-16     2.  The certificate of amendment must be:

49-17     (a) Signed by a managing partner of the registered limited-

49-18  liability partnership; and

49-19     (b) Accompanied by a fee of $150.

49-20     Sec. 83.  NRS 87.510 is hereby amended to read as follows:

49-21     87.510  1.  A registered limited-liability partnership shall, on

49-22  or before the [first] last day of the [second] first month after the

49-23  filing of its certificate of registration with the Secretary of State, and

49-24  annually thereafter on or before the last day of the month in which

49-25  the anniversary date of the filing of its certificate of registration with

49-26  the Secretary of State occurs, file with the Secretary of State, on a

49-27  form furnished by him, a list that contains:

49-28     (a) The name of the registered limited-liability partnership;

49-29     (b) The file number of the registered limited-liability

49-30  partnership, if known;

49-31     (c) The names of all of its managing partners;

49-32     (d) The [mailing or street] address, either residence or business,

49-33  of each managing partner;

49-34     (e) The name and [street] address of the resident agent of the

49-35  registered limited-liability partnership; and

49-36     (f) The signature of a managing partner of the registered limited-

49-37  liability partnership certifying that the list is true, complete and

49-38  accurate.

49-39  Each list filed pursuant to this subsection must be accompanied by a

49-40  declaration under penalty of perjury that the registered limited-

49-41  liability partnership has complied with the provisions of chapter

49-42  364A of NRS[.] and which acknowledges that pursuant to NRS

49-43  239.330 it is a category C felony to knowingly offer any false or

49-44  forged instrument for filing in the Office of the Secretary of State.

49-45     2.  Upon filing:

50-1      (a) The initial list required by subsection 1, the registered

50-2  limited-liability partnership shall pay to the Secretary of State a fee

50-3  of $165.

50-4      (b) Each annual list required by subsection 1, the registered

50-5  limited-liability partnership shall pay to the Secretary of State a fee

50-6  of $85.

50-7      3.  The Secretary of State shall, at least 60 days before the last

50-8  day for filing each annual list required by subsection 1, cause to be

50-9  mailed to the registered limited-liability partnership a notice of the

50-10  fee due pursuant to subsection 2 and a reminder to file the annual

50-11  list required by subsection 1. The failure of any registered limited-

50-12  liability partnership to receive a notice or form does not excuse it

50-13  from complying with the provisions of this section.

50-14     4.  If the list to be filed pursuant to the provisions of subsection

50-15  1 is defective, or the fee required by subsection 2 is not paid, the

50-16  Secretary of State may return the list for correction or payment.

50-17     5.  An annual list that is filed by a registered limited-liability

50-18  partnership which is not in default more than [60] 90 days before it

50-19  is due shall be deemed an amended list for the previous year and

50-20  does not satisfy the requirements of subsection 1 for the year to

50-21  which the due date is applicable.

50-22     Sec. 84.  NRS 87.520 is hereby amended to read as follows:

50-23     87.520  1.  A registered limited-liability partnership that fails

50-24  to comply with the provisions of NRS 87.510 is in default.

50-25     2.  Upon notification from the Administrator of the Real

50-26  Estate Division of the Department of Business and Industry that a

50-27  registered limited-liability partnership which is a unit-owners’

50-28  association as defined in NRS 116.110315 has failed to register

50-29  pursuant to NRS 116.31158 or failed to pay the fees pursuant to

50-30  NRS 116.31155, the Secretary of State shall deem the registered

50-31  limited-liability partnership to be in default. If, after the registered

50-32  limited-liability partnership is deemed to be in default, the

50-33  Administrator notifies the Secretary of State that the registered

50-34  limited-liability partnership has registered pursuant to NRS

50-35  116.31158 and paid the fees pursuant to NRS 116.31155, the

50-36  Secretary of State shall reinstate the registered limited-liability

50-37  partnership if the registered limited-liability partnership complies

50-38  with the requirements for reinstatement as provided in this section

50-39  and NRS 87.510 and 87.530.

50-40     3.  Any registered limited-liability partnership that is in default

50-41  pursuant to [subsection 1] this section must, in addition to the fee

50-42  required to be paid pursuant to NRS 87.510, pay a penalty of $50.

50-43     [3.  On or before the 15th day of the third month after the

50-44  month in which the fee required to be paid pursuant to NRS 87.510

50-45  is due, the]

51-1      4.  The Secretary of State shall [notify, by certified mail,]

51-2  provide written notice to the resident agent of any registered

51-3  limited-liability partnership that is in default. The written notice

51-4  [must] :

51-5      (a) Must include the amount of any payment that is due from the

51-6  registered limited-liability partnership.

51-7      (b) At the request of the resident agent, may be provided

51-8  electronically.

51-9      [4.] 5.  If a registered limited-liability partnership fails to pay

51-10  the amount that is due, the certificate of registration of the registered

51-11  limited-liability partnership shall be deemed revoked [on the first

51-12  day of the ninth month after the month in which the fee required to

51-13  be paid pursuant to NRS 87.510 was due. The] immediately after

51-14  the last day of the month in which the anniversary date of the

51-15  filing of the certificate of registration occurs, and the Secretary of

51-16  State shall notify [a] the registered limited-liability partnership, by

51-17  [certified mail, addressed] providing written notice to its resident

51-18  agent or, if the registered limited-liability partnership does not have

51-19  a resident agent, to a managing partner, that its certificate of

51-20  registration is revoked . [and] The written notice:

51-21     (a) Must include the amount of any fees and penalties incurred

51-22  that are due.

51-23     (b) At the request of the resident agent or managing partner,

51-24  may be provided electronically.

51-25     Sec. 85.  NRS 87.530 is hereby amended to read as follows:

51-26     87.530  1.  Except as otherwise provided in subsection 3, the

51-27  Secretary of State shall reinstate the certificate of registration of a

51-28  registered limited-liability partnership that is revoked pursuant to

51-29  NRS 87.520 if the registered limited-liability partnership:

51-30     (a) Files with the Secretary of State the information required by

51-31  NRS 87.510; and

51-32     (b) Pays to the Secretary of State:

51-33         (1) The fee required to be paid [by that section;] pursuant to

51-34  NRS 87.510;

51-35         (2) Any penalty required to be paid pursuant to NRS 87.520;

51-36  and

51-37         (3) A reinstatement fee of $200.

51-38     2.  [Upon reinstatement of a certificate of registration pursuant

51-39  to this section,] When the Secretary of State reinstates the

51-40  registered limited-liability partnership, he shall[:

51-41     (a) Deliver to the registered limited-liability partnership a

51-42  certificate of reinstatement authorizing it to transact business

51-43  retroactively from the date the fee required by NRS 87.510 was due;

51-44  and

52-1      (b) Upon request,]issue to the registered limited-liability

52-2  partnership [one or more certified copies of the] a certificate of

52-3  reinstatement [.] if the registered limited-liability partnership:

52-4      (a) Requests a certificate of reinstatement; and

52-5      (b) Pays the required fees pursuant to NRS 87.550.

52-6      3.  The Secretary of State shall not reinstate the certificate of

52-7  registration of a registered limited-liability partnership if the

52-8  certificate was revoked pursuant to NRS 87.520 at least 5 years

52-9  before the date of the proposed reinstatement.

52-10     Sec. 86.  NRS 87.547 is hereby amended to read as follows:

52-11     87.547  1.  A registered limited-liability partnership may

52-12  correct a document filed by the Secretary of State with respect to the

52-13  registered limited-liability partnership if the document contains an

52-14  inaccurate record of a partnership action described in the document

52-15  or was defectively executed, attested, sealed, verified or

52-16  acknowledged.

52-17     2.  To correct a document, the registered limited-liability

52-18  partnership must:

52-19     (a) Prepare a certificate of correction that:

52-20         (1) States the name of the registered limited-liability

52-21  partnership;

52-22         (2) Describes the document, including, without limitation, its

52-23  filing date;

52-24         (3) Specifies the inaccuracy or defect;

52-25         (4) Sets forth the inaccurate or defective portion of the

52-26  document in an accurate or corrected form; and

52-27         (5) Is signed by a managing partner of the registered limited-

52-28  liability partnership.

52-29     (b) Deliver the certificate to the Secretary of State for filing.

52-30     (c) Pay a filing fee of $150 to the Secretary of State.

52-31     3.  A certificate of correction is effective on the effective date

52-32  of the document it corrects except as to persons relying on the

52-33  uncorrected document and adversely affected by the correction. As

52-34  to those persons, the certificate is effective when filed.

52-35     Sec. 87.  Chapter 88 of NRS is hereby amended by adding

52-36  thereto the provisions set forth as sections 88 to 95, inclusive, of this

52-37  act.

52-38     Sec. 88.  1.  Each document filed with the Secretary of State

52-39  pursuant to this chapter must be on or accompanied by a form

52-40  prescribed by the Secretary of State.

52-41     2.  The Secretary of State may refuse to file a document which

52-42  does not comply with subsection 1 or which does not contain all of

52-43  the information required by statute for filing the document.

