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 provisions pertaining to business. (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; providing for the implementation, modification and standardization of certain filing requirements for business entities; changing the exclusive remedy by which a judgment creditor of a member of a limited-liability company or a limited partnership may satisfy a judgment; increasing certain fees and establishing new fees; providing for the issuance of an order to cease and desist for failure to comply with certain provisions pertaining to business licenses; repealing the exemption from business tax provisions for a natural person who does not employ employees during a calendar quarter; authorizing the Secretary of State to hire additional personnel; making various other changes to provisions pertaining to business entities; and providing other matters properly relating thereto.

 

THE PEOPLE OF THE STATE OF NEVADA, REPRESENTED IN

SENATE AND ASSEMBLY, DO ENACT AS FOLLOWS:

 

 

 

2-1  Section 1.  The Legislature hereby declares that:

2-2  1.  Many of the fees increased pursuant to the amendatory

2-3  provisions of this act have not been increased for a substantial

2-4  length of time, and increasing these fees is necessary and

2-5  appropriate at this time.

2-6  2.  It is the intent of the Legislature that the fees increased

2-7  pursuant to the amendatory provisions of this act must not be

2-8  increased again for a period of at least 10 years following the

2-9  enactment of this act.

2-10      Sec. 1.5.  Chapter 78 of NRS is hereby amended by adding

2-11  thereto a new section to read as follows:

2-12      1.  Each document filed with the Secretary of State pursuant

2-13  to this chapter must be on or accompanied by a form prescribed by

2-14  the Secretary of State.

2-15      2.  The Secretary of State may refuse to file a document which

2-16  does not comply with subsection 1 or which does not contain all of

2-17  the information required by statute for filing the document.

2-18      3.  If the provisions of the form prescribed by the Secretary of

2-19  State conflict with the provisions of any document that is

2-20  submitted for filing with the form:

2-21      (a) The provisions of the form control for all purposes with

2-22  respect to the information that is required by statute to appear in

2-23  the document in order for the document to be filed; and

2-24      (b) Unless otherwise provided in the document, the provisions

2-25  of the document control in every other situation.

2-26      4.  The Secretary of State may by regulation provide for the

2-27  electronic filing of documents with the Office of the Secretary of

2-28  State.

2-29      Sec. 2.  NRS 78.027 is hereby amended to read as follows:

2-30      78.027  The Secretary of State may microfilm or image any

2-31  document which is filed in his office by a corporation pursuant to

2-32  this chapter and may return the original document to the

2-33  corporation.

2-34      Sec. 3.  NRS 78.0295 is hereby amended to read as follows:

2-35      78.0295  1.  A corporation may correct a document filed by

2-36  the Secretary of State with respect to the corporation if the

2-37  document contains an inaccurate record of a corporate action

2-38  described in the document or was defectively executed, attested,

2-39  sealed, verified or acknowledged.

2-40      2.  To correct a document, the corporation [shall:] must:

2-41      (a) Prepare a certificate of correction which:

2-42          (1) States the name of the corporation;

2-43          (2) Describes the document, including, without limitation, its

2-44  filing date;

2-45          (3) Specifies the inaccuracy or defect;

3-1       (4) Sets forth the inaccurate or defective portion of the

3-2  document in an accurate or corrected form; and

3-3       (5) Is signed by an officer of the corporation[.] or, if no

3-4  stock has been issued by the corporation, by the incorporator or a

3-5  director of the corporation.

3-6  (b) Deliver the certificate to the Secretary of State for filing.

3-7  (c) Pay a filing fee of [$150] $175 to the Secretary of State.

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

3-9  of the document it corrects except as to persons relying on the

3-10  uncorrected document and adversely affected by the correction. As

3-11  to those persons, the certificate is effective when filed.

3-12      Sec. 4.  NRS 78.035 is hereby amended to read as follows:

3-13      78.035  The articles of incorporation must set forth:

3-14      1.  The name of the corporation. A name appearing to be that of

3-15  a natural person and containing a given name or initials must not be

3-16  used as a corporate name except with an additional word or words

3-17  such as “Incorporated,” “Limited,” “Inc.,” “Ltd.,” “Company,”

3-18  “Co.,” “Corporation,” “Corp.,” or other word which identifies it as

3-19  not being a natural person.

3-20      2.  The name of the person designated as the corporation’s

3-21  resident agent, the street address of the resident agent where process

3-22  may be served upon the corporation, and the mailing address of the

3-23  resident agent if different from the street address.

3-24      3.  The number of shares the corporation is authorized to issue

3-25  and, if more than one class or series of stock is authorized, the

3-26  classes, the series and the number of shares of each class or series

3-27  which the corporation is authorized to issue, unless the articles

3-28  authorize the board of directors to fix and determine in a resolution

3-29  the classes, series and numbers of each class or series as provided in

3-30  NRS 78.195 and 78.196.

3-31      4.  The [number,] names and [post office box or street]

3-32  addresses, either residence or business, of the first board of directors

3-33  or trustees, together with any desired provisions relative to the right

3-34  to change the number of directors as provided in NRS 78.115.

3-35      5.  The name and [post office box or street] address, either

3-36  residence or business , of each of the incorporators executing the

3-37  articles of incorporation.

3-38      Sec. 5.  NRS 78.045 is hereby amended to read as follows:

3-39      78.045  1.  The Secretary of State shall not accept for filing

3-40  any articles of incorporation or any certificate of amendment of

3-41  articles of incorporation of any corporation formed pursuant to the

3-42  laws of this state which provides that the name of the corporation

3-43  contains the word “bank” or “trust,” unless:

3-44      (a) It appears from the articles or the certificate of amendment

3-45  that the corporation proposes to carry on business as a banking or

4-1  trust company, exclusively or in connection with its business as a

4-2  bank , [or] savings and loan association[;] or thrift company; and

4-3  (b) The articles or certificate of amendment is first approved by

4-4  the Commissioner of Financial Institutions.

4-5  2.  The Secretary of State shall not accept for filing any articles

4-6  of incorporation or any certificate of amendment of articles of

4-7  incorporation of any corporation formed pursuant to the provisions

4-8  of this chapter if it appears from the articles or the certificate of

4-9  amendment that the business to be carried on by the corporation is

4-10  subject to supervision by the Commissioner of Insurance or by the

4-11  Commissioner of Financial Institutions, unless the articles or

4-12  certificate of amendment is approved by the Commissioner who will

4-13  supervise the business of the corporation.

4-14      3.  Except as otherwise provided in subsection [5,] 6, the

4-15  Secretary of State shall not accept for filing any articles of

4-16  incorporation or any certificate [or] of amendment of articles of

4-17  incorporation of any corporation formed pursuant to the laws of this

4-18  state if the name of the corporation contains the words “engineer,”

4-19  “engineered,” “engineering,” “professional engineer,” “registered

4-20  engineer” or “licensed engineer” unless:

4-21      (a) The State Board of Professional Engineers and Land

4-22  Surveyors certifies that the principals of the corporation are licensed

4-23  to practice engineering pursuant to the laws of this state; or

4-24      (b) The State Board of Professional Engineers and Land

4-25  Surveyors certifies that the corporation is exempt from the

4-26  prohibitions of NRS 625.520.

4-27      4.  The Secretary of State shall not accept for filing any articles

4-28  of incorporation or any certificate of amendment of articles of

4-29  incorporation of any corporation formed pursuant to the laws of this

4-30  state which provides that the name of the corporation contains the

4-31  words “accountant,” “accounting,” “accountancy,” “auditor” or

4-32  “auditing” unless the Nevada State Board of Accountancy certifies

4-33  that the corporation:

4-34      (a) Is registered pursuant to the provisions of chapter 628 of

4-35  NRS; or

4-36      (b) Has filed with the Nevada State Board of Accountancy

4-37  under penalty of perjury a written statement that the corporation is

4-38  not engaged in the practice of accounting and is not offering to

4-39  practice accounting in this state.

4-40      5.  The Secretary of State shall not accept for filing any

4-41  articles of incorporation or any certificate of amendment of

4-42  articles of incorporation of any corporation formed or existing

4-43  pursuant to the laws of this state which provides that the name of

4-44  the corporation contains the words “unit-owners’ association” or

4-45  “homeowners’ association” or if it appears in the articles of

5-1  incorporation or certificate of amendment that the purpose of the

5-2  corporation is to operate as a unit-owners’ association pursuant to

5-3  chapter 116 of NRS unless the Administrator of the Real Estate

5-4  Division of the Department of Business and Industry certifies that

5-5  the corporation has:

5-6  (a) Registered with the Ombudsman for Owners in Common-

5-7  Interest Communities pursuant to NRS 116.31158; and

5-8  (b) Paid to the Administrator of the Real Estate Division the

5-9  fees required pursuant to NRS 116.31155.

5-10      6.  The provisions of subsection 3 do not apply to any

5-11  corporation, whose securities are publicly traded and regulated by

5-12  the Securities Exchange Act of 1934, which does not engage in the

5-13  practice of professional engineering.

5-14      [6.] 7. The Commissioner of Financial Institutions and the

5-15  Commissioner of Insurance may approve or disapprove the articles

5-16  or amendments referred to them pursuant to the provisions of this

5-17  section.

5-18      Sec. 5.3.  NRS 78.097 is hereby amended to read as follows:

5-19      78.097  1.  A resident agent who desires to resign shall file

5-20  with the Secretary of State a signed statement , on a form provided

5-21  by the Secretary of State, for each [corporation] artificial person

5-22  formed, organized, registered or qualified pursuant to the

5-23  provisions of this title that he is unwilling to continue to act as the

5-24  resident agent of the [corporation] artificial person for the service

5-25  of process. The fee for filing a statement of resignation is $100 for

5-26  the first artificial person that the resident agent is unwilling to

5-27  continue to act as the agent of and $1 for each additional artificial

5-28  person listed on the statement of resignation. A resignation is not

5-29  effective until the signed statement is filed with the Secretary of

5-30  State.

5-31      2.  The statement of resignation may contain a statement of the

5-32  affected corporation appointing a successor resident agent for that

5-33  corporation. A certificate of acceptance executed by the new

5-34  resident agent, stating the full name, complete street address and, if

5-35  different from the street address, mailing address of the new resident

5-36  agent, must accompany the statement appointing a successor

5-37  resident agent.

5-38      3.  Upon the filing of the statement of resignation with the

5-39  Secretary of State the capacity of the resigning person as resident

5-40  agent terminates. If the statement of resignation contains no

5-41  statement by the corporation appointing a successor resident agent,

5-42  the resigning resident agent shall immediately give written notice,

5-43  by mail, to the corporation of the filing of the statement and its

5-44  effect. The notice must be addressed to any officer of the

5-45  corporation other than the resident agent.

6-1  4.  If a resident agent dies, resigns or removes from the State,

6-2  the corporation, within 30 days thereafter, shall file with the

6-3  Secretary of State a certificate of acceptance executed by the new

6-4  resident agent. The certificate must set forth the full name and

6-5  complete street address of the new resident agent for the service of

6-6  process, and may have a separate mailing address, such as a post

6-7  office box, which may be different from the street address.

6-8  5.  A corporation that fails to file a certificate of acceptance

6-9  executed by the new resident agent within 30 days after the death,

6-10  resignation or removal of its former resident agent shall be deemed

6-11  in default and is subject to the provisions of NRS 78.170 and

6-12  78.175.

6-13      Sec. 5.7.  NRS 78.110 is hereby amended to read as follows:

6-14      78.110  1.  If a corporation created pursuant to this chapter

6-15  desires to change its resident agent, the change may be effected by

6-16  filing with the Secretary of State a certificate of change of resident

6-17  agent signed by an officer of the corporation which sets forth:

6-18      (a) The name of the corporation;

6-19      (b) The name and street address of its present resident agent; and

6-20      (c) The name and street address of the new resident agent.

6-21      2.  The new resident agent’s certificate of acceptance must be a

6-22  part of or attached to the certificate of change [.] of resident agent.

6-23      3.  If the name of a resident agent is changed as a result of a

6-24  merger, conversion, exchange, sale, reorganization or

6-25  amendment, the resident agent shall:

6-26      (a) File with the Secretary of State a certificate of name

6-27  change of resident agent that includes:

6-28          (1) The current name of the resident agent as filed with the

6-29  Secretary of State;

6-30          (2) The new name of the resident agent; and

6-31          (3) The name and file number of each artificial person

6-32  formed, organized, registered or qualified pursuant to the

6-33  provisions of this title that the resident agent represents; and

6-34      (b) Pay to the Secretary of State a filing fee of $100.

6-35      4.  A change authorized by this section becomes effective upon

6-36  the filing of the proper certificate of change.

6-37      Sec. 6.  NRS 78.150 is hereby amended to read as follows:

6-38      78.150  1.  A corporation organized pursuant to the laws of

6-39  this state shall, on or before the [first] last day of the [second] first

6-40  month after the filing of its articles of incorporation with the

6-41  Secretary of State, file with the Secretary of State a list, on a form

6-42  furnished by him, containing:

6-43      (a) The name of the corporation;

6-44      (b) The file number of the corporation, if known;

7-1  (c) The names and titles of the president, secretary[,] and

7-2  treasurer , or the equivalent thereof, and of all the directors of the

7-3  corporation;

7-4  (d) The [mailing or street] address, either residence or business,

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

7-6  or director;

7-7  (e) The name and [street] address of the lawfully designated

7-8  resident agent of the corporation; and

7-9  (f) The signature of an officer of the corporation certifying that

7-10  the list is true, complete and accurate.

7-11      2.  The corporation shall annually thereafter, on or before the

7-12  last day of the month in which the anniversary date of incorporation

7-13  occurs in each year, file with the Secretary of State, on a form

7-14  furnished by him, an annual list containing all of the information

7-15  required in subsection 1.

7-16      3.  Each list required by subsection 1 or 2 must be accompanied

7-17  by a declaration under penalty of perjury that the corporation [has] :

7-18      (a) Has complied with the provisions of chapter 364A of NRS

7-19  [.] ; and

7-20      (b) Acknowledges that pursuant to NRS 239.330 it is a

7-21  category C felony to knowingly offer any false or forged

7-22  instrument for filing with the Office of the Secretary of State.

7-23      4.  Upon filing the list required by:

7-24      (a) Subsection 1, the corporation shall pay to the Secretary of

7-25  State a fee of [$165.] $125.

7-26      (b) Subsection 2, the corporation shall pay to the Secretary of

7-27  State [a fee of $85.] , if the amount represented by the total

7-28  number of shares provided for in the articles is:

7-29  $75,000 or less................................. $125

7-30  Over $75,000 and not over $200,000175

7-31  Over $200,000 and not over $500,000275

7-32  Over $500,000 and not over $1,000,000.. 375

7-33  Over $1,000,000:

7-34      For the first $1,000,000................ 375

7-35      For each additional $500,000 or fraction thereof   275

7-36  The maximum fee which may be charged pursuant to paragraph

7-37  (b) for filing the annual list is $11,100.

7-38      5.  If a director or officer of a corporation resigns and the

7-39  resignation is not made in conjunction with the filing of an

7-40  annual or amended list of directors and officers, the corporation

7-41  shall pay to the Secretary of State a fee of $75 to file the

7-42  resignation of the director or officer.

7-43      6.  The Secretary of State shall, 60 days before the last day for

7-44  filing each annual list required by subsection 2, cause to be mailed

7-45  to each corporation which is required to comply with the provisions

8-1  of NRS 78.150 to 78.185, inclusive, and which has not become

8-2  delinquent, a notice of the fee due pursuant to subsection 4 and a

8-3  reminder to file the annual list required by subsection 2. Failure of

8-4  any corporation to receive a notice or form does not excuse it from

8-5  the penalty imposed by law.

8-6  [6.] 7. If the list to be filed pursuant to the provisions of

8-7  subsection 1 or 2 is defective in any respect or the fee required by

8-8  subsection 4 [or 8]is not paid, the Secretary of State may return the

8-9  list for correction or payment.

8-10      [7.] 8. An annual list for a corporation not in default which is

8-11  received by the Secretary of State more than [60] 90 days before its

8-12  due date shall be deemed an amended list for the previous year and

8-13  must be accompanied by [a fee of $85] the appropriate fee as

8-14  provided in subsection 4 for filing. A payment submitted pursuant

8-15  to this subsection does not satisfy the requirements of subsection 2

8-16  for the year to which the due date is applicable.

8-17      [8.  If the corporation is an association as defined in NRS

8-18  116.110315, the Secretary of State shall not accept the filing

8-19  required by this section unless it is accompanied by evidence of the

8-20  payment of the fee required to be paid pursuant to NRS 116.31155

8-21  that is provided to the association pursuant to subsection 4 of that

8-22  section.]

8-23      Sec. 7.  NRS 78.155 is hereby amended to read as follows:

8-24      78.155  If a corporation has filed the initial or annual list in

8-25  compliance with NRS 78.150 and has paid the appropriate fee for

8-26  the filing, the cancelled check or other proof of payment received

8-27  by the corporation constitutes a certificate authorizing it to transact

8-28  its business within this state until the last day of the month in which

8-29  the anniversary of its incorporation occurs in the next succeeding

8-30  calendar year. [If the corporation desires a formal certificate upon its

8-31  payment of the initial or annual fee, its payment must be

8-32  accompanied by a self-addressed, stamped envelope.]

8-33      Sec. 8.  NRS 78.165 is hereby amended to read as follows:

8-34      78.165  1.  [Every] Each list required to be filed under the

8-35  provisions of NRS 78.150 to 78.185, inclusive, must, after the name

8-36  of each officer and director listed thereon, set forth the [post office

8-37  box or street] address, either residence or business, of each officer

8-38  and director.

8-39      2.  If the addresses are not stated for each person on any list

8-40  offered for filing, the Secretary of State may refuse to file the list,

8-41  and the corporation for which the list has been offered for filing is

8-42  subject to all the provisions of NRS 78.150 to 78.185, inclusive,

8-43  relating to failure to file the list within or at the times therein

8-44  specified, unless a list is subsequently submitted for filing which

8-45  conforms to the provisions of NRS 78.150 to 78.185, inclusive.

9-1  Sec. 9.  NRS 78.170 is hereby amended to read as follows:

9-2  78.170  1.  Each corporation required to make a filing and pay

9-3  the fee prescribed in NRS 78.150 to 78.185, inclusive, which refuses

9-4  or neglects to do so within the time provided shall be deemed in

9-5  default.

9-6  2.  Upon notification from the Administrator of the Real

9-7  Estate Division of the Department of Business and Industry that a

9-8  corporation which is a unit-owners’ association as defined in NRS

9-9  116.110315 has failed to register pursuant to NRS 116.31158 or

9-10  failed to pay the fees pursuant to NRS 116.31155, the Secretary of

9-11  State shall deem the corporation to be in default. If, after the

9-12  corporation is deemed to be in default, the Administrator notifies

9-13  the Secretary of State that the corporation has registered pursuant

9-14  to NRS 116.31158 and paid the fees pursuant to NRS 116.31155,

9-15  the Secretary of State shall reinstate the corporation if the

9-16  corporation complies with the requirements for reinstatement as

9-17  provided in this section and NRS 78.150 to 78.185, inclusive.

9-18      3.  For default there must be added to the amount of the fee a

9-19  penalty of [$50.] $75. The fee and penalty must be collected as

9-20  provided in this chapter.

9-21      Sec. 10.  NRS 78.175 is hereby amended to read as follows:

9-22      78.175  1.  The Secretary of State shall notify, by [letter

9-23  addressed] providing written notice to its resident agent, each

9-24  corporation deemed in default pursuant to NRS 78.170. The written

9-25  notice [must be accompanied by] :

9-26      (a) Must include a statement indicating the amount of the filing

9-27  fee, penalties incurred and costs remaining unpaid.

9-28      (b) At the request of the resident agent, may be provided

9-29  electronically.

9-30      2.  On the first day of the first anniversary of the month

9-31  following the month in which the filing was required, the charter of

9-32  the corporation is revoked and its right to transact business is

9-33  forfeited.

9-34      3.  The Secretary of State shall compile a complete list

9-35  containing the names of all corporations whose right to [do]

9-36  transact business has been forfeited.

9-37      4.  The Secretary of State shall forthwith notify, by [letter

9-38  addressed] providing written notice to its resident agent, each [such]

9-39  corporation specified in subsection 3 of the forfeiture of its charter.

9-40  The written notice [must be accompanied by] :

9-41      (a) Must include a statement indicating the amount of the filing

9-42  fee, penalties incurred and costs remaining unpaid.

9-43      [4.] (b) At the request of the resident agent, may be provided

9-44  electronically.

10-1      5. If the charter of a corporation is revoked and the right to

10-2  transact business is forfeited as provided in subsection 2, all of the

10-3  property and assets of the defaulting domestic corporation must be

10-4  held in trust by the directors of the corporation as for insolvent

10-5  corporations, and the same proceedings may be had with respect

10-6  thereto as are applicable to insolvent corporations. Any person

10-7  interested may institute proceedings at any time after a forfeiture has

10-8  been declared, but if the Secretary of State reinstates the charter , the

10-9  proceedings must at once be dismissed and all property restored to

10-10  the officers of the corporation.

10-11     [5.] 6. Where the assets are distributed , they must be applied

10-12  in the following manner:

10-13     (a) To the payment of the filing fee, penalties incurred and costs

10-14  due [to] the State;

10-15     (b) To the payment of the creditors of the corporation; and

10-16     (c) Any balance remaining , to distribution among the

10-17  stockholders.

10-18     Sec. 11.  NRS 78.180 is hereby amended to read as follows:

10-19     78.180  1.  Except as otherwise provided in subsections 3 and

10-20  4, the Secretary of State shall reinstate a corporation which has

10-21  forfeited or which forfeits its right to transact business pursuant to

10-22  the provisions of this chapter and shall restore to the corporation its

10-23  right to carry on business in this state, and to exercise its corporate

10-24  privileges and immunities, if it:

10-25     (a) Files with the Secretary of State [the] :

10-26         (1) The list required by NRS 78.150; and

10-27         (2) A certificate of acceptance of appointment signed by its

10-28  resident agent; and

10-29     (b) Pays to the Secretary of State:

10-30         (1) The filing fee and penalty set forth in NRS 78.150 and

10-31  78.170 for each year or portion thereof during which it failed to file

10-32  each required annual list in a timely manner; and

10-33         (2) A fee of [$200] $300 for reinstatement.

10-34     2.  When the Secretary of State reinstates the corporation, he

10-35  shall[:

10-36     (a) Immediately issue and deliver to the corporation a certificate

10-37  of reinstatement authorizing it to transact business as if the filing fee

10-38  or fees had been paid when due; and

10-39     (b) Upon demand,] issue to the corporation [one or more

10-40  certified copies of the] a certificate of reinstatement[.] if the

10-41  corporation:

10-42     (a) Requests a certificate of reinstatement; and

10-43     (b) Pays the required fees pursuant to subsection 8 of

10-44  NRS 78.785.

11-1      3.  The Secretary of State shall not order a reinstatement unless

11-2  all delinquent fees and penalties have been paid, and the revocation

11-3  of the charter occurred only by reason of failure to pay the fees and

11-4  penalties.

11-5      4.  If a corporate charter has been revoked pursuant to the

11-6  provisions of this chapter and has remained revoked for a period of

11-7  5 consecutive years, the charter must not be reinstated.

11-8      Sec. 11.3.  NRS 78.185 is hereby amended to read as follows:

11-9      78.185  1.  Except as otherwise provided in subsection 2, if a

11-10  corporation applies to reinstate or revive its charter but its name has

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

11-12  formed, organized, registered or qualified pursuant to the provisions

11-13  of this title whose name is on file with the Office of the Secretary of

11-14  State or reserved in the Office of the Secretary of State pursuant to

11-15  the provisions of this title, the corporation shall in its application for

11-16  reinstatement submit in writing to the Secretary of State some other

11-17  name under which it desires its corporate existence to be reinstated

11-18  or revived. If that name is distinguishable from all other names

11-19  reserved or otherwise on file, the Secretary of State shall [issue to

11-20  the applying corporation a certificate of reinstatement or revival]

11-21  reinstate the corporation under that new name.

11-22     2.  If the applying corporation submits the written,

11-23  acknowledged consent of the artificial person having a name, or the

11-24  person who has reserved a name, which is not distinguishable from

11-25  the old name of the applying corporation or a new name it has

11-26  submitted, it may be reinstated or revived under that name.

11-27     3.  For the purposes of this section, a proposed name is not

11-28  distinguishable from a name on file or reserved name solely because

11-29  one or the other contains distinctive lettering, a distinctive mark, a

11-30  trademark or a trade name, or any combination of these.

11-31     4.  The Secretary of State may adopt regulations that interpret

11-32  the requirements of this section.

11-33     Sec. 11.7.  NRS 78.390 is hereby amended to read as follows:

11-34     78.390  1.  Every amendment adopted pursuant to the

11-35  provisions of NRS 78.385 must be made in the following manner:

11-36     (a) The board of directors must adopt a resolution setting forth

11-37  the amendment proposed and declaring its advisability, and either

11-38  call a special meeting of the stockholders entitled to vote on the

11-39  amendment or direct that the proposed amendment be considered at

11-40  the next annual meeting of the stockholders entitled to vote on the

11-41  amendment.

11-42     (b) At the meeting, of which notice must be given to each

11-43  stockholder entitled to vote pursuant to the provisions of this

11-44  section, a vote of the stockholders entitled to vote in person or by

11-45  proxy must be taken for and against the proposed amendment. If it

12-1  appears upon the canvassing of the votes that stockholders holding

12-2  shares in the corporation entitling them to exercise at least a

12-3  majority of the voting power, or such greater proportion of the

12-4  voting power as may be required in the case of a vote by classes or

12-5  series, as provided in subsections 2 and 4, or as may be required by

12-6  the provisions of the articles of incorporation, have voted in favor of

12-7  the amendment, an officer of the corporation shall sign a certificate

12-8  setting forth the amendment, or setting forth the articles of

12-9  incorporation as amended, and the vote by which the amendment

12-10  was adopted.

12-11     (c) The certificate so signed must be filed with the Secretary of

12-12  State.

12-13     2.  If any proposed amendment would adversely alter or change

12-14  any preference or any relative or other right given to any class or

12-15  series of outstanding shares, then the amendment must be approved

12-16  by the vote, in addition to the affirmative vote otherwise required, of

12-17  the holders of shares representing a majority of the voting power of

12-18  each class or series adversely affected by the amendment regardless

12-19  of limitations or restrictions on the voting power thereof.

12-20     3.  Provision may be made in the articles of incorporation

12-21  requiring, in the case of any specified amendments, a larger

12-22  proportion of the voting power of stockholders than that required by

12-23  this section.

12-24     4.  Different series of the same class of shares do not constitute

12-25  different classes of shares for the purpose of voting by classes

12-26  except when the series is adversely affected by an amendment in a

12-27  different manner than other series of the same class.

12-28     5.  The resolution of the stockholders approving the proposed

12-29  amendment may provide that at any time before the effective date of

12-30  the amendment, notwithstanding approval of the proposed

12-31  amendment by the stockholders, the board of directors may, by

12-32  resolution, abandon the proposed amendment without further action

12-33  by the stockholders.

12-34     6.  A certificate filed pursuant to subsection 1 becomes

12-35  effective upon filing with the Secretary of State or upon a later date

12-36  specified in the certificate, which must not be later than 90 days

12-37  after the certificate is filed.

12-38     7.  If a certificate filed pursuant to subsection 1 specifies an

12-39  effective date and if the resolution of the stockholders approving the

12-40  proposed amendment provides that the board of directors may

12-41  abandon the proposed amendment pursuant to subsection 5, the

12-42  board of directors may terminate the effectiveness of the certificate

12-43  by resolution and by filing a certificate of termination with the

12-44  Secretary of State that:

13-1      (a) Is filed before the effective date specified in the certificate

13-2  filed pursuant to subsection 1;

13-3      (b) Identifies the certificate being terminated;

13-4      (c) States that, pursuant to the resolution of the stockholders, the

13-5  board of directors is authorized to terminate the effectiveness of the

13-6  certificate;

13-7      (d) States that the effectiveness of the certificate has been

13-8  terminated;

13-9      (e) Is signed by an officer of the corporation; and

13-10     (f) Is accompanied by a filing fee of [$150.] $175.

13-11     Sec. 12.  NRS 78.403 is hereby amended to read as follows:

13-12     78.403  1.  A corporation may restate, or amend and restate, in

13-13  a single certificate the entire text of its articles of incorporation as

13-14  amended by filing with the Secretary of State a certificate [signed by

13-15  an officer of the corporation which must set forth the articles as

13-16  amended to the date of the certificate.] in the manner provided in

13-17  this section. If the certificate alters or amends the articles in any

13-18  manner, it must comply with the provisions of NRS 78.380, 78.385

13-19  and 78.390, as applicable . [, and must be accompanied by:

13-20     (a) A resolution; or

13-21     (b) A form prescribed by the Secretary of State,

13-22  setting forth which provisions of the articles of incorporation on file

13-23  with the Secretary of State are being altered or amended.]

13-24     2.  If the certificate does not alter or amend the articles, it must

13-25  be signed by an officer of the corporation and state that he has been

13-26  authorized to execute the certificate by resolution of the board of

13-27  directors adopted on the date stated, and that the certificate correctly

13-28  sets forth the text of the articles of incorporation as amended to the

13-29  date of the certificate.

13-30     3.  The following may be omitted from the restated articles:

13-31     (a) The names, addresses, signatures and acknowledgments of

13-32  the incorporators;

13-33     (b) The names and addresses of the members of the past and

13-34  present boards of directors; and

13-35     (c) The name and address of the resident agent.

13-36     4.  Whenever a corporation is required to file a certified copy of

13-37  its articles, in lieu thereof it may file a certified copy of the most

13-38  recent certificate restating its articles as amended, subject to the

13-39  provisions of subsection 2, together with certified copies of all

13-40  certificates of amendment filed subsequent to the restated articles

13-41  and certified copies of all certificates supplementary to the original

13-42  articles.

13-43     Sec. 13.  NRS 78.580 is hereby amended to read as follows:

13-44     78.580  1.  If the board of directors of any corporation

13-45  organized under this chapter, after the issuance of stock or the

14-1  beginning of business, decides that the corporation should be

14-2  dissolved, the board may adopt a resolution to that effect. If the

14-3  corporation has issued no stock, only the directors need to approve

14-4  the dissolution. If the corporation has issued stock, the directors

14-5  must recommend the dissolution to the stockholders. The

14-6  corporation shall notify each stockholder entitled to vote on

14-7  dissolution , and the stockholders entitled to vote must approve the

14-8  dissolution.