53-1      3.  If the provisions of the form prescribed by the Secretary of

53-2  State conflict with the provisions of any document that is filed with

53-3  the form:

53-4      (a) The Secretary of State may determine whether to file or

53-5  reject the document based on the information on the prescribed

53-6  form; and

53-7      (b) Unless otherwise provided in the document, the provisions

53-8  of the document control in any other situation.

53-9      4.  The Secretary of State may by regulation provide for the

53-10  electronic filing of documents with the Office of the Secretary of

53-11  State.

53-12     Sec. 89.  1.  Each foreign limited partnership doing business

53-13  in this state shall, on or before the last day of the month after the

53-14  filing of its application for registration as a foreign limited

53-15  partnership with the Secretary of State, and annually thereafter on

53-16  or before the last day of the month in which the anniversary date

53-17  of its qualification to do business in this state occurs in each year,

53-18  file with the Secretary of State a list, on a form furnished by him,

53-19  that contains:

53-20     (a) The name of the foreign limited partnership;

53-21     (b) The file number of the foreign limited partnership, if

53-22  known;

53-23     (c) The names of all its general partners;

53-24     (d) The address, either residence or business, of each general

53-25  partner;

53-26     (e) The name and address of its resident agent in this state;

53-27  and

53-28     (f) The signature of a general partner of the foreign limited

53-29  partnership certifying that the list is true, complete and accurate.

53-30     2.  Each list filed pursuant to this section must be

53-31  accompanied by a declaration under penalty of perjury that the

53-32  foreign limited partnership:

53-33     (a) Has complied with the provisions of chapter 364A of NRS;

53-34  and

53-35     (b) Acknowledges that pursuant to NRS 239.330 it is a

53-36  category C felony to knowingly offer any false or forged

53-37  instrument for filing in the Office of the Secretary of State.

53-38     3.  Upon filing:

53-39     (a) The initial list required by this section, the foreign limited

53-40  partnership shall pay to the Secretary of State a fee of $165.

53-41     (b) Each annual list required by this section, the foreign

53-42  limited partnership shall pay to the Secretary of State a fee of $85.

53-43     4.  The Secretary of State shall, 60 days before the last day for

53-44  filing each annual list required by subsection 1, cause to be mailed

53-45  to each foreign limited partnership which is required to comply

54-1  with the provisions of sections 89 to 95, inclusive, of this act, and

54-2  which has not become delinquent, the blank forms to be completed

54-3  and filed with him. Failure of any foreign limited partnership to

54-4  receive the forms does not excuse it from the penalty imposed by

54-5  the provisions of sections 89 to 95, inclusive, of this act.

54-6      5.  An annual list for a foreign limited partnership not in

54-7  default which is received by the Secretary of State more than 90

54-8  days before its due date must be deemed an amended list for the

54-9  previous year and does not satisfy the requirements of subsection 1

54-10  for the year to which the due date is applicable.

54-11     Sec. 90.  If a foreign limited partnership has filed the initial

54-12  or annual list in compliance with section 89 of this act and has

54-13  paid the appropriate fee for the filing, the cancelled check or other

54-14  proof of payment received by the foreign limited partnership

54-15  constitutes a certificate authorizing it to transact its business

54-16  within this state until the last day of the month in which the

54-17  anniversary of its qualification to transact business occurs in the

54-18  next succeeding calendar year.

54-19     Sec. 91.  1.  Each list required to be filed under the

54-20  provisions of sections 89 to 95, inclusive, of this act must, after

54-21  the name of each managing partner listed thereon, set forth the

54-22  address, either residence or business, of each managing partner.

54-23     2.  If the addresses are not stated for each person on any list

54-24  offered for filing, the Secretary of State may refuse to file the list,

54-25  and the foreign limited partnership for which the list has been

54-26  offered for filing is subject to all the provisions of sections 89 to

54-27  95, inclusive, of this act relating to failure to file the list within or

54-28  at the times therein specified, unless a list is subsequently

54-29  submitted for filing which conforms to the provisions of this

54-30  section.

54-31     Sec. 92.  1.  Each foreign limited partnership required to

54-32  make a filing and pay the fee prescribed in sections 89 to 95,

54-33  inclusive, of this act which refuses or neglects to do so within the

54-34  time provided is in default.

54-35     2.  For default there must be added to the amount of the fee a

54-36  penalty of $50, and unless the filing is made and the fee and

54-37  penalty are paid on or before the last day of the month in which

54-38  the anniversary date of the foreign limited partnership occurs, the

54-39  defaulting foreign limited partnership by reason of its default

54-40  forfeits its right to transact any business within this state. The fee

54-41  and penalty must be collected as provided in this chapter.

54-42     Sec. 93.  1.  The Secretary of State shall notify, by providing

54-43  written notice to its resident agent, each foreign limited

54-44  partnership deemed in default pursuant to section 92 of this act.

54-45  The written notice:

55-1      (a) Must include a statement indicating the amount of the

55-2  filing fee, penalties incurred and costs remaining unpaid.

55-3      (b) At the request of the resident agent, may be provided

55-4  electronically.

55-5      2.  Immediately after the last day of the month in which the

55-6  anniversary date of the filing of the certificate of limited

55-7  partnership occurs, the Secretary of State shall compile a complete

55-8  list containing the names of all foreign limited partnerships whose

55-9  right to transact business has been forfeited.

55-10     3.  The Secretary of State shall notify, by providing written

55-11  notice to its resident agent, each foreign limited partnership

55-12  specified in subsection 2 of the forfeiture of its right to transact

55-13  business. The written notice:

55-14     (a) Must include a statement indicating the amount of the

55-15  filing fee, penalties incurred and costs remaining unpaid.

55-16     (b) At the request of the resident agent, may be provided

55-17  electronically.

55-18     Sec. 94.  1.  Except as otherwise provided in subsections 3

55-19  and 4, the Secretary of State shall reinstate a foreign limited

55-20  partnership which has forfeited or which forfeits its right to

55-21  transact business under the provisions of this chapter and shall

55-22  restore to the foreign limited partnership its right to transact

55-23  business in this state, and to exercise its privileges and immunities,

55-24  if it:

55-25     (a) Files with the Secretary of State a list as provided in

55-26  sections 89 and 91 of this act; and

55-27     (b) Pays to the Secretary of State:

55-28         (1) The filing fee and penalty set forth in sections 89 and 92

55-29  of this act for each year or portion thereof that its right to transact

55-30  business was forfeited; and

55-31         (2) A fee of $200 for reinstatement.

55-32     2.  When the Secretary of State reinstates the foreign limited

55-33  partnership, he shall issue to the foreign limited partnership a

55-34  certificate of reinstatement if the foreign limited partnership:

55-35     (a) Requests a certificate of reinstatement; and

55-36     (b) Pays the required fees pursuant to NRS 88.415.

55-37     3.  The Secretary of State shall not order a reinstatement

55-38  unless all delinquent fees and penalties have been paid and the

55-39  revocation of the right to transact business occurred only by

55-40  reason of failure to pay the fees and penalties.

55-41     4.  If the right of a foreign limited partnership to transact

55-42  business in this state has been forfeited pursuant to the provisions

55-43  of section 93 of this act and has remained forfeited for a period of

55-44  5 consecutive years, the right is not subject to reinstatement.

56-1      Sec. 95.  1.  Except as otherwise provided in subsection 2, if

56-2  a foreign limited partnership applies to reinstate its certificate of

56-3  registration and its name has been legally reserved or acquired by

56-4  another artificial person formed, organized, registered or qualified

56-5  pursuant to the provisions of this title whose name is on file with

56-6  the Office of the Secretary of State or reserved in the Office of the

56-7  Secretary of State pursuant to the provisions of this title, the

56-8  foreign limited partnership must in its application for

56-9  reinstatement submit in writing to the Secretary of State some

56-10  other name under which it desires its existence to be reinstated. If

56-11  that name is distinguishable from all other names reserved or

56-12  otherwise on file, the Secretary of State shall reinstate the foreign

56-13  limited partnership under that new name.

56-14     2.  If the applying foreign limited partnership submits the

56-15  written, acknowledged consent of the artificial person having a

56-16  name, or the person who has reserved a name, which is not

56-17  distinguishable from the old name of the applying foreign limited

56-18  partnership or a new name it has submitted, it may be reinstated

56-19  under that name.

56-20     3.  For the purposes of this section, a proposed name is not

56-21  distinguishable from a name on file or reserved solely because one

56-22  or the other contains distinctive lettering, a distinctive mark, a

56-23  trademark or a trade name, or any combination thereof.

56-24     4.  The Secretary of State may adopt regulations that interpret

56-25  the requirements of this section.

56-26     Sec. 96.  NRS 88.320 is hereby amended to read as follows:

56-27     88.320  1.  The name proposed for a limited partnership as set

56-28  forth in its certificate of limited partnership:

56-29     (a) Must contain the words “Limited Partnership,” or the

56-30  abbreviation “LP” or “L.P.”

56-31     (b) May not contain the name of a limited partner unless:

56-32         (1) It is also the name of a general partner or the corporate

56-33  name of a corporate general partner; or

56-34         (2) The business of the limited partnership had been carried

56-35  on under that name before the admission of that limited partner; and

56-36     (c) Must be distinguishable on the records of the Secretary of

56-37  State from the names of all other artificial persons formed,

56-38  organized, registered or qualified pursuant to the provisions of this

56-39  title that are on file in the Office of the Secretary of State and all

56-40  names that are reserved in the Office of the Secretary of State

56-41  pursuant to the provisions of this title. If the name on the certificate

56-42  of limited partnership submitted to the Secretary of State is not

56-43  distinguishable from any name on file or reserved name, the

56-44  Secretary of State shall return the certificate to the filer, unless

56-45  the written, acknowledged consent to the use of the same or the

57-1  requested similar name of the holder of the name on file or reserved

57-2  name accompanies the certificate of limited partnership.

57-3      2.  For the purposes of this section, a proposed name is not

57-4  distinguished from a name on file or reserved name solely because

57-5  one or the other contains distinctive lettering, a distinctive mark, a

57-6  trademark or a trade name, or any combination [of these.] thereof.

57-7      3.  The Secretary of State shall not accept for filing any

57-8  certificate of limited partnership for any limited partnership

57-9  formed or existing pursuant to the laws of this state which

57-10  provides that the name of the limited partnership contains the

57-11  words “accountant,” “accounting,” “accountancy,” “auditor” or

57-12  “auditing” unless the Nevada State Board of Accountancy

57-13  certifies that the limited partnership:

57-14     (a) Is registered pursuant to the provisions of chapter 628 of

57-15  NRS; or

57-16     (b) Has filed with the Nevada State Board of Accountancy

57-17  under penalty of perjury a written statement that the limited

57-18  partnership is not engaged in the practice of accounting and is not

57-19  offering to practice accounting in this state.

57-20     4.  The Secretary of State shall not accept for filing any

57-21  certificate of limited partnership for any limited partnership

57-22  formed or existing pursuant to the laws of this state which

57-23  provides that the name of the limited partnership contains the

57-24  word “bank” or “trust” unless:

57-25     (a) It appears from the certificate of limited partnership that

57-26  the limited partnership proposes to carry on business as a banking

57-27  or trust company, exclusively or in connection with its business as

57-28  a bank, savings and loan association or thrift company; and

57-29     (b) The certificate of limited partnership is first approved by

57-30  the Commissioner of Financial Institutions.

57-31     5.  The Secretary of State shall not accept for filing any

57-32  certificate of limited partnership for any limited partnership

57-33  formed or existing pursuant to the provisions of this chapter if it

57-34  appears from the certificate of limited partnership that the

57-35  business to be carried on by the limited partnership is subject to

57-36  supervision by the Commissioner of Insurance or by the

57-37  Commissioner of Financial Institutions, unless the certificate of

57-38  limited partnership is approved by the Commissioner who will

57-39  supervise the business of the limited partnership.

57-40     6.  Except as otherwise provided in subsection 5, the Secretary

57-41  of State shall not accept for filing any certificate of limited

57-42  partnership for any limited partnership formed or existing

57-43  pursuant to the laws of this state which provides that the name of

57-44  the limited partnership contains the words “engineer,”

58-1  “engineered,” “engineering,” “professional engineer,” “registered

58-2  engineer” or “licensed engineer” unless:

58-3      (a) The State Board of Professional Engineers and Land

58-4  Surveyors certifies that the principals of the limited partnership

58-5  are licensed to practice engineering pursuant to the laws of this

58-6  state; or

58-7      (b) The State Board of Professional Engineers and Land

58-8  Surveyors certifies that the limited partnership is exempt from the

58-9  prohibitions of NRS 625.520.

58-10     7.  The Secretary of State shall not accept for filing any

58-11  certificate of limited partnership for any limited partnership

58-12  formed or existing pursuant to the laws of this state which

58-13  provides that the name of the limited partnership contains the

58-14  words “unit-owners’ association” or “homeowners’ association”

58-15  or if it appears in the certificate of limited partnership that the

58-16  purpose of the limited partnership is to operate as a unit-owners’

58-17  association pursuant to chapter 116 of NRS unless the

58-18  Administrator of the Real Estate Division of the Department of

58-19  Business and Industry certifies that the limited partnership has:

58-20     (a) Registered with the Ombudsman for Owners in Common-

58-21  Interest Communities pursuant to NRS 116.31158; and

58-22     (b) Paid to the Administrator of the Real Estate Division the

58-23  fees required pursuant to NRS 116.31155.

58-24     8.  The name of a limited partnership whose right to transact

58-25  business has been forfeited, which has merged and is not the

58-26  surviving entity or whose existence has otherwise terminated is

58-27  available for use by any other artificial person.

58-28     [4.] 9. The Secretary of State may adopt regulations that

58-29  interpret the requirements of this section.

58-30     Sec. 97.  NRS 88.327 is hereby amended to read as follows:

58-31     88.327  1.  Except as otherwise provided in subsection 2, if a

58-32  limited partnership applies to reinstate its right to transact business

58-33  but its name has been legally reserved or acquired by any other

58-34  artificial person formed, organized, registered or qualified pursuant

58-35  to the provisions of this title whose name is on file with the Office

58-36  of the Secretary of State or reserved in the Office of the Secretary of

58-37  State pursuant to the provisions of this title, the applying limited

58-38  partnership shall submit in writing to the Secretary of State some

58-39  other name under which it desires its right to be reinstated. If that

58-40  name is distinguishable from all other names reserved or otherwise

58-41  on file, the Secretary of State shall [issue to the applying] reinstate

58-42  the limited partnership [a certificate of reinstatement] under that

58-43  new name.

58-44     2.  If the applying limited partnership submits the written,

58-45  acknowledged consent of the other artificial person having the

59-1  name, or the person who has reserved the name, that is not

59-2  distinguishable from the old name of the applying limited

59-3  partnership or a new name it has submitted, it may be reinstated

59-4  under that name.

59-5      3.  For the purposes of this section, a proposed name is not

59-6  distinguishable from a name on file or reserved name solely because

59-7  one or the other contains distinctive lettering, a distinctive mark, a

59-8  trademark or a trade name, or any combination [of these.] thereof.

59-9      4.  The Secretary of State may adopt regulations that interpret

59-10  the requirements of this section.

59-11     Sec. 98.  NRS 88.340 is hereby amended to read as follows:

59-12     88.340  The Secretary of State may microfilm or image any

59-13  document which is filed in his office by or relating to a limited

59-14  partnership pursuant to this chapter and may return the original

59-15  document to the filer.

59-16     Sec. 99.  NRS 88.360 is hereby amended to read as follows:

59-17     88.360  A certificate of limited partnership must be cancelled

59-18  upon the dissolution and the commencement of winding up of the

59-19  partnership or at any other time there are no limited partners. A

59-20  certificate of cancellation must be filed in the Office of the Secretary

59-21  of State and set forth:

59-22     1.  The name of the limited partnership;

59-23     2.  [The date of filing of its certificate of limited partnership;

59-24     3.] The reason for filing the certificate of cancellation;

59-25     [4.] 3. The effective date, which must be a date certain, of

59-26  cancellation if it is not to be effective upon the filing of the

59-27  certificate; and

59-28     [5.] 4. Any other information the general partners filing the

59-29  certificate determine.

59-30     Sec. 100.  NRS 88.395 is hereby amended to read as follows:

59-31     88.395  1.  A limited partnership shall, on or before the [first]

59-32  last day of the [second] first month after the filing of its certificate

59-33  of limited partnership with the Secretary of State, and annually

59-34  thereafter on or before the last day of the month in which the

59-35  anniversary date of the filing of its certificate of limited partnership

59-36  occurs, file with the Secretary of State, on a form furnished by him,

59-37  a list that contains:

59-38     (a) The name of the limited partnership;

59-39     (b) The file number of the limited partnership, if known;

59-40     (c) The names of all of its general partners;

59-41     (d) The [mailing or street] address, either residence or business,

59-42  of each general partner;

59-43     (e) The name and [street] address of the resident agent of the

59-44  limited partnership; and

60-1      (f) The signature of a general partner of the limited partnership

60-2  certifying that the list is true, complete and accurate.

60-3  Each list filed pursuant to this subsection must be accompanied by a

60-4  declaration under penalty of perjury that the limited partnership has

60-5  complied with the provisions of chapter 364A of NRS[.] and which

60-6  acknowledges that pursuant to NRS 239.330 it is a category C

60-7  felony to knowingly offer any false or forged instrument for filing

60-8  in the Office of the Secretary of State.

60-9      2.  Upon filing:

60-10     (a) The initial list required by subsection 1, the limited

60-11  partnership shall pay to the Secretary of State a fee of $165.

60-12     (b) Each annual list required by subsection 1, the limited

60-13  partnership shall pay to the Secretary of State a fee of $85.

60-14     3.  The Secretary of State shall, 60 days before the last day for

60-15  filing each annual list required by subsection 1, cause to be mailed

60-16  to each limited partnership which is required to comply with the

60-17  provisions of this section , and which has not become delinquent , a

60-18  notice of the fee due pursuant to the provisions of subsection 2 and a

60-19  reminder to file the annual list. Failure of any limited partnership to

60-20  receive a notice or form does not excuse it from the penalty imposed

60-21  by NRS 88.400.