14-9      2.  If the dissolution is approved by the directors or both the

14-10  directors and stockholders, as respectively provided in subsection 1,

14-11  the corporation shall file with the Office of the Secretary of State a

14-12  certificate signed by an officer of the corporation setting forth that

14-13  the dissolution has been approved by the directors, or by the

14-14  directors and the stockholders, and a list of the names and [post

14-15  office box or street] addresses, either residence or business, of the

14-16  corporation’s president, secretary and treasurer , or the equivalent

14-17  thereof, and all of its directors . [, certified by the president, or a

14-18  vice president, and the secretary, or an assistant secretary, in the

14-19  Office of the Secretary of State.]

14-20     Sec. 14.  NRS 78.622 is hereby amended to read as follows:

14-21     78.622  1.  If a corporation is under reorganization in a federal

14-22  court pursuant to title 11 of U.S.C., it may take any action necessary

14-23  to carry out any proceeding and do any act directed by the court

14-24  relating to reorganization, without further action by its directors or

14-25  stockholders. This authority may be exercised by:

14-26     (a) The trustee in bankruptcy appointed by the court;

14-27     (b) Officers of the corporation designated by the court; or

14-28     (c) Any other representative appointed by the court,

14-29  with the same effect as if exercised by the directors and stockholders

14-30  of the corporation.

14-31     2.  By filing a confirmed plan or order of reorganization,

14-32  certified by the bankruptcy court, with the Secretary of State, the

14-33  corporation may:

14-34     (a) Alter, amend or repeal its bylaws;

14-35     (b) Constitute or reconstitute and classify or reclassify its board

14-36  of directors;

14-37     (c) Name, constitute or appoint directors and officers in place of

14-38  or in addition to all or some of the directors or officers then in

14-39  office;

14-40     (d) Amend its articles of incorporation;

14-41     (e) Make any change in its authorized and issued stock;

14-42     (f) Make any other amendment, change, alteration or provision

14-43  authorized by this chapter; and

14-44     (g) Be dissolved, transfer all or part of its assets , or merge or

14-45  consolidate , or make any other change authorized by this chapter.

15-1      3.  In any action taken pursuant to subsections 1 and 2, a

15-2  stockholder has no right to demand payment for his stock.

15-3      4.  Any amendment of the articles of incorporation made

15-4  pursuant to subsection 2 must be signed under penalty of perjury by

15-5  the person authorized by the court and filed with the Secretary of

15-6  State. If the amendment is filed in accordance with the order of

15-7  reorganization, it becomes effective when it is filed unless otherwise

15-8  ordered by the court.

15-9      5.  Any filing with the Secretary of State pursuant to this

15-10  section must be accompanied by the appropriate fee, if any.

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

15-12     78.730  1.  Any corporation which did exist or is existing

15-13  under the laws of this state may, upon complying with the

15-14  provisions of NRS 78.180, procure a renewal or revival of its charter

15-15  for any period, together with all the rights, franchises, privileges and

15-16  immunities, and subject to all its existing and preexisting debts,

15-17  duties and liabilities secured or imposed by its original charter and

15-18  amendments thereto, or existing charter, by filing:

15-19     (a) A certificate with the Secretary of State, which must set

15-20  forth:

15-21         (1) The name of the corporation, which must be the name of

15-22  the corporation at the time of the renewal or revival, or its name at

15-23  the time its original charter expired.

15-24         (2) The name of the person designated as the resident agent

15-25  of the corporation, his street address for the service of process, and

15-26  his mailing address if different from his street address.

15-27         (3) The date when the renewal or revival of the charter is to

15-28  commence or be effective, which may be, in cases of a revival,

15-29  before the date of the certificate.

15-30         (4) Whether or not the renewal or revival is to be perpetual,

15-31  and, if not perpetual, the time for which the renewal or revival is to

15-32  continue.

15-33         (5) That the corporation desiring to renew or revive its

15-34  charter is, or has been, organized and carrying on the business

15-35  authorized by its existing or original charter and amendments

15-36  thereto, and desires to renew or continue through revival its

15-37  existence pursuant to and subject to the provisions of this chapter.

15-38     (b) A list of its president, secretary and treasurer , or the

15-39  equivalent thereof, and all of its directors and their [post office box

15-40  or street] addresses, either residence or business.

15-41     2.  A corporation whose charter has not expired and is being

15-42  renewed shall cause the certificate to be signed by its president or

15-43  vice president and secretary or assistant secretary. The certificate

15-44  must be approved by a majority of the voting power of the shares.

16-1      3.  A corporation seeking to revive its original or amended

16-2  charter shall cause the certificate to be signed by a person or persons

16-3  designated or appointed by the stockholders of the corporation. The

16-4  execution and filing of the certificate must be approved by the

16-5  written consent of stockholders of the corporation holding at least a

16-6  majority of the voting power and must contain a recital that this

16-7  consent was secured. If no stock has been issued, the certificate

16-8  must contain a statement of that fact, and a majority of the directors

16-9  then in office may designate the person to sign the certificate. The

16-10  corporation shall pay to the Secretary of State the fee required to

16-11  establish a new corporation pursuant to the provisions of this

16-12  chapter.

16-13     4.  The filed certificate, or a copy thereof which has been

16-14  certified under the hand and seal of the Secretary of State, must be

16-15  received in all courts and places as prima facie evidence of the facts

16-16  therein stated and of the existence and incorporation of the

16-17  corporation therein named.

16-18     Sec. 15.5.  NRS 78.760 is hereby amended to read as follows:

16-19     78.760  1.  The fee for filing articles of incorporation is

16-20  prescribed in the following schedule:

 

16-21  If the amount represented by the total number of

16-22  shares provided for in the articles is:

16-23  $75,000 or less...................... [$175] $75

16-24  Over $75,000 and not over $200,000[225] 175

16-25  Over $200,000 and not over $500,000[325] 275

16-26  Over $500,000 and not over $1,000,000[425] 375

16-27  Over $1,000,000:

16-28     For the first $1,000,000....... [425] 375

16-29     For each additional $500,000 or fraction

16-30  thereof...................................... [225] 275

16-31     2.  The maximum fee which may be charged pursuant to this

16-32  section is [$25,000] $35,000 for:

16-33     (a) The original filing of articles of incorporation.

16-34     (b) A subsequent filing of any instrument which authorizes an

16-35  increase in stock.

16-36     3.  For the purposes of computing the filing fees according to

16-37  the schedule in subsection 1, the amount represented by the total

16-38  number of shares provided for in the articles of incorporation is:

16-39     (a) The aggregate par value of the shares, if only shares with a

16-40  par value are therein provided for;

16-41     (b) The product of the number of shares multiplied by $1,

16-42  regardless of any lesser amount prescribed as the value or

16-43  consideration for which shares may be issued and disposed of, if

16-44  only shares without par value are therein provided for; or

17-1      (c) The aggregate par value of the shares with a par value plus

17-2  the product of the number of shares without par value multiplied by

17-3  $1, regardless of any lesser amount prescribed as the value or

17-4  consideration for which the shares without par value may be issued

17-5  and disposed of, if shares with and without par value are therein

17-6  provided for.

17-7  For the purposes of this subsection, shares with no prescribed par

17-8  value shall be deemed shares without par value.

17-9      4.  The Secretary of State shall calculate filing fees pursuant to

17-10  this section with respect to shares with a par value of less than one-

17-11  tenth of a cent as if the par value were one-tenth of a cent.

17-12     Sec. 16.  NRS 78.765 is hereby amended to read as follows:

17-13     78.765  1.  The fee for filing a certificate changing the number

17-14  of authorized shares pursuant to NRS 78.209 or a certificate of

17-15  amendment to articles of incorporation that increases the

17-16  corporation’s authorized stock or a certificate of correction that

17-17  increases the corporation’s authorized stock is the difference

17-18  between the fee computed at the rates specified in NRS 78.760 upon

17-19  the total authorized stock of the corporation, including the proposed

17-20  increase, and the fee computed at the rates specified in NRS 78.760

17-21  upon the total authorized capital, excluding the proposed increase.

17-22  In no case may the amount be less than [$150.] $175.

17-23     2.  The fee for filing a certificate of amendment to articles of

17-24  incorporation that does not increase the corporation’s authorized

17-25  stock or a certificate of correction that does not increase the

17-26  corporation’s authorized stock is [$150.] $175.

17-27     3.  The fee for filing a certificate or an amended certificate

17-28  pursuant to NRS 78.1955 is [$150.] $175.

17-29     4.  The fee for filing a certificate of termination pursuant to

17-30  NRS [78.1955, 78.209 or] 78.209, 78.380 or 78.390 or a certificate

17-31  of withdrawal pursuant to NRS 78.1955 is [$150.] $175.

17-32     Sec. 16.2.  NRS 78.767 is hereby amended to read as follows:

17-33     78.767  1.  The fee for filing a certificate of restated articles of

17-34  incorporation that does not increase the corporation’s authorized

17-35  stock is [$150.] $175.

17-36     2.  The fee for filing a certificate of restated articles of

17-37  incorporation that increases the corporation’s authorized stock is the

17-38  difference between the fee computed pursuant to NRS 78.760 based

17-39  upon the total authorized stock of the corporation, including the

17-40  proposed increase, and the fee computed pursuant to NRS 78.760

17-41  based upon the total authorized stock of the corporation, excluding

17-42  the proposed increase. In no case may the amount be less than

17-43  [$150.] $175.

 

 

18-1      Sec. 16.4.  NRS 78.780 is hereby amended to read as follows:

18-2      78.780  1.  The fee for filing a certificate of extension of

18-3  corporate existence of any corporation is an amount equal to one-

18-4  fourth of the fee computed at the rates specified in NRS 78.760 for

18-5  filing articles of incorporation.

18-6      2.  The fee for filing a certificate of dissolution whether it

18-7  occurs before or after payment of capital and beginning of business

18-8  is [$60.] $75.

18-9      Sec. 16.6.  NRS 78.785 is hereby amended to read as follows:

18-10     78.785  1.  The fee for filing a certificate of change of location

18-11  of a corporation’s registered office and resident agent, or a new

18-12  designation of resident agent, is [$30.] $60.

18-13     2.  The fee for certifying articles of incorporation where a copy

18-14  is provided is [$20.] $30.

18-15     3.  The fee for certifying a copy of an amendment to articles of

18-16  incorporation, or to a copy of the articles as amended, where a copy

18-17  is furnished, is [$20.] $30.

18-18     4.  The fee for certifying an authorized printed copy of the

18-19  general corporation law as compiled by the Secretary of State is

18-20  [$20.] $30.

18-21     5.  The fee for reserving a corporate name is [$20.] $25.

18-22     6.  The fee for executing a certificate of corporate existence

18-23  which does not list the previous documents relating to the

18-24  corporation, or a certificate of change in a corporate name, is [$40.]

18-25  $50.

18-26     7.  The fee for executing a certificate of corporate existence

18-27  which lists the previous documents relating to the corporation is

18-28  [$40.] $50.

18-29     8.  The fee for executing, certifying or filing any certificate or

18-30  document not provided for in NRS 78.760 to 78.785, inclusive, is

18-31  [$40.] $50.

18-32     9.  The fee for copies made at the Office of the Secretary of

18-33  State is [$1] $2 per page.

18-34     10.  The fees for filing articles of incorporation, articles of

18-35  merger, or certificates of amendment increasing the basic surplus of

18-36  a mutual or reciprocal insurer must be computed pursuant to NRS

18-37  78.760, 78.765 and 92A.210, on the basis of the amount of basic

18-38  surplus of the insurer.

18-39     11.  The fee for examining and provisionally approving any

18-40  document at any time before the document is presented for filing is

18-41  [$100.] $125.

18-42     Sec. 16.8.  NRS 78.795 is hereby amended to read as follows:

18-43     78.795  1.  Any natural person or corporation residing or

18-44  located in this state may [, on or after January 1 of any year but

18-45  before January 31 of that year,] register for that calendar year his

19-1  willingness to serve as the resident agent of a domestic or foreign

19-2  corporation, limited-liability company or limited partnership with

19-3  the Secretary of State. The registration must state the full, legal

19-4  name of the person or corporation willing to serve as the resident

19-5  agent and be accompanied by a fee of [$250] $500 per office

19-6  location of the resident agent.

19-7      2.  The Secretary of State shall maintain a list of those persons

19-8  who are registered pursuant to subsection 1 and make the list

19-9  available to persons seeking to do business in this state.

19-10     3.  The Secretary of State may amend any information

19-11  provided in the list if a person who is included in the list:

19-12     (a) Requests the amendment; and

19-13     (b) Pays a fee of $50.

19-14     4.  The Secretary of State may adopt regulations prescribing

19-15  the content, maintenance and presentation of the list.

19-16     Sec. 17.  Chapter 78A of NRS is hereby amended by adding

19-17  thereto a new section to read as follows:

19-18     1.  Each document filed with the Secretary of State pursuant

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

19-20  the Secretary of State.

19-21     2.  The Secretary of State may refuse to file a document which

19-22  does not comply with subsection 1 or which does not contain all of

19-23  the information required by statute for filing the document.

19-24     3.  If the provisions of the form prescribed by the Secretary of

19-25  State conflict with the provisions of any document that is

19-26  submitted for filing with the form:

19-27     (a) The provisions of the form control for all purposes with

19-28  respect to the information that is required by statute to appear in

19-29  the document in order for the document to be filed; and

19-30     (b) Unless otherwise provided in the document, the provisions

19-31  of the document control in every other situation.

19-32     4.  The Secretary of State may by regulation provide for the

19-33  electronic filing of documents with the Office of the Secretary of

19-34  State.

19-35     Sec. 18.  Chapter 80 of NRS is hereby amended by adding

19-36  thereto the provisions set forth as sections 19 and 20 of this act.

19-37     Sec. 19.  1.  Each document filed with the Secretary of State

19-38  pursuant to this chapter must be on or accompanied by a form

19-39  prescribed by the Secretary of State.

19-40     2.  The Secretary of State may refuse to file a document which

19-41  does not comply with subsection 1 or which does not contain all of

19-42  the information required by statute for filing the document.

19-43     3.  If the provisions of the form prescribed by the Secretary of

19-44  State conflict with the provisions of any document that is

19-45  submitted for filing with the form:

20-1      (a) The provisions of the form control for all purposes with

20-2  respect to the information that is required by statute to appear in

20-3  the document in order for the document to be filed; and

20-4      (b) Unless otherwise provided in the document, the provisions

20-5  of the document control in every other situation.

20-6      4.  The Secretary of State may by regulation provide for the

20-7  electronic filing of documents with the Office of the Secretary of

20-8  State.

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

20-10  a foreign corporation applies to reinstate its charter but its name

20-11  has been legally reserved or acquired by another artificial person

20-12  formed, organized, registered or qualified pursuant to the

20-13  provisions of this title whose name is on file with the Office of the

20-14  Secretary of State or reserved in the Office of the Secretary of

20-15  State pursuant to the provisions of this title, the foreign

20-16  corporation must in its application for reinstatement submit in

20-17  writing to the Secretary of State some other name under which it

20-18  desires its existence to be reinstated. If that name is

20-19  distinguishable from all other names reserved or otherwise on file,

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

20-21  that new name.

20-22     2.  If the applying foreign corporation submits the written,

20-23  acknowledged consent of the artificial person having a name, or

20-24  the person who has reserved a name, which is not distinguishable

20-25  from the old name of the applying foreign corporation or a new

20-26  name it has submitted, it may be reinstated under that name.

20-27     3.  For the purposes of this section, a proposed name is not

20-28  distinguishable from a name on file or reserved solely because one

20-29  or the other contains distinctive lettering, a distinctive mark, a

20-30  trademark or a trade name, or any combination thereof.

20-31     4.  The Secretary of State may adopt regulations that interpret

20-32  the requirements of this section.

20-33     Sec. 21.  NRS 80.005 is hereby amended to read as follows:

20-34     80.005  The Secretary of State may microfilm or image any

20-35  document which is filed in his office by a foreign corporation

20-36  pursuant to this chapter and may return the original document to the

20-37  corporation.

20-38     Sec. 22.  NRS 80.007 is hereby amended to read as follows:

20-39     80.007  1.  A foreign corporation may correct a document filed

20-40  by the Secretary of State if the document contains an incorrect

20-41  statement or was defectively executed, attested, sealed or verified.

20-42     2.  To correct a document, the corporation [shall:] must:

20-43     (a) Prepare a certificate of correction which:

20-44         (1) States the name of the corporation;

21-1          (2) Describes the document, including, without limitation, its

21-2  filing date;

21-3          (3) Specifies the [incorrect statement and the reason it is

21-4  incorrect or the manner in which the execution was defective;

21-5          (4) Corrects the incorrect statement or defective execution;]

21-6  inaccuracy or defect;

21-7          (4) Sets forth the inaccurate or defective portion of the

21-8  document in an accurate or corrected form; and

21-9          (5) Is signed by an officer of the corporation[; and] or, if no

21-10  stock has been issued by the corporation, by the incorporator or a

21-11  director of the corporation.

21-12     (b) Deliver the certificate to the Secretary of State for filing.

21-13     (c) Pay a filing fee of $175 to the Secretary of State.

21-14     3.  A certificate of correction is effective on the effective date

21-15  of the document it corrects except as to persons relying on the

21-16  uncorrected document and adversely affected by the correction. As

21-17  to those persons, the certificate is effective when filed.

21-18     Sec. 23.  NRS 80.010 is hereby amended to read as follows:

21-19     80.010  1.  Before commencing or doing any business in this

21-20  state, each corporation organized pursuant to the laws of another

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

21-22  States or a foreign country, that enters this state to do business must:

21-23     (a) File in the Office of the Secretary of State of this state:

21-24         (1) A certificate of corporate existence issued not more than

21-25  90 days before the date of filing by an authorized officer of the

21-26  jurisdiction of its incorporation setting forth the filing of documents

21-27  and instruments related to the articles of incorporation, or the

21-28  governmental acts or other instrument or authority by which the

21-29  corporation was created. If the certificate is in a language other than

21-30  English, a translation, together with the oath of the translator and his

21-31  attestation of its accuracy, must be attached to the certificate.

21-32         (2) A certificate of acceptance of appointment executed by

21-33  its resident agent, who must be a resident or located in this state.

21-34  The certificate must set forth the name of the resident agent, his

21-35  street address for the service of process, and his mailing address if

21-36  different from his street address. The street address of the resident

21-37  agent is the registered office of the corporation in this state.

21-38         (3) A statement executed by an officer of the corporation

21-39  setting forth:

21-40             (I) A general description of the purposes of the

21-41  corporation; and

21-42             (II) The authorized stock of the corporation and the

21-43  number and par value of shares having par value and the number of

21-44  shares having no par value.

22-1      (b) Lodge in the Office of the Secretary of State a copy of the

22-2  document most recently filed by the corporation in the jurisdiction

22-3  of its incorporation setting forth the authorized stock of the

22-4  corporation, the number of par-value shares and their par value, and

22-5  the number of no-par-value shares.

22-6      2.  The Secretary of State shall not file the documents required

22-7  by subsection 1 for any foreign corporation whose name is not

22-8  distinguishable on the records of the Secretary of State from the

22-9  names of all other artificial persons formed, organized, registered or

22-10  qualified pursuant to the provisions of this title that are on file in the

22-11  Office of the Secretary of State and all names that are reserved in

22-12  the Office of the Secretary of State pursuant to the provisions of this

22-13  title, unless the written, acknowledged consent of the holder of the

22-14  name on file or reserved name to use the same name or the

22-15  requested similar name accompanies the articles of incorporation.

22-16     3.  For the purposes of this section and NRS 80.012, a

22-17  proposed name is not distinguishable from a name on file or

22-18  reserved solely because one or the other names contains distinctive

22-19  lettering, a distinctive mark, a trademark or trade name, or any

22-20  combination thereof.

22-21     4.  The name of a foreign corporation whose charter has been

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

22-23  whose existence has otherwise terminated is available for use by

22-24  any other artificial person.

22-25     5.  The Secretary of State shall not accept for filing the

22-26  documents required by subsection 1 or NRS 80.110 for any foreign

22-27  corporation if the name of the corporation contains the words

22-28  “engineer,” “engineered,” “engineering,” “professional engineer,”

22-29  “registered engineer” or “licensed engineer” unless the State Board

22-30  of Professional Engineers and Land Surveyors certifies that:

22-31     (a) The principals of the corporation are licensed to practice

22-32  engineering pursuant to the laws of this state; or

22-33     (b) The corporation is exempt from the prohibitions of

22-34  NRS 625.520.

22-35     [4.] 6. The Secretary of State shall not accept for filing the

22-36  documents required by subsection 1 or NRS 80.110 for any foreign

22-37  corporation if it appears from the documents that the business to be

22-38  carried on by the corporation is subject to supervision by the

22-39  Commissioner of Financial Institutions, unless the Commissioner

22-40  certifies that:

22-41     (a) The corporation has obtained the authority required to do

22-42  business in this state; or

22-43     (b) The corporation is not subject to or is exempt from the

22-44  requirements for obtaining such authority.

23-1      [5.] 7. The Secretary of State shall not accept for filing the

23-2  documents required by subsection 1 or NRS 80.110 for any foreign

23-3  corporation if the name of the corporation contains the words

23-4  “accountant,” “accounting,” “accountancy,” “auditor” or “auditing”

23-5  unless the Nevada State Board of Accountancy certifies that the

23-6  foreign corporation:

23-7      (a) Is registered pursuant to the provisions of chapter 628 of

23-8  NRS; or

23-9      (b) Has filed with the Nevada State Board of Accountancy

23-10  under penalty of perjury a written statement that the foreign

23-11  corporation is not engaged in the practice of accounting and is not

23-12  offering to practice accounting in this state.

23-13     [6.] 8. The Secretary of State may adopt regulations that

23-14  interpret the requirements of this section.

23-15     Sec. 24.  NRS 80.025 is hereby amended to read as follows:

23-16     80.025  1.  If a foreign corporation cannot qualify to do

23-17  business in this state because its name does not meet the

23-18  requirements of [subsection 2 or 3 of] NRS 80.010, it may apply for

23-19  a certificate to do business by having its board of directors adopt a

23-20  resolution setting forth the name under which the corporation elects

23-21  to do business in this state. The resolution may:

23-22     (a) Add to the existing corporate name a word, abbreviation or

23-23  other distinctive element; or

23-24     (b) Adopt a name different from its existing corporate name that

23-25  is available for use in this state.

23-26     2.  In addition to the documents required by subsection 1 of

23-27  NRS 80.010, the corporation shall file a resolution certifying the

23-28  adoption of the modified name.

23-29     3.  If the Secretary of State determines that the modified

23-30  corporate name complies with the provisions of [subsection 2 or 3]

23-31  of NRS 80.010, he shall issue the certificate in the foreign

23-32  corporation’s modified name if the foreign corporation otherwise

23-33  qualifies to do business in this state.

23-34     4.  A foreign corporation doing business in this state under a

23-35  modified corporate name approved by the Secretary of State shall

23-36  use the modified name in its dealings and communications with the

23-37  Secretary of State.

23-38     Sec. 24.3.  NRS 80.050 is hereby amended to read as follows:

23-39     80.050  1.  Except as otherwise provided in subsection 3,

23-40  foreign corporations shall pay the same fees to the Secretary of State

23-41  as are required to be paid by corporations organized pursuant to the

23-42  laws of this state, but the amount of fees to be charged must not

23-43  exceed:

23-44     (a) The sum of [$25,000] $35,000 for filing documents for

23-45  initial qualification; or

24-1      (b) The sum of [$25,000] $35,000 for each subsequent filing of

24-2  a certificate increasing authorized capital stock.

24-3      2.  If the corporate documents required to be filed set forth only

24-4  the total number of shares of stock the corporation is authorized to

24-5  issue without reference to value, the authorized shares shall be

24-6  deemed to be without par value and the filing fee must be computed

24-7  pursuant to paragraph (b) of subsection 3 of NRS 78.760.

24-8      3.  Foreign corporations which are nonprofit corporations and

24-9  do not have or issue shares of stock shall pay the same fees to the

24-10  Secretary of State as are required to be paid by nonprofit

24-11  corporations organized pursuant to the laws of this state.

24-12     4.  The fee for filing a notice of withdrawal from the State of

24-13  Nevada by a foreign corporation is [$60.] $75.

24-14     Sec. 24.7.  NRS 80.070 is hereby amended to read as follows:

24-15     80.070  1.  A foreign corporation may change its resident

24-16  agent by filing with the Secretary of State:

24-17     (a) A certificate of change [,] of resident agent, signed by an

24-18  officer of the corporation, setting forth:

24-19         (1) The name of the corporation;

24-20         (2) The name and street address of the present resident agent;

24-21  and

24-22         (3) The name and street address of the new resident agent;

24-23  and

24-24     (b) A certificate of acceptance executed by the new resident

24-25  agent, which must be a part of or attached to the certificate of

24-26  change [. The change authorized by this subsection becomes

24-27  effective upon the filing of the certificate of change.] of resident

24-28  agent.

24-29     2.  If the name of a resident agent is changed as a result of a

24-30  merger, conversion, exchange, sale, reorganization or

24-31  amendment, the resident agent shall:

24-32     (a) File with the Secretary of State a certificate of name

24-33  change of resident agent that includes:

24-34         (1) The current name of the resident agent as filed with the

24-35  Secretary of State;

24-36         (2) The new name of the resident agent; and

24-37         (3) The name and file number of each artificial person

24-38  formed, organized, registered or qualified pursuant to the

24-39  provisions of this title that the resident agent represents; and

24-40     (b) Pay to the Secretary of State a filing fee of $100.

24-41     3.  A change authorized by subsection 1 or 2 becomes effective

24-42  upon the filing of the proper certificate of change.

24-43     4.  A [person who has been designated by a foreign corporation

24-44  as] resident agent [may file] who desires to resign shall:

25-1      (a) File with the Secretary of State a signed statement in the

25-2  manner provided pursuant to subsection 1 of NRS 78.097 that he is

25-3  unwilling to continue to act as the resident agent of the corporation

25-4  for the service of process [.

25-5      3.] ; and

25-6      (b) Pay to the Secretary of State the filing fee set forth in

25-7  subsection 1 of NRS 78.097.

25-8  A resignation is not effective until the signed statement is filed

25-9  with the Secretary of State.

25-10     5. Upon the filing of the statement of resignation with the

25-11  Secretary of State, the capacity of the resigning person as resident

25-12  agent terminates. If the statement of resignation is not accompanied

25-13  by a statement of the corporation appointing a successor resident

25-14  agent, the resigning resident agent shall give written notice, by mail,

25-15  to the corporation, of the filing of the statement and its effect. The

25-16  notice must be addressed to any officer of the corporation other than

25-17  the resident agent.

25-18     [4.] 6. If a resident agent dies, resigns or moves from the State,

25-19  the corporation, within 30 days thereafter, shall file with the

25-20  Secretary of State a certificate of acceptance executed by the new

25-21  resident agent. The certificate must set forth the name of the new

25-22  resident agent, his street address for the service of process, and his

25-23  mailing address if different from his street address.

25-24     [5.] 7. A corporation that fails to file a certificate of acceptance

25-25  executed by a new resident agent within 30 days after the death,

25-26  resignation or removal of its resident agent shall be deemed in

25-27  default and is subject to the provisions of NRS 80.150 and 80.160.

25-28     Sec. 25.  NRS 80.110 is hereby amended to read as follows:

25-29     80.110  1.  Each foreign corporation doing business in this

25-30  state shall, on or before the [first] last day of the [second] first

25-31  month after the filing of its certificate of corporate existence with

25-32  the Secretary of State, and annually thereafter on or before the last

25-33  day of the month in which the anniversary date of its qualification to

25-34  do business in this state occurs in each year, file with the Secretary

25-35  of State a list, on a form furnished by him, that contains:

25-36     (a) The names and addresses, either residence or business, of

25-37  its president, secretary and treasurer , or [their equivalent,] the

25-38  equivalent thereof, and all of its directors;

25-39     (b) [A designation of its] The name and street address of the

25-40  lawfully designated resident agent of the corporation in this state;

25-41  and

25-42     (c) The signature of an officer of the corporation.

25-43  Each list filed pursuant to this subsection must be accompanied by a

25-44  declaration under penalty of perjury that the foreign corporation has

25-45  complied with the provisions of chapter 364A of NRS[.] and which

26-1  acknowledges that pursuant to NRS 239.330 it is a category C

26-2  felony to knowingly offer any false or forged instrument for filing

26-3  with the Office of the Secretary of State.

26-4      2.  Upon filing:

26-5      (a) The initial list required by subsection 1, the corporation shall

26-6  pay to the Secretary of State a fee of [$165.] $125.

26-7      (b) Each annual list required by subsection 1, the corporation

26-8  shall pay to the Secretary of State [a fee of $85.] , if the amount

26-9  represented by the total number of shares provided for in the

26-10  articles is:

26-11  $75,000 or less................................ $125

26-12  Over $75,000 and not over $200,000175

26-13  Over $200,000 and not over $500,000275

26-14  Over $500,000 and not over $1,000,000   375

26-15  Over $1,000,000:

26-16     For the first $1,000,000................ 375

26-17     For each additional $500,000 or fraction thereof   275

26-18  The maximum fee which may be charged pursuant to paragraph

26-19  (b) for filing the annual list is $11,100.

26-20     3.  If a director or officer of a corporation resigns and the

26-21  resignation is not made in conjunction with the filing of an

26-22  annual or amended list of directors and officers, the corporation

26-23  shall pay to the Secretary of State a fee of $75 to file the

26-24  resignation of the director or officer.

26-25     4.  The Secretary of State shall, 60 days before the last day for

26-26  filing each annual list required by subsection 1, cause to be mailed

26-27  to each corporation which is required to comply with the provisions

26-28  of NRS 80.110 to 80.170, inclusive, and which has not become

26-29  delinquent, the blank forms to be completed and filed with him.

26-30  Failure of any corporation to receive the forms does not excuse it

26-31  from the penalty imposed by the provisions of NRS 80.110 to

26-32  80.170, inclusive.

26-33     [4.] 5. An annual list for a corporation not in default which is

26-34  received by the Secretary of State more than [60] 90 days before its

26-35  due date shall be deemed an amended list for the previous year and

26-36  does not satisfy the requirements of subsection 1 for the year to

26-37  which the due date is applicable.

26-38     Sec. 26.  NRS 80.120 is hereby amended to read as follows:

26-39     80.120  If a corporation has filed the initial or annual list in

26-40  compliance with NRS 80.110 and has paid the appropriate fee for

26-41  the filing, the cancelled check or other proof of payment received

26-42  by the corporation constitutes a certificate authorizing it to transact

26-43  its business within this state until the last day of the month in which

26-44  the anniversary of its qualification to transact business occurs in the

26-45  next succeeding calendar year. [If the corporation desires a formal

27-1  certificate upon its payment of the initial or annual fee, its payment

27-2  must be accompanied by a self-addressed, stamped envelope.]

27-3      Sec. 27.  NRS 80.140 is hereby amended to read as follows:

27-4      80.140  1.  [Every] Each list required to be filed under the

27-5  provisions of NRS 80.110 to 80.170, inclusive, must, after the name

27-6  of each officer and director listed thereon, set forth the [post office

27-7  box or street] address, either residence or business, of each officer

27-8  and director.

27-9      2.  If the addresses are not stated for each person on any list

27-10  offered for filing, the Secretary of State may refuse to file the list,

27-11  and the corporation for which the list has been offered for filing is

27-12  subject to all the provisions of NRS 80.110 to 80.170, inclusive,

27-13  relating to failure to file the list within or at the times therein

27-14  specified, unless a list is subsequently submitted for filing which

27-15  conforms to the provisions of this section.

27-16     Sec. 28.  NRS 80.150 is hereby amended to read as follows:

27-17     80.150  1.  Any corporation required to make a filing and pay

27-18  the fee prescribed in NRS 80.110 to 80.170, inclusive, which refuses

27-19  or neglects to do so within the time provided[,] is in default.

27-20     2.  For default there must be added to the amount of the fee a

27-21  penalty of [$50,] $75 and unless the filing is made and the fee and

27-22  penalty are paid on or before the [first day of the ninth month

27-23  following the month] last day of the month in which the

27-24  anniversary date of incorporation occurs in which filing was

27-25  required, the defaulting corporation by reason of its default forfeits

27-26  its right to transact any business within this state. The fee and

27-27  penalty must be collected as provided in this chapter.

27-28     Sec. 29.  NRS 80.160 is hereby amended to read as follows:

27-29     80.160  1.  The Secretary of State shall notify, by [letter

27-30  addressed] providing written notice to its resident agent, each

27-31  corporation deemed in default pursuant to NRS 80.150. The written

27-32  notice [must be accompanied by] :

27-33     (a) Must include a statement indicating the amount of the filing

27-34  fee, penalties incurred and costs remaining unpaid.

27-35     (b) At the request of the resident agent, may be provided

27-36  electronically.

27-37     2.  Immediately after the [first day of the ninth month following

27-38  the month in which filing was required,] last day of the month in

27-39  which the anniversary date of incorporation occurs, the Secretary

27-40  of State shall compile a [full and] complete list containing the names

27-41  of all corporations whose right to [do] transact business has been

27-42  forfeited.

27-43     3.  The Secretary of State shall notify, by [letter addressed]

27-44  providing written notice to its resident agent, each corporation

28-1  specified in subsection 2 of the forfeiture of its right to do business.

28-2  The written notice [must be accompanied by] :

28-3      (a) Must include a statement indicating the amount of the filing

28-4  fee, penalties incurred and costs remaining unpaid.

28-5      (b) At the request of the resident agent, may be provided

28-6  electronically.

28-7      Sec. 30.  NRS 80.170 is hereby amended to read as follows:

28-8      80.170  1.  Except as otherwise provided in subsections 3 and

28-9  4, the Secretary of State shall reinstate a corporation which has

28-10  forfeited or which forfeits its right to transact business under the

28-11  provisions of this chapter and shall restore to the corporation its

28-12  right to transact business in this state, and to exercise its corporate

28-13  privileges and immunities , if it:

28-14     (a) Files with the Secretary of State [a] :

28-15         (1) The list as provided in NRS 80.110 and 80.140; and

28-16         (2) A certificate of acceptance of appointment signed by its

28-17  resident agent; and

28-18     (b) Pays to the Secretary of State:

28-19         (1) The filing fee and penalty set forth in NRS 80.110 and

28-20  80.150 for each year or portion thereof that its right to transact

28-21  business was forfeited; and

28-22         (2) A fee of [$200] $300 for reinstatement.

28-23     2.  [If payment is made and] When the Secretary of State

28-24  reinstates the corporation , [to its former rights,] he shall[:

28-25     (a) Immediately issue and deliver to the corporation so

28-26  reinstated a certificate of reinstatement authorizing it to transact

28-27  business in the same manner as if the filing fee had been paid when

28-28  due; and

28-29     (b) Upon demand,] issue to the corporation [one or more

28-30  certified copies of the] a certificate of reinstatement [.] if the

28-31  corporation:

28-32     (a) Requests a certificate of reinstatement; and

28-33     (b) Pays the required fees pursuant to subsection 8 of

28-34  NRS 78.785.

28-35     3.  The Secretary of State shall not order a reinstatement unless

28-36  all delinquent fees and penalties have been paid[,] and the

28-37  revocation of the right to transact business occurred only by reason

28-38  of failure to pay the fees and penalties.

28-39     4.  If the right of a corporation to transact business in this state

28-40  has been forfeited pursuant to the provisions of NRS 80.160 and has

28-41  remained forfeited for a period of 5 consecutive years, the right is

28-42  not subject to reinstatement.

28-43     Sec. 30.5.  NRS 80.190 is hereby amended to read as follows:

28-44     80.190  1.  Except as otherwise provided in subsection 2, each

28-45  foreign corporation doing business in this state shall, not later than

29-1  the month of March in each year, publish a statement of its last

29-2  calendar year’s business in two numbers or issues of a newspaper

29-3  published in this state [.] that has a total weekly circulation of at

29-4  least 1,000. The statement must include:

29-5      (a) The name of the corporation.

29-6      (b) The name and title of the corporate officer submitting the

29-7  statement.

29-8      (c) The mailing or street address of the corporation’s principal

29-9  office.

29-10     (d) The mailing or street address of the corporation’s office in

29-11  this state, if one exists.

29-12     (e) The total assets and liabilities of the corporation at the end

29-13  of the year.

29-14     2.  If the corporation keeps its records on the basis of a fiscal

29-15  year other than the calendar, the statement required by subsection 1

29-16  must be published not later than the end of the third month

29-17  following the close of each fiscal year.

29-18     3.  A corporation which neglects or refuses to publish a

29-19  statement as required by this section is liable to a penalty of $100

29-20  for each month that the statement remains unpublished.

29-21     4.  Any district attorney in the State or the Attorney General

29-22  may sue to recover the penalty. The first county suing through its

29-23  district attorney shall recover the penalty, and if no suit is brought

29-24  for the penalty by any district attorney, the State may recover

29-25  through the Attorney General.

29-26     Sec. 31.  Chapter 81 of NRS is hereby amended by adding

29-27  thereto the provisions set forth as sections 32 and 33 of this act.

29-28     Sec. 32.  1.  Each document filed with the Secretary of State

29-29  pursuant to this chapter must be on or accompanied by a form

29-30  prescribed by the Secretary of State.

29-31     2.  The Secretary of State may refuse to file a document which

29-32  does not comply with subsection 1 or which does not contain all of

29-33  the information required by statute for filing the document.

29-34     3.  If the provisions of the form prescribed by the Secretary of

29-35  State conflict with the provisions of any document that is

29-36  submitted for filing with the form:

29-37     (a) The provisions of the form control for all purposes with

29-38  respect to the information that is required by statute to appear in

29-39  the document in order for the document to be filed; and

29-40     (b) Unless otherwise provided in the document, the provisions

29-41  of the document control in every other situation.

29-42     4.  The Secretary of State may by regulation provide for the

29-43  electronic filing of documents with the Office of the Secretary of

29-44  State.

30-1      Sec. 33.  1.  A nonprofit cooperative corporation, a

30-2  cooperative association, a charitable organization or any other

30-3  entity formed under the provisions of this chapter may correct a

30-4  document filed by the Secretary of State with respect to the entity if

30-5  the document contains an inaccurate record of an action

30-6  described in the document or was defectively executed, attested,

30-7  sealed, verified or acknowledged.

30-8      2.  To correct a document, the entity must:

30-9      (a) Prepare a certificate of correction which:

30-10         (1) States the name of the entity;

30-11         (2) Describes the document, including, without limitation,

30-12  its filing date;

30-13         (3) Specifies the inaccuracy or defect;

30-14         (4) Sets forth the inaccurate or defective portion of the

30-15  document in an accurate or corrected form; and

30-16         (5) Is signed by an officer of the entity or, if the certificate

30-17  is filed before the first meeting of the board of directors, by an

30-18  incorporator or director.

30-19     (b) Deliver the certificate to the Secretary of State for filing.

30-20     (c) Pay a filing fee of $25 to the Secretary of State.

30-21     3.  A certificate of correction is effective on the effective date

30-22  of the document it corrects except as to persons relying on the

30-23  uncorrected document and adversely affected by the correction. As

30-24  to those persons, the certificate is effective when filed.

30-25     Sec. 34.  NRS 81.200 is hereby amended to read as follows:

30-26     81.200  1.  [Every] Each association formed under NRS

30-27  81.170 to 81.270, inclusive, shall prepare articles of association in

30-28  writing, setting forth:

30-29     (a) The name of the association.

30-30     (b) The purpose for which it is formed.

30-31     (c) The name of the person designated as the resident agent, the

30-32  street address for service of process, and the mailing address if

30-33  different from the street address.

30-34     (d) The term for which it is to exist, which may be perpetual.

30-35     (e) The [number of the directors thereof, and the] names and

30-36  [residences of those] addresses, either residence or business, of the

30-37  directors selected for the first year.

30-38     (f) The amount which each member is to pay upon admission as

30-39  a fee for membership, and that each member signing the articles has

30-40  actually paid the fee.

30-41     (g) That the interest and right of each member therein is to be

30-42  equal.

30-43     (h) The name and [post office box or street] address, either

30-44  residence or business, of each of the persons executing the articles

30-45  of association.

31-1      2.  The articles of association must be subscribed by the

31-2  original associates or members.

31-3      3.  The articles so subscribed must be filed, together with a

31-4  certificate of acceptance of appointment executed by the resident

31-5  agent for the association, in the Office of the Secretary of State, who

31-6  shall furnish a certified copy thereof. From the time of the filing in

31-7  the Office of the Secretary of State, the association may exercise all

31-8  the powers for which it was formed.

31-9      Sec. 35.  Chapter 82 of NRS is hereby amended by adding

31-10  thereto the provisions set forth as sections 36 to 44, inclusive, of this

31-11  act.

31-12     Sec. 36.  1.  Each document filed with the Secretary of State

31-13  pursuant to this chapter must be on or accompanied by a form

31-14  prescribed by the Secretary of State.

31-15     2.  The Secretary of State may refuse to file a document which

31-16  does not comply with subsection 1 or which does not contain all of

31-17  the information required by statute for filing the document.

31-18     3.  If the provisions of the form prescribed by the Secretary of

31-19  State conflict with the provisions of any document that is

31-20  submitted for filing with the form:

31-21     (a) The provisions of the form control for all purposes with

31-22  respect to the information that is required by statute to appear in

31-23  the document in order for the document to be filed; and

31-24     (b) Unless otherwise provided in the document, the provisions

31-25  of the document control in every other situation.

31-26     4.  The Secretary of State may by regulation provide for the

31-27  electronic filing of documents with the Office of the Secretary of

31-28  State.

31-29     Sec. 37.  1.  A corporation may correct a document filed by

31-30  the Secretary of State with respect to the corporation if the

31-31  document contains an inaccurate record of a corporate action

31-32  described in the document or was defectively executed, attested,

31-33  sealed, verified or acknowledged.

31-34     2.  To correct a document, the corporation must:

31-35     (a) Prepare a certificate of correction which:

31-36         (1) States the name of the corporation;

31-37         (2) Describes the document, including, without limitation,

31-38  its filing date;

31-39         (3) Specifies the inaccuracy or defect;

31-40         (4) Sets forth the inaccurate or defective portion of the

31-41  document in an accurate or corrected form; and

31-42         (5) Is signed by an officer of the corporation or, if the

31-43  certificate is filed before the first meeting of the board of directors,

31-44  by an incorporator or director.

31-45     (b) Deliver the certificate to the Secretary of State for filing.

32-1      (c) Pay a filing fee of $25 to the Secretary of State.

32-2      3.  A certificate of correction is effective on the effective date

32-3  of the document it corrects except as to persons relying on the

32-4  uncorrected document and adversely affected by the correction. As

32-5  to those persons, the certificate is effective when filed.

32-6      Sec. 38.  1.  Each foreign nonprofit corporation doing

32-7  business in this state shall, on or before the last day of the first

32-8  month after the filing of its application for registration as a

32-9  foreign nonprofit corporation with the Secretary of State, and

32-10  annually thereafter on or before the last day of the month in

32-11  which the anniversary date of its qualification to do business in

32-12  this state occurs in each year, file with the Secretary of State a list,

32-13  on a form furnished by him, that contains:

32-14     (a) The name of the foreign nonprofit corporation;

32-15     (b) The file number of the foreign nonprofit corporation, if

32-16  known;

32-17     (c) The names and titles of the president, secretary and

32-18  treasurer, or the equivalent thereof, and all of the directors of the

32-19  foreign nonprofit corporation;

32-20     (d) The address, either residence or business, of the president,

32-21  secretary and treasurer, or the equivalent thereof, and each

32-22  director of the foreign nonprofit corporation;

32-23     (e) The name and address of its resident agent in this state;

32-24  and

32-25     (f) The signature of an officer of the foreign nonprofit

32-26  corporation certifying that the list is true, complete and accurate.

32-27     2.  Each list filed pursuant to this section must be

32-28  accompanied by a declaration under penalty of perjury that the

32-29  foreign nonprofit corporation:

32-30     (a) Has complied with the provisions of chapter 364A of NRS;

32-31  and

32-32     (b) Acknowledges that pursuant to NRS 239.330 it is a

32-33  category C felony to knowingly offer any false or forged

32-34  instrument for filing with the Office of the Secretary of State.

32-35     3.  Upon filing the initial list and each annual list pursuant to

32-36  this section, the foreign nonprofit corporation must pay to the

32-37  Secretary of State a fee of $25.

32-38     4.  The Secretary of State shall, 60 days before the last day for

32-39  filing each annual list, cause to be mailed to each foreign

32-40  nonprofit corporation which is required to comply with the

32-41  provisions of sections 38 to 44, inclusive, of this act, and which

32-42  has not become delinquent, the blank forms to be completed and

32-43  filed with him. Failure of any foreign nonprofit corporation to

32-44  receive the forms does not excuse it from the penalty imposed by

32-45  the provisions of sections 38 to 44, inclusive, of this act.

33-1      5.  An annual list for a foreign nonprofit corporation not in

33-2  default that is received by the Secretary of State more than 90 days

33-3  before its due date shall be deemed an amended list for the

33-4  previous year and does not satisfy the requirements of subsection 1

33-5  for the year to which the due date is applicable.

33-6      Sec. 39.  If a foreign nonprofit corporation has filed the

33-7  initial or annual list in compliance with section 38 of this act and

33-8  has paid the appropriate fee for the filing, the cancelled check or

33-9  other proof of payment received by the foreign nonprofit

33-10  corporation constitutes a certificate authorizing it to transact its

33-11  business within this state until the last day of the month in which

33-12  the anniversary of its qualification to transact business occurs in

33-13  the next succeeding calendar year.

33-14     Sec. 40.  1.  Each list required to be filed under the

33-15  provisions of sections 38 to 44, inclusive, of this act must, after the

33-16  name of each officer listed thereon, set forth the address, either

33-17  residence or business, of each officer.

33-18     2.  If the addresses are not stated for each person on any list

33-19  offered for filing, the Secretary of State may refuse to file the list,

33-20  and the foreign nonprofit corporation for which the list has been

33-21  offered for filing is subject to all the provisions of sections 38 to

33-22  44, inclusive, of this act relating to failure to file the list within or

33-23  at the times therein specified, unless a list is subsequently

33-24  submitted for filing which conforms to the provisions of this

33-25  section.

33-26     Sec. 41.  1.  Each foreign nonprofit corporation required to

33-27  make a filing and pay the fee prescribed in sections 38 to 44,

33-28  inclusive, of this act that refuses or neglects to do so within the

33-29  time provided is in default.

33-30     2.  For default there must be added to the amount of the fee a

33-31  penalty of $50, and unless the filing is made and the fee and

33-32  penalty are paid on or before the last day of the month in which

33-33  the anniversary date of the foreign nonprofit corporation occurs,

33-34  the defaulting foreign nonprofit corporation forfeits its right to

33-35  transact any business within this state. The fee and penalty must

33-36  be collected as provided in this chapter.

33-37     Sec. 42.  1.  The Secretary of State shall notify, by providing

33-38  written notice to its resident agent, each foreign nonprofit

33-39  corporation deemed in default pursuant to section 41 of this act.

33-40  The written notice:

33-41     (a) Must include a statement indicating the amount of the

33-42  filing fee, penalties incurred and costs remaining unpaid.

33-43     (b) At the request of the resident agent, may be provided

33-44  electronically.

34-1      2.  Immediately after the last day of the month in which the

34-2  anniversary date of incorporation occurs, the Secretary of State

34-3  shall compile a complete list containing the names of all foreign

34-4  nonprofit corporations whose right to transact business has been

34-5  forfeited.

34-6      3.  The Secretary of State shall notify, by providing written

34-7  notice to its resident agent, each foreign nonprofit corporation

34-8  specified in subsection 2 of the forfeiture of its right to transact

34-9  business. The written notice:

34-10     (a) Must include a statement indicating the amount of the

34-11  filing fee, penalties incurred and costs remaining unpaid.

34-12     (b) At the request of the resident agent, may be provided

34-13  electronically.

34-14     Sec. 43.  1.  Except as otherwise provided in subsections 3

34-15  and 4, the Secretary of State shall reinstate a foreign nonprofit

34-16  corporation which has forfeited or which forfeits its right to

34-17  transact business pursuant to the provisions of sections 38 to 44,

34-18  inclusive, of this act and restore to the foreign nonprofit

34-19  corporation its right to transact business in this state, and to

34-20  exercise its corporate privileges and immunities, if it:

34-21     (a) Files with the Secretary of State a list as provided in

34-22  sections 38 and 40 of this act; and

34-23     (b) Pays to the Secretary of State:

34-24         (1) The filing fee and penalty set forth in sections 38 and 41

34-25  of this act for each year or portion thereof that its right to transact

34-26  business was forfeited; and

34-27         (2) A fee of $100 for reinstatement.

34-28     2.  When the Secretary of State reinstates the foreign

34-29  nonprofit corporation, he shall issue to the foreign nonprofit

34-30  corporation a certificate of reinstatement if the foreign nonprofit

34-31  corporation:

34-32     (a) Requests a certificate of reinstatement; and

34-33     (b) Pays the fees as provided in subsection 8 of NRS 78.785.

34-34     3.  The Secretary of State shall not order a reinstatement

34-35  unless all delinquent fees and penalties have been paid and the

34-36  revocation of the right to transact business occurred only by

34-37  reason of failure to pay the fees and penalties.

34-38     4.  If the right of a foreign nonprofit corporation to transact

34-39  business in this state has been forfeited pursuant to the provisions

34-40  of section 42 of this act and has remained forfeited for a period of

34-41  5 consecutive years, the right to transact business must not be

34-42  reinstated.

34-43     Sec. 44.  1.  Except as otherwise provided in subsection 2, if

34-44  a foreign nonprofit corporation applies to reinstate its charter but

34-45  its name has been legally reserved or acquired by another artificial

35-1  person formed, organized, registered or qualified pursuant to the

35-2  provisions of this title and that name is on file with the Office of

35-3  the Secretary of State or reserved in the Office of the Secretary of

35-4  State pursuant to the provisions of this title, the foreign nonprofit

35-5  corporation must in its application for reinstatement submit in

35-6  writing to the Secretary of State some other name under which it

35-7  desires its existence to be reinstated. If that name is

35-8  distinguishable from all other names reserved or otherwise on file,

35-9  the Secretary of State shall reinstate the foreign nonprofit

35-10  corporation under that new name.

35-11     2.  If the applying foreign nonprofit corporation submits the

35-12  written, acknowledged consent of the artificial person having a

35-13  name, or who has reserved a name, which is not distinguishable

35-14  from the old name of the applying foreign nonprofit corporation

35-15  or a new name it has submitted, it may be reinstated under that

35-16  name.

35-17     3.  For the purposes of this section, a proposed name is not

35-18  distinguishable from a name on file or reserved solely because one

35-19  or the other contains distinctive lettering, a distinctive mark, a

35-20  trademark or a trade name, or any combination thereof.

35-21     4.  The Secretary of State may adopt regulations that interpret

35-22  the requirements of this section.

35-23     Sec. 45.  NRS 82.106 is hereby amended to read as follows:

35-24     82.106  1.  The Secretary of State shall not accept for filing

35-25  pursuant to this chapter any articles of incorporation or any

35-26  certificate of amendment of articles of incorporation of any

35-27  corporation formed or existing pursuant to this chapter if the name

35-28  of the corporation contains the words “trust,” “engineer,”

35-29  “engineered,” “engineering,” “professional engineer” or “licensed

35-30  engineer.”

35-31     2.  The Secretary of State shall not accept for filing any articles

35-32  of incorporation or any certificate of amendment of articles of

35-33  incorporation of any corporation formed or existing under this

35-34  chapter when it appears from the articles or the certificate of

35-35  amendment that the business to be carried on by the corporation is

35-36  subject to supervision by the Commissioner of Insurance.

35-37     3.  The Secretary of State shall not accept for filing pursuant to

35-38  this chapter any articles of incorporation or any certificate of

35-39  amendment of articles of incorporation of any corporation formed or

35-40  existing pursuant to this chapter if the name of the corporation

35-41  contains the words “accountant,” “accounting,” “accountancy,”

35-42  “auditor” or “auditing.”

35-43     4.  The Secretary of State shall not accept for filing any

35-44  articles of incorporation or any certificate of amendment of

35-45  articles of incorporation of any corporation formed or existing

36-1  pursuant to the laws of this state which provides that the name of

36-2  the corporation contains the words “unit-owners’ association” or

36-3  “homeowners’ association” or if it appears in the articles of

36-4  incorporation or certificate of amendment that the purpose of the

36-5  corporation is to operate as a unit-owners’ association pursuant to

36-6  chapter 116 of NRS unless the Administrator of the Real Estate

36-7  Division of the Department of Business and Industry certifies that

36-8  the corporation has:

36-9      (a) Registered with the Ombudsman for Owners in Common-

36-10  Interest Communities pursuant to NRS 116.31158; and

36-11     (b) Paid to the Administrator of the Real Estate Division the

36-12  fees required pursuant to NRS 116.31155.

36-13     Sec. 46.  NRS 82.193 is hereby amended to read as follows:

36-14     82.193  1.  A corporation shall have a resident agent in the

36-15  manner provided in NRS 78.090, 78.095, 78.097 and 78.110. The

36-16  resident agent and the corporation shall comply with the provisions

36-17  of those sections.

36-18     2.  Upon notification from the Administrator of the Real

36-19  Estate Division of the Department of Business and Industry that a

36-20  corporation which is a unit-owners’ association as defined in NRS

36-21  116.110315 has failed to register pursuant to NRS 116.31158 or

36-22  failed to pay the fees pursuant to NRS 116.31155, the Secretary of

36-23  State shall deem the corporation to be in default. If, after the

36-24  corporation is deemed to be in default, the Administrator notifies

36-25  the Secretary of State that the corporation has registered pursuant

36-26  to NRS 116.31158 and paid the fees pursuant to NRS 116.31155,

36-27  the Secretary of State shall reinstate the corporation if the

36-28  corporation complies with the requirements for reinstatement as

36-29  provided in this section and NRS 78.150 to 78.185, inclusive.

36-30     3.  A corporation is subject to the provisions of NRS 78.150 to

36-31  78.185, inclusive, except that:

36-32     (a) The fee for filing a list is [$15;] $25;

36-33     (b) The penalty added for default is [$5;] $50; and

36-34     (c) The fee for reinstatement is [$25.] $100.

36-35     Sec. 47.  NRS 82.356 is hereby amended to read as follows:

36-36     82.356  1.  [Every] Each amendment adopted pursuant to the

36-37  provisions of NRS 82.351 must be made in the following manner:

36-38     (a) The board of directors must adopt a resolution setting forth

36-39  the amendment proposed, approve it and, if the corporation has

36-40  members entitled to vote on an amendment to the articles, call a

36-41  meeting, either annual or special, of the members. The amendment

36-42  must also be approved by [every] each public official or other

36-43  person whose approval of an amendment of articles is required by

36-44  the articles.

37-1      (b) At the meeting of members, of which notice must be given

37-2  to each member entitled to vote pursuant to the provisions of this

37-3  section, a vote of the members entitled to vote in person or by proxy

37-4  must be taken for and against the proposed amendment. A majority

37-5  of a quorum of the voting power of the members or such greater

37-6  proportion of the voting power of members as may be required in

37-7  the case of a vote by classes, as provided in subsection 3, or as may

37-8  be required by the articles, must vote in favor of the amendment.

37-9      (c) Upon approval of the amendment by the directors, or if the

37-10  corporation has members entitled to vote on an amendment to the

37-11  articles, by both the directors and those members, and such other

37-12  persons or public officers, if any, as are required to do so by the

37-13  articles, [the chairman of the board or the president or vice

37-14  president, and the secretary or assistant secretary,] an officer of the

37-15  corporation must execute a certificate setting forth the amendment,

37-16  or setting forth the articles as amended, that the public officers or

37-17  other persons, if any, required by the articles have approved the

37-18  amendment, and the vote of the members and directors by which the

37-19  amendment was adopted.

37-20     (d) The certificate so executed must be filed in the Office of the

37-21  Secretary of State.

37-22     2.  Upon filing the certificate, the articles of incorporation are

37-23  amended accordingly.

37-24     3.  If any proposed amendment would alter or change any

37-25  preference or any relative or other right given to any class of

37-26  members, then the amendment must be approved by the vote, in

37-27  addition to the affirmative vote otherwise required, of the holders of

37-28  a majority of a quorum of the voting power of each class of

37-29  members affected by the amendment regardless of limitations or

37-30  restrictions on their voting power.

37-31     4.  In the case of any specified amendments, the articles may

37-32  require a larger vote of members than that required by this section.

37-33     Sec. 48.  NRS 82.451 is hereby amended to read as follows:

37-34     82.451  1.  A corporation may be dissolved and its affairs

37-35  wound up voluntarily if the board of directors adopts a resolution to

37-36  that effect and calls a meeting of the members entitled to vote to

37-37  take action upon the resolution. The resolution must also be

37-38  approved by any person or superior organization whose approval is

37-39  required by a provision of the articles authorized by NRS 82.091.

37-40  The meeting of the members must be held with due notice. If at the

37-41  meeting the members entitled to exercise a majority of all the voting

37-42  power consent by resolution to the dissolution, a certificate signed

37-43  by an officer of the corporation setting forth that the dissolution has

37-44  been approved in compliance with this section, together with a list

37-45  of the names and [residences] addresses, either residence or

38-1  business, of the [directors and officers, executed by the chairman of

38-2  the board, president or vice president, and the secretary or an

38-3  assistant secretary,] president, secretary and treasurer, or the

38-4  equivalent thereof, and all of the directors of the corporation, must

38-5  be filed in the Office of the Secretary of State.

38-6      2.  If a corporation has no members entitled to vote upon a

38-7  resolution calling for the dissolution of the corporation, the

38-8  corporation may be dissolved and its affairs wound up voluntarily

38-9  by the board of directors if it adopts a resolution to that effect. The

38-10  resolution must also be approved by any person or superior

38-11  organization whose approval is required by a provision of the

38-12  articles authorized by NRS 82.091. A certificate setting forth that

38-13  the dissolution has been approved in compliance with this section

38-14  and a list of the officers and directors, [executed] signed as provided

38-15  in subsection 1, must be filed in the Office of the Secretary of State.

38-16     3.  Upon the dissolution of any corporation under the provisions

38-17  of this section or upon the expiration of its period of corporate

38-18  existence, the directors are the trustees of the corporation in

38-19  liquidation and in winding up the affairs of the corporation. The act

38-20  of a majority of the directors as trustees remaining in office is the

38-21  act of the directors as trustees.

38-22     Sec. 49.  NRS 82.526 is hereby amended to read as follows:

38-23     82.526  The Secretary of State may microfilm or image any

38-24  document which is filed in his office by a corporation pursuant to

38-25  this chapter and may return the original document to the

38-26  corporation.

38-27     Sec. 49.3.  NRS 82.531 is hereby amended to read as follows:

38-28     82.531  1.  The fee for filing articles of incorporation,

38-29  amendments to or restatements of articles of incorporation,

38-30  certificates pursuant to NRS 82.061 and 82.063 and documents for

38-31  dissolution is [$25] $50 for each document.

38-32     2.  Except as otherwise provided in NRS 82.193 and subsection

38-33  1, the fees for filing documents are those set forth in NRS 78.765 to

38-34  78.785, inclusive.

38-35     Sec. 49.7.  NRS 82.546 is hereby amended to read as follows:

38-36     82.546  1.  Any corporation which did exist or is existing

38-37  pursuant to the laws of this state may, upon complying with the

38-38  provisions of NRS 78.150 and 82.193, procure a renewal or revival

38-39  of its charter for any period, together with all the rights, franchises,

38-40  privileges and immunities, and subject to all its existing and

38-41  preexisting debts, duties and liabilities secured or imposed by its

38-42  original charter and amendments thereto, or its existing charter, by

38-43  filing:

38-44     (a) A certificate with the Secretary of State, which must set

38-45  forth:

39-1          (1) The name of the corporation, which must be the name of

39-2  the corporation at the time of the renewal or revival, or its name at

39-3  the time its original charter expired.

39-4          (2) The name and street address of the lawfully designated

39-5  resident agent of the filing corporation, and his mailing address if

39-6  different from his street address.

39-7          (3) The date when the renewal or revival of the charter is to

39-8  commence or be effective, which may be, in cases of a revival,

39-9  before the date of the certificate.

39-10         (4) Whether or not the renewal or revival is to be perpetual,

39-11  and, if not perpetual, the time for which the renewal or revival is to

39-12  continue.

39-13         (5) That the corporation desiring to renew or revive its

39-14  charter is, or has been, organized and carrying on the business

39-15  authorized by its existing or original charter and amendments

39-16  thereto, and desires to renew or continue through revival its

39-17  existence pursuant to and subject to the provisions of this chapter.

39-18     (b) A list of its president, secretary and treasurer and all of its

39-19  directors and their post office box and street addresses, either

39-20  residence or business.

39-21     2.  A corporation whose charter has not expired and is being

39-22  renewed shall cause the certificate to be signed by its president or

39-23  vice president and secretary or assistant secretary. The certificate

39-24  must be approved by a majority of the last-appointed surviving

39-25  directors.

39-26     3.  A corporation seeking to revive its original or amended

39-27  charter shall cause the certificate to be signed by its president or

39-28  vice president and secretary or assistant secretary. The execution

39-29  and filing of the certificate must be approved unanimously by the

39-30  last-appointed surviving directors of the corporation and must

39-31  contain a recital that unanimous consent was secured. The

39-32  corporation shall pay to the Secretary of State the fee required to

39-33  establish a new corporation pursuant to the provisions of this

39-34  chapter.