60-22     4.  If the list to be filed pursuant to the provisions of subsection

60-23  1 is defective or the fee required by subsection 2 is not paid, the

60-24  Secretary of State may return the list for correction or payment.

60-25     5.  An annual list for a limited partnership not in default that is

60-26  received by the Secretary of State more than [60] 90 days before its

60-27  due date shall be deemed an amended list for the previous year and

60-28  does not satisfy the requirements of subsection 1 for the year to

60-29  which the due date is applicable.

60-30     6.  A filing made pursuant to this section does not satisfy the

60-31  provisions of NRS 88.355 and may not be substituted for filings

60-32  submitted pursuant to NRS 88.355.

60-33     Sec. 101.  NRS 88.400 is hereby amended to read as follows:

60-34     88.400  1.  If a limited partnership has filed the list in

60-35  compliance with NRS 88.395 and has paid the appropriate fee for

60-36  the filing, the cancelled check or other proof of payment received

60-37  by the limited partnership constitutes a certificate authorizing it to

60-38  transact its business within this state until the anniversary date of the

60-39  filing of its certificate of limited partnership in the next succeeding

60-40  calendar year. [If the limited partnership desires a formal certificate

60-41  upon its payment of the annual fee, its payment must be

60-42  accompanied by a self-addressed, stamped envelope.]

60-43     2.  Each limited partnership which refuses or neglects to file the

60-44  list and pay the fee within the time provided is in default.

61-1      3.  Upon notification from the Administrator of the Real

61-2  Estate Division of the Department of Business and Industry that a

61-3  limited partnership which is a unit-owners’ association as defined

61-4  in NRS 116.110315 has failed to register pursuant to NRS

61-5  116.31158 or failed to pay the fees pursuant to NRS 116.31155,

61-6  the Secretary of State shall deem the limited partnership to be in

61-7  default. If, after the limited partnership is deemed to be in default,

61-8  the Administrator notifies the Secretary of State that the limited

61-9  partnership has registered pursuant to NRS 116.31158 and paid

61-10  the fees pursuant to NRS 116.31155, the Secretary of State shall

61-11  reinstate the limited partnership if the limited partnership

61-12  complies with the requirements for reinstatement as provided in

61-13  this section and NRS 88.350 to 88.415, inclusive.

61-14     4.  For default there must be added to the amount of the fee a

61-15  penalty of $50, and unless the filings are made and the fee and

61-16  penalty are paid on or before the first day of the first anniversary of

61-17  the month following the month in which filing was required, the

61-18  defaulting limited partnership, by reason of its default, forfeits its

61-19  right to transact any business within this state.

61-20     Sec. 102.  NRS 88.405 is hereby amended to read as follows:

61-21     88.405  1.  The Secretary of State shall notify, by [letter

61-22  addressed] providing written notice to its resident agent, each

61-23  defaulting limited partnership. The written notice [must be

61-24  accompanied by] :

61-25     (a) Must include a statement indicating the amount of the filing

61-26  fee, penalties incurred and costs remaining unpaid.

61-27     (b) At the request of the resident agent, may be provided

61-28  electronically.

61-29     2.  Immediately after the first day of the first anniversary of the

61-30  month following the month in which filing was required, the

61-31  certificate of the limited partnership is revoked.

61-32     3.  The Secretary of State shall compile a complete list

61-33  containing the names of all limited partnerships whose right to [do]

61-34  transact business has been forfeited.

61-35     4.  The Secretary of State shall notify, by [letter addressed]

61-36  providing written notice to its resident agent, each limited

61-37  partnership specified in subsection 3 of the revocation of its

61-38  certificate. The written notice [must be accompanied by] :

61-39     (a) Must include a statement indicating the amount of the filing

61-40  fee, penalties incurred and costs remaining unpaid.

61-41     [3.] (b) At the request of the resident agent, may be provided

61-42  electronically.

61-43     5. In case of revocation of the certificate and of the forfeiture

61-44  of the right to transact business thereunder, all the property and

61-45  assets of the defaulting domestic limited partnership are held in trust

62-1  by the general partners, and the same proceedings may be had with

62-2  respect thereto as for the judicial dissolution of a limited

62-3  partnership. Any person interested may institute proceedings at any

62-4  time after a forfeiture has been declared, but if the Secretary of State

62-5  reinstates the limited partnership , the proceedings must at once be

62-6  dismissed and all property restored to the general partners.

62-7      Sec. 103.  NRS 88.410 is hereby amended to read as follows:

62-8      88.410  1.  Except as otherwise provided in subsections 3 and

62-9  4, the Secretary of State may:

62-10     (a) Reinstate any limited partnership which has forfeited or

62-11  which forfeits its right to transact business; and

62-12     (b) Restore to the limited partnership its right to carry on

62-13  business in this state, and to exercise its privileges and

62-14  immunities,

62-15  upon the filing with the Secretary of State of the list required

62-16  pursuant to NRS 88.395, and upon payment to the Secretary of State

62-17  of the filing fee and penalty set forth in NRS 88.395 and 88.400 for

62-18  each year or portion thereof during which the certificate has been

62-19  revoked, and a fee of $200 for reinstatement.

62-20     2.  When [payment is made and] the Secretary of State

62-21  reinstates the limited partnership , [to its former rights,] he shall [:

62-22     (a) Immediately issue and deliver to the limited partnership a

62-23  certificate of reinstatement authorizing it to transact business as if

62-24  the filing fee had been paid when due; and

62-25     (b) Upon demand,] issue to the limited partnership [one or more

62-26  certified copies of the] a certificate of reinstatement [.] if the limited

62-27  partnership:

62-28     (a) Requests a certificate of reinstatement; and

62-29     (b) Pays the required fees pursuant to NRS 88.415.

62-30     3.  The Secretary of State shall not order a reinstatement unless

62-31  all delinquent fees and penalties have been paid, and the revocation

62-32  occurred only by reason of failure to pay the fees and penalties.

62-33     4.  If a limited partnership’s certificate has been revoked

62-34  pursuant to the provisions of this chapter and has remained revoked

62-35  for a period of 5 years, the certificate must not be reinstated.

62-36     Sec. 104.  NRS 88.595 is hereby amended to read as follows:

62-37     88.595  A foreign limited partnership may cancel its

62-38  registration by filing with the Secretary of State a certificate of

62-39  cancellation signed by a general partner. The certificate must set

62-40  forth:

62-41     1.  The name of the foreign limited partnership;

62-42     2.  [The date upon which its certificate of registration was filed;

62-43     3.] The reason for filing the certificate of cancellation;

62-44     [4.] 3. The effective date of the cancellation if other than the

62-45  date of the filing of the certificate of cancellation; and

63-1      [5.] 4. Any other information deemed necessary by the general

63-2  partners of the partnership.

63-3  A cancellation does not terminate the authority of the Secretary of

63-4  State to accept service of process on the foreign limited partnership

63-5  with respect to causes of action arising out of the transactions of

63-6  business in this state.

63-7      Sec. 105.  Chapter 88A of NRS is hereby amended by adding

63-8  thereto the provisions set forth as sections 106 to 114, inclusive, of

63-9  this act.

63-10     Sec. 106.  1.  Each document filed with the Secretary of

63-11  State pursuant to this chapter must be on or accompanied by a

63-12  form prescribed by the Secretary of State.

63-13     2.  The Secretary of State may refuse to file a document which

63-14  does not comply with subsection 1 or which does not contain all of

63-15  the information required by statute for filing the document.

63-16     3.  If the provisions of the form prescribed by the Secretary of

63-17  State conflict with the provisions of any document that is filed with

63-18  the form:

63-19     (a) The Secretary of State may determine whether to file or

63-20  reject the document based on the information on the prescribed

63-21  form; and

63-22     (b) Unless otherwise provided in the document, the provisions

63-23  of the document control in any other situation.

63-24     4.  The Secretary of State may by regulation provide for the

63-25  electronic filing of documents with the Office of the Secretary of

63-26  State.

63-27     Sec. 107.  1.  Each foreign business trust doing business in

63-28  this state shall, on or before the last day of the month after the

63-29  filing of its application for registration as a foreign business trust

63-30  with the Secretary of State, and annually thereafter on or before

63-31  the last day of the month in which the anniversary date of its

63-32  qualification to do business in this state occurs in each year, file

63-33  with the Secretary of State a list, on a form furnished by him, that

63-34  contains:

63-35     (a) The name of the foreign business trust;

63-36     (b) The file number of the foreign business trust, if known;

63-37     (c) The name of at least one of its trustees;

63-38     (d) The address, either residence or business, of the trustee

63-39  listed pursuant to paragraph (c);

63-40     (e) The name and address of its resident agent in this state;

63-41  and

63-42     (f) The signature of a trustee of the foreign business trust

63-43  certifying that the list is true, complete and accurate.

64-1      2.  Each list required to be filed pursuant to this section must

64-2  be accompanied by a declaration under penalty of perjury that the

64-3  foreign business trust:

64-4      (a) Has complied with the provisions of chapter 364A of NRS;

64-5  and

64-6      (b) Acknowledges that pursuant to NRS 239.330 it is a

64-7  category C felony to knowingly offer any false or forged

64-8  instrument for filing in the Office of the Secretary of State.

64-9      3.  Upon filing:

64-10     (a) The initial list required by this section, the foreign business

64-11  trust shall pay to the Secretary of State a fee of $165.

64-12     (b) Each annual list required by this section, the foreign

64-13  business trust shall pay to the Secretary of State a fee of $85.

64-14     4.  The Secretary of State shall, 60 days before the last day for

64-15  filing each annual list required by subsection 1, cause to be mailed

64-16  to each foreign business trust which is required to comply with the

64-17  provisions of sections 107 to 113, inclusive, of this act, and which

64-18  has not become delinquent, the blank forms to be completed and

64-19  filed with him. Failure of any foreign business trust to receive the

64-20  forms does not excuse it from the penalty imposed by the

64-21  provisions of sections 107 to 113, inclusive, of this act.

64-22     5.  An annual list for a foreign business trust not in default

64-23  which is received by the Secretary of State more than 90 days

64-24  before its due date must be deemed an amended list for the

64-25  previous year and does not satisfy the requirements of subsection 1

64-26  for the year to which the due date is applicable.

64-27     Sec. 108.  If a foreign business trust has filed the initial or

64-28  annual list in compliance with section 107 of this act and has paid

64-29  the appropriate fee for the filing, the cancelled check or other

64-30  proof of payment received by the foreign business trust constitutes

64-31  a certificate authorizing it to transact its business within this state

64-32  until the last day of the month in which the anniversary of its

64-33  qualification to transact business occurs in the next succeeding

64-34  calendar year.

64-35     Sec. 109.  1.  Each list required to be filed under the

64-36  provisions of sections 107 to 113, inclusive, of this act must, after

64-37  the name of each trustee listed thereon, set forth the address,

64-38  either residence or business, of each trustee.

64-39     2.  If the addresses are not stated for each person on any list

64-40  offered for filing, the Secretary of State may refuse to file the list,

64-41  and the foreign business trust for which the list has been offered

64-42  for filing is subject to all the provisions of sections 107 to 113,

64-43  inclusive, of this act relating to failure to file the list within or at

64-44  the times therein specified, unless a list is subsequently submitted

64-45  for filing which conforms to the provisions of this section.

65-1      Sec. 110.  1.  Each foreign business trust required to make a

65-2  filing and pay the fee prescribed in sections 107 to 113, inclusive,

65-3  of this act which refuses or neglects to do so within the time

65-4  provided is in default.

65-5      2.  For default there must be added to the amount of the fee a

65-6  penalty of $50, and unless the filing is made and the fee and

65-7  penalty are paid on or before the last day of the month in which

65-8  the anniversary date of the foreign business trust occurs, the

65-9  defaulting foreign business trust by reason of its default forfeits its

65-10  right to transact any business within this state. The fee and penalty

65-11  must be collected as provided in this chapter.

65-12     Sec. 111.  1.  The Secretary of State shall notify, by

65-13  providing written notice to its resident agent, each foreign

65-14  business trust deemed in default pursuant to section 110 of this

65-15  act. The written notice:

65-16     (a) Must include a statement indicating the amount of the

65-17  filing fee, penalties incurred and costs remaining unpaid.

65-18     (b) At the request of the resident agent, may be provided

65-19  electronically.

65-20     2.  Immediately after the last day of the month in which the

65-21  anniversary date of the filing of the certificate of trust occurs,

65-22  the Secretary of State shall compile a complete list containing the

65-23  names of all foreign business trusts whose right to transact

65-24  business has been forfeited.

65-25     3.  The Secretary of State shall notify, by providing written

65-26  notice to its resident agent, each foreign business trust specified in

65-27  subsection 2 of the forfeiture of its right to transact business. The

65-28  written notice:

65-29     (a) Must include a statement indicating the amount of the

65-30  filing fee, penalties incurred and costs remaining unpaid.

65-31     (b) At the request of the resident agent, may be provided

65-32  electronically.

65-33     Sec. 112.  1.  Except as otherwise provided in subsections 3

65-34  and 4, the Secretary of State shall reinstate a foreign business

65-35  trust which has forfeited or which forfeits its right to transact

65-36  business under the provisions of this chapter and shall restore to

65-37  the foreign business trust its right to transact business in this state,

65-38  and to exercise its privileges and immunities, if it:

65-39     (a) Files with the Secretary of State a list as provided in

65-40  sections 107 and 109 of this act; and

65-41     (b) Pays to the Secretary of State:

65-42         (1) The filing fee and penalty set forth in sections 107 and

65-43  110 of this act for each year or portion thereof that its right to

65-44  transact business was forfeited; and

65-45         (2) A fee of $200 for reinstatement.

66-1      2.  When the Secretary of State reinstates the foreign business

66-2  trust, he shall issue to the foreign business trust a certificate of

66-3  reinstatement if the foreign business trust:

66-4      (a) Requests a certificate of reinstatement; and

66-5      (b) Pays the required fees pursuant to NRS 88A.900.

66-6      3.  The Secretary of State shall not order a reinstatement

66-7  unless all delinquent fees and penalties have been paid and the

66-8  revocation of the right to transact business occurred only by

66-9  reason of failure to pay the fees and penalties.

66-10     4.  If the right of a foreign business trust to transact business

66-11  in this state has been forfeited pursuant to the provisions of

66-12  section 111 of this act and has remained forfeited for a period of 5

66-13  consecutive years, the right to transact business must not be

66-14  reinstated.

66-15     Sec. 113.  1.  Except as otherwise provided in subsection 2, if

66-16  a foreign business trust applies to reinstate its certificate of trust

66-17  and its name has been legally reserved or acquired by another

66-18  artificial person formed, organized, registered or qualified

66-19  pursuant to the provisions of this title whose name is on file with

66-20  the Office of the Secretary of State or reserved in the Office of the

66-21  Secretary of State pursuant to the provisions of this title, the

66-22  foreign business trust must submit in writing in its application for

66-23  reinstatement to the Secretary of State some other name under

66-24  which it desires its existence to be reinstated. If that name is

66-25  distinguishable from all other names reserved or otherwise on file,

66-26  the Secretary of State shall reinstate the foreign business trust

66-27  under that new name.

66-28     2.  If the applying foreign business trust submits the written,

66-29  acknowledged consent of the artificial person having a name, or

66-30  the person who has reserved a name, which is not distinguishable

66-31  from the old name of the applying foreign business trust or a new

66-32  name it has submitted, it may be reinstated under that name.

66-33     3.  For the purposes of this section, a proposed name is not

66-34  distinguishable from a name on file or reserved solely because one

66-35  or the other contains distinctive lettering, a distinctive mark, a

66-36  trademark or a trade name, or any combination thereof.

66-37     4.  The Secretary of State may adopt regulations that interpret

66-38  the requirements of this section.

66-39     Sec. 114.  (Deleted by amendment.)

66-40     Sec. 115.  NRS 88A.220 is hereby amended to read as follows:

66-41     88A.220  1.  A certificate of trust may be amended by filing

66-42  with the Secretary of State a certificate of amendment signed by at

66-43  least one trustee. The certificate of amendment must set forth:

66-44     (a) The name of the business trust; and

66-45     (b) The amendment to the certificate of trust.

67-1      2.  A certificate of trust may be restated by integrating into a

67-2  single instrument all the provisions of the original certificate, and all

67-3  amendments to the certificate, which are then in effect or are to be

67-4  made by the restatement. The restated certificate of trust must be so

67-5  designated in its heading, must be signed by at least one trustee and

67-6  must set forth:

67-7      (a) The present name of the business trust [and, if the name has

67-8  been changed, the name under which the business trust was

67-9  originally formed;

67-10     (b) The date of filing of the original certificate of trust;

67-11     (c)] ;

67-12     (b) The provisions of the original certificate of trust, and all

67-13  amendments to the certificate, which are then in effect; and

67-14     [(d)] (c) Any further amendments to the certificate of trust.

67-15     3.  A certificate of trust may be amended or restated at any time

67-16  for any purpose determined by the trustees.

67-17     Sec. 116.  NRS 88A.420 is hereby amended to read as follows:

67-18     88A.420  A certificate of trust must be cancelled upon the

67-19  completion or winding up of the business trust and its termination.

67-20  A certificate of cancellation must be signed by a trustee, filed with

67-21  the Secretary of State, and set forth:

67-22     1.  The name of the business trust;

67-23     2.  [The date of filing of its certificate of trust;

67-24     3.] A future effective date of the certificate of cancellation, if it

67-25  is not to be effective upon filing, which may not be more than 90

67-26  days after the certificate is filed; and

67-27     [4.] 3. Any other information the trustee determines to include.