39-35     4.  The filed certificate, or a copy thereof which has been

39-36  certified under the hand and seal of the Secretary of State, must be

39-37  received in all courts and places as prima facie evidence of the facts

39-38  therein stated and of the existence and incorporation of the

39-39  corporation named therein.

39-40     Sec. 50.  Chapter 84 of NRS is hereby amended by adding

39-41  thereto the provisions set forth as sections 51 and 52 of this act.

39-42     Sec. 51.  1.  Each document filed with the Secretary of State

39-43  pursuant to this chapter must be on or accompanied by a form

39-44  prescribed by the Secretary of State.

40-1      2.  The Secretary of State may refuse to file a document which

40-2  does not comply with subsection 1 or which does not contain all of

40-3  the information required by statute for filing the document.

40-4      3.  If the provisions of the form prescribed by the Secretary of

40-5  State conflict with the provisions of any document that is

40-6  submitted for filing with the form:

40-7      (a) The provisions of the form control for all purposes with

40-8  respect to the information that is required by statute to appear in

40-9  the document in order for the document to be filed; and

40-10     (b) Unless otherwise provided in the document, the provisions

40-11  of the document control in every other situation.

40-12     4.  The Secretary of State may by regulation provide for the

40-13  electronic filing of documents with the Office of the Secretary of

40-14  State.

40-15     Sec. 52.  1.  A corporation sole may correct a document filed

40-16  by the Secretary of State with respect to the corporation sole if the

40-17  document contains an inaccurate record of an action of the

40-18  corporation sole described in the document or was defectively

40-19  executed, attested, sealed, verified or acknowledged.

40-20     2.  To correct a document, the corporation sole must:

40-21     (a) Prepare a certificate of correction which:

40-22         (1) States the name of the corporation sole;

40-23         (2) Describes the document, including, without limitation,

40-24  its filing date;

40-25         (3) Specifies the inaccuracy or defect;

40-26         (4) Sets forth the inaccurate or defective portion of the

40-27  document in an accurate or corrected form; and

40-28         (5) Is signed by an archbishop, bishop, president, trustee in

40-29  trust, president of stake, president of congregation, overseer,

40-30  presiding elder, district superintendent or other presiding officer

40-31  or clergyman of a church, religious society or denomination, who

40-32  has been chosen, elected or appointed in conformity with the

40-33  constitution, canons, rites, regulations or discipline of the church,

40-34  religious society or denomination, and in whom is vested the legal

40-35  title to the property held for the purpose, use or benefit of the

40-36  church or religious society or denomination.

40-37     (b) Deliver the certificate to the Secretary of State for filing.

40-38     (c) Pay a filing fee of $25 to the Secretary of State.

40-39     3.  A certificate of correction is effective on the effective date

40-40  of the document it corrects except as to persons relying on the

40-41  uncorrected document and adversely affected by the correction. As

40-42  to those persons, the certificate is effective when filed.

40-43     Sec. 52.3.  NRS 84.090 is hereby amended to read as follows:

40-44     84.090  1.  The fee for filing articles of incorporation,

40-45  amendments to or restatements of articles of incorporation [,

41-1  certificates of reinstatement] and documents for dissolution is [$25]

41-2  $50 for each document.

41-3      2.  Except as otherwise provided in this chapter, the fees set

41-4  forth in NRS 78.785 apply to this chapter.

41-5      Sec. 52.5.  NRS 84.110 is hereby amended to read as follows:

41-6      84.110  1.  Every corporation sole must have a resident agent

41-7  in the manner provided in NRS 78.090 and 78.095, subsections 1 to

41-8  4, inclusive, of NRS 78.097 and NRS 78.110. The resident agent

41-9  shall comply with the provisions of those sections.

41-10     2.  A corporation sole that fails to file a certificate of acceptance

41-11  executed by the new resident agent within 30 days after the death,

41-12  resignation or removal of its former resident agent shall be deemed

41-13  in default and is subject to the provisions of NRS 84.130 and

41-14  84.140.

41-15     3.  [No] A corporation sole [may be required to file an annual

41-16  list of officers, directors and designation of resident agent.] is

41-17  subject to the provisions of NRS 78.150 to 78.185, inclusive, except

41-18  that:

41-19     (a) The fee for filing a list is $25;

41-20     (b) The penalty added for default is $50; and

41-21     (c) The fee for reinstatement is $100.

41-22     Sec. 52.7.  NRS 84.120 is hereby amended to read as follows:

41-23     84.120  1.  A resident agent who wishes to resign shall [file] :

41-24     (a) File with the Secretary of State a signed statement [for each

41-25  corporation sole] in the manner provided pursuant to subsection 1

41-26  of NRS 78.097 that he is unwilling to continue to act as the resident

41-27  agent of the corporation for the service of process [.] ; and

41-28     (b) Pay to the Secretary of State the filing fee set forth in

41-29  subsection 1 of NRS 78.097.

41-30  A resignation is not effective until the signed statement is filed with

41-31  the Secretary of State.

41-32     2.  The statement of resignation may contain a statement of the

41-33  affected corporation sole appointing a successor resident agent for

41-34  that corporation. A certificate of acceptance executed by the new

41-35  resident agent, stating the full name, complete street address and, if

41-36  different from the street address, mailing address of the new resident

41-37  agent, must accompany the statement appointing a successor

41-38  resident agent.

41-39     3.  Upon the filing of the statement of resignation with the

41-40  Secretary of State, the capacity of the resigning person as resident

41-41  agent terminates. If the statement of resignation contains no

41-42  statement by the corporation sole appointing a successor resident

41-43  agent, the resigning resident agent shall immediately give written

41-44  notice, by mail, to the corporation of the filing of the statement and

42-1  its effect. The notice must be addressed to the person in whom is

42-2  vested the legal title to property specified in NRS 84.020.

42-3      4.  If a resident agent dies, resigns or removes from the State,

42-4  the corporation sole, within 30 days thereafter, shall file with the

42-5  Secretary of State a certificate of acceptance executed by the new

42-6  resident agent. The certificate must set forth the full name and

42-7  complete street address of the new resident agent for the service of

42-8  process, and may have a separate mailing address, such as a post

42-9  office box, which may be different from the street address.

42-10     5.  A corporation sole that fails to file a certificate of acceptance

42-11  executed by the new resident agent within 30 days after the death,

42-12  resignation or removal of its former resident agent shall be deemed

42-13  in default and is subject to the provisions of NRS 84.130 and

42-14  84.140.

42-15     Sec. 53.  NRS 84.140 is hereby amended to read as follows:

42-16     84.140  1.  The Secretary of State shall notify, by [letter

42-17  addressed] providing written notice to its resident agent, each

42-18  corporation sole deemed in default pursuant to the provisions of this

42-19  chapter. The notice [must be accompanied by] :

42-20     (a) Must include a statement indicating the amount of the filing

42-21  fee, penalties incurred and costs remaining unpaid.

42-22     (b) At the request of the resident agent, may be provided

42-23  electronically.

42-24     2.  On the first day of the [ninth] first anniversary of the month

42-25  following the month in which the filing was required, the charter of

42-26  the corporation sole is revoked and its right to transact business is

42-27  forfeited.

42-28     3.  The Secretary of State shall compile a complete list

42-29  containing the names of all corporations sole whose right to [do]

42-30  transact business has been forfeited.

42-31     4.  The Secretary of State shall forthwith notify, by [letter

42-32  addressed] providing written notice to its resident agent, each [such]

42-33  corporation specified in subsection 3 of the forfeiture of its charter.

42-34  The written notice [must be accompanied by] :

42-35     (a) Must include a statement indicating the amount of the filing

42-36  fee, penalties incurred and costs remaining unpaid.

42-37     (b) At the request of the resident agent, may be provided

42-38  electronically.

42-39     Sec. 54.  Chapter 86 of NRS is hereby amended by adding

42-40  thereto the provisions set forth as sections 55 to 62, inclusive, of this

42-41  act.

42-42     Sec. 55.  1.  Each document filed with the Secretary of State

42-43  pursuant to this chapter must be on or accompanied by a form

42-44  prescribed by the Secretary of State.

43-1      2.  The Secretary of State may refuse to file a document which

43-2  does not comply with subsection 1 or which does not contain all of

43-3  the information required by statute for filing the document.

43-4      3.  If the provisions of the form prescribed by the Secretary of

43-5  State conflict with the provisions of any document that is

43-6  submitted for filing with the form:

43-7      (a) The provisions of the form control for all purposes with

43-8  respect to the information that is required by statute to appear in

43-9  the document in order for the document to be filed; and

43-10     (b) Unless otherwise provided in the document, the provisions

43-11  of the document control in every other situation.

43-12     4.  The Secretary of State may by regulation provide for the

43-13  electronic filing of documents with the Office of the Secretary of

43-14  State.

43-15     Sec. 56.  1.  Each foreign limited-liability company doing

43-16  business in this state shall, on or before the last day of the first

43-17  month after the filing of its application for registration as a

43-18  foreign limited-liability company with the Secretary of State, and

43-19  annually thereafter on or before the last day of the month in

43-20  which the anniversary date of its qualification to do business in

43-21  this state occurs in each year, file with the Secretary of State a list

43-22  on a form furnished by him that contains:

43-23     (a) The name of the foreign limited-liability company;

43-24     (b) The file number of the foreign limited-liability company, if

43-25  known;

43-26     (c) The names and titles of all its managers or, if there is no

43-27  manager, all of its managing members;

43-28     (d) The address, either residence or business, of each manager

43-29  or managing member listed pursuant to paragraph (c);

43-30     (e) The name and address of its resident agent in this state;

43-31  and

43-32     (f) The signature of a manager or managing member of the

43-33  foreign limited-liability company certifying that the list is true,

43-34  complete and accurate.

43-35     2.  Each list filed pursuant to this section must be

43-36  accompanied by a declaration under penalty of perjury that the

43-37  foreign limited-liability company:

43-38     (a) Has complied with the provisions of chapter 364A of NRS;

43-39  and

43-40     (b) Acknowledges that pursuant to NRS 239.330 it is a

43-41  category C felony to knowingly offer any false or forged

43-42  instrument for filing with the Office of the Secretary of State.

43-43     3.  Upon filing:

43-44     (a) The initial list required by this section, the foreign limited-

43-45  liability company shall pay to the Secretary of State a fee of $125.

44-1      (b) Each annual list required by this section, the foreign

44-2  limited-liability company shall pay to the Secretary of State a fee

44-3  of $125.

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

44-5  filing each annual list required by this section, cause to be mailed

44-6  to each foreign limited-liability company which is required to

44-7  comply with the provisions of sections 56 to 62, inclusive, of this

44-8  act, and which has not become delinquent, the blank forms to be

44-9  completed and filed with him. Failure of any foreign limited-

44-10  liability company to receive the forms does not excuse it from the

44-11  penalty imposed by the provisions of sections 56 to 62, inclusive, of

44-12  this act.

44-13     5.  An annual list for a foreign limited-liability company not

44-14  in default which is received by the Secretary of State more than 90

44-15  days before its due date must be deemed an amended list for the

44-16  previous year and does not satisfy the requirements of this section

44-17  for the year to which the due date is applicable.

44-18     Sec. 57.  If a foreign limited-liability company has filed the

44-19  initial or annual list in compliance with section 56 of this act and

44-20  has paid the appropriate fee for the filing, the cancelled check or

44-21  other proof of payment received by the foreign limited-liability

44-22  company constitutes a certificate authorizing it to transact its

44-23  business within this state until the last day of the month in which

44-24  the anniversary of its qualification to transact business occurs in

44-25  the next succeeding calendar year.

44-26     Sec. 58.  1.  Each list required to be filed under the

44-27  provisions of sections 56 to 62, inclusive, of this act must, after the

44-28  name of each manager or, if there is no manager, each of its

44-29  managing members listed thereon, set forth the address, either

44-30  residence or business, of each manager or managing member.

44-31     2.  If the addresses are not stated for each person on any list

44-32  offered for filing, the Secretary of State may refuse to file the list,

44-33  and the foreign limited-liability company for which the list has

44-34  been offered for filing is subject to all the provisions of sections 56

44-35  to 62, inclusive, of this act relating to failure to file the list within

44-36  or at the times therein specified, unless a list is subsequently

44-37  submitted for filing which conforms to the provisions of this

44-38  section.

44-39     Sec. 59.  1.  Each foreign limited-liability company required

44-40  to make a filing and pay the fee prescribed in sections 56 to 62,

44-41  inclusive, of this act which refuses or neglects to do so within the

44-42  time provided is in default.

44-43     2.  For default there must be added to the amount of the fee a

44-44  penalty of $50, and unless the filing is made and the fee and

44-45  penalty are paid on or before the last day of the month in which

45-1  the anniversary date of the foreign limited-liability company

45-2  occurs, the defaulting foreign limited-liability company by reason

45-3  of its default forfeits its right to transact any business within this

45-4  state. The fee and penalty must be collected as provided in this

45-5  chapter.

45-6      Sec. 60.  1.  The Secretary of State shall notify, by providing

45-7  written notice to its resident agent, each foreign limited-liability

45-8  company deemed in default pursuant to section 59 of this act. The

45-9  written notice:

45-10     (a) Must include a statement indicating the amount of the

45-11  filing fee, penalties incurred and costs remaining unpaid.

45-12     (b) At the request of the resident agent, may be provided

45-13  electronically.

45-14     2.  Immediately after the last day of the month in which the

45-15  anniversary date of its organization occurs, the Secretary of State

45-16  shall compile a complete list containing the names of all foreign

45-17  limited-liability companies whose right to transact business has

45-18  been forfeited.

45-19     3.  The Secretary of State shall notify, by providing written

45-20  notice to its resident agent, each foreign limited-liability company

45-21  specified in subsection 2 of the forfeiture of its right to transact

45-22  business. The written notice:

45-23     (a) Must include a statement indicating the amount of the

45-24  filing fee, penalties incurred and costs remaining unpaid.

45-25     (b) At the request of the resident agent, may be provided

45-26  electronically.

45-27     Sec. 61.  1.  Except as otherwise provided in subsections 3

45-28  and 4, the Secretary of State shall reinstate a foreign limited-

45-29  liability company which has forfeited or which forfeits its right to

45-30  transact business under the provisions of this chapter and shall

45-31  restore to the foreign limited-liability company its right to transact

45-32  business in this state, and to exercise its privileges and immunities,

45-33  if it:

45-34     (a) Files with the Secretary of State a list as provided in

45-35  sections 56 and 58 of this act; and

45-36     (b) Pays to the Secretary of State:

45-37         (1) The filing fee and penalty set forth in sections 56 and 59

45-38  of this act for each year or portion thereof that its right to transact

45-39  business was forfeited; and

45-40         (2) A fee of $300 for reinstatement.

45-41     2.  When the Secretary of State reinstates the foreign limited-

45-42  liability company, he shall issue to the foreign limited-liability

45-43  company a certificate of reinstatement if the foreign limited-

45-44  liability company:

45-45     (a) Requests a certificate of reinstatement; and

46-1      (b) Pays the required fees pursuant to NRS 86.561.

46-2      3.  The Secretary of State shall not order a reinstatement

46-3  unless all delinquent fees and penalties have been paid and the

46-4  revocation of the right to transact business occurred only by

46-5  reason of failure to pay the fees and penalties.

46-6      4.  If the right of a foreign limited-liability company to

46-7  transact business in this state has been forfeited pursuant to the

46-8  provisions of section 60 of this act and has remained forfeited for

46-9  a period of 5 consecutive years, the right must not be reinstated.

46-10     Sec. 62.  1.  Except as otherwise provided in subsection 2, if

46-11  a foreign limited-liability company applies to reinstate its

46-12  registration but its name has been legally reserved or acquired by

46-13  another artificial person formed, organized, registered or qualified

46-14  pursuant to the provisions of this title whose name is on file with

46-15  the Office of the Secretary of State or reserved in the Office of the

46-16  Secretary of State pursuant to the provisions of this title, the

46-17  foreign limited-liability company must in its application for

46-18  reinstatement submit in writing to the Secretary of State some

46-19  other name under which it desires its existence to be reinstated. If

46-20  that name is distinguishable from all other names reserved or

46-21  otherwise on file, the Secretary of State shall reinstate the foreign

46-22  limited-liability company under that new name.

46-23     2.  If the applying foreign limited-liability company submits

46-24  the written, acknowledged consent of the artificial person having a

46-25  name, or the person who has reserved a name, which is not

46-26  distinguishable from the old name of the applying foreign limited-

46-27  liability company or a new name it has submitted, it may be

46-28  reinstated under that name.

46-29     3.  For the purposes of this section, a proposed name is not

46-30  distinguishable from a name on file or reserved solely because one

46-31  or the other contains distinctive lettering, a distinctive mark, a

46-32  trademark or a trade name, or any combination thereof.

46-33     4.  The Secretary of State may adopt regulations that interpret

46-34  the requirements of this section.

46-35     Sec. 63.  NRS 86.161 is hereby amended to read as follows:

46-36     86.161  1.  The articles of organization must set forth:

46-37     (a) The name of the limited-liability company;

46-38     (b) The name and complete street address of its resident agent,

46-39  and the mailing address of the resident agent if different from the

46-40  street address;

46-41     (c) The name and [post office or street] address, either residence

46-42  or business, of each of the organizers executing the articles; and

46-43     (d) If the company is to be managed by:

46-44         (1) One or more managers, the name and [post office or

46-45  street] address, either residence or business, of each manager; or

47-1          (2) The members, the name and [post office or street]

47-2  address, either residence or business, of each member.

47-3      2.  The articles may set forth any other provision, not

47-4  inconsistent with law, which the members elect to set out in the

47-5  articles of organization for the regulation of the internal affairs of

47-6  the company, including any provisions which under this chapter are

47-7  required or permitted to be set out in the operating agreement of the

47-8  company.

47-9      3.  It is not necessary to set out in the articles of organization:

47-10     (a) The rights, if any, of the members to contract debts on behalf

47-11  of the limited-liability company; or

47-12     (b) Any of the powers enumerated in this chapter.

47-13     Sec. 64.  NRS 86.171 is hereby amended to read as follows:

47-14     86.171  1.  The name of a limited-liability company formed

47-15  under the provisions of this chapter must contain the words

47-16  “Limited-Liability Company,” “Limited Company,” or “Limited” or

47-17  the abbreviations “Ltd.,” “L.L.C.,” “L.C.,” “LLC” or “LC.” The

47-18  word “Company” may be abbreviated as “Co.”

47-19     2.  The name proposed for a limited-liability company must be

47-20  distinguishable on the records of the Secretary of State from the

47-21  names of all other artificial persons formed, organized, registered or

47-22  qualified pursuant to the provisions of this title that are on file in the

47-23  Office of the Secretary of State and all names that are reserved in

47-24  the Office of the Secretary of State pursuant to the provisions of this

47-25  title. If a proposed name is not so distinguishable, the Secretary of

47-26  State shall return the articles of organization to the organizer, unless

47-27  the written, acknowledged consent of the holder of the name on file

47-28  or reserved name to use the same name or the requested similar

47-29  name accompanies the articles of organization.

47-30     3.  For the purposes of this section and NRS 86.176, a proposed

47-31  name is not distinguishable from a name on file or reserved name

47-32  solely because one or the other contains distinctive lettering, a

47-33  distinctive mark, a trademark or a trade name, or any combination

47-34  [of these.] thereof.

47-35     4.  The name of a limited-liability company whose charter has

47-36  been revoked, which has merged and is not the surviving entity or

47-37  whose existence has otherwise terminated is available for use by any

47-38  other artificial person.

47-39     5.  The Secretary of State shall not accept for filing any articles

47-40  of organization for any limited-liability company if the name of the

47-41  limited-liability company contains the words “accountant,”

47-42  “accounting,” “accountancy,” “auditor” or “auditing” unless the

47-43  Nevada State Board of Accountancy certifies that the limited-

47-44  liability company:

48-1      (a) Is registered pursuant to the provisions of chapter 628 of

48-2  NRS; or

48-3      (b) Has filed with the Nevada State Board of Accountancy

48-4  under penalty of perjury a written statement that the limited-liability

48-5  company is not engaged in the practice of accounting and is not

48-6  offering to practice accounting in this state.

48-7      6.  The Secretary of State shall not accept for filing any

48-8  articles of organization or certificate of amendment of articles of

48-9  organization of any limited-liability company formed or existing

48-10  pursuant to the laws of this state which provides that the name of

48-11  the limited-liability company contains the word “bank” or “trust”

48-12  unless:

48-13     (a) It appears from the articles of organization or the

48-14  certificate of amendment that the limited-liability company

48-15  proposes to carry on business as a banking or trust company,

48-16  exclusively or in connection with its business as a bank, savings

48-17  and loan association or thrift company; and

48-18     (b) The articles of organization or certificate of amendment is

48-19  first approved by the Commissioner of Financial Institutions.

48-20     7.  The Secretary of State shall not accept for filing any

48-21  articles of organization or certificate of amendment of articles of

48-22  organization of any limited-liability company formed or existing

48-23  pursuant to the provisions of this chapter if it appears from the

48-24  articles or the certificate of amendment that the business to be

48-25  carried on by the limited-liability company is subject to

48-26  supervision by the Commissioner of Insurance or by the

48-27  Commissioner of Financial Institutions unless the articles or

48-28  certificate of amendment is approved by the Commissioner who

48-29  will supervise the business of the foreign limited-liability company.

48-30     8.  Except as otherwise provided in subsection 7, the Secretary

48-31  of State shall not accept for filing any articles of organization or

48-32  certificate of amendment of articles of organization of any limited-

48-33  liability company formed or existing pursuant to the laws of this

48-34  state which provides that the name of the limited-liability company

48-35  contains the words “engineer,” “engineered,” “engineering,”

48-36  “professional engineer,” “registered engineer” or “licensed

48-37  engineer” unless:

48-38     (a) The State Board of Professional Engineers and Land

48-39  Surveyors certifies that the principals of the limited-liability

48-40  company are licensed to practice engineering pursuant to the laws

48-41  of this state; or

48-42     (b) The State Board of Professional Engineers and Land

48-43  Surveyors certifies that the limited-liability company is exempt

48-44  from the prohibitions of NRS 625.520.

49-1      9.  The Secretary of State may adopt regulations that interpret

49-2  the requirements of this section.

49-3      Sec. 65.  NRS 86.221 is hereby amended to read as follows:

49-4      86.221  1.  The articles of organization of a limited-liability

49-5  company may be amended for any purpose, not inconsistent with

49-6  law, as determined by all of the members or permitted by the articles

49-7  or an operating agreement.

49-8      2.  An amendment must be made in the form of a certificate

49-9  setting forth:

49-10     (a) The name of the limited-liability company;

49-11     (b) Whether the limited-liability company is managed by [one or

49-12  more] managers or members; and

49-13     (c) The amendment to the articles of organization.

49-14     3.  The certificate of amendment must be signed by a manager

49-15  of the company or, if management is not vested in a manager, by a

49-16  member.

49-17     4.  Restated articles of organization may be executed and filed

49-18  in the same manner as a certificate of amendment. If the certificate

49-19  alters or amends the articles in any manner, it must be accompanied

49-20  by:

49-21     (a) A resolution; or

49-22     (b) A form prescribed by the Secretary of State,

49-23  setting forth which provisions of the articles of organization on file

49-24  with the Secretary of State are being altered or amended.

49-25     Sec. 65.3.  NRS 86.226 is hereby amended to read as follows:

49-26     86.226  1.  A signed certificate of amendment, or a certified

49-27  copy of a judicial decree of amendment, must be filed with the

49-28  Secretary of State. A person who executes a certificate as an agent,

49-29  officer or fiduciary of the limited-liability company need not exhibit

49-30  evidence of his authority as a prerequisite to filing. Unless the

49-31  Secretary of State finds that a certificate does not conform to law,

49-32  upon his receipt of all required filing fees he shall file the certificate.

49-33     2.  A certificate of amendment or judicial decree of amendment

49-34  is effective upon filing with the Secretary of State or upon a later

49-35  date specified in the certificate or judicial decree, which must not be

49-36  more than 90 days after the certificate or judicial decree is filed.

49-37     3.  If a certificate specifies an effective date and if the

49-38  resolution of the members approving the proposed amendment

49-39  provides that one or more managers or, if management is not vested

49-40  in a manager, one or more members may abandon the proposed

49-41  amendment, then those managers or members may terminate the

49-42  effectiveness of the certificate by filing a certificate of termination

49-43  with the Secretary of State that:

49-44     (a) Is filed before the effective date specified in the certificate or

49-45  judicial decree filed pursuant to subsection 1;

50-1      (b) Identifies the certificate being terminated;

50-2      (c) States that, pursuant to the resolution of the members, the

50-3  manager of the company or, if management is not vested in a

50-4  manager, a designated member is authorized to terminate the

50-5  effectiveness of the certificate;

50-6      (d) States that the effectiveness of the certificate has been

50-7  terminated;

50-8      (e) Is signed by a manager of the company or, if management is

50-9  not vested in a manager, a designated member; and

50-10     (f) Is accompanied by a filing fee of [$150.] $175.

50-11     Sec. 65.5.  NRS 86.235 is hereby amended to read as follows:

50-12     86.235  1.  If a limited-liability company formed pursuant to

50-13  this chapter desires to change its resident agent, the change may be

50-14  effected by filing with the Secretary of State a certificate of change

50-15  of resident agent signed by a manager of the company or, if

50-16  management is not vested in a manager, by a member, that sets

50-17  forth:

50-18     (a) The name of the limited-liability company;

50-19     (b) The name and street address of its present resident agent; and

50-20     (c) The name and street address of the new resident agent.

50-21     2.  The new resident agent’s certificate of acceptance must be a

50-22  part of or attached to the certificate of change [.

50-23     3.  The] of resident agent.

50-24     3.  If the name of a resident agent is changed as a result of a

50-25  merger, conversion, exchange, sale, reorganization or

50-26  amendment, the resident agent shall:

50-27     (a) File with the Secretary of State a certificate of name

50-28  change of resident agent that includes:

50-29         (1) The current name of the resident agent as filed with the

50-30  Secretary of State;

50-31         (2) The new name of the resident agent; and

50-32         (3) The name and file number of each artificial person

50-33  formed, organized, registered or qualified pursuant to the

50-34  provisions of this title that the resident agent represents; and

50-35     (b) Pay to the Secretary of State a filing fee of $100.

50-36     4.  A change authorized by this section becomes effective upon

50-37  the filing of the proper certificate of change.

50-38     Sec. 65.7.  NRS 86.251 is hereby amended to read as follows:

50-39     86.251  1.  A resident agent who desires to resign shall [file] :

50-40     (a) File with the Secretary of State a signed statement [for each

50-41  limited-liability company] in the manner provided pursuant to

50-42  subsection 1 of NRS 78.097 that he is unwilling to continue to act

50-43  as the resident agent of the limited-liability company for the service

50-44  of process [.] ; and

51-1      (b) Pay to the Secretary of State the filing fee set forth in

51-2  subsection 1 of NRS 78.097.

51-3  A resignation is not effective until the signed statement is filed with

51-4  the Secretary of State.

51-5      2.  The statement of resignation may contain a statement of the

51-6  affected limited-liability company appointing a successor resident

51-7  agent for that limited-liability company, giving the agent’s full

51-8  name, street address for the service of process, and mailing address

51-9  if different from the street address. A certificate of acceptance

51-10  executed by the new resident agent must accompany the statement

51-11  appointing a successor resident agent.

51-12     3.  Upon the filing of the statement of resignation with the

51-13  Secretary of State the capacity of the resigning person as resident

51-14  agent terminates. If the statement of resignation contains no

51-15  statement by the limited-liability company appointing a successor

51-16  resident agent, the resigning agent shall immediately give written

51-17  notice, by mail, to the limited-liability company of the filing of the

51-18  statement and its effect. The notice must be addressed to any

51-19  manager or, if none, to any member, of the limited-liability

51-20  company other than the resident agent.

51-21     4.  If a resident agent dies, resigns or moves from the State, the

51-22  limited-liability company, within 30 days thereafter, shall file with

51-23  the Secretary of State a certificate of acceptance executed by the

51-24  new resident agent. The certificate must set forth the name,

51-25  complete street address and mailing address, if different from the

51-26  street address, of the new resident agent.

51-27     5.  Each limited-liability company which fails to file a

51-28  certificate of acceptance executed by the new resident agent within

51-29  30 days after the death, resignation or removal of its resident agent

51-30  as provided in subsection 4, shall be deemed in default and is

51-31  subject to the provisions of NRS 86.272 and 86.274.

51-32     Sec. 66.  NRS 86.263 is hereby amended to read as follows:

51-33     86.263  1.  A limited-liability company shall, on or before the

51-34  [first] last day of the [second] first month after the filing of its

51-35  articles of organization with the Secretary of State, file with the

51-36  Secretary of State, on a form furnished by him, a list that contains:

51-37     (a) The name of the limited-liability company;

51-38     (b) The file number of the limited-liability company, if known;

51-39     (c) The names and titles of all of its managers or, if there is no

51-40  manager, all of its managing members;

51-41     (d) The [mailing or street] address, either residence or business,

51-42  of each manager or managing member listed, following the name of

51-43  the manager or managing member;

51-44     (e) The name and [street] address of the lawfully designated

51-45  resident agent of the limited-liability company; and

52-1      (f) The signature of a manager or managing member of the

52-2  limited-liability company certifying that the list is true, complete

52-3  and accurate.

52-4      2.  The limited-liability company shall annually thereafter, on

52-5  or before the last day of the month in which the anniversary date of

52-6  its organization occurs, file with the Secretary of State, on a form

52-7  furnished by him, an amended list containing all of the information

52-8  required in subsection 1. [If the limited-liability company has had no

52-9  changes in its managers or, if there is no manager, its managing

52-10  members, since its previous list was filed, no amended list need be

52-11  filed if a manager or managing member of the limited-liability

52-12  company certifies to the Secretary of State as a true and accurate

52-13  statement that no changes in the managers or managing members

52-14  have occurred.]

52-15     3.  Each list required by [subsection 1 and each list or

52-16  certification required by subsection] subsections 1 and 2 must be

52-17  accompanied by a declaration under penalty of perjury that the

52-18  limited-liability company [has] :

52-19     (a) Has complied with the provisions of chapter 364A of NRS

52-20  [.] ; and

52-21     (b) Acknowledges that pursuant to NRS 239.330 it is a

52-22  category C felony to knowingly offer any false or forged

52-23  instrument for filing in the Office of the Secretary of State.

52-24     4.  Upon filing:

52-25     (a) The initial list required by subsection 1, the limited-liability

52-26  company shall pay to the Secretary of State a fee of [$165.] $125.

52-27     (b) Each annual list required by subsection 2 , [or certifying that

52-28  no changes have occurred,] the limited-liability company shall pay

52-29  to the Secretary of State a fee of [$85.] $125.

52-30     5.  If a manager or managing member of a limited-liability

52-31  company resigns and the resignation is not made in conjunction

52-32  with the filing of an annual or amended list of managers and

52-33  managing members, the limited-liability company shall pay to the

52-34  Secretary of State a fee of $75 to file the resignation of the

52-35  manager or managing member.

52-36     6.  The Secretary of State shall, 60 days before the last day for

52-37  filing each list required by subsection 2, cause to be mailed to each

52-38  limited-liability company which is required to comply with the

52-39  provisions of this section, and which has not become delinquent, a

52-40  notice of the fee due under subsection 4 and a reminder to file a list

52-41  required by subsection 2 . [or a certification of no change.] Failure

52-42  of any company to receive a notice or form does not excuse it from

52-43  the penalty imposed by law.

52-44     [6.] 7.  If the list to be filed pursuant to the provisions of

52-45  subsection 1 or 2 is defective or the fee required by subsection 4 is

53-1  not paid, the Secretary of State may return the list for correction or

53-2  payment.

53-3      [7.] 8.  An annual list for a limited-liability company not in

53-4  default received by the Secretary of State more than [60] 90 days

53-5  before its due date shall be deemed an amended list for the previous

53-6  year.

53-7      Sec. 67.  NRS 86.266 is hereby amended to read as follows:

53-8      86.266  If a limited-liability company has filed the initial or

53-9  annual list in compliance with NRS 86.263 and has paid the

53-10  appropriate fee for the filing, the cancelled check or other proof of

53-11  payment received by the limited-liability company constitutes a

53-12  certificate authorizing it to transact its business within this state until

53-13  the last day of the month in which the anniversary of its formation

53-14  occurs in the next succeeding calendar year. [If the company desires

53-15  a formal certificate upon its payment of the annual fee, its payment

53-16  must be accompanied by a self-addressed, stamped envelope.]

53-17     Sec. 68.  NRS 86.269 is hereby amended to read as follows:

53-18     86.269  1.  [Every] Each list required to be filed under the

53-19  provisions of NRS 86.263 must, after the name of each manager and

53-20  member listed thereon, set forth the [post office box or street]

53-21  address, either residence or business, of each manager or member.

53-22     2.  If the addresses are not stated for each person on any list

53-23  offered for filing, the Secretary of State may refuse to file the list,

53-24  and the limited-liability company for which the list has been offered

53-25  for filing is subject to the provisions of NRS 86.272 and 86.274

53-26  relating to failure to file the list within or at the times therein

53-27  specified, unless a list is subsequently submitted for filing which

53-28  conforms to the provisions of this section.

53-29     Sec. 68.5.  NRS 86.272 is hereby amended to read as follows:

53-30     86.272  1.  Each limited-liability company required to make a

53-31  filing and pay the fee prescribed in NRS 86.263 which refuses or

53-32  neglects to do so within the time provided is in default.

53-33     2.  For default there must be added to the amount of the fee a

53-34  penalty of [$50.] $75. The fee and penalty must be collected as

53-35  provided in this chapter.

53-36     Sec. 69.  NRS 86.274 is hereby amended to read as follows:

53-37     86.274  1.  The Secretary of State shall notify, by [letter

53-38  addressed] providing written notice to its resident agent, each

53-39  limited-liability company deemed in default pursuant to the

53-40  provisions of this chapter. The written notice [must be accompanied

53-41  by] :

53-42     (a) Must include a statement indicating the amount of the filing

53-43  fee, penalties incurred and costs remaining unpaid.

53-44     (b) At the request of the resident agent, may be provided

53-45  electronically.

54-1      2.  On the first day of the first anniversary of the month

54-2  following the month in which the filing was required, the charter of

54-3  the company is revoked and its right to transact business is forfeited.

54-4      3.  The Secretary of State shall compile a complete list

54-5  containing the names of all limited-liability companies whose right

54-6  to [do] transact business has been forfeited.

54-7      4.  The Secretary of State shall forthwith notify [each limited-

54-8  liability company by letter addressed] , by providing written notice

54-9  to its resident agent , each limited-liability company specified in

54-10  subsection 3 of the forfeiture of its charter. The written notice [must

54-11  be accompanied by] :

54-12     (a) Must include a statement indicating the amount of the filing

54-13  fee, penalties incurred and costs remaining unpaid.

54-14     [4.] (b) At the request of the resident agent, may be provided

54-15  electronically.

54-16     5.  If the charter of a limited-liability company is revoked and

54-17  the right to transact business is forfeited, all of the property and

54-18  assets of the defaulting company must be held in trust by the

54-19  managers or, if none, by the members of the company, and the same

54-20  proceedings may be had with respect to its property and assets as

54-21  apply to the dissolution of a limited-liability company pursuant to

54-22  NRS 86.505 and 86.521. Any person interested may institute

54-23  proceedings at any time after a forfeiture has been declared, but if

54-24  the Secretary of State reinstates the charter , the proceedings must

54-25  be dismissed and all property restored to the company.

54-26     [5.] 6.  If the assets are distributed , they must be applied in the

54-27  following manner:

54-28     (a) To the payment of the filing fee, penalties incurred and costs

54-29  due to the State; and

54-30     (b) To the payment of the creditors of the company.

54-31  Any balance remaining must be distributed among the members as

54-32  provided in subsection 1 of NRS 86.521.

54-33     Sec. 70.  NRS 86.276 is hereby amended to read as follows:

54-34     86.276  1.  Except as otherwise provided in subsections 3 and

54-35  4, the Secretary of State shall reinstate any limited-liability company

54-36  which has forfeited or which forfeits its right to transact business

54-37  pursuant to the provisions of this chapter and shall restore to the

54-38  company its right to carry on business in this state, and to exercise

54-39  its privileges and immunities, if it:

54-40     (a) Files with the Secretary of State [the] :

54-41         (1) The list required by NRS 86.263; and

54-42         (2) A certificate of acceptance of appointment signed by its

54-43  resident agent; and

54-44     (b) Pays to the Secretary of State:

55-1          (1) The filing fee and penalty set forth in NRS 86.263 and

55-2  86.272 for each year or portion thereof during which it failed to file

55-3  in a timely manner each required annual list; and

55-4          (2) A fee of [$200] $300 for reinstatement.

55-5      2.  When the Secretary of State reinstates the limited-liability

55-6  company, he shall[:

55-7      (a) Immediately issue and deliver to the company a certificate of

55-8  reinstatement authorizing it to transact business as if the filing fee

55-9  had been paid when due; and

55-10     (b) Upon demand,] issue to the company [one or more certified

55-11  copies of the] a certificate of reinstatement [.]if the limited-liability

55-12  company:

55-13     (a) Requests a certificate of reinstatement; and

55-14     (b) Pays the required fees pursuant to NRS 86.561.

55-15     3.  The Secretary of State shall not order a reinstatement unless

55-16  all delinquent fees and penalties have been paid, and the revocation

55-17  of the charter occurred only by reason of failure to pay the fees and

55-18  penalties.

55-19     4.  If a company’s charter has been revoked pursuant to the

55-20  provisions of this chapter and has remained revoked for a period of

55-21  5 consecutive years, the charter must not be reinstated.

55-22     Sec. 70.3.  NRS 86.278 is hereby amended to read as follows:

55-23     86.278  1.  Except as otherwise provided in subsection 2, if a

55-24  limited-liability company applies to reinstate its charter but its name

55-25  has been legally acquired or reserved by any other artificial person

55-26  formed, organized, registered or qualified pursuant to the provisions

55-27  of this title whose name is on file with the Office of the Secretary of

55-28  State or reserved in the Office of the Secretary of State pursuant to

55-29  the provisions of this title, the company shall submit in writing to

55-30  the Secretary of State some other name under which it desires its

55-31  existence to be reinstated. If that name is distinguishable from all

55-32  other names reserved or otherwise on file, the Secretary of State

55-33  shall [issue to the applying] reinstate the limited-liability company

55-34  [a certificate of reinstatement] under that new name.

55-35     2.  If the applying limited-liability company submits the

55-36  written, acknowledged consent of the artificial person having the

55-37  name, or the person reserving the name, which is not distinguishable

55-38  from the old name of the applying company or a new name it has

55-39  submitted, it may be reinstated under that name.

55-40     3.  For the purposes of this section, a proposed name is not

55-41  distinguishable from a name on file or reserved name solely because

55-42  one or the other contains distinctive lettering, a distinctive mark, a

55-43  trademark or a trade name or any combination of these.

55-44     4.  The Secretary of State may adopt regulations that interpret

55-45  the requirements of this section.

56-1      Sec. 70.7.  NRS 86.401 is hereby amended to read as follows:

56-2      86.401  1.  On application to a court of competent jurisdiction

56-3  by a judgment creditor of a member, the court may charge the

56-4  member’s interest with payment of the unsatisfied amount of the

56-5  judgment with interest. To the extent so charged, the judgment

56-6  creditor has only the rights of an assignee of the member’s interest.

56-7      2.  [The court may appoint a receiver of the share of the

56-8  distributions due or to become due to the judgment debtor in respect

56-9  of the limited-liability company. The receiver has only the rights of

56-10  an assignee. The court may make all other orders, directions,

56-11  accounts and inquiries that the judgment debtor might have made or

56-12  which the circumstances of the case may require.

56-13     3.  A charging order constitutes a lien on the member’s interest

56-14  of the judgment debtor. The court may order a foreclosure of the

56-15  member’s interest subject to the charging order at any time. The

56-16  purchaser at the foreclosure sale has only the rights of an assignee.

56-17     4.  Unless otherwise provided in the articles of organization or

56-18  operating agreement, at any time before foreclosure, a member’s

56-19  interest charged may be redeemed:

56-20     (a) By the judgment debtor;

56-21     (b) With property other than property of the limited-liability

56-22  company, by one or more of the other members; or

56-23     (c) By the limited-liability company with the consent of all of

56-24  the members whose interests are not so charged.

56-25     5.]This section [provides] :

56-26     (a) Provides the exclusive remedy by which a judgment creditor

56-27  of a member or an assignee of a member may satisfy a judgment out

56-28  of the member’s interest of the judgment debtor.

56-29     [6.  No creditor of a member has any right to obtain possession

56-30  of, or otherwise exercise legal or equitable remedies with respect to,

56-31  the property of the limited-liability company.

56-32     7.  This section does]

56-33     (b) Does not deprive any member of the benefit of any

56-34  exemption applicable to his interest.

56-35     Sec. 71.  NRS 86.547 is hereby amended to read as follows:

56-36     86.547  1.  A foreign limited-liability company may cancel its

56-37  registration by filing with the Secretary of State a certificate of

56-38  cancellation signed by a manager of the company or, if management

56-39  is not vested in a manager, a member of the company. The

56-40  certificate, which must be accompanied by the required fees, must

56-41  set forth:

56-42     (a) The name of the foreign limited-liability company;

56-43     (b) [The date upon which its certificate of registration was filed;

56-44     (c)] The effective date of the cancellation if other than the date

56-45  of the filing of the certificate of cancellation; and

57-1      [(d)] (c) Any other information deemed necessary by the

57-2  manager of the company or, if management is not vested in a

57-3  manager, a member of the company.

57-4      2.  A cancellation pursuant to this section does not terminate the

57-5  authority of the Secretary of State to accept service of process on the

57-6  foreign limited-liability company with respect to causes of action

57-7  arising from the transaction of business in this state by the foreign

57-8  limited-liability company.

57-9      Sec. 71.3.  NRS 86.561 is hereby amended to read as follows:

57-10     86.561  1.  The Secretary of State shall charge and collect for:

57-11     (a) Filing the original articles of organization, or for registration

57-12  of a foreign company, [$175;] $75;

57-13     (b) Amending or restating the articles of organization, amending

57-14  the registration of a foreign company or filing a certificate of

57-15  correction, [$150;] $175;

57-16     (c) Filing the articles of dissolution of a domestic or foreign

57-17  company, [$60;] $75;

57-18     (d) Filing a statement of change of address of a records or

57-19  registered office, or change of the resident agent, [$30;] $60;

57-20     (e) Certifying articles of organization or an amendment to the

57-21  articles, in both cases where a copy is provided, [$20;] $30;

57-22     (f) Certifying an authorized printed copy of this chapter, [$20;]

57-23  $30;

57-24     (g) Reserving a name for a limited-liability company, [$20;]

57-25  $25;

57-26     (h) Filing a certificate of cancellation, [$60;] $75;

57-27     (i) Executing, filing or certifying any other document, [$40;]

57-28  $50; and

57-29     (j) Copies made at the Office of the Secretary of State, [$1] $2

57-30  per page.

57-31     2.  The Secretary of State shall charge and collect at the time of

57-32  any service of process on him as agent for service of process of a

57-33  limited-liability company, [$10] $100 which may be recovered as

57-34  taxable costs by the party to the action causing the service to be

57-35  made if the party prevails in the action.

57-36     3.  Except as otherwise provided in this section, the fees set

57-37  forth in NRS 78.785 apply to this chapter.

57-38     Sec. 71.5.  NRS 86.568 is hereby amended to read as follows:

57-39     86.568  1.  A limited-liability company may correct a

57-40  document filed by the Secretary of State with respect to the limited-

57-41  liability company if the document contains an inaccurate record of a

57-42  company action described in the document or was defectively

57-43  executed, attested, sealed, verified or acknowledged.

57-44     2.  To correct a document, the limited-liability company must:

57-45     (a) Prepare a certificate of correction that:

58-1          (1) States the name of the limited-liability company;

58-2          (2) Describes the document, including, without limitation, its

58-3  filing date;

58-4          (3) Specifies the inaccuracy or defect;

58-5          (4) Sets forth the inaccurate or defective portion of the

58-6  document in an accurate or corrected form; and

58-7          (5) Is signed by a manager of the company, or if

58-8  management is not vested in a manager, by a member of the

58-9  company.

58-10     (b) Deliver the certificate to the Secretary of State for filing.

58-11     (c) Pay a filing fee of [$150] $175 to the Secretary of State.

58-12     3.  A certificate of correction is effective on the effective date

58-13  of the document it corrects except as to persons relying on the

58-14  uncorrected document and adversely affected by the correction. As

58-15  to those persons, the certificate is effective when filed.

58-16     Sec. 71.7.  NRS 86.580 is hereby amended to read as follows:

58-17     86.580  1.  A limited-liability company which did exist or is

58-18  existing pursuant to the laws of this state may, upon complying with

58-19  the provisions of NRS 86.276, procure a renewal or revival of its

58-20  charter for any period, together with all the rights, franchises,

58-21  privileges and immunities, and subject to all its existing and

58-22  preexisting debts, duties and liabilities secured or imposed by its

58-23  original charter and amendments thereto, or existing charter, by

58-24  filing:

58-25     (a) A certificate with the Secretary of State, which must set

58-26  forth:

58-27         (1) The name of the limited-liability company, which must

58-28  be the name of the limited-liability company at the time of the

58-29  renewal or revival, or its name at the time its original charter

58-30  expired.

58-31         (2) The name of the person lawfully designated as the

58-32  resident agent of the limited-liability company, his street address for

58-33  the service of process, and his mailing address if different from his

58-34  street address.

58-35         (3) The date when the renewal or revival of the charter is to

58-36  commence or be effective, which may be, in cases of a revival,

58-37  before the date of the certificate.

58-38         (4) Whether or not the renewal or revival is to be perpetual,

58-39  and, if not perpetual, the time for which the renewal or revival is to

58-40  continue.

58-41         (5) That the limited-liability company desiring to renew or

58-42  revive its charter is, or has been, organized and carrying on the

58-43  business authorized by its existing or original charter and

58-44  amendments thereto, and desires to renew or continue through

59-1  revival its existence pursuant to and subject to the provisions of this

59-2  chapter.

59-3      (b) A list of its managers, or if there are no managers, all its

59-4  managing members and their post office box or street addresses,

59-5  either residence or business.

59-6      2.  A limited-liability company whose charter has not expired

59-7  and is being renewed shall cause the certificate to be signed by its

59-8  manager, or if there is no manager, by a person designated by its

59-9  members. The certificate must be approved by a majority in interest.

59-10     3.  A limited-liability company seeking to revive its original or

59-11  amended charter shall cause the certificate to be signed by a person

59-12  or persons designated or appointed by the members. The execution

59-13  and filing of the certificate must be approved by the written consent

59-14  of a majority in interest and must contain a recital that this consent

59-15  was secured. The limited-liability company shall pay to the

59-16  Secretary of State the fee required to establish a new limited-

59-17  liability company pursuant to the provisions of this chapter.

59-18     4.  The filed certificate, or a copy thereof which has been

59-19  certified under the hand and seal of the Secretary of State, must be

59-20  received in all courts and places as prima facie evidence of the facts

59-21  therein stated and of the existence of the limited-liability company

59-22  therein named.

59-23     Sec. 72.  Chapter 87 of NRS is hereby amended by adding

59-24  thereto the provisions set forth as sections 73 to 80, inclusive, of this

59-25  act.

59-26     Sec. 73.  1.  Each document filed with the Secretary of State

59-27  pursuant to this chapter must be on or accompanied by a form

59-28  prescribed by the Secretary of State.

59-29     2.  The Secretary of State may refuse to file a document which

59-30  does not comply with subsection 1 or which does not contain all of

59-31  the information required by statute for filing the document.

59-32     3.  If the provisions of the form prescribed by the Secretary of

59-33  State conflict with the provisions of any document that is

59-34  submitted for filing with the form:

59-35     (a) The provisions of the form control for all purposes with

59-36  respect to the information that is required by statute to appear in

59-37  the document in order for the document to be filed; and

59-38     (b) Unless otherwise provided in the document, the provisions

59-39  of the document control in every other situation.

59-40     4.  The Secretary of State may by regulation provide for the

59-41  electronic filing of documents with the Office of the Secretary of

59-42  State.

59-43     Sec. 74.  1.  Each foreign limited-liability partnership doing

59-44  business in this state shall, on or before the last day of the month

59-45  after the filing of its application for registration as a foreign

60-1  limited-liability partnership with the Secretary of State, and

60-2  annually thereafter on or before the last day of the month in

60-3  which the anniversary date of its qualification to do business in

60-4  this state occurs in each year, file with the Secretary of State a list,

60-5  on a form furnished by him, that contains:

60-6      (a) The name of the foreign limited-liability partnership;

60-7      (b) The file number of the foreign limited-liability partnership,

60-8  if known;

60-9      (c) The names of all its managing partners;

60-10     (d) The address, either residence or business, of each

60-11  managing partner;

60-12     (e) The name and address of its resident agent in this state;

60-13  and

60-14     (f) The signature of a managing partner of the foreign limited-

60-15  liability partnership certifying that the list is true, complete and

60-16  accurate.

60-17     2.  Each list filed pursuant to this section must be

60-18  accompanied by a declaration under penalty of perjury that the

60-19  foreign limited-liability partnership:

60-20     (a) Has complied with the provisions of chapter 364A of NRS;

60-21  and

60-22     (b) Acknowledges that pursuant to NRS 239.330 it is a

60-23  category C felony to knowingly offer any false or forged

60-24  instrument for filing in the Office of the Secretary of State.

60-25     3.  Upon filing:

60-26     (a) The initial list required by this section, the foreign limited-

60-27  liability partnership shall pay to the Secretary of State a fee of

60-28  $125.

60-29     (b) Each annual list required by this section, the foreign

60-30  limited-liability partnership shall pay to the Secretary of State a

60-31  fee of $125.

60-32     4.  The Secretary of State shall, 60 days before the last day for

60-33  filing each annual list required by subsection 1, cause to be mailed

60-34  to each foreign limited-liability partnership which is required to

60-35  comply with the provisions of sections 74 to 80, inclusive, of this

60-36  act, and which has not become delinquent, the blank forms to be

60-37  completed and filed with him. Failure of any foreign limited-

60-38  liability partnership to receive the forms does not excuse it from

60-39  the penalty imposed by the provisions of sections 74 to 80,

60-40  inclusive, of this act.

60-41     5.  An annual list for a foreign limited-liability partnership

60-42  not in default which is received by the Secretary of State more

60-43  than 90 days before its due date must be deemed an amended list

60-44  for the previous year and does not satisfy the requirements of

60-45  subsection 1 for the year to which the due date is applicable.

61-1      Sec. 75.  If a foreign limited-liability partnership has filed the

61-2  initial or annual list in compliance with section 74 of this act and

61-3  has paid the appropriate fee for the filing, the cancelled check or

61-4  other proof of payment received by the foreign limited-liability

61-5  partnership constitutes a certificate authorizing it to transact its

61-6  business within this state until the last day of the month in which

61-7  the anniversary of its qualification to transact business occurs in

61-8  the next succeeding calendar year.

61-9      Sec. 76.  1.  Each list required to be filed under the

61-10  provisions of sections 74 to 80, inclusive, of this act must, after

61-11   the name of each managing partner listed thereon, set forth the

61-12  address, either residence or business, of each managing partner.

61-13     2.  If the addresses are not stated for each person on any list

61-14  offered for filing, the Secretary of State may refuse to file the list,

61-15  and the foreign limited-liability partnership for which the list has

61-16  been offered for filing is subject to all the provisions of sections 74

61-17  to 80, inclusive, of this act relating to failure to file the list within

61-18  or at the times therein specified, unless a list is subsequently

61-19  submitted for filing which conforms to the provisions of this

61-20  section.

61-21     Sec. 77.  1.  Each foreign limited-liability partnership

61-22  required to make a filing and pay the fee prescribed in sections 74

61-23  to 80, inclusive, of this act which refuses or neglects to do so

61-24  within the time provided is in default.

61-25     2.  For default there must be added to the amount of the fee a

61-26  penalty of $50, and unless the filing is made and the fee and

61-27  penalty are paid on or before the last day of the month in which

61-28  the anniversary date of the foreign limited-liability partnership

61-29  occurs, the defaulting foreign limited-liability partnership by

61-30  reason of its default forfeits its right to transact any business

61-31  within this state. The fee and penalty must be collected as provided

61-32  in this chapter.

61-33     Sec. 78.  1.  The Secretary of State shall notify, by providing

61-34  written notice to its resident agent, each foreign limited-liability

61-35  partnership deemed in default pursuant to section 77 of this act.

61-36  The written notice:

61-37     (a) Must include a statement indicating the amount of the

61-38  filing fee, penalties incurred and costs remaining unpaid.

61-39     (b) At the request of the resident agent, may be provided

61-40  electronically.

61-41     2.  Immediately after the last day of the month in which the

61-42  anniversary date of its registration occurs, the Secretary of State

61-43  shall compile a complete list containing the names of all foreign

61-44  limited-liability partnerships whose right to transact business has

61-45  been forfeited.

62-1      3.  The Secretary of State shall notify, by providing written

62-2  notice to its resident agent, each foreign limited-liability

62-3  partnership specified in subsection 2 of the forfeiture of its right to

62-4  transact business. The written notice:

62-5      (a) Must include a statement indicating the amount of the

62-6  filing fee, penalties incurred and costs remaining unpaid.

62-7      (b) At the request of the resident agent, may be provided

62-8  electronically.

62-9      Sec. 79.  1.  Except as otherwise provided in subsections 3

62-10  and 4, the Secretary of State shall reinstate a foreign limited-

62-11  liability partnership which has forfeited or which forfeits its right

62-12  to transact business under the provisions of this chapter and shall

62-13  restore to the foreign limited-liability partnership its right to

62-14  transact business in this state, and to exercise its privileges and

62-15  immunities, if it:

62-16     (a) Files with the Secretary of State a list as provided in

62-17  sections 74 and 76 of this act; and

62-18     (b) Pays to the Secretary of State:

62-19         (1) The filing fee and penalty set forth in sections 74 and 77

62-20  of this act for each year or portion thereof that its right to transact

62-21  business was forfeited; and

62-22         (2) A fee of $300 for reinstatement.

62-23     2.  When the Secretary of State reinstates the foreign limited-

62-24  liability partnership, he shall issue to the foreign limited-liability

62-25  partnership a certificate of reinstatement if the foreign limited-

62-26  liability partnership:

62-27     (a) Requests a certificate of reinstatement; and

62-28     (b) Pays the required fees pursuant to NRS 87.550.

62-29     3.  The Secretary of State shall not order a reinstatement

62-30  unless all delinquent fees and penalties have been paid and the

62-31  revocation of the right to transact business occurred only by

62-32  reason of failure to pay the fees and penalties.

62-33     4.  If the right of a foreign limited-liability partnership to

62-34  transact business in this state has been forfeited pursuant to the

62-35  provisions of section 78 of this act and has remained forfeited for

62-36  a period of 5 consecutive years, the right to transact business must

62-37  not be reinstated.

62-38     Sec. 80.  1.  Except as otherwise provided in subsection 2, if

62-39  a foreign limited-liability partnership applies to reinstate its

62-40  certificate of registration and its name has been legally reserved or

62-41  acquired by another artificial person formed, organized, registered

62-42  or qualified pursuant to the provisions of this title whose name is

62-43  on file with the Office of the Secretary of State or reserved in the

62-44  Office of the Secretary of State pursuant to the provisions of this

62-45  title, the foreign limited-liability partnership must submit in

63-1  writing in its application for reinstatement to the Secretary of State

63-2  some other name under which it desires its existence to be

63-3  reinstated. If that name is distinguishable from all other names

63-4  reserved or otherwise on file, the Secretary of State shall reinstate

63-5  the foreign limited-liability partnership under that new name.

63-6      2.  If the applying foreign limited-liability partnership submits

63-7  the written, acknowledged consent of the artificial person having a

63-8  name, or the person who has reserved a name, which is not

63-9  distinguishable from the old name of the applying foreign limited-

63-10  liability partnership or a new name it has submitted, it may be

63-11  reinstated under that name.

63-12     3.  For the purposes of this section, a proposed name is not

63-13  distinguishable from a name on file or reserved solely because one

63-14  or the other contains distinctive lettering, a distinctive mark, a

63-15  trademark or a trade name, or any combination thereof.

63-16     4.  The Secretary of State may adopt regulations that interpret

63-17  the requirements of this section.

63-18     Sec. 81.  NRS 87.450 is hereby amended to read as follows:

63-19     87.450  1.  The name proposed for a registered limited-

63-20  liability partnership must contain the words “Limited-Liability

63-21  Partnership” or “Registered Limited-Liability Partnership” or the

63-22  abbreviation “L.L.P.” or “LLP” as the last words or letters of the

63-23  name and must be distinguishable on the records of the Secretary of

63-24  State from the names of all other artificial persons formed,

63-25  organized, registered or qualified pursuant to the provisions of this

63-26  title that are on file in the Office of the Secretary of State and all

63-27  names that are reserved in the Office of the Secretary of State

63-28  pursuant to the provisions of this title. If the name of the registered

63-29  limited-liability partnership on a certificate of registration of

63-30  limited-liability partnership submitted to the Secretary of State is not

63-31  distinguishable from a name on file or reserved name, the Secretary

63-32  of State shall return the certificate to the person who signed it unless

63-33  the written, acknowledged consent of the holder of the name on file

63-34  or reserved name to use the name accompanies the certificate.

63-35     2.  For the purposes of this section, a proposed name is not

63-36  distinguishable from a name on file or reserved name solely because

63-37  one or the other contains distinctive lettering, a distinctive mark, a

63-38  trademark or a trade name, or any combination of [these.] thereof.

63-39     3.  The Secretary of State shall not accept for filing any

63-40  certificate of registration or certificate of amendment of a

63-41  certificate of registration of any registered limited-liability

63-42  partnership formed or existing pursuant to the laws of this state

63-43  which provides that the name of the registered limited-liability

63-44  partnership contains the words “accountant,” “accounting,”

63-45  “accountancy,” “auditor” or “auditing” unless the Nevada State

64-1  Board of Accountancy certifies that the registered limited-liability

64-2  partnership:

64-3      (a) Is registered pursuant to the provisions of chapter 628 of

64-4  NRS; or

64-5      (b) Has filed with the Nevada State Board of Accountancy

64-6  under penalty of perjury a written statement that the registered

64-7  limited-liability partnership is not engaged in the practice of

64-8  accounting and is not offering to practice accounting in this state.

64-9      4.  The Secretary of State shall not accept for filing any

64-10  certificate of registration or certificate of amendment of a

64-11  certificate of registration of any registered limited-liability

64-12  partnership formed or existing pursuant to the laws of this state

64-13  which provides that the name of the registered limited-liability

64-14  partnership contains the word “bank” or “trust” unless:

64-15     (a) It appears from the certificate of registration or the

64-16  certificate of amendment that the registered limited-liability

64-17  partnership proposes to carry on business as a banking or trust

64-18  company, exclusively or in connection with its business as a bank,

64-19  savings and loan association or thrift company; and

64-20     (b) The certificate of registration or certificate of amendment

64-21  is first approved by the Commissioner of Financial Institutions.

64-22     5.  The Secretary of State shall not accept for filing any

64-23  certificate of registration or certificate of amendment of a

64-24  certificate of registration of any registered limited-liability

64-25  partnership formed or existing pursuant to the provisions of this

64-26  chapter if it appears from the certificate of registration or the

64-27  certificate of amendment that the business to be carried on by the

64-28  registered limited-liability partnership is subject to supervision by

64-29  the Commissioner of Insurance or by the Commissioner of

64-30  Financial Institutions, unless the certificate of registration or

64-31  certificate of amendment is approved by the Commissioner who

64-32  will supervise the business of the registered limited-liability

64-33  partnership.

64-34     6.  Except as otherwise provided in subsection 5, the Secretary

64-35  of State shall not accept for filing any certificate of registration or

64-36  certificate of amendment of a certificate of registration of any

64-37  registered limited-liability partnership formed or existing pursuant

64-38  to the laws of this state which provides that the name of the

64-39  registered limited-liability partnership contains the words

64-40  “engineer,” “engineered,” “engineering,” “professional

64-41  engineer,” “registered engineer” or “licensed engineer” unless:

64-42     (a) The State Board of Professional Engineers and Land

64-43  Surveyors certifies that the principals of the registered limited-

64-44  liability partnership are licensed to practice engineering pursuant

64-45  to the laws of this state; or

65-1      (b) The State Board of Professional Engineers and Land

65-2  Surveyors certifies that the registered limited-liability partnership

65-3  is exempt from the prohibitions of NRS 625.520.

65-4      7.  The Secretary of State shall not accept for filing any

65-5  certificate of registration or certificate of amendment of a

65-6  certificate of registration of any registered limited-liability

65-7  partnership formed or existing pursuant to the laws of this state

65-8  which provides that the name of the registered limited-liability

65-9  partnership contains the words “unit-owners’ association” or

65-10  “homeowners’ association” or if it appears in the certificate of

65-11  registration or certificate of amendment that the purpose of the

65-12  registered limited-liability partnership is to operate as a unit-

65-13  owners’ association pursuant to chapter 116 of NRS unless the

65-14  Administrator of the Real Estate Division of the Department of

65-15  Business and Industry certifies that the registered limited-liability

65-16  partnership has:

65-17     (a) Registered with the Ombudsman for Owners in Common-

65-18  Interest Communities pursuant to NRS 116.31158; and

65-19     (b) Paid to the Administrator of the Real Estate Division the

65-20  fees required pursuant to NRS 116.31155.