67-28     Sec. 117.  NRS 88A.600 is hereby amended to read as follows:

67-29     88A.600  1.  A business trust formed pursuant to this chapter

67-30  shall, on or before the [first] last day of the [second] first month

67-31  after the filing of its certificate of trust with the Secretary of State,

67-32  and annually thereafter on or before the last day of the month in

67-33  which the anniversary date of the filing of its certificate of trust with

67-34  the Secretary of State occurs, file with the Secretary of State, on a

67-35  form furnished by him, a list signed by at least one trustee that

67-36  contains the name and mailing address of its resident agent and at

67-37  least one trustee. Each list filed pursuant to this subsection must be

67-38  accompanied by a declaration under penalty of perjury that the

67-39  business trust [has] :

67-40     (a) Has complied with the provisions of chapter 364A of NRS

67-41  [.] ; and

67-42     (b) Acknowledges that pursuant to NRS 239.330 it is a

67-43  category C felony to knowingly offer any false or forged

67-44  instrument for filing in the Office of the Secretary of State.

67-45     2.  Upon filing:

68-1      (a) The initial list required by subsection 1, the business trust

68-2  shall pay to the Secretary of State a fee of $165.

68-3      (b) Each annual list required by subsection 1, the business trust

68-4  shall pay to the Secretary of State a fee of $85.

68-5      3.  The Secretary of State shall, 60 days before the last day for

68-6  filing each annual list required by subsection 1, cause to be mailed

68-7  to each business trust which is required to comply with the

68-8  provisions of NRS 88A.600 to 88A.660, inclusive, and which has

68-9  not become delinquent, the blank forms to be completed and filed

68-10  with him. Failure of a business trust to receive the forms does not

68-11  excuse it from the penalty imposed by law.

68-12     4.  An annual list for a business trust not in default which is

68-13  received by the Secretary of State more than [60] 90 days before its

68-14  due date shall be deemed an amended list for the previous year.

68-15     Sec. 118.  NRS 88A.610 is hereby amended to read as follows:

68-16     88A.610  When the fee for filing the annual list has been paid,

68-17  the cancelled check or other proof of payment received by the

68-18  business trust constitutes a certificate authorizing it to transact its

68-19  business within this state until the last day of the month in which the

68-20  anniversary of the filing of its certificate of trust occurs in the next

68-21  succeeding calendar year. [If the business trust desires a formal

68-22  certificate upon its payment of the annual fee, its payment must be

68-23  accompanied by a self-addressed, stamped envelope.]

68-24     Sec. 119.  NRS 88A.620 is hereby amended to read as follows:

68-25     88A.620  1.  Each list required to be filed pursuant to the

68-26  provisions of NRS 88A.600 to 88A.660, inclusive, must, after the

68-27  name of each trustee listed thereon, set forth his [post office box or

68-28  street] address, either residence or business.

68-29     2.  If the addresses are not stated on a list offered for filing, the

68-30  Secretary of State may refuse to file the list, and the business trust

68-31  for which the list has been offered for filing is subject to all the

68-32  provisions of NRS 88A.600 to 88A.660, inclusive, relating to failure

68-33  to file the list when or at the times therein specified, unless a list is

68-34  subsequently submitted for filing which conforms to the provisions

68-35  of those sections.

68-36     Sec. 120.  NRS 88A.640 is hereby amended to read as follows:

68-37     88A.640  1.  The Secretary of State shall notify, by [letter

68-38  addressed] providing written notice to its resident agent, each

68-39  business trust deemed in default pursuant to the provisions of this

68-40  chapter. The written notice [must be accompanied by] :

68-41     (a) Must include a statement indicating the amount of the filing

68-42  fee, penalties incurred and costs remaining unpaid.

68-43     (b) At the request of the resident agent, may be provided

68-44  electronically.

69-1      2.  Immediately after the first day of the first anniversary of the

69-2  month following the month in which the filing was required, the

69-3  certificate of trust of the business trust is revoked and its right to

69-4  transact business is forfeited.

69-5      3.  The Secretary of State shall compile a complete list

69-6  containing the names of all business trusts whose right to [do]

69-7  transact business has been forfeited. [He]

69-8      4.  The Secretary of State shall forthwith notify [each such

69-9  business trust, by letter addressed] , by providing written notice to

69-10  its resident agent, each business trust specified in subsection 3 of

69-11  the revocation of its certificate of trust. The written notice [must be

69-12  accompanied by] :

69-13     (a) Must include a statement indicating the amount of the filing

69-14  fee, penalties incurred and costs remaining unpaid.

69-15     (b) At the request of the resident agent, may be provided

69-16  electronically.

69-17     [4.]5. If the certificate of trust is revoked and the right to

69-18  transact business is forfeited, all the property and assets of the

69-19  defaulting business trust must be held in trust by its trustees as for

69-20  insolvent business trusts, and the same proceedings may be had with

69-21  respect thereto as are applicable to insolvent business trusts. Any

69-22  person interested may institute proceedings at any time after a

69-23  forfeiture has been declared, but if the Secretary of State reinstates

69-24  the certificate of trust, the proceedings must at once be dismissed.

69-25     Sec. 121.  NRS 88A.650 is hereby amended to read as follows:

69-26     88A.650  1.  Except as otherwise provided in [subsection 3,]

69-27  subsections 3 and 4, the Secretary of State shall reinstate a business

69-28  trust which has forfeited or which forfeits its right to transact

69-29  business pursuant to the provisions of this chapter and shall restore

69-30  to the business trust its right to carry on business in this state, and to

69-31  exercise its privileges and immunities, if it:

69-32     (a) Files with the Secretary of State the list required by NRS

69-33  88A.600; and

69-34     (b) Pays to the Secretary of State:

69-35         (1) The filing fee and penalty set forth in NRS 88A.600 and

69-36  88A.630 for each year or portion thereof during which its certificate

69-37  of trust was revoked; and

69-38         (2) A fee of $200 for reinstatement.

69-39     2.  When the Secretary of State reinstates the business trust, he

69-40  shall[:

69-41     (a) Immediately issue and deliver to the business trust a

69-42  certificate of reinstatement authorizing it to transact business as if

69-43  the filing fee had been paid when due; and

70-1      (b) Upon demand,] issue to the business trust [one or more

70-2  certified copies of the] a certificate of reinstatement[.] if the

70-3  business trust:

70-4      (a) Requests a certificate of reinstatement; and

70-5      (b) Pays the required fees pursuant to subsection

70-6  NRS 88A.900.

70-7      3.  The Secretary of State shall not order a reinstatement unless

70-8  all delinquent fees and penalties have been paid, and the revocation

70-9  of the certificate of trust occurred only by reason of the failure to

70-10  file the list or pay the fees and penalties.

70-11     4.  If a certificate of business trust has been revoked pursuant

70-12  to the provisions of this chapter and has remained revoked for a

70-13  period of 5 consecutive years, the certificate must not be

70-14  reinstated.

70-15     Sec. 121.5.  NRS 88A.660 is hereby amended to read as

70-16  follows:

70-17     88A.660  1.  Except as otherwise provided in subsection 2, if a

70-18  certificate of trust is revoked pursuant to the provisions of this

70-19  chapter and the name of the business trust has been legally reserved

70-20  or acquired by another artificial person formed, organized,

70-21  registered or qualified pursuant to the provisions of this title whose

70-22  name is on file with the Office of the Secretary of State or reserved

70-23  in the Office of the Secretary of State pursuant to the provisions of

70-24  this title, the business trust shall submit in writing to the Secretary

70-25  of State some other name under which it desires to be reinstated. If

70-26  that name is distinguishable from all other names reserved or

70-27  otherwise on file, the Secretary of State shall [issue to] reinstate the

70-28  business trust [a certificate of reinstatement] under that new name.

70-29     2.  If the defaulting business trust submits the written,

70-30  acknowledged consent of the artificial person using a name, or the

70-31  person who has reserved a name, which is not distinguishable from

70-32  the old name of the business trust or a new name it has submitted, it

70-33  may be reinstated under that name.

70-34     Sec. 122.  NRS 88A.710 is hereby amended to read as follows:

70-35     88A.710  Before transacting business in this state, a foreign

70-36  business trust shall register with the Secretary of State. In order to

70-37  register, a foreign business trust shall submit to the Secretary of

70-38  State an application for registration as a foreign business trust,

70-39  signed by a trustee, and a signed certificate of acceptance of a

70-40  resident agent. The application for registration must set forth:

70-41     1.  The name of the foreign business trust and, if different, the

70-42  name under which it proposes to register and transact business in

70-43  this state;

70-44     2.  The state and date of its formation;

71-1      3.  The name and address of the resident agent whom the

71-2  foreign business trust elects to appoint;

71-3      4.  The address of the office required to be maintained in the

71-4  state of its organization by the laws of that state or, if not so

71-5  required, of the principal office of the foreign business trust; and

71-6      5.  The name and [business] address , either residence or

71-7  business, of one trustee.

71-8      Sec. 123.  NRS 88A.740 is hereby amended to read as follows:

71-9      88A.740  A foreign business trust may cancel its registration by

71-10  filing with the Secretary of State a certificate of cancellation signed

71-11  by a trustee. The certificate must set forth:

71-12     1.  The name of the foreign business trust;

71-13     2.  [The date upon which its certificate of registration was filed;

71-14     3.] The effective date of the cancellation if other than the date

71-15  of the filing of the certificate of cancellation; and

71-16     [4.] 3. Any other information deemed necessary by the

71-17  trustee.