65-21     8.  The name of a registered limited-liability partnership whose

65-22  right to transact business has been forfeited, which has merged and

65-23  is not the surviving entity or whose existence has otherwise

65-24  terminated is available for use by any other artificial person.

65-25     [4.] 9.  The Secretary of State may adopt regulations that

65-26  interpret the requirements of this section.

65-27     Sec. 81.5.  NRS 87.455 is hereby amended to read as follows:

65-28     87.455  1.  Except as otherwise provided in subsection 2, if a

65-29  registered limited-liability partnership applies to reinstate its right to

65-30  transact business but its name has been legally acquired by any other

65-31  artificial person formed, organized, registered or qualified pursuant

65-32  to the provisions of this title whose name is on file with the Office

65-33  of the Secretary of State or reserved in the Office of the Secretary of

65-34  State pursuant to the provisions of this title, the applying registered

65-35  limited-liability partnership shall submit in writing to the Secretary

65-36  of State some other name under which it desires its right to transact

65-37  business to be reinstated. If that name is distinguishable from all

65-38  other names reserved or otherwise on file, the Secretary of State

65-39  shall [issue to the applying] reinstate the registered limited-liability

65-40  partnership [a certificate of reinstatement] under that new name.

65-41     2.  If the applying registered limited-liability partnership

65-42  submits the written, acknowledged consent of the artificial person

65-43  having the name, or the person who has reserved the name, that is

65-44  not distinguishable from the old name of the applying registered

66-1  limited-liability partnership or a new name it has submitted, it may

66-2  be reinstated under that name.

66-3      3.  For the purposes of this section, a proposed name is not

66-4  distinguishable from a name on file or reserved name solely because

66-5  one or the other contains distinctive lettering, a distinctive mark, a

66-6  trademark or a trade name, or any combination of these.

66-7      4.  The Secretary of State may adopt regulations that interpret

66-8  the requirements of this section.

66-9      Sec. 82.  NRS 87.460 is hereby amended to read as follows:

66-10     87.460  1.  A certificate of registration of a registered limited-

66-11  liability partnership may be amended by filing with the Secretary of

66-12  State a certificate of amendment. The certificate of amendment must

66-13  set forth:

66-14     (a) The name of the registered limited-liability partnership; and

66-15     (b) [The dates on which the registered limited-liability

66-16  partnership filed its original certificate of registration and any other

66-17  certificates of amendment; and

66-18     (c)] The change to the information contained in the original

66-19  certificate of registration or any other certificates of amendment.

66-20     2.  The certificate of amendment must be:

66-21     (a) Signed by a managing partner of the registered limited-

66-22  liability partnership; and

66-23     (b) Accompanied by a fee of [$150.] $175.

66-24     Sec. 82.3.  NRS 87.470 is hereby amended to read as follows:

66-25     87.470  The registration of a registered limited-liability

66-26  partnership is effective until:

66-27     1.  Its certificate of registration is revoked pursuant to NRS

66-28  87.520; or

66-29     2.  The registered limited-liability partnership files with the

66-30  Secretary of State a written notice of withdrawal executed by a

66-31  managing partner. The notice must be accompanied by a fee of

66-32  [$60.] $75.

66-33     Sec. 82.5.  NRS 87.490 is hereby amended to read as follows:

66-34     87.490  1.  If a registered limited-liability partnership wishes

66-35  to change the location of its principal office in this state or its

66-36  resident agent, it shall first file with the Secretary of State a

66-37  certificate of change of principal office or resident agent that sets

66-38  forth:

66-39     (a) The name of the registered limited-liability partnership;

66-40     (b) The street address of its principal office;

66-41     (c) If the location of its principal office will be changed, the

66-42  street address of its new principal office;

66-43     (d) The name of its resident agent; and

 

67-1      (e) If its resident agent will be changed, the name of its new

67-2  resident agent.

67-3  [The]

67-4      2.  A certificate of acceptance [of its] signed by the new

67-5  resident agent must accompany the certificate of change [.

67-6      2.] of resident agent.

67-7      3.  A certificate of change of principal office or resident agent

67-8  filed pursuant to this section must be:

67-9      (a) Signed by a managing partner of the registered limited-

67-10  liability partnership; and

67-11     (b) Accompanied by a fee of [$30.] $60.

67-12     4.  If the name of a resident agent is changed as a result of a

67-13  merger, conversion, exchange, sale, reorganization or

67-14  amendment, the resident agent shall:

67-15     (a) File with the Secretary of State a certificate of name

67-16  change of resident agent that includes:

67-17         (1) The current name of the resident agent as filed with the

67-18  Secretary of State;

67-19         (2) The new name of the resident agent; and

67-20         (3) The name and file number of each artificial person

67-21  formed, organized, registered or qualified pursuant to the

67-22  provisions of this title that the resident agent represents; and

67-23     (b) Pay to the Secretary of State a filing fee of $100.

67-24     5.  A change authorized by this section becomes effective upon

67-25  the filing of the proper certificate of change.

67-26     Sec. 82.7.  NRS 87.500 is hereby amended to read as follows:

67-27     87.500  1.  A resident agent [of a registered limited-liability

67-28  partnership] who wishes to resign shall [file] :

67-29     (a) File with the Secretary of State a signed statement in the

67-30  manner provided pursuant to subsection 1 of NRS 78.097 that he is

67-31  unwilling to continue to act as the resident agent of the registered

67-32  limited-liability partnership for the service of process [.] ; and

67-33     (b) Pay to the Secretary of State the filing fee set forth in

67-34  subsection 1 of NRS 78.097.

67-35  A resignation is not effective until the signed statement is filed with

67-36  the Secretary of State.

67-37     2.  The statement of resignation may contain a statement by the

67-38  affected registered limited-liability partnership appointing a

67-39  successor resident agent. A certificate of acceptance signed by the

67-40  new agent, stating the full name, complete street address and, if

67-41  different from the street address, the mailing address of the new

67-42  agent, must accompany the statement appointing the new resident

67-43  agent.

67-44     3.  Upon the filing of the statement with the Secretary of State,

67-45  the capacity of the person as resident agent terminates. If the

68-1  statement of resignation contains no statement by the registered

68-2  limited-liability partnership appointing a successor resident agent,

68-3  the resigning agent shall immediately give written notice, by

68-4  certified mail, to the registered limited-liability partnership of the

68-5  filing of the statement and its effect. The notice must be addressed

68-6  to a managing partner in this state.

68-7      4.  If a resident agent dies, resigns or removes himself from the

68-8  State, the registered limited-liability partnership shall, within 30

68-9  days thereafter, file with the Secretary of State a certificate of

68-10  acceptance, executed by the new resident agent. The certificate must

68-11  set forth the full name, complete street address and, if different from

68-12  the street address, the mailing address of the newly designated

68-13  resident agent.

68-14     5.  If a registered limited-liability partnership fails to file a

68-15  certificate of acceptance within the period required by [this

68-16  subsection,] subsection 4, it is in default and is subject to the

68-17  provisions of NRS 87.520.

68-18     Sec. 83.  NRS 87.510 is hereby amended to read as follows:

68-19     87.510  1.  A registered limited-liability partnership shall, on

68-20  or before the [first] last day of the [second] first month after the

68-21  filing of its certificate of registration with the Secretary of State, and

68-22  annually thereafter on or before the last day of the month in which

68-23  the anniversary date of the filing of its certificate of registration with

68-24  the Secretary of State occurs, file with the Secretary of State, on a

68-25  form furnished by him, a list that contains:

68-26     (a) The name of the registered limited-liability partnership;

68-27     (b) The file number of the registered limited-liability

68-28  partnership, if known;

68-29     (c) The names of all of its managing partners;

68-30     (d) The [mailing or street] address, either residence or business,

68-31  of each managing partner;

68-32     (e) The name and [street] address of the lawfully designated

68-33  resident agent of the registered limited-liability partnership; and

68-34     (f) The signature of a managing partner of the registered limited-

68-35  liability partnership certifying that the list is true, complete and

68-36  accurate.

68-37  Each list filed pursuant to this subsection must be accompanied by a

68-38  declaration under penalty of perjury that the registered limited-

68-39  liability partnership has complied with the provisions of chapter

68-40  364A of NRS[.] and which acknowledges that pursuant to NRS

68-41  239.330 it is a category C felony to knowingly offer any false or

68-42  forged instrument for filing in the Office of the Secretary of State.

68-43     2.  Upon filing:

69-1      (a) The initial list required by subsection 1, the registered

69-2  limited-liability partnership shall pay to the Secretary of State a fee

69-3  of [$165.] $125.

69-4      (b) Each annual list required by subsection 1, the registered

69-5  limited-liability partnership shall pay to the Secretary of State a fee

69-6  of [$85.] $125.

69-7      3.  If a managing partner of a registered limited-liability

69-8  partnership resigns and the resignation is not made in conjunction

69-9  with the filing of an annual or amended list of managing partners,

69-10  the registered limited-liability partnership shall pay to the

69-11  Secretary of State a fee of $75 to file the resignation of the

69-12  managing partner.

69-13     4.  The Secretary of State shall, at least 60 days before the last

69-14  day for filing each annual list required by subsection 1, cause to be

69-15  mailed to the registered limited-liability partnership a notice of the

69-16  fee due pursuant to subsection 2 and a reminder to file the annual

69-17  list required by subsection 1. The failure of any registered limited-

69-18  liability partnership to receive a notice or form does not excuse it

69-19  from complying with the provisions of this section.

69-20     [4.] 5.  If the list to be filed pursuant to the provisions of

69-21  subsection 1 is defective, or the fee required by subsection 2 is not

69-22  paid, the Secretary of State may return the list for correction or

69-23  payment.

69-24     [5.] 6.  An annual list that is filed by a registered limited-

69-25  liability partnership which is not in default more than [60] 90 days

69-26  before it is due shall be deemed an amended list for the previous

69-27  year and does not satisfy the requirements of subsection 1 for the

69-28  year to which the due date is applicable.

69-29     Sec. 84.  NRS 87.520 is hereby amended to read as follows:

69-30     87.520  1.  A registered limited-liability partnership that fails

69-31  to comply with the provisions of NRS 87.510 is in default.

69-32     2.  Upon notification from the Administrator of the Real

69-33  Estate Division of the Department of Business and Industry that a

69-34  registered limited-liability partnership which is a unit-owners’

69-35  association as defined in NRS 116.110315 has failed to register

69-36  pursuant to NRS 116.31158 or failed to pay the fees pursuant to

69-37  NRS 116.31155, the Secretary of State shall deem the registered

69-38  limited-liability partnership to be in default. If, after the registered

69-39  limited-liability partnership is deemed to be in default, the

69-40  Administrator notifies the Secretary of State that the registered

69-41  limited-liability partnership has registered pursuant to NRS

69-42  116.31158 and paid the fees pursuant to NRS 116.31155, the

69-43  Secretary of State shall reinstate the registered limited-liability

69-44  partnership if the registered limited-liability partnership complies

70-1  with the requirements for reinstatement as provided in this section

70-2  and NRS 87.510 and 87.530.

70-3      3.  Any registered limited-liability partnership that is in default

70-4  pursuant to [subsection 1] this section must, in addition to the fee

70-5  required to be paid pursuant to NRS 87.510, pay a penalty of [$50.

70-6      3.  On or before the 15th day of the third month after the month

70-7  in which the fee required to be paid pursuant to NRS 87.510 is due,

70-8  the] $75.

70-9      4.  The Secretary of State shall [notify, by certified mail,]

70-10  provide written notice to the resident agent of any registered

70-11  limited-liability partnership that is in default. The written notice

70-12  [must] :

70-13     (a) Must include the amount of any payment that is due from the

70-14  registered limited-liability partnership.

70-15     [4.] (b) At the request of the resident agent, may be provided

70-16  electronically.

70-17     5.  If a registered limited-liability partnership fails to pay the

70-18  amount that is due, the certificate of registration of the registered

70-19  limited-liability partnership shall be deemed revoked [on the first

70-20  day of the ninth month after the month in which the fee required to

70-21  be paid pursuant to NRS 87.510 was due. The] immediately after

70-22  the last day of the month in which the anniversary date of the

70-23  filing of the certificate of registration occurs, and the Secretary of

70-24  State shall notify [a] the registered limited-liability partnership, by

70-25  [certified mail, addressed] providing written notice to its resident

70-26  agent or, if the registered limited-liability partnership does not have

70-27  a resident agent, to a managing partner, that its certificate of

70-28  registration is revoked . [and] The written notice:

70-29     (a) Must include the amount of any fees and penalties incurred

70-30  that are due.

70-31     (b) At the request of the resident agent or managing partner,

70-32  may be provided electronically.

70-33     Sec. 85.  NRS 87.530 is hereby amended to read as follows:

70-34     87.530  1.  Except as otherwise provided in subsection 3, the

70-35  Secretary of State shall reinstate the certificate of registration of a

70-36  registered limited-liability partnership that is revoked pursuant to

70-37  NRS 87.520 if the registered limited-liability partnership:

70-38     (a) Files with the Secretary of State [the] :

70-39         (1) The information required by NRS 87.510; and

70-40         (2) A certificate of acceptance of appointment signed by its

70-41  resident agent; and

70-42     (b) Pays to the Secretary of State:

70-43         (1) The fee required to be paid [by that section;] pursuant to

70-44  NRS 87.510;

71-1          (2) Any penalty required to be paid pursuant to NRS 87.520;

71-2  and

71-3          (3) A reinstatement fee of [$200.

71-4      2.  Upon reinstatement of a certificate of registration pursuant

71-5  to this section,] $300.

71-6      2.  When the Secretary of State reinstates the registered

71-7  limited-liability partnership, he shall[:

71-8      (a) Deliver to the registered limited-liability partnership a

71-9  certificate of reinstatement authorizing it to transact business

71-10  retroactively from the date the fee required by NRS 87.510 was due;

71-11  and

71-12     (b) Upon request,]issue to the registered limited-liability

71-13  partnership [one or more certified copies of the] a certificate of

71-14  reinstatement [.] if the registered limited-liability partnership:

71-15     (a) Requests a certificate of reinstatement; and

71-16     (b) Pays the required fees pursuant to NRS 87.550.

71-17     3.  The Secretary of State shall not reinstate the certificate of

71-18  registration of a registered limited-liability partnership if the

71-19  certificate was revoked pursuant to NRS 87.520 at least 5 years

71-20  before the date of the proposed reinstatement.

71-21     Sec. 86.  NRS 87.547 is hereby amended to read as follows:

71-22     87.547  1.  A registered limited-liability partnership may

71-23  correct a document filed by the Secretary of State with respect to the

71-24  registered limited-liability partnership if the document contains an

71-25  inaccurate record of a partnership action described in the document

71-26  or was defectively executed, attested, sealed, verified or

71-27  acknowledged.

71-28     2.  To correct a document, the registered limited-liability

71-29  partnership must:

71-30     (a) Prepare a certificate of correction that:

71-31         (1) States the name of the registered limited-liability

71-32  partnership;

71-33         (2) Describes the document, including, without limitation, its

71-34  filing date;

71-35         (3) Specifies the inaccuracy or defect;

71-36         (4) Sets forth the inaccurate or defective portion of the

71-37  document in an accurate or corrected form; and

71-38         (5) Is signed by a managing partner of the registered limited-

71-39  liability partnership.

71-40     (b) Deliver the certificate to the Secretary of State for filing.

71-41     (c) Pay a filing fee of [$150] $175 to the Secretary of State.

71-42     3.  A certificate of correction is effective on the effective date

71-43  of the document it corrects except as to persons relying on the

71-44  uncorrected document and adversely affected by the correction. As

71-45  to those persons, the certificate is effective when filed.

72-1      Sec. 86.5.  NRS 87.550 is hereby amended to read as follows:

72-2      87.550  In addition to any other fees required by NRS 87.440 to

72-3  87.540, inclusive, and 87.560, the Secretary of State shall charge

72-4  and collect the following fees for services rendered pursuant to

72-5  those sections:

72-6      1.  For certifying documents required by NRS 87.440 to 87.540,

72-7  inclusive, and 87.560, [$20] $30 per certification.

72-8      2.  For executing a certificate verifying the existence of a

72-9  registered limited-liability partnership, if the registered limited-

72-10  liability partnership has not filed a certificate of amendment, [$40.]

72-11  $50.

72-12     3.  For executing a certificate verifying the existence of a

72-13  registered limited-liability partnership, if the registered limited-

72-14  liability partnership has filed a certificate of amendment, [$40.] $50.

72-15     4.  For executing, certifying or filing any certificate or

72-16  document not required by NRS 87.440 to 87.540, inclusive, and

72-17  87.560, [$40.] $50.

72-18     5.  For any copies made by the Office of the Secretary of State,

72-19  [$1] $2 per page.

72-20     6.  For examining and provisionally approving any document

72-21  before the document is presented for filing, [$100.] $125.

72-22     Sec. 87.  Chapter 88 of NRS is hereby amended by adding

72-23  thereto the provisions set forth as sections 87.1 to 95, inclusive, of

72-24  this act.

72-25     Sec. 87.1.  1.  To become a registered limited-liability limited

72-26  partnership, a limited partnership shall file with the Secretary of

72-27  State a certificate of registration stating each of the following:

72-28     (a) The name of the limited partnership.

72-29     (b) The street address of its principal office.

72-30     (c) The name of the person designated as the resident agent of

72-31  the limited partnership, the street address of the resident agent

72-32  where process may be served upon the partnership and the mailing

72-33  address of the resident agent if it is different from his street

72-34  address.

72-35     (d) The name and business address of each organizer

72-36  executing the certificate.

72-37     (e) The name and business address of each initial general

72-38  partner.

72-39     (f) That the limited partnership thereafter will be a registered

72-40  limited-liability limited partnership.

72-41     (g) Any other information that the limited partnership wishes

72-42  to include.

72-43     2.  The certificate of registration must be executed by the vote

72-44  necessary to amend the partnership agreement or, in the case of a

73-1  partnership agreement that expressly considers contribution

73-2  obligations, the vote necessary to amend those provisions.

73-3      3.  The Secretary of State shall register as a registered limited-

73-4  liability limited partnership any limited partnership that submits a

73-5  completed certificate of registration with the required fee.

73-6      4.  The registration of a registered limited-liability limited

73-7  partnership is effective at the time of the filing of the certificate of

73-8  registration.

73-9      Sec. 87.2.  1.  The name proposed for a registered limited-

73-10  liability limited partnership must contain the words “Limited-

73-11  Liability Limited Partnership” or “Registered Limited-Liability

73-12  Limited Partnership” or the abbreviation “L.L.L.P.” or “LLLP”

73-13  as the last words or letters of the name and must be

73-14  distinguishable on the records of the Secretary of State from the

73-15  names of all other artificial persons formed, organized, registered

73-16  or qualified pursuant to the provisions of this title that are on file

73-17  in the Office of the Secretary of State and all names that are

73-18  reserved in the Office of the Secretary of State pursuant to the

73-19  provisions of this title. If the name of the registered limited-

73-20  liability limited partnership on a certificate of registration of

73-21  limited-liability limited partnership submitted to the Secretary of

73-22  State is not distinguishable from any name on file or reserved

73-23  name, the Secretary of State shall return the certificate to the

73-24  person who signed it, unless the written, acknowledged consent to

73-25  the same name of the holder of the name on file or reserved name

73-26  to use the name accompanies the certificate.

73-27     2.  The Secretary of State shall not accept for filing any

73-28  certificate of registration or any certificate of amendment of a

73-29  certificate of registration of any registered limited-liability limited

73-30  partnership formed or existing pursuant to the laws of this state

73-31  which provides that the name of the registered limited-liability

73-32  limited partnership contains the words “unit-owners’ association”

73-33  or “homeowners’ association” or if it appears in the certificate of

73-34  registration or certificate of amendment that the purpose of the

73-35  registered limited-liability limited partnership is to operate as a

73-36  unit-owners’ association pursuant to chapter 116 of NRS unless

73-37  the Administrator of the Real Estate Division of the Department of

73-38  Business and Industry certifies that the registered limited-liability

73-39  limited partnership has:

73-40     (a) Registered with the Ombudsman for Owners in Common-

73-41  Interest Communities pursuant to NRS 116.31158; and

73-42     (b) Paid to the Administrator of the Real Estate Division the

73-43  fees required pursuant to NRS 116.31155.

73-44     3.  For the purposes of this section, a proposed name is not

73-45  distinguishable from a name on file or reserved name solely

74-1  because one or the other contains distinctive lettering, a distinctive

74-2  mark, a trademark or a trade name, or any combination thereof.

74-3      4.  The name of a registered limited-liability limited

74-4  partnership whose right to transact business has been forfeited,

74-5  which has merged and is not the surviving entity or whose

74-6  existence has otherwise terminated is available for use by any

74-7  other artificial person.

74-8      5.  The Secretary of State may adopt regulations that interpret

74-9  the requirements of this section.

74-10     Sec. 87.3.  1.  The registration of a registered limited-

74-11  liability limited partnership is effective until:

74-12     (a) Its certificate of registration is revoked pursuant to NRS

74-13  88.405; or

74-14     (b) The registered limited-liability limited partnership files

74-15  with the Secretary of State a written notice of withdrawal executed

74-16  by a general partner. The notice must be accompanied by a fee of

74-17  $60.

74-18     2.  Upon notification from the Administrator of the Real

74-19  Estate Division of the Department of Business and Industry that a

74-20  registered limited-liability limited partnership which is a unit-

74-21  owners’ association as defined in NRS 116.110315 has failed to

74-22  register pursuant to NRS 116.31158 or failed to pay the fees

74-23  pursuant to NRS 116.31155, the Secretary of State shall deem the

74-24  registered limited-liability limited partnership to be in default. If,

74-25  after the registered limited-liability limited partnership is deemed

74-26  to be in default, the Administrator notifies the Secretary of State

74-27  that the registered limited-liability limited partnership has

74-28  registered pursuant to NRS 116.31158 and paid the fees pursuant

74-29  to NRS 116.31155, the Secretary of State shall reinstate the

74-30  registered limited-liability limited partnership if the registered

74-31  limited-liability limited partnership complies with the requirements

74-32  for reinstatement as provided in this section and NRS 87.510 and

74-33  87.530.

74-34     Sec. 87.4.  The status of a limited partnership as a registered

74-35  limited-liability limited partnership, and the liability of its

74-36  partners, are not affected by errors in the information contained

74-37  in a certificate of registration or an annual list required to be filed

74-38  with the Secretary of State, or by changes after the filing of such a

74-39  certificate or list in the information contained in the certificate or

74-40  list.

74-41     Sec. 87.5.  1.  Notwithstanding any provision in a

74-42  partnership agreement that may have existed before a

74-43  limited partnership became a registered limited-liability limited

74-44  partnership pursuant to section 87.1 of this act, if a registered

74-45  limited-liability limited partnership incurs a debt or liability:

75-1      (a) The debt or liability is solely the responsibility of the

75-2  registered limited-liability limited partnership; and

75-3      (b) A partner of a registered limited-liability limited

75-4  partnership is not individually liable for the debt or liability by way

75-5  of acting as a partner.

75-6      2.  For purposes of this section, the failure of a registered

75-7  limited-liability limited partnership to observe the formalities or

75-8  requirements relating to the management of the registered limited-

75-9  liability limited partnership, in and of itself, is not sufficient to

75-10  establish grounds for imposing personal liability on a partner for a

75-11  debt or liability of the registered limited-liability limited

75-12  partnership.

75-13     Sec. 87.6.  1.  Except as otherwise provided by specific

75-14  statute, no partner of a registered limited-liability limited

75-15  partnership is individually liable for a debt or liability of the

75-16  registered limited-liability limited partnership, unless the partner

75-17  acts as the alter ego of the registered limited-liability limited

75-18  partnership.

75-19     2.  A partner acts as the alter ego of a registered limited-

75-20  liability limited partnership if:

75-21     (a) The registered limited-liability limited partnership is

75-22  influenced and governed by the partner;

75-23     (b) There is such unity of interest and ownership that the

75-24  registered limited-liability limited partnership and the partner are

75-25  inseparable from each other; and

75-26     (c) Adherence to the fiction of a separate entity would sanction

75-27  fraud or promote a manifest injustice.

75-28     3.  The question of whether a partner acts as the alter ego of a

75-29  registered limited-liability limited partnership must be determined

75-30  by the court as a matter of law.

75-31     Sec. 87.7.  To the extent permitted by the law of that

75-32  jurisdiction:

75-33     1.  A limited partnership, including a registered limited-

75-34  liability limited partnership, formed and existing under this

75-35  chapter, may conduct its business, carry on its operations, and

75-36  exercise the powers granted by this chapter in any state, territory,

75-37  district or possession of the United States or in any foreign

75-38  country.

75-39     2.  The internal affairs of a limited partnership, including a

75-40  registered limited-liability limited partnership, formed and existing

75-41  under this chapter, including the liability of partners for debts,

75-42  obligations and liabilities of or chargeable to the partnership, are

75-43  governed by the laws of this state.

75-44     Sec. 87.8.  The name of a foreign registered limited-liability

75-45  limited partnership that is doing business in this state must

76-1  contain the words “Limited-Liability Limited Partnership” or

76-2  “Registered Limited-Liability Limited Partnership” or the

76-3  abbreviations “L.L.L.P.” or “LLLP,” or such other words or

76-4  abbreviations as may be required or authorized by the laws of the

76-5  other jurisdiction, as the last words or letters of the name.

76-6      Sec. 88.  1.  Each document filed with the Secretary of State

76-7  pursuant to this chapter must be on or accompanied by a form

76-8  prescribed by the Secretary of State.

76-9      2.  The Secretary of State may refuse to file a document which

76-10  does not comply with subsection 1 or which does not contain all of

76-11  the information required by statute for filing the document.

76-12     3.  If the provisions of the form prescribed by the Secretary of

76-13  State conflict with the provisions of any document that is

76-14  submitted for filing with the form:

76-15     (a) The provisions of the form control for all purposes with

76-16  respect to the information that is required by statute to appear in

76-17  the document in order for the document to be filed; and

76-18     (b) Unless otherwise provided in the document, the provisions

76-19  of the document control in every other situation.

76-20     4.  The Secretary of State may by regulation provide for the

76-21  electronic filing of documents with the Office of the Secretary of

76-22  State.

76-23     Sec. 89.  1.  Each foreign limited partnership doing business

76-24  in this state shall, on or before the last day of the month after the

76-25  filing of its application for registration as a foreign limited

76-26  partnership with the Secretary of State, and annually thereafter on

76-27  or before the last day of the month in which the anniversary date

76-28  of its qualification to do business in this state occurs in each year,

76-29  file with the Secretary of State a list, on a form furnished by him,

76-30  that contains:

76-31     (a) The name of the foreign limited partnership;

76-32     (b) The file number of the foreign limited partnership, if

76-33  known;

76-34     (c) The names of all its general partners;

76-35     (d) The address, either residence or business, of each general

76-36  partner;

76-37     (e) The name and address of its resident agent in this state;

76-38  and

76-39     (f) The signature of a general partner of the foreign limited

76-40  partnership certifying that the list is true, complete and accurate.

76-41     2.  Each list filed pursuant to this section must be

76-42  accompanied by a declaration under penalty of perjury that the

76-43  foreign limited partnership:

76-44     (a) Has complied with the provisions of chapter 364A of NRS;

76-45  and

77-1      (b) Acknowledges that pursuant to NRS 239.330 it is a

77-2  category C felony to knowingly offer any false or forged

77-3  instrument for filing in the Office of the Secretary of State.

77-4      3.  Upon filing:

77-5      (a) The initial list required by this section, the foreign limited

77-6  partnership shall pay to the Secretary of State a fee of $125.

77-7      (b) Each annual list required by this section, the foreign

77-8  limited partnership shall pay to the Secretary of State a fee of

77-9  $125.

77-10     4.  The Secretary of State shall, 60 days before the last day for

77-11  filing each annual list required by subsection 1, cause to be mailed

77-12  to each foreign limited partnership which is required to comply

77-13  with the provisions of sections 89 to 95, inclusive, of this act, and

77-14  which has not become delinquent, the blank forms to be completed

77-15  and filed with him. Failure of any foreign limited partnership to

77-16  receive the forms does not excuse it from the penalty imposed by

77-17  the provisions of sections 89 to 95, inclusive, of this act.

77-18     5.  An annual list for a foreign limited partnership not in

77-19  default which is received by the Secretary of State more than 90

77-20  days before its due date must be deemed an amended list for the

77-21  previous year and does not satisfy the requirements of subsection 1

77-22  for the year to which the due date is applicable.

77-23     Sec. 90.  If a foreign limited partnership has filed the initial

77-24  or annual list in compliance with section 89 of this act and has

77-25  paid the appropriate fee for the filing, the cancelled check or other

77-26  proof of payment received by the foreign limited partnership

77-27  constitutes a certificate authorizing it to transact its business

77-28  within this state until the last day of the month in which the

77-29  anniversary of its qualification to transact business occurs in the

77-30  next succeeding calendar year.

77-31     Sec. 91.  1.  Each list required to be filed under the

77-32  provisions of sections 89 to 95, inclusive, of this act must, after

77-33  the name of each managing partner listed thereon, set forth the

77-34  address, either residence or business, of each managing partner.

77-35     2.  If the addresses are not stated for each person on any list

77-36  offered for filing, the Secretary of State may refuse to file the list,

77-37  and the foreign limited partnership for which the list has been

77-38  offered for filing is subject to all the provisions of sections 89 to

77-39  95, inclusive, of this act relating to failure to file the list within or

77-40  at the times therein specified, unless a list is subsequently

77-41  submitted for filing which conforms to the provisions of this

77-42  section.

77-43     Sec. 92.  1.  Each foreign limited partnership required to

77-44  make a filing and pay the fee prescribed in sections 89 to 95,

78-1  inclusive, of this act which refuses or neglects to do so within the

78-2  time provided is in default.

78-3      2.  For default there must be added to the amount of the fee a

78-4  penalty of $50, and unless the filing is made and the fee and

78-5  penalty are paid on or before the last day of the month in which

78-6  the anniversary date of the foreign limited partnership occurs, the

78-7  defaulting foreign limited partnership by reason of its default

78-8  forfeits its right to transact any business within this state. The fee

78-9  and penalty must be collected as provided in this chapter.

78-10     Sec. 93.  1.  The Secretary of State shall notify, by providing

78-11  written notice to its resident agent, each foreign limited

78-12  partnership deemed in default pursuant to section 92 of this act.

78-13  The written notice:

78-14     (a) Must include a statement indicating the amount of the

78-15  filing fee, penalties incurred and costs remaining unpaid.