71-18  A cancellation does not terminate the authority of the Secretary of

71-19  State to accept service of process on the foreign business trust with

71-20  respect to causes of action arising out of the transaction of business

71-21  in this state.

71-22     Sec. 124.  Chapter 89 of NRS is hereby amended by adding

71-23  thereto a new section to read as follows:

71-24     1.  Each document filed with the Secretary of State pursuant

71-25  to this chapter must be on or accompanied by a form prescribed by

71-26  the Secretary of State.

71-27     2.  The Secretary of State may refuse to file a document which

71-28  does not comply with subsection 1 or which does not contain all of

71-29  the information required by statute for filing the document.

71-30     3.  If the provisions of the form prescribed by the Secretary of

71-31  State conflict with the provisions of any document that is filed with

71-32  the form:

71-33     (a) The Secretary of State may determine whether to file or

71-34  reject the document based on the information on the prescribed

71-35  form; and

71-36     (b) Unless otherwise provided in the document, the provisions

71-37  of the document control in any other situation.

71-38     4.  The Secretary of State may by regulation provide for the

71-39  electronic filing of documents with the Office of the Secretary of

71-40  State.

71-41     Sec. 125.  NRS 89.040 is hereby amended to read as follows:

71-42     89.040  1.  One or more persons may organize a professional

71-43  corporation in the manner provided for organizing a private

71-44  corporation pursuant to chapter 78 of NRS. Each person organizing

71-45  the corporation must, except as otherwise provided in subsection 2

72-1  of NRS 89.050, be authorized to perform the professional service

72-2  for which the corporation is organized. The articles of incorporation

72-3  must contain the following additional information:

72-4      (a) The profession to be practiced by means of the professional

72-5  corporation.

72-6      (b) The names and [post office boxes or street] addresses, either

72-7  residence or business, of the original stockholders and directors of

72-8  the professional corporation.

72-9      (c) Except as otherwise provided in paragraph (d) of this

72-10  subsection, a certificate from the regulating board of the profession

72-11  to be practiced showing that each of the directors, and each of the

72-12  stockholders who is a natural person, is licensed to practice the

72-13  profession.

72-14     (d) For a professional corporation organized pursuant to this

72-15  chapter and practicing pursuant to the provisions of NRS 623.349, a

72-16  certificate from the regulating board or boards of the profession or

72-17  professions to be practiced showing that control and two-thirds

72-18  ownership of the corporation is held by persons registered or

72-19  licensed pursuant to the applicable provisions of chapter 623, 623A

72-20  or 625 of NRS. As used in this paragraph, “control” has the meaning

72-21  ascribed to it in NRS 623.349.

72-22     2.  The corporate name of a professional corporation must

72-23  contain the words “Professional Corporation” or the abbreviation

72-24  “Prof. Corp.,” “P.C.” or “PC,” or the word “Chartered” or the

72-25  abbreviation “Chtd.,” or “Limited” or the abbreviation “Ltd.” The

72-26  corporate name must contain the last name of one or more of its

72-27  stockholders. The corporation may render professional services and

72-28  exercise its authorized powers under a fictitious name if the

72-29  corporation has first registered the name in the manner required by

72-30  chapter 602 of NRS.

72-31     Sec. 125.3.  NRS 89.250 is hereby amended to read as follows:

72-32     89.250  1.  Except as otherwise provided in subsection 2, a

72-33  professional association shall, on or before the [first] last day of the

72-34  [second] first month after the filing of its articles of association with

72-35  the Secretary of State, and annually thereafter on or before the last

72-36  day of the month in which the anniversary date of its organization

72-37  occurs in each year, furnish a statement to the Secretary of State

72-38  showing the names and [residence] addresses , either residence or

72-39  business, of all members and employees in the professional

72-40  association and certifying that all members and employees are

72-41  licensed to render professional service in this state.

72-42     2.  A professional association organized and practicing pursuant

72-43  to the provisions of this chapter and NRS 623.349 shall, on or

72-44  before the [first] last day of the [second] first month after the filing

72-45  of its articles of association with the Secretary of State, and annually

73-1  thereafter on or before the last day of the month in which the

73-2  anniversary date of its organization occurs in each year, furnish a

73-3  statement to the Secretary of State:

73-4      (a) Showing the names and [residence] addresses , either

73-5  residence or business, of all members and employees of the

73-6  professional association who are licensed or otherwise authorized

73-7  by law to render professional service in this state;

73-8      (b) Certifying that all members and employees who render

73-9  professional service are licensed or otherwise authorized by law to

73-10  render professional service in this state; and

73-11     (c) Certifying that all members who are not licensed to render

73-12  professional service in this state do not render professional service

73-13  on behalf of the professional association except as authorized by

73-14  law.

73-15     3.  Each statement filed pursuant to this section must be:

73-16     (a) Made on a form prescribed by the Secretary of State and

73-17  must not contain any fiscal or other information except that

73-18  expressly called for by this section.

73-19     (b) Signed by the chief executive officer of the professional

73-20  association.

73-21     (c) Accompanied by a declaration under penalty of perjury that

73-22  the professional association [has] :

73-23         (1) Has complied with the provisions of chapter 364A of

73-24  NRS [.] ; and

73-25         (2) Acknowledges that pursuant to NRS 239.330 it is a

73-26  category C felony to knowingly offer any false or forged

73-27  instrument for filing in the Office of the Secretary of State.

73-28     4.  Upon filing:

73-29     (a) The initial statement required by this section, the

73-30  professional association shall pay to the Secretary of State a fee of

73-31  $165.

73-32     (b) Each annual statement required by this section, the

73-33  professional association shall pay to the Secretary of State a fee of

73-34  $85.

73-35     5.  As used in this section, “signed” means to have executed or

73-36  adopted a name, word or mark, including, without limitation, an

73-37  electronic signature as defined in NRS 719.100, with the present

73-38  intention to authenticate a document.

73-39     Sec. 125.5.  NRS 89.254 is hereby amended to read as follows:

73-40     89.254  1.  The Secretary of State shall [notify by letter]

73-41  provide written notice to each professional association which is in

73-42  default pursuant to the provisions of NRS 89.252. The written

73-43  notice [must be accompanied by] :

73-44     (a) Must include a statement indicating the amount of the filing

73-45  fee, penalties incurred and costs remaining unpaid.

74-1      (b) At the request of the professional association, may be

74-2  provided electronically.

74-3      2.  On the first day of the [ninth] first anniversary of the month

74-4  following the month in which the filing was required, the articles of

74-5  association of the professional association is revoked and its right to

74-6  transact business is forfeited.

74-7      3.  The Secretary of State shall compile a complete list

74-8  containing the names of all professional associations whose right to

74-9  [do] transact business has been forfeited.

74-10     4.  The Secretary of State shall forthwith notify each [such]

74-11  professional association specified in subsection 3 by [letter]

74-12  providing written notice of the forfeiture of its right to transact

74-13  business. The written notice [must be accompanied by] :

74-14     (a) Must include a statement indicating the amount of the filing

74-15  fee, penalties incurred and costs remaining unpaid.

74-16     [4.] (b) At the request of the professional association, may be

74-17  provided electronically.

74-18     5. If the articles of association of a professional association are

74-19  revoked and the right to transact business is forfeited, all the

74-20  property and assets of the defaulting professional association must

74-21  be held in trust by its members, as for insolvent corporations, and

74-22  the same proceedings may be had with respect to its property and

74-23  assets as apply to insolvent corporations. Any interested person may

74-24  institute proceedings at any time after a forfeiture has been declared,

74-25  but if the Secretary of State reinstates the articles of association the

74-26  proceedings must be dismissed and all property restored to the

74-27  members of the professional association.

74-28     [5.] 6. If the assets of the professional association are

74-29  distributed, they must be applied to:

74-30     (a) The payment of the filing fee, penalties and costs due to the

74-31  State; and

74-32     (b) The payment of the creditors of the professional

74-33  association.

74-34  Any balance remaining must be distributed as set forth in the articles

74-35  of association or, if no such provisions exist, among the members of

74-36  the professional association.

74-37     Sec. 125.7.  NRS 89.256 is hereby amended to read as follows:

74-38     89.256  1.  Except as otherwise provided in subsections 3 and

74-39  4, the Secretary of State shall reinstate any professional association

74-40  which has forfeited its right to transact business under the provisions

74-41  of this chapter and restore the right to carry on business in this state

74-42  and exercise its privileges and immunities if it:

74-43     (a) Files with the Secretary of State the statement and

74-44  certification required by NRS 89.250; and

74-45     (b) Pays to the Secretary of State:

75-1          (1) The filing fee and penalty set forth in NRS 89.250 and

75-2  89.252 for each year or portion thereof during which the articles of

75-3  association have been revoked; and

75-4          (2) A fee of $200 for reinstatement.