78-16     (b) At the request of the resident agent, may be provided

78-17  electronically.

78-18     2.  Immediately after the last day of the month in which the

78-19  anniversary date of the filing of the certificate of limited

78-20  partnership occurs, the Secretary of State shall compile a complete

78-21  list containing the names of all foreign limited partnerships whose

78-22  right to transact business has been forfeited.

78-23     3.  The Secretary of State shall notify, by providing written

78-24  notice to its resident agent, each foreign limited partnership

78-25  specified in subsection 2 of the forfeiture of its right to transact

78-26  business. The written notice:

78-27     (a) Must include a statement indicating the amount of the

78-28  filing fee, penalties incurred and costs remaining unpaid.

78-29     (b) At the request of the resident agent, may be provided

78-30  electronically.

78-31     Sec. 94.  1.  Except as otherwise provided in subsections 3

78-32  and 4, the Secretary of State shall reinstate a foreign limited

78-33  partnership which has forfeited or which forfeits its right to

78-34  transact business under the provisions of this chapter and shall

78-35  restore to the foreign limited partnership its right to transact

78-36  business in this state, and to exercise its privileges and immunities,

78-37  if it:

78-38     (a) Files with the Secretary of State a list as provided in

78-39  sections 89 and 91 of this act; and

78-40     (b) Pays to the Secretary of State:

78-41         (1) The filing fee and penalty set forth in sections 89 and 92

78-42  of this act for each year or portion thereof that its right to transact

78-43  business was forfeited; and

78-44         (2) A fee of $300 for reinstatement.

79-1      2.  When the Secretary of State reinstates the foreign limited

79-2  partnership, he shall issue to the foreign limited partnership a

79-3  certificate of reinstatement if the foreign limited partnership:

79-4      (a) Requests a certificate of reinstatement; and

79-5      (b) Pays the required fees pursuant to NRS 88.415.

79-6      3.  The Secretary of State shall not order a reinstatement

79-7  unless all delinquent fees and penalties have been paid and the

79-8  revocation of the right to transact business occurred only by

79-9  reason of failure to pay the fees and penalties.

79-10     4.  If the right of a foreign limited partnership to transact

79-11  business in this state has been forfeited pursuant to the provisions

79-12  of section 93 of this act and has remained forfeited for a period of

79-13  5 consecutive years, the right is not subject to reinstatement.

79-14     Sec. 95.  1.  Except as otherwise provided in subsection 2, if

79-15  a foreign limited partnership applies to reinstate its certificate of

79-16  registration and its name has been legally reserved or acquired by

79-17  another artificial person formed, organized, registered or qualified

79-18  pursuant to the provisions of this title whose name is on file with

79-19  the Office of the Secretary of State or reserved in the Office of the

79-20  Secretary of State pursuant to the provisions of this title, the

79-21  foreign limited partnership must in its application for

79-22  reinstatement submit in writing to the Secretary of State some

79-23  other name under which it desires its existence to be reinstated. If

79-24  that name is distinguishable from all other names reserved or

79-25  otherwise on file, the Secretary of State shall reinstate the foreign

79-26  limited partnership under that new name.

79-27     2.  If the applying foreign limited partnership submits the

79-28  written, acknowledged consent of the artificial person having a

79-29  name, or the person who has reserved a name, which is not

79-30  distinguishable from the old name of the applying foreign limited

79-31  partnership or a new name it has submitted, it may be reinstated

79-32  under that name.

79-33     3.  For the purposes of this section, a proposed name is not

79-34  distinguishable from a name on file or reserved solely because one

79-35  or the other contains distinctive lettering, a distinctive mark, a

79-36  trademark or a trade name, or any combination thereof.

79-37     4.  The Secretary of State may adopt regulations that interpret

79-38  the requirements of this section.

79-39     Sec. 95.5.  NRS 88.315 is hereby amended to read as follows:

79-40     88.315  As used in this chapter, unless the context otherwise

79-41  requires:

79-42     1.  “Certificate of limited partnership” means the certificate

79-43  referred to in NRS 88.350, and the certificate as amended or

79-44  restated.

80-1      2.  “Contribution” means any cash, property, services rendered,

80-2  or a promissory note or other binding obligation to contribute cash

80-3  or property or to perform services, which a partner contributes to a

80-4  limited partnership in his capacity as a partner.

80-5      3.  “Event of withdrawal of a general partner” means an event

80-6  that causes a person to cease to be a general partner as provided in

80-7  NRS 88.450.

80-8      4.  “Foreign limited partnership” means a partnership formed

80-9  under the laws of any state other than this state and having as

80-10  partners one or more general partners and one or more limited

80-11  partners.

80-12     5.  “Foreign registered limited-liability limited partnership”

80-13  means a foreign limited-liability limited partnership:

80-14     (a) Formed pursuant to an agreement governed by the laws of

80-15  another state; and

80-16     (b) Registered pursuant to and complying with NRS 88.570 to

80-17  88.605, inclusive, and section 87.8 of this act.

80-18     6.  “General partner” means a person who has been admitted to

80-19  a limited partnership as a general partner in accordance with the

80-20  partnership agreement and named in the certificate of limited

80-21  partnership as a general partner.

80-22     [6.] 7.  “Limited partner” means a person who has been

80-23  admitted to a limited partnership as a limited partner in accordance

80-24  with the partnership agreement.

80-25     [7.] 8.  “Limited partnership” and “domestic limited

80-26  partnership” mean a partnership formed by two or more persons

80-27  under the laws of this state and having one or more general partners

80-28  and one or more limited partners.

80-29     [8.] 9.  “Partner” means a limited or general partner.

80-30     [9.] 10.  “Partnership agreement” means any valid agreement,

80-31  written or oral, of the partners as to the affairs of a limited

80-32  partnership and the conduct of its business.

80-33     [10.] 11.  “Partnership interest” means a partner’s share of the

80-34  profits and losses of a limited partnership and the right to receive

80-35  distributions of partnership assets.

80-36     [11.] 12.  “Registered limited-liability limited partnership”

80-37  means a limited partnership:

80-38     (a) Formed pursuant to an agreement governed by this

80-39  chapter; and

80-40     (b) Registered pursuant to and complying with NRS 88.350 to

80-41  88.415, inclusive, and sections 87.1, 87.2 and 87.3 of this act.

80-42     13.  “Registered office” means the office maintained at the

80-43  street address of the resident agent.

80-44     [12.] 14.  “Resident agent” means the agent appointed by the

80-45  limited partnership upon whom process or a notice or demand

81-1  authorized by law to be served upon the limited partnership may be

81-2  served.

81-3      [13.] 15.  “Sign” means to affix a signature to a document.

81-4      [14.] 16.  “Signature” means a name, word or mark executed or

81-5  adopted by a person with the present intention to authenticate a

81-6  document. The term includes, without limitation, an electronic

81-7  signature as defined in NRS 719.100.

81-8      [15.] 17.  “State” means a state, territory or possession of the

81-9  United States, the District of Columbia or the Commonwealth of

81-10  Puerto Rico.

81-11     [16.] 18.  “Street address” of a resident agent means the actual

81-12  physical location in this state at which a resident is available for

81-13  service of process.

81-14     Sec. 96.  NRS 88.320 is hereby amended to read as follows:

81-15     88.320  1.  [The] Except as otherwise provided in section 87.2

81-16  of this act, the name proposed for a limited partnership as set forth

81-17  in its certificate of limited partnership:

81-18     (a) Must contain the words “Limited Partnership,” or the

81-19  abbreviation “LP” or “L.P.” ;

81-20     (b) May not contain the name of a limited partner unless:

81-21         (1) It is also the name of a general partner or the corporate

81-22  name of a corporate general partner; or

81-23         (2) The business of the limited partnership had been carried

81-24  on under that name before the admission of that limited partner; and

81-25     (c) Must be distinguishable on the records of the Secretary of

81-26  State from the names of all other artificial persons formed,

81-27  organized, registered or qualified pursuant to the provisions of this

81-28  title that are on file in the Office of the Secretary of State and all

81-29  names that are reserved in the Office of the Secretary of State

81-30  pursuant to the provisions of this title. If the name on the certificate

81-31  of limited partnership submitted to the Secretary of State is not

81-32  distinguishable from any name on file or reserved name, the

81-33  Secretary of State shall return the certificate to the filer, unless

81-34  the written, acknowledged consent to the use of the same or the

81-35  requested similar name of the holder of the name on file or reserved

81-36  name accompanies the certificate of limited partnership.

81-37     2.  For the purposes of this section, a proposed name is not

81-38  distinguished from a name on file or reserved name solely because

81-39  one or the other contains distinctive lettering, a distinctive mark, a

81-40  trademark or a trade name, or any combination [of these.] thereof.

81-41     3.  The Secretary of State shall not accept for filing any

81-42  certificate of limited partnership for any limited partnership

81-43  formed or existing pursuant to the laws of this state which

81-44  provides that the name of the limited partnership contains the

81-45  words “accountant,” “accounting,” “accountancy,” “auditor” or

82-1  “auditing” unless the Nevada State Board of Accountancy

82-2  certifies that the limited partnership:

82-3      (a) Is registered pursuant to the provisions of chapter 628 of

82-4  NRS; or

82-5      (b) Has filed with the Nevada State Board of Accountancy

82-6  under penalty of perjury a written statement that the limited

82-7  partnership is not engaged in the practice of accounting and is not

82-8  offering to practice accounting in this state.

82-9      4.  The Secretary of State shall not accept for filing any

82-10  certificate of limited partnership for any limited partnership

82-11  formed or existing pursuant to the laws of this state which

82-12  provides that the name of the limited partnership contains the

82-13  word “bank” or “trust” unless:

82-14     (a) It appears from the certificate of limited partnership that

82-15  the limited partnership proposes to carry on business as a banking

82-16  or trust company, exclusively or in connection with its business as

82-17  a bank, savings and loan association or thrift company; and

82-18     (b) The certificate of limited partnership is first approved by

82-19  the Commissioner of Financial Institutions.

82-20     5.  The Secretary of State shall not accept for filing any

82-21  certificate of limited partnership for any limited partnership

82-22  formed or existing pursuant to the provisions of this chapter if it

82-23  appears from the certificate of limited partnership that the

82-24  business to be carried on by the limited partnership is subject to

82-25  supervision by the Commissioner of Insurance or by the

82-26  Commissioner of Financial Institutions, unless the certificate of

82-27  limited partnership is approved by the Commissioner who will

82-28  supervise the business of the limited partnership.

82-29     6.  Except as otherwise provided in subsection 5, the Secretary

82-30  of State shall not accept for filing any certificate of limited

82-31  partnership for any limited partnership formed or existing

82-32  pursuant to the laws of this state which provides that the name of

82-33  the limited partnership contains the words “engineer,”

82-34  “engineered,” “engineering,” “professional engineer,” “registered

82-35  engineer” or “licensed engineer” unless:

82-36     (a) The State Board of Professional Engineers and Land

82-37  Surveyors certifies that the principals of the limited partnership

82-38  are licensed to practice engineering pursuant to the laws of this

82-39  state; or

82-40     (b) The State Board of Professional Engineers and Land

82-41  Surveyors certifies that the limited partnership is exempt from the

82-42  prohibitions of NRS 625.520.

82-43     7.  The Secretary of State shall not accept for filing any

82-44  certificate of limited partnership for any limited partnership

82-45  formed or existing pursuant to the laws of this state which

83-1  provides that the name of the limited partnership contains the

83-2  words “unit-owners’ association” or “homeowners’ association”

83-3  or if it appears in the certificate of limited partnership that the

83-4  purpose of the limited partnership is to operate as a unit-owners’

83-5  association pursuant to chapter 116 of NRS unless the

83-6  Administrator of the Real Estate Division of the Department of

83-7  Business and Industry certifies that the limited partnership has:

83-8      (a) Registered with the Ombudsman for Owners in Common-

83-9  Interest Communities pursuant to NRS 116.31158; and

83-10     (b) Paid to the Administrator of the Real Estate Division the

83-11  fees required pursuant to NRS 116.31155.

83-12     8.  The name of a limited partnership whose right to transact

83-13  business has been forfeited, which has merged and is not the

83-14  surviving entity or whose existence has otherwise terminated is

83-15  available for use by any other artificial person.

83-16     [4.] 9.  The Secretary of State may adopt regulations that

83-17  interpret the requirements of this section.

83-18     Sec. 97.  NRS 88.327 is hereby amended to read as follows:

83-19     88.327  1.  Except as otherwise provided in subsection 2, if a

83-20  limited partnership applies to reinstate its right to transact business

83-21  but its name has been legally reserved or acquired by any other

83-22  artificial person formed, organized, registered or qualified pursuant

83-23  to the provisions of this title whose name is on file with the Office

83-24  of the Secretary of State or reserved in the Office of the Secretary of

83-25  State pursuant to the provisions of this title, the applying limited

83-26  partnership shall submit in writing to the Secretary of State some

83-27  other name under which it desires its right to be reinstated. If that

83-28  name is distinguishable from all other names reserved or otherwise

83-29  on file, the Secretary of State shall [issue to the applying] reinstate

83-30  the limited partnership [a certificate of reinstatement] under that

83-31  new name.

83-32     2.  If the applying limited partnership submits the written,

83-33  acknowledged consent of the other artificial person having the

83-34  name, or the person who has reserved the name, that is not

83-35  distinguishable from the old name of the applying limited

83-36  partnership or a new name it has submitted, it may be reinstated

83-37  under that name.

83-38     3.  For the purposes of this section, a proposed name is not

83-39  distinguishable from a name on file or reserved name solely because

83-40  one or the other contains distinctive lettering, a distinctive mark, a

83-41  trademark or a trade name, or any combination [of these.] thereof.

83-42     4.  The Secretary of State may adopt regulations that interpret

83-43  the requirements of this section.

 

 

84-1      Sec. 97.2.  NRS 88.331 is hereby amended to read as follows:

84-2      88.331  1.  If a limited partnership created pursuant to this

84-3  chapter desires to change its resident agent, the change may be

84-4  effected by filing with the Secretary of State a certificate of change

84-5  [,] of resident agent, signed by a general partner, which sets forth:

84-6      (a) The name of the limited partnership;

84-7      (b) The name and street address of its present resident agent; and

84-8      (c) The name and street address of the new resident agent.

84-9      2.  The new resident agent’s certificate of acceptance must be a

84-10  part of or attached to the certificate of change [.

84-11     3.  The] of resident agent.

84-12     3.  If the name of a resident agent is changed as a result of a

84-13  merger, conversion, exchange, sale, reorganization or

84-14  amendment, the resident agent shall:

84-15     (a) File with the Secretary of State a certificate of name

84-16  change of resident agent that includes:

84-17         (1) The current name of the resident agent as filed with the

84-18  Secretary of State;

84-19         (2) The new name of the resident agent; and

84-20         (3) The name and file number of each artificial person

84-21  formed, organized, registered or qualified pursuant to the

84-22  provisions of this title that the resident agent represents; and

84-23     (b) Pay to the Secretary of State a filing fee of $100.

84-24     4.  A change authorized by this section becomes effective upon

84-25  the filing of the proper certificate of change.

84-26     Sec. 97.4.  NRS 88.332 is hereby amended to read as follows:

84-27     88.332  1.  [Any person who has been designated by a limited

84-28  partnership as its] A resident agent [and who thereafter] who desires

84-29  to resign shall [file] :

84-30     (a) File with the Secretary of State a signed statement in the

84-31  manner provided pursuant to subsection 1 of NRS 78.097 that he is

84-32  unwilling to continue to act as the resident agent of the limited

84-33  partnership [.] for the service of process; and

84-34     (b) Pay to the Secretary of State the filing fee set forth in

84-35  subsection 1 of NRS 78.097.

84-36  A resignation is not effective until the signed statement is filed with

84-37  the Secretary of State.

84-38     2.  The statement of resignation may contain a statement by the

84-39  affected limited partnership appointing a successor resident agent

84-40  for the limited partnership. A certificate of acceptance executed by

84-41  the new agent, stating the full name, complete street address and, if

84-42  different from the street address, mailing address of the new agent,

84-43  must accompany the statement appointing the new agent.

84-44     [2.] 3.  Upon the filing of the statement with the Secretary of

84-45  State , the capacity of the person as resident agent terminates. If the

85-1  statement of resignation does not contain a statement by the limited

85-2  partnership appointing a successor resident agent, the resigning

85-3  agent shall immediately give written notice, by mail, to the limited

85-4  partnership of the filing of the statement and the effect thereof. The

85-5  notice must be addressed to a general partner of the partnership

85-6  other than the resident agent.

85-7      [3.] 4.  If a designated resident agent dies, resigns or removes

85-8  from the State, the limited partnership, within 30 days thereafter,

85-9  shall file with the Secretary of State a certificate of acceptance,

85-10  executed by the new resident agent. The certificate must set forth

85-11  the full name, complete street address and, if different from the

85-12  street address, mailing address of the newly designated resident

85-13  agent.

85-14     [4.] 5.  Each limited partnership which fails to file a certificate

85-15  of acceptance executed by the new resident agent within 30 days

85-16  after the death, resignation or removal of its resident agent as

85-17  provided in subsection [3] 4 shall be deemed in default and is

85-18  subject to the provisions of NRS 88.400 and 88.405.

85-19     Sec. 97.6.  NRS 88.335 is hereby amended to read as follows:

85-20     88.335  1.  A limited partnership shall keep at the office

85-21  referred to in paragraph (a) of subsection 1 of NRS 88.330 the

85-22  following:

85-23     (a) A current list of the full name and last known business

85-24  address of each partner , separately identifying the general partners

85-25  in alphabetical order and the limited partners in alphabetical order;

85-26     (b) A copy of the certificate of limited partnership and all

85-27  certificates of amendment thereto, together with executed copies of

85-28  any powers of attorney pursuant to which any certificate has been

85-29  executed;

85-30     (c) Copies of the limited partnership’s federal, state, and local

85-31  income tax returns and reports, if any, for the 3 most recent years;

85-32     (d) Copies of any then effective written partnership agreements

85-33  [and] ;

85-34     (e) Copies of any financial statements of the limited partnership

85-35  for the 3 most recent years; and

85-36     [(e)] (f) Unless contained in a written partnership agreement, a

85-37  writing setting out:

85-38         (1) The amount of cash and a description and statement of

85-39  the agreed value of the other property or services contributed by

85-40  each partner and which each partner has agreed to contribute;

85-41         (2) The times at which or events on the happening of which

85-42  any additional contributions agreed to be made by each partner are

85-43  to be made;

86-1          (3) Any right of a partner to receive, or of a general partner

86-2  to make, distributions to a partner which include a return of all or

86-3  any part of the partner’s contribution; and

86-4          (4) Any events upon the happening of which the limited

86-5  partnership is to be dissolved and its affairs wound up.

86-6      2.  In lieu of keeping at an office in this state the information

86-7  required in paragraphs (a), (c), (e) and (f) of subsection 1, the

86-8  limited partnership may keep a statement with the resident agent

86-9  setting out the name of the custodian of the information required

86-10  in paragraphs (a), (c), (e) and (f) of subsection 1, and the present

86-11  and complete post office address, including street and number, if

86-12  any, where the information required in paragraphs (a), (c), (e) and

86-13  (f) of subsection 1 is kept.

86-14     3.  Records kept pursuant to this section are subject to

86-15  inspection and copying at the reasonable request, and at the expense,

86-16  of any partner during ordinary business hours.

86-17     Sec. 97.8.  NRS 88.339 is hereby amended to read as follows:

86-18     88.339  1.  A limited partnership may correct a document filed

86-19  by the Secretary of State with respect to the limited partnership if

86-20  the document contains an inaccurate record of a partnership action

86-21  described in the document or was defectively executed, attested,

86-22  sealed, verified or acknowledged.

86-23     2.  To correct a document, the limited partnership must:

86-24     (a) Prepare a certificate of correction that:

86-25         (1) States the name of the limited partnership;

86-26         (2) Describes the document, including, without limitation, its

86-27  filing date;

86-28         (3) Specifies the inaccuracy or defect;

86-29         (4) Sets forth the inaccurate or defective portion of the

86-30  document in an accurate or corrected form; and

86-31         (5) Is signed by a general partner of the limited partnership.

86-32     (b) Deliver the certificate to the Secretary of State for filing.

86-33     (c) Pay a filing fee of [$150] $175 to the Secretary of State.

86-34     3.  A certificate of correction is effective on the effective date

86-35  of the document it corrects except as to persons relying on the

86-36  uncorrected document and adversely affected by the correction. As

86-37  to those persons, the certificate is effective when filed.

86-38     Sec. 98.  NRS 88.340 is hereby amended to read as follows:

86-39     88.340  The Secretary of State may microfilm or image any

86-40  document which is filed in his office by or relating to a limited

86-41  partnership pursuant to this chapter and may return the original

86-42  document to the filer.

 

 

 

87-1      Sec. 98.5.  NRS 88.350 is hereby amended to read as follows:

87-2      88.350  1.  In order to form a limited partnership, a certificate

87-3  of limited partnership must be executed and filed in the Office of the

87-4  Secretary of State. The certificate must set forth:

87-5      (a) The name of the limited partnership;

87-6      (b) The address of the office which contains records and the

87-7  name and address of the resident agent required to be maintained by

87-8  NRS 88.330;

87-9      (c) The name and [the] business address of each [general

87-10  partner;] organizer executing the certificate;

87-11     (d) The name and business address of each initial general

87-12  partner;

87-13     (e) The latest date upon which the limited partnership is to

87-14  dissolve; and

87-15     [(e)] (f) Any other matters the [general partners] organizers

87-16  determine to include therein.

87-17     2.  A certificate of acceptance of appointment of a resident

87-18  agent, executed by the agent, must be filed with the certificate of

87-19  limited partnership.

87-20     3.  A limited partnership is formed at the time of the filing of

87-21  the certificate of limited partnership and the certificate of acceptance

87-22  in the Office of the Secretary of State or at any later time specified

87-23  in the certificate of limited partnership if, in either case, there has

87-24  been substantial compliance with the requirements of this section.

87-25     Sec. 99.  NRS 88.360 is hereby amended to read as follows:

87-26     88.360  A certificate of limited partnership must be cancelled

87-27  upon the dissolution and the commencement of winding up of the

87-28  partnership or at any other time there are no limited partners. A

87-29  certificate of cancellation must be filed in the Office of the Secretary

87-30  of State and set forth:

87-31     1.  The name of the limited partnership;

87-32     2.  [The date of filing of its certificate of limited partnership;

87-33     3.]  The reason for filing the certificate of cancellation;

87-34     [4.] 3.  The effective date, which must be a date certain, of

87-35  cancellation if it is not to be effective upon the filing of the

87-36  certificate; and

87-37     [5.] 4.  Any other information the general partners filing the

87-38  certificate determine.

87-39     Sec. 100.  NRS 88.395 is hereby amended to read as follows:

87-40     88.395  1.  A limited partnership shall, on or before the [first]

87-41  last day of the [second] first month after the filing of its certificate

87-42  of limited partnership with the Secretary of State, and annually

87-43  thereafter on or before the last day of the month in which the

87-44  anniversary date of the filing of its certificate of limited partnership

88-1  occurs, file with the Secretary of State, on a form furnished by him,

88-2  a list that contains:

88-3      (a) The name of the limited partnership;

88-4      (b) The file number of the limited partnership, if known;

88-5      (c) The names of all of its general partners;

88-6      (d) The [mailing or street] address, either residence or business,

88-7  of each general partner;

88-8      (e) The name and [street] address of the lawfully designated

88-9  resident agent of the limited partnership; and

88-10     (f) The signature of a general partner of the limited partnership

88-11  certifying that the list is true, complete and accurate.

88-12  Each list filed pursuant to this subsection must be accompanied by a

88-13  declaration under penalty of perjury that the limited partnership has

88-14  complied with the provisions of chapter 364A of NRS [.

88-15     2.  Upon] and which acknowledges that pursuant to NRS

88-16  239.330 it is a category C felony to knowingly offer any false or

88-17  forged instrument for filing in the Office of the Secretary of State.

88-18     2.  Except as otherwise provided in subsection 3, a limited

88-19  partnership shall, upon filing:

88-20     (a) The initial list required by subsection 1, [the limited

88-21  partnership shall] pay to the Secretary of State a fee of [$165.] $125.

88-22     (b) Each annual list required by subsection 1, [the limited

88-23  partnership shall] pay to the Secretary of State a fee of [$85.] $125.

88-24     3.  A registered limited-liability limited partnership shall,

88-25  upon filing:

88-26     (a) The initial list required by subsection 1, pay to the

88-27  Secretary of State a fee of $125.

88-28     (b) Each annual list required by subsection 1, pay to the

88-29  Secretary of State a fee of $175.

88-30     4.  If a general partner of a limited partnership resigns and

88-31  the resignation is not made in conjunction with the filing of an

88-32  annual or amended list of general partners, the limited

88-33  partnership shall pay to the Secretary of State a fee of $75 to file

88-34  the resignation of the general partner.

88-35     5.  The Secretary of State shall, 60 days before the last day for

88-36  filing each annual list required by subsection 1, cause to be mailed

88-37  to each limited partnership which is required to comply with the

88-38  provisions of this section , and which has not become delinquent , a

88-39  notice of the fee due pursuant to the provisions of subsection 2 or 3,

88-40  as appropriate, and a reminder to file the annual list. Failure of any

88-41  limited partnership to receive a notice or form does not excuse it

88-42  from the penalty imposed by NRS 88.400.

88-43     [4.] 6.  If the list to be filed pursuant to the provisions of

88-44  subsection 1 is defective or the fee required by subsection 2 or 3 is

89-1  not paid, the Secretary of State may return the list for correction or

89-2  payment.

89-3      [5.] 7.  An annual list for a limited partnership not in default

89-4  that is received by the Secretary of State more than [60] 90 days

89-5  before its due date shall be deemed an amended list for the previous

89-6  year and does not satisfy the requirements of subsection 1 for the

89-7  year to which the due date is applicable.

89-8      [6.] 8.  A filing made pursuant to this section does not satisfy

89-9  the provisions of NRS 88.355 and may not be substituted for filings

89-10  submitted pursuant to NRS 88.355.

89-11     Sec. 101.  NRS 88.400 is hereby amended to read as follows:

89-12     88.400  1.  If a limited partnership has filed the list in

89-13  compliance with NRS 88.395 and has paid the appropriate fee for

89-14  the filing, the cancelled check or other proof of payment received

89-15  by the limited partnership constitutes a certificate authorizing it to

89-16  transact its business within this state until the anniversary date of the

89-17  filing of its certificate of limited partnership in the next succeeding

89-18  calendar year. [If the limited partnership desires a formal certificate

89-19  upon its payment of the annual fee, its payment must be

89-20  accompanied by a self-addressed, stamped envelope.]

89-21     2.  Each limited partnership which refuses or neglects to file the

89-22  list and pay the fee within the time provided is in default.

89-23     3.  Upon notification from the Administrator of the Real

89-24  Estate Division of the Department of Business and Industry that a

89-25  limited partnership which is a unit-owners’ association as defined

89-26  in NRS 116.110315 has failed to register pursuant to NRS

89-27  116.31158 or failed to pay the fees pursuant to NRS 116.31155,

89-28  the Secretary of State shall deem the limited partnership to be in

89-29  default. If, after the limited partnership is deemed to be in default,

89-30  the Administrator notifies the Secretary of State that the limited

89-31  partnership has registered pursuant to NRS 116.31158 and paid

89-32  the fees pursuant to NRS 116.31155, the Secretary of State shall

89-33  reinstate the limited partnership if the limited partnership

89-34  complies with the requirements for reinstatement as provided in

89-35  this section and NRS 88.350 to 88.415, inclusive.

89-36     4.  For default there must be added to the amount of the fee a

89-37  penalty of [$50,] $75 and unless the filings are made and the fee and

89-38  penalty are paid on or before the first day of the first anniversary of

89-39  the month following the month in which filing was required, the

89-40  defaulting limited partnership, by reason of its default, forfeits its

89-41  right to transact any business within this state.

89-42     Sec. 102.  NRS 88.405 is hereby amended to read as follows:

89-43     88.405  1.  The Secretary of State shall notify, by [letter

89-44  addressed] providing written notice to its resident agent, each

90-1  defaulting limited partnership. The written notice [must be

90-2  accompanied by] :

90-3      (a) Must include a statement indicating the amount of the filing

90-4  fee, penalties incurred and costs remaining unpaid.

90-5      (b) At the request of the resident agent, may be provided

90-6  electronically.

90-7      2.  Immediately after the first day of the first anniversary of the

90-8  month following the month in which filing was required, the

90-9  certificate of the limited partnership is revoked.

90-10     3.  The Secretary of State shall compile a complete list

90-11  containing the names of all limited partnerships whose right to [do]

90-12  transact business has been forfeited.

90-13     4.  The Secretary of State shall notify, by [letter addressed]

90-14  providing written notice to its resident agent, each limited

90-15  partnership specified in subsection 3 of the revocation of its

90-16  certificate. The written notice [must be accompanied by] :

90-17     (a) Must include a statement indicating the amount of the filing

90-18  fee, penalties incurred and costs remaining unpaid.

90-19     [3.] (b) At the request of the resident agent, may be provided

90-20  electronically.

90-21     5.  In case of revocation of the certificate and of the forfeiture

90-22  of the right to transact business thereunder, all the property and

90-23  assets of the defaulting domestic limited partnership are held in trust

90-24  by the general partners, and the same proceedings may be had with

90-25  respect thereto as for the judicial dissolution of a limited

90-26  partnership. Any person interested may institute proceedings at any

90-27  time after a forfeiture has been declared, but if the Secretary of State

90-28  reinstates the limited partnership , the proceedings must at once be

90-29  dismissed and all property restored to the general partners.

90-30     Sec. 103.  NRS 88.410 is hereby amended to read as follows:

90-31     88.410  1.  Except as otherwise provided in subsections 3 and

90-32  4, the Secretary of State [may:

90-33     (a) Reinstate] shall reinstate any limited partnership which has

90-34  forfeited or which forfeits its right to transact business[; and

90-35     (b) Restore] under the provisions of this chapter and restore to

90-36  the limited partnership its right to carry on business in this state, and

90-37  to exercise its privileges and immunities[,

90-38  upon the filing] if it:

90-39     (a) Files with the Secretary of State [of the] :

90-40         (1) The list required pursuant to NRS 88.395[, and upon

90-41  payment] ; and

90-42         (2) A certificate of acceptance of appointment signed by the

90-43  resident agent; and

90-44     (b) Pays to the Secretary of State [of the] :

91-1          (1) The filing fee and penalty set forth in NRS 88.395 and

91-2  88.400 for each year or portion thereof during which the certificate

91-3  has been revoked[, and a] ; and

91-4          (2) A fee of [$200] $300 for reinstatement.