75-5      2.  When the Secretary of State reinstates the professional

75-6  association , [to its former rights,] he shall[:

75-7      (a) Immediately issue and deliver to the association a certificate

75-8  of reinstatement authorizing it to transact business, as if the fees had

75-9  been paid when due; and

75-10     (b) Upon demand,] issue to the professional association a

75-11  [certified copy of the] certificate of reinstatement [.] if the

75-12  professional association:

75-13     (a) Requests a certificate of reinstatement; and

75-14     (b) Pays the required fees pursuant to subsection 8 of NRS

75-15  78.785.

75-16     3.  The Secretary of State shall not order a reinstatement unless

75-17  all delinquent fees and penalties have been paid, and the revocation

75-18  of the professional association’s articles of association occurred

75-19  only by reason of its failure to pay the fees and penalties.

75-20     4.  If the articles of association of a professional association

75-21  have been revoked pursuant to the provisions of this chapter and

75-22  have remained revoked for 10 consecutive years, the articles must

75-23  not be reinstated.

75-24     Sec. 126.  Chapter 92A of NRS is hereby amended by adding

75-25  thereto a new section to read as follows:

75-26     1.  Each document filed with the Secretary of State pursuant

75-27  to this chapter must be on or accompanied by a form prescribed by

75-28  the Secretary of State.

75-29     2.  The Secretary of State may refuse to file a document which

75-30  does not comply with subsection 1 or which does not contain all of

75-31  the information required by statute for filing the document.

75-32     3.  If the provisions of the form prescribed by the Secretary of

75-33  State conflict with the provisions of any document that is filed with

75-34  the form:

75-35     (a) The Secretary of State may determine whether to file or

75-36  reject the document based on the information on the prescribed

75-37  form; and

75-38     (b) Unless otherwise provided in the document, the provisions

75-39  of the document control in any other situation.

75-40     4.  The Secretary of State may by regulation provide for the

75-41  electronic filing of documents with the Office of the Secretary of

75-42  State.

75-43     Sec. 127.  NRS 92A.200 is hereby amended to read as follows:

75-44     92A.200  After a plan of merger or exchange is approved as

75-45  required by this chapter, the surviving or acquiring entity shall

76-1  deliver to the Secretary of State for filing articles of merger or

76-2  exchange setting forth:

76-3      1.  The name and jurisdiction of organization of each

76-4  constituent entity;

76-5      2.  That a plan of merger or exchange has been adopted by each

76-6  constituent entity[;] or the parent domestic entity only, if the

76-7  merger is pursuant to NRS 92A.180;

76-8      3.  If approval of the owners of one or more constituent entities

76-9  was not required, a statement to that effect and the name of each

76-10  entity;

76-11     4.  If approval of owners of one or more constituent entities was

76-12  required, the name of each entity and a statement for each entity

76-13  that:

76-14     (a) The plan was approved by the required consent of the

76-15  owners; or

76-16     (b) A plan was submitted to the owners pursuant to this chapter

76-17  including:

76-18         (1) The designation, percentage of total vote or number of

76-19  votes entitled to be cast by each class of owner’s interests entitled to

76-20  vote separately on the plan; and

76-21         (2) Either the total number of votes or percentage of owner’s

76-22  interests cast for and against the plan by the owners of each class of

76-23  interests entitled to vote separately on the plan or the total number

76-24  of undisputed votes or undisputed total percentage of owner’s

76-25  interests cast for the plan separately by the owners of each

76-26  class,

76-27  and the number of votes or percentage of owner’s interests cast for

76-28  the plan by the owners of each class of interests was sufficient for

76-29  approval by the owners of that class;

76-30     5.  In the case of a merger, the amendment, if any, to the articles

76-31  of incorporation, articles of organization, certificate of limited

76-32  partnership or certificate of trust of the surviving entity, which

76-33  amendment may be set forth in the articles of merger as a specific

76-34  amendment or in the form of:

76-35     (a) Amended and restated articles of incorporation;

76-36     (b) Amended and restated articles of organization;

76-37     (c) An amended and restated certificate of limited partnership;

76-38  or

76-39     (d) An amended and restated certificate of trust,

76-40  or attached in that form as an exhibit; and

76-41     6.  If the entire plan of merger or exchange is not set forth, a

76-42  statement that the complete executed plan of merger or plan of

76-43  exchange is on file at the registered office if a corporation, limited-

76-44  liability company or business trust, or office described in paragraph

76-45  (a) of subsection 1 of NRS 88.330 if a limited partnership, or other

77-1  place of business of the surviving entity or the acquiring entity,

77-2  respectively.

77-3  Any of the terms of the plan of merger, conversion or exchange may

77-4  be made dependent upon facts ascertainable outside of the plan of

77-5  merger, conversion or exchange, provided that the plan of merger,

77-6  conversion or exchange clearly and expressly sets forth the manner

77-7  in which such facts shall operate upon the terms of the plan. As used

77-8  in this section, the term “facts” includes, without limitation, the

77-9  occurrence of an event, including a determination or action by a

77-10  person or body, including a constituent entity.

77-11     Sec. 128.  NRS 92A.205 is hereby amended to read as follows:

77-12     92A.205  1.  After a plan of conversion is approved as

77-13  required by this chapter, if the resulting entity is a domestic entity,

77-14  the constituent entity shall deliver to the Secretary of State for filing:

77-15     (a) Articles of conversion setting forth:

77-16         (1) The name and jurisdiction of organization of the

77-17  constituent entity and the resulting entity; and

77-18         (2) That a plan of conversion has been adopted by the

77-19  constituent entity in compliance with the law of the jurisdiction

77-20  governing the constituent entity.

77-21     (b) The following constituent document of the domestic

77-22  resulting entity:

77-23         (1) If the resulting entity is a domestic corporation, the

77-24  articles of incorporation to be filed in compliance with chapter 78 ,

77-25  78A, 82 or 89 of NRS, as applicable;

77-26         (2) If the resulting entity is a domestic limited partnership,

77-27  the certificate of limited partnership to be filed in compliance with

77-28  chapter 88 of NRS;

77-29         (3) If the resulting entity is a domestic limited-liability

77-30  company, the articles of organization to be filed in compliance with

77-31  chapter 86 of NRS; or

77-32         (4) If the resulting entity is a domestic business trust, the

77-33  certificate of trust to be filed in compliance with chapter 88A of

77-34  NRS.

77-35     (c) A certificate of acceptance of appointment of a resident

77-36  agent for the resulting entity which is executed by the resident

77-37  agent.

77-38     2.  After a plan of conversion is approved as required by this

77-39  chapter, if the resulting entity is a foreign entity, the constituent

77-40  entity shall deliver to the Secretary of State for filing articles of

77-41  conversion setting forth:

77-42     (a) The name and jurisdiction of organization of the constituent

77-43  entity and the resulting entity;

77-44     (b) That a plan of conversion has been adopted by the

77-45  constituent entity in compliance with the laws of this state; and

78-1      (c) The address of the resulting entity where copies of process

78-2  may be sent by the Secretary of State.

78-3      3.  If the entire plan of conversion is not set forth in the articles

78-4  of conversion, the filing party must include in the articles of

78-5  conversion a statement that the complete executed plan

78-6  of conversion is on file at the registered office or principal place of

78-7  business of the resulting entity or, if the resulting entity is a

78-8  domestic limited partnership, the office described in paragraph (a)

78-9  of subsection 1 of NRS 88.330.

78-10     4.  If the conversion takes effect on a later date specified in the

78-11  articles of conversion pursuant to NRS 92A.240, the constituent

78-12  document filed with the Secretary of State pursuant to paragraph (b)

78-13  of subsection 1 must state the name and the jurisdiction of the

78-14  constituent entity and that the existence of the resulting entity does

78-15  not begin until the later date.

78-16     5.  Any documents filed with the Secretary of State pursuant to

78-17  this section must be accompanied by the fees required pursuant to

78-18  this title for filing the constituent document.

78-19     Sec. 129.  NRS 116.3101 is hereby amended to read as

78-20  follows:

78-21     116.3101  1. A unit-owners’ association must be organized no

78-22  later than the date the first unit in the common-interest community is

78-23  conveyed.

78-24     2.  The membership of the association at all times consists

78-25  exclusively of all units’ owners or, following termination of the

78-26  common-interest community, of all owners of former units entitled

78-27  to distributions of proceeds under NRS 116.2118, 116.21183 and

78-28  116.21185, or their heirs, successors or assigns.

78-29     3.  The association must [be] :

78-30     (a) Be organized as a profit or nonprofit corporation, trust or

78-31  partnership[.] ;

78-32     (b) Include in its articles of incorporation, certificate of

78-33  registration or certificates of limited partnership, or any certificate

78-34  of amendment thereof, that the purpose of the corporation is to

78-35  operate as an association pursuant to this chapter;

78-36     (c) Contain in its name the words “homeowners’ association”

78-37  or “unit-owners’ association”; and

78-38     (d) Comply with the provisions of chapters 78, 82, 87 and 88 of

78-39  NRS when filing articles of incorporation, certificates of

78-40  registration or certificates of limited partnership, or any certificate

78-41  of amendment thereof, with the Secretary of State.

 

78-42  H