91-5      2.  When [payment is made and] the Secretary of State

91-6  reinstates the limited partnership , [to its former rights,] he shall [:

91-7      (a) Immediately issue and deliver to the limited partnership a

91-8  certificate of reinstatement authorizing it to transact business as if

91-9  the filing fee had been paid when due; and

91-10     (b) Upon demand,] issue to the limited partnership [one or more

91-11  certified copies of the] a certificate of reinstatement [.] if the limited

91-12  partnership:

91-13     (a) Requests a certificate of reinstatement; and

91-14     (b) Pays the required fees pursuant to NRS 88.415.

91-15     3.  The Secretary of State shall not order a reinstatement unless

91-16  all delinquent fees and penalties have been paid, and the revocation

91-17  occurred only by reason of failure to pay the fees and penalties.

91-18     4.  If a limited partnership’s certificate has been revoked

91-19  pursuant to the provisions of this chapter and has remained revoked

91-20  for a period of 5 years, the certificate must not be reinstated.

91-21     Sec. 103.3.  NRS 88.415 is hereby amended to read as follows:

91-22     88.415  The Secretary of State, for services relating to his

91-23  official duties and the records of his office, shall charge and collect

91-24  the following fees:

91-25     1.  For filing a certificate of limited partnership, or for

91-26  registering a foreign limited partnership, [$175.] $75.

91-27     2.  For filing a certificate of registration of limited-liability

91-28  limited partnership, or for registering a foreign registered limited-

91-29  liability limited partnership, $100.

91-30     3.  For filing a certificate of amendment of limited partnership

91-31  or restated certificate of limited partnership, [$150.

91-32     3.] $175.

91-33     4.  For filing a certificate of a change of location of the records

91-34  office of a limited partnership or the office of its resident agent, or a

91-35  designation of a new resident agent, [$30.

91-36     4.] $60.

91-37     5.  For certifying a certificate of limited partnership, an

91-38  amendment to the certificate, or a certificate as amended where a

91-39  copy is provided, [$20] $30 per certification.

91-40     [5.] 6.  For certifying an authorized printed copy of the limited

91-41  partnership law, [$20.

91-42     6.] $30.

91-43     7.  For reserving a limited partnership name, or for executing,

91-44  filing or certifying any other document, [$20.

91-45     7.] $25.

92-1      8.  For copies made at the Office of the Secretary of State, [$1]

92-2  $2 per page.

92-3      [8.] 9.  For filing a certificate of cancellation of a limited

92-4  partnership, [$60.] $75.

92-5  Except as otherwise provided in this section, the fees set forth in

92-6  NRS 78.785 apply to this chapter.

92-7      Sec. 103.5.  NRS 88.535 is hereby amended to read as follows:

92-8      88.535  1.  On application to a court of competent jurisdiction

92-9  by any judgment creditor of a partner, the court may charge the

92-10  partnership interest of the partner with payment of the unsatisfied

92-11  amount of the judgment with interest. To the extent so charged, the

92-12  judgment creditor has only the rights of an assignee of the

92-13  partnership interest.

92-14     2.  [The court may appoint a receiver of the share of the

92-15  distributions due or to become due to the judgment debtor in respect

92-16  of the partnership. The receiver has only the rights of an assignee.

92-17  The court may make all other orders, directions, accounts and

92-18  inquiries that the judgment debtor might have made or which the

92-19  circumstances of the case may require.

92-20     3.  A charging order constitutes a lien on the partnership

92-21  interest of the judgment debtor. The court may order a foreclosure

92-22  of the partnership interest subject to the charging order at any time.

92-23  The purchaser at the foreclosure sale has only the rights of an

92-24  assignee.

92-25     4.  Unless otherwise provided in the articles of organization or

92-26  operating agreement, at any time before foreclosure, a partnership

92-27  interest charged may be redeemed:

92-28     (a) By the judgment debtor;

92-29     (b) With property other than property of the limited partnership,

92-30  by one or more of the other partners; or

92-31     (c) By the limited partnership with the consent of all of the

92-32  partners whose interests are not so charged.

92-33     5.]  This section [provides] :

92-34     (a) Provides the exclusive remedy by which a judgment creditor

92-35  of a partner or an assignee of a partner may satisfy a judgment out

92-36  of the partnership interest of the judgment debtor.

92-37     [6.  No creditor of a partner has any right to obtain possession

92-38  of, or otherwise exercise legal or equitable remedies with respect to,

92-39  the property of the limited partnership.

92-40     7.  This section does]

92-41     (b) Does not deprive any partner of the benefit of any exemption

92-42  laws applicable to his partnership interest.

92-43     Sec. 103.7.  NRS 88.585 is hereby amended to read as follows:

92-44     88.585  [A] Except as otherwise provided in section 87.8 of

92-45  this act, a foreign limited partnership may register with the

93-1  Secretary of State under any name, whether or not it is the name

93-2  under which it is registered in its state of organization, that includes

93-3  without abbreviation the words “limited partnership” and that could

93-4  be registered by a domestic limited partnership.

93-5      Sec. 104.  NRS 88.595 is hereby amended to read as follows:

93-6      88.595  A foreign limited partnership may cancel its

93-7  registration by filing with the Secretary of State a certificate of

93-8  cancellation signed by a general partner. The certificate must set

93-9  forth:

93-10     1.  The name of the foreign limited partnership;

93-11     2.  [The date upon which its certificate of registration was filed;

93-12     3.]  The reason for filing the certificate of cancellation;

93-13     [4.] 3.  The effective date of the cancellation if other than the

93-14  date of the filing of the certificate of cancellation; and

93-15     [5.] 4.  Any other information deemed necessary by the general

93-16  partners of the partnership.

93-17  A cancellation does not terminate the authority of the Secretary of

93-18  State to accept service of process on the foreign limited partnership

93-19  with respect to causes of action arising out of the transactions of

93-20  business in this state.

93-21     Sec. 105.  Chapter 88A of NRS is hereby amended by adding

93-22  thereto the provisions set forth as sections 106 to 113, inclusive, of

93-23  this act.

93-24     Sec. 106.  1.  Each document filed with the Secretary of

93-25  State pursuant to this chapter must be on or accompanied by a

93-26  form prescribed by the Secretary of State.

93-27     2.  The Secretary of State may refuse to file a document which

93-28  does not comply with subsection 1 or which does not contain all of

93-29  the information required by statute for filing the document.

93-30     3.  If the provisions of the form prescribed by the Secretary of

93-31  State conflict with the provisions of any document that is

93-32  submitted for filing with the form:

93-33     (a) The provisions of the form control for all purposes with

93-34  respect to the information that is required by statute to appear in

93-35  the document in order for the document to be filed; and

93-36     (b) Unless otherwise provided in the document, the provisions

93-37  of the document control in every other situation.

93-38     4.  The Secretary of State may by regulation provide for the

93-39  electronic filing of documents with the Office of the Secretary of

93-40  State.

93-41     Sec. 107.  1.  Each foreign business trust doing business in

93-42  this state shall, on or before the last day of the month after the

93-43  filing of its application for registration as a foreign business trust

93-44  with the Secretary of State, and annually thereafter on or before

93-45  the last day of the month in which the anniversary date of its

94-1  qualification to do business in this state occurs in each year, file

94-2  with the Secretary of State a list, on a form furnished by him, that

94-3  contains:

94-4      (a) The name of the foreign business trust;

94-5      (b) The file number of the foreign business trust, if known;

94-6      (c) The name of at least one of its trustees;

94-7      (d) The address, either residence or business, of the trustee

94-8  listed pursuant to paragraph (c);

94-9      (e) The name and address of its resident agent in this state;

94-10  and

94-11     (f) The signature of a trustee of the foreign business trust

94-12  certifying that the list is true, complete and accurate.

94-13     2.  Each list required to be filed pursuant to this section must

94-14  be accompanied by a declaration under penalty of perjury that the

94-15  foreign business trust:

94-16     (a) Has complied with the provisions of chapter 364A of NRS;

94-17  and

94-18     (b) Acknowledges that pursuant to NRS 239.330 it is a

94-19  category C felony to knowingly offer any false or forged

94-20  instrument for filing in the Office of the Secretary of State.

94-21     3.  Upon filing:

94-22     (a) The initial list required by this section, the foreign business

94-23  trust shall pay to the Secretary of State a fee of $125.

94-24     (b) Each annual list required by this section, the foreign

94-25  business trust shall pay to the Secretary of State a fee of $125.

94-26     4.  The Secretary of State shall, 60 days before the last day for

94-27  filing each annual list required by subsection 1, cause to be mailed

94-28  to each foreign business trust which is required to comply with the

94-29  provisions of sections 107 to 113, inclusive, of this act, and which

94-30  has not become delinquent, the blank forms to be completed and

94-31  filed with him. Failure of any foreign business trust to receive the

94-32  forms does not excuse it from the penalty imposed by the

94-33  provisions of sections 107 to 113, inclusive, of this act.

94-34     5.  An annual list for a foreign business trust not in default

94-35  which is received by the Secretary of State more than 90 days

94-36  before its due date must be deemed an amended list for the

94-37  previous year and does not satisfy the requirements of subsection 1

94-38  for the year to which the due date is applicable.

94-39     Sec. 108.  If a foreign business trust has filed the initial or

94-40  annual list in compliance with section 107 of this act and has paid

94-41  the appropriate fee for the filing, the cancelled check or other

94-42  proof of payment received by the foreign business trust constitutes

94-43  a certificate authorizing it to transact its business within this state

94-44  until the last day of the month in which the anniversary of its

95-1  qualification to transact business occurs in the next succeeding

95-2  calendar year.

95-3      Sec. 109.  1.  Each list required to be filed under the

95-4  provisions of sections 107 to 113, inclusive, of this act must, after

95-5  the name of each trustee listed thereon, set forth the address,

95-6  either residence or business, of each trustee.

95-7      2.  If the addresses are not stated for each person on any list

95-8  offered for filing, the Secretary of State may refuse to file the list,

95-9  and the foreign business trust for which the list has been offered

95-10  for filing is subject to all the provisions of sections 107 to 113,

95-11  inclusive, of this act relating to failure to file the list within or at

95-12  the times therein specified, unless a list is subsequently submitted

95-13  for filing which conforms to the provisions of this section.

95-14     Sec. 110.  1.  Each foreign business trust required to make a

95-15  filing and pay the fee prescribed in sections 107 to 113, inclusive,

95-16  of this act which refuses or neglects to do so within the time

95-17  provided is in default.

95-18     2.  For default there must be added to the amount of the fee a

95-19  penalty of $50, and unless the filing is made and the fee and

95-20  penalty are paid on or before the last day of the month in which

95-21  the anniversary date of the foreign business trust occurs, the

95-22  defaulting foreign business trust by reason of its default forfeits its

95-23  right to transact any business within this state. The fee and penalty

95-24  must be collected as provided in this chapter.

95-25     Sec. 111.  1.  The Secretary of State shall notify, by

95-26  providing written notice to its resident agent, each foreign

95-27  business trust deemed in default pursuant to section 110 of this

95-28  act. The written notice:

95-29     (a) Must include a statement indicating the amount of the

95-30  filing fee, penalties incurred and costs remaining unpaid.

95-31     (b) At the request of the resident agent, may be provided

95-32  electronically.

95-33     2.  Immediately after the last day of the month in which the

95-34  anniversary date of the filing of the certificate of trust occurs,

95-35  the Secretary of State shall compile a complete list containing the

95-36  names of all foreign business trusts whose right to transact

95-37  business has been forfeited.

95-38     3.  The Secretary of State shall notify, by providing written

95-39  notice to its resident agent, each foreign business trust specified in

95-40  subsection 2 of the forfeiture of its right to transact business. The

95-41  written notice:

95-42     (a) Must include a statement indicating the amount of the

95-43  filing fee, penalties incurred and costs remaining unpaid.

95-44     (b) At the request of the resident agent, may be provided

95-45  electronically.

96-1      Sec. 112.  1.  Except as otherwise provided in subsections 3

96-2  and 4, the Secretary of State shall reinstate a foreign business

96-3  trust which has forfeited or which forfeits its right to transact

96-4  business under the provisions of this chapter and shall restore to

96-5  the foreign business trust its right to transact business in this state,

96-6  and to exercise its privileges and immunities, if it:

96-7      (a) Files with the Secretary of State a list as provided in

96-8  sections 107 and 109 of this act; and

96-9      (b) Pays to the Secretary of State:

96-10         (1) The filing fee and penalty set forth in sections 107 and

96-11  110 of this act for each year or portion thereof that its right to

96-12  transact business was forfeited; and

96-13         (2) A fee of $300 for reinstatement.

96-14     2.  When the Secretary of State reinstates the foreign business

96-15  trust, he shall issue to the foreign business trust a certificate of

96-16  reinstatement if the foreign business trust:

96-17     (a) Requests a certificate of reinstatement; and

96-18     (b) Pays the required fees pursuant to NRS 88A.900.

96-19     3.  The Secretary of State shall not order a reinstatement

96-20  unless all delinquent fees and penalties have been paid and the

96-21  revocation of the right to transact business occurred only by

96-22  reason of failure to pay the fees and penalties.

96-23     4.  If the right of a foreign business trust to transact business

96-24  in this state has been forfeited pursuant to the provisions of

96-25  section 111 of this act and has remained forfeited for a period of 5

96-26  consecutive years, the right to transact business must not be

96-27  reinstated.

96-28     Sec. 113.  1.  Except as otherwise provided in subsection 2, if

96-29  a foreign business trust applies to reinstate its certificate of trust

96-30  and its name has been legally reserved or acquired by another

96-31  artificial person formed, organized, registered or qualified

96-32  pursuant to the provisions of this title whose name is on file with

96-33  the Office of the Secretary of State or reserved in the Office of the

96-34  Secretary of State pursuant to the provisions of this title, the

96-35  foreign business trust must submit in writing in its application for

96-36  reinstatement to the Secretary of State some other name under

96-37  which it desires its existence to be reinstated. If that name is

96-38  distinguishable from all other names reserved or otherwise on file,

96-39  the Secretary of State shall reinstate the foreign business trust

96-40  under that new name.

96-41     2.  If the applying foreign business trust submits the written,

96-42  acknowledged consent of the artificial person having a name, or

96-43  the person who has reserved a name, which is not distinguishable

96-44  from the old name of the applying foreign business trust or a new

96-45  name it has submitted, it may be reinstated under that name.

97-1      3.  For the purposes of this section, a proposed name is not

97-2  distinguishable from a name on file or reserved solely because one

97-3  or the other contains distinctive lettering, a distinctive mark, a

97-4  trademark or a trade name, or any combination thereof.

97-5      4.  The Secretary of State may adopt regulations that interpret

97-6  the requirements of this section.

97-7      Sec. 114.  NRS 88A.220 is hereby amended to read as follows:

97-8      88A.220  1.  A certificate of trust may be amended by filing

97-9  with the Secretary of State a certificate of amendment signed by at

97-10  least one trustee. The certificate of amendment must set forth:

97-11     (a) The name of the business trust; and

97-12     (b) The amendment to the certificate of trust.

97-13     2.  A certificate of trust may be restated by integrating into a

97-14  single instrument all the provisions of the original certificate, and all

97-15  amendments to the certificate, which are then in effect or are to be

97-16  made by the restatement. The restated certificate of trust must be so

97-17  designated in its heading, must be signed by at least one trustee and

97-18  must set forth:

97-19     (a) The present name of the business trust [and, if the name has

97-20  been changed, the name under which the business trust was

97-21  originally formed;

97-22     (b) The date of filing of the original certificate of trust;

97-23     (c)] ;

97-24     (b) The provisions of the original certificate of trust, and all

97-25  amendments to the certificate, which are then in effect; and

97-26     [(d)] (c) Any further amendments to the certificate of trust.

97-27     3.  A certificate of trust may be amended or restated at any time

97-28  for any purpose determined by the trustees.

97-29     Sec. 115.  NRS 88A.420 is hereby amended to read as follows:

97-30     88A.420  A certificate of trust must be cancelled upon the

97-31  completion or winding up of the business trust and its termination.

97-32  A certificate of cancellation must be signed by a trustee, filed with

97-33  the Secretary of State, and set forth:

97-34     1.  The name of the business trust;

97-35     2.  [The date of filing of its certificate of trust;

97-36     3.]  A future effective date of the certificate of cancellation, if it

97-37  is not to be effective upon filing, which may not be more than 90

97-38  days after the certificate is filed; and

97-39     [4.] 3.  Any other information the trustee determines to include.

97-40     Sec. 116.  NRS 88A.530 is hereby amended to read as follows:

97-41     88A.530  1.  A resident agent who desires to resign shall [file]

97-42  :

97-43     (a) File with the Secretary of State a signed statement [for each

97-44  business trust for which] in the manner provided pursuant to

97-45  subsection 1 of NRS 78.097 that he is unwilling to continue to act

98-1  [.] as the resident agent of the business trust for the service of

98-2  process; and

98-3      (b) Pay to the Secretary of State the filing fee set forth in

98-4  subsection 1 of NRS 78.097.

98-5  A resignation is not effective until the signed statement is [so filed.]

98-6  filed with the Secretary of State.

98-7      2.  The statement of resignation may contain a statement of the

98-8  affected business trust appointing a successor resident agent. A

98-9  certificate of acceptance executed by the new resident agent, stating

98-10  the full name, complete street address and, if different from the

98-11  street address, mailing address of the new resident agent, must

98-12  accompany the statement appointing a successor resident agent.

98-13     3.  Upon the filing of the statement of resignation with the

98-14  Secretary of State, the capacity of the resigning person as resident

98-15  agent terminates. If the statement of resignation contains no

98-16  statement by the business trust appointing a successor resident

98-17  agent, the resigning agent shall immediately give written notice, by

98-18  mail, to the business trust of the filing of the statement of

98-19  resignation and its effect. The notice must be addressed to a trustee

98-20  of the business trust other than the resident agent.

98-21     4.  If its resident agent dies, resigns or removes from the State,

98-22  a business trust, within 30 days thereafter, shall file with the

98-23  Secretary of State a certificate of acceptance executed by a new

98-24  resident agent. The certificate must set forth the full name and

98-25  complete street address of the new resident agent, and may contain a

98-26  mailing address, such as a post office box, different from the street

98-27  address.

98-28     5.  A business trust that fails to file a certificate of acceptance

98-29  executed by its new resident agent within 30 days after the death,

98-30  resignation or removal of its former resident agent shall be deemed

98-31  in default and is subject to the provisions of NRS 88A.630 to

98-32  88A.660, inclusive.

98-33     Sec. 117.  NRS 88A.540 is hereby amended to read as follows:

98-34     88A.540  1.  If a business trust formed pursuant to this chapter

98-35  desires to change its resident agent, the change may be effected by

98-36  filing with the Secretary of State a certificate of change [,] of

98-37  resident agent, signed by at least one trustee of the business trust,

98-38  setting forth:

98-39     (a) The name of the business trust;

98-40     (b) The name and street address of the present resident agent;

98-41  and

98-42     (c) The name and street address of the new resident agent.

98-43     2.  A certificate of acceptance executed by the new resident

98-44  agent must be a part of or attached to the certificate of change [.

98-45     3.  The] of resident agent.

99-1      3.  If the name of a resident agent is changed as a result of a

99-2  merger, conversion, exchange, sale, reorganization or

99-3  amendment, the resident agent shall:

99-4      (a) File with the Secretary of State a certificate of name

99-5  change of resident agent that includes:

99-6          (1) The current name of the resident agent as filed with the

99-7  Secretary of State;

99-8          (2) The new name of the resident agent; and

99-9          (3) The name and file number of each artificial person

99-10  formed, organized, registered or qualified pursuant to the

99-11  provisions of this title that the resident agent represents; and

99-12     (b) Pay to the Secretary of State a filing fee of $100.

99-13     4.  A change authorized by this section becomes effective upon

99-14  the filing of the proper certificate of change.

99-15     Sec. 118.  NRS 88A.600 is hereby amended to read as follows:

99-16     88A.600  1.  A business trust formed pursuant to this chapter

99-17  shall, on or before the [first] last day of the [second] first month

99-18  after the filing of its certificate of trust with the Secretary of State,

99-19  and annually thereafter on or before the last day of the month in

99-20  which the anniversary date of the filing of its certificate of trust with

99-21  the Secretary of State occurs, file with the Secretary of State, on a

99-22  form furnished by him, a list signed by at least one trustee that

99-23  contains the name and mailing address of its lawfully designated

99-24  resident agent and at least one trustee. Each list filed pursuant to this

99-25  subsection must be accompanied by a declaration under penalty of

99-26  perjury that the business trust [has] :

99-27     (a) Has complied with the provisions of chapter 364A of NRS

99-28  [.] ; and

99-29     (b) Acknowledges that pursuant to NRS 239.330 it is a

99-30  category C felony to knowingly offer any false or forged

99-31  instrument for filing in the Office of the Secretary of State.

99-32     2.  Upon filing:

99-33     (a) The initial list required by subsection 1, the business trust

99-34  shall pay to the Secretary of State a fee of [$165.] $125.

99-35     (b) Each annual list required by subsection 1, the business trust

99-36  shall pay to the Secretary of State a fee of [$85.] $125.

99-37     3.  If a trustee of a business trust resigns and the resignation

99-38  is not made in conjunction with the filing of an annual or

99-39  amended list of trustees, the business trust shall pay to the

99-40  Secretary of State a fee of $75 to file the resignation of the trustee.

99-41     4.  The Secretary of State shall, 60 days before the last day for

99-42  filing each annual list required by subsection 1, cause to be mailed

99-43  to each business trust which is required to comply with the

99-44  provisions of NRS 88A.600 to 88A.660, inclusive, and which has

99-45  not become delinquent, the blank forms to be completed and filed

100-1  with him. Failure of a business trust to receive the forms does not

100-2  excuse it from the penalty imposed by law.

100-3     [4.] 5.  An annual list for a business trust not in default which is

100-4  received by the Secretary of State more than [60] 90 days before its

100-5  due date shall be deemed an amended list for the previous year.

100-6     Sec. 119.  NRS 88A.610 is hereby amended to read as follows:

100-7     88A.610  When the fee for filing the annual list has been paid,

100-8  the cancelled check or other proof of payment received by the

100-9  business trust constitutes a certificate authorizing it to transact its

100-10  business within this state until the last day of the month in which the

100-11  anniversary of the filing of its certificate of trust occurs in the next

100-12  succeeding calendar year. [If the business trust desires a formal

100-13  certificate upon its payment of the annual fee, its payment must be

100-14  accompanied by a self-addressed, stamped envelope.]

100-15    Sec. 120.  NRS 88A.620 is hereby amended to read as follows:

100-16    88A.620  1.  Each list required to be filed pursuant to the

100-17  provisions of NRS 88A.600 to 88A.660, inclusive, must, after the

100-18  name of each trustee listed thereon, set forth his [post office box or

100-19  street] address, either residence or business.

100-20    2.  If the addresses are not stated on a list offered for filing, the

100-21  Secretary of State may refuse to file the list, and the business trust

100-22  for which the list has been offered for filing is subject to all the

100-23  provisions of NRS 88A.600 to 88A.660, inclusive, relating to failure

100-24  to file the list when or at the times therein specified, unless a list is

100-25  subsequently submitted for filing which conforms to the provisions

100-26  of those sections.

100-27    Sec. 121.  NRS 88A.630 is hereby amended to read as follows:

100-28    88A.630  1.  Each business trust required to file the list and

100-29  pay the fee prescribed in NRS 88A.600 to 88A.660, inclusive,

100-30  which refuses or neglects to do so within the time provided shall be

100-31  deemed in default.

100-32    2.  For default, there must be added to the amount of the fee a

100-33  penalty of [$50.] $75. The fee and penalty must be collected as

100-34  provided in this chapter.

100-35    Sec. 122.  NRS 88A.640 is hereby amended to read as follows:

100-36    88A.640  1.  The Secretary of State shall notify, by [letter

100-37  addressed] providing written notice to its resident agent, each

100-38  business trust deemed in default pursuant to the provisions of this

100-39  chapter. The written notice [must be accompanied by] :

100-40    (a) Must include a statement indicating the amount of the filing

100-41  fee, penalties incurred and costs remaining unpaid.

100-42    (b) At the request of the resident agent, may be provided

100-43  electronically.

100-44    2.  Immediately after the first day of the first anniversary of the

100-45  month following the month in which the filing was required, the

101-1  certificate of trust of the business trust is revoked and its right to

101-2  transact business is forfeited.

101-3     3.  The Secretary of State shall compile a complete list

101-4  containing the names of all business trusts whose right to [do]

101-5  transact business has been forfeited. [He]

101-6     4.  The Secretary of State shall forthwith notify [each such

101-7  business trust, by letter addressed] , by providing written notice to

101-8  its resident agent, each business trust specified in subsection 3 of

101-9  the revocation of its certificate of trust. The written notice [must be

101-10  accompanied by] :

101-11    (a) Must include a statement indicating the amount of the filing

101-12  fee, penalties incurred and costs remaining unpaid.

101-13    [4.] (b) At the request of the resident agent, may be provided

101-14  electronically.

101-15    5.  If the certificate of trust is revoked and the right to transact

101-16  business is forfeited, all the property and assets of the defaulting

101-17  business trust must be held in trust by its trustees as for insolvent

101-18  business trusts, and the same proceedings may be had with respect

101-19  thereto as are applicable to insolvent business trusts. Any person

101-20  interested may institute proceedings at any time after a forfeiture has

101-21  been declared, but if the Secretary of State reinstates the certificate

101-22  of trust, the proceedings must at once be dismissed.

101-23    Sec. 123.  NRS 88A.650 is hereby amended to read as follows:

101-24    88A.650  1.  Except as otherwise provided in [subsection 3,]

101-25  subsections 3 and 4, the Secretary of State shall reinstate a business

101-26  trust which has forfeited or which forfeits its right to transact

101-27  business pursuant to the provisions of this chapter and shall restore

101-28  to the business trust its right to carry on business in this state, and to

101-29  exercise its privileges and immunities, if it:

101-30    (a) Files with the Secretary of State [the] :

101-31        (1) The list required by NRS 88A.600; and

101-32        (2) A certificate of acceptance of appointment signed by its

101-33  resident agent; and

101-34    (b) Pays to the Secretary of State:

101-35        (1) The filing fee and penalty set forth in NRS 88A.600 and

101-36  88A.630 for each year or portion thereof during which its certificate

101-37  of trust was revoked; and

101-38        (2) A fee of [$200] $300 for reinstatement.

101-39    2.  When the Secretary of State reinstates the business trust, he

101-40  shall[:

101-41    (a) Immediately issue and deliver to the business trust a

101-42  certificate of reinstatement authorizing it to transact business as if

101-43  the filing fee had been paid when due; and

102-1     (b) Upon demand,] issue to the business trust [one or more

102-2  certified copies of the] a certificate of reinstatement[.] if the

102-3  business trust:

102-4     (a) Requests a certificate of reinstatement; and

102-5     (b) Pays the required fees pursuant to subsection

102-6  NRS 88A.900.

102-7     3.  The Secretary of State shall not order a reinstatement unless

102-8  all delinquent fees and penalties have been paid, and the revocation

102-9  of the certificate of trust occurred only by reason of the failure to

102-10  file the list or pay the fees and penalties.

102-11    4.  If a certificate of business trust has been revoked pursuant

102-12  to the provisions of this chapter and has remained revoked for a

102-13  period of 5 consecutive years, the certificate must not be

102-14  reinstated.

102-15    Sec. 124.  NRS 88A.660 is hereby amended to read as follows:

102-16    88A.660  1.  Except as otherwise provided in subsection 2, if a

102-17  certificate of trust is revoked pursuant to the provisions of this

102-18  chapter and the name of the business trust has been legally reserved

102-19  or acquired by another artificial person formed, organized,

102-20  registered or qualified pursuant to the provisions of this title whose

102-21  name is on file with the Office of the Secretary of State or reserved

102-22  in the Office of the Secretary of State pursuant to the provisions of

102-23  this title, the business trust shall submit in writing to the Secretary

102-24  of State some other name under which it desires to be reinstated. If

102-25  that name is distinguishable from all other names reserved or

102-26  otherwise on file, the Secretary of State shall [issue to] reinstate the

102-27  business trust [a certificate of reinstatement] under that new name.

102-28    2.  If the defaulting business trust submits the written,

102-29  acknowledged consent of the artificial person using a name, or the

102-30  person who has reserved a name, which is not distinguishable from

102-31  the old name of the business trust or a new name it has submitted, it

102-32  may be reinstated under that name.

102-33    Sec. 125.  NRS 88A.710 is hereby amended to read as follows:

102-34    88A.710  Before transacting business in this state, a foreign

102-35  business trust shall register with the Secretary of State. In order to

102-36  register, a foreign business trust shall submit to the Secretary of

102-37  State an application for registration as a foreign business trust,

102-38  signed by a trustee, and a signed certificate of acceptance of a

102-39  resident agent. The application for registration must set forth:

102-40    1.  The name of the foreign business trust and, if different, the

102-41  name under which it proposes to register and transact business in

102-42  this state;

102-43    2.  The state and date of its formation;

102-44    3.  The name and address of the resident agent whom the

102-45  foreign business trust elects to appoint;

103-1     4.  The address of the office required to be maintained in the

103-2  state of its organization by the laws of that state or, if not so

103-3  required, of the principal office of the foreign business trust; and

103-4     5.  The name and [business] address , either residence or

103-5  business, of one trustee.

103-6     Sec. 126.  NRS 88A.740 is hereby amended to read as follows:

103-7     88A.740  A foreign business trust may cancel its registration by

103-8  filing with the Secretary of State a certificate of cancellation signed

103-9  by a trustee. The certificate must set forth:

103-10    1.  The name of the foreign business trust;

103-11    2.  [The date upon which its certificate of registration was filed;

103-12    3.]  The effective date of the cancellation if other than the date

103-13  of the filing of the certificate of cancellation; and

103-14    [4.] 3.  Any other information deemed necessary by the

103-15  trustee.

103-16  A cancellation does not terminate the authority of the Secretary of

103-17  State to accept service of process on the foreign business trust with

103-18  respect to causes of action arising out of the transaction of business

103-19  in this state.

103-20    Sec. 127.  NRS 88A.900 is hereby amended to read as follows:

103-21    88A.900  The Secretary of State shall charge and collect the

103-22  following fees for:

103-23    1.  Filing an original certificate of trust, or for registering a

103-24  foreign business trust, [$175.] $75.

103-25    2.  Filing an amendment or restatement, or a combination

103-26  thereof, to a certificate of trust, [$150.] $175.

103-27    3.  Filing a certificate of cancellation, [$175.] $75.

103-28    4.  Certifying a copy of a certificate of trust or an amendment or

103-29  restatement, or a combination thereof, [$20] $30 per certification.

103-30    5.  Certifying an authorized printed copy of this chapter, [$20.]

103-31  $30.

103-32    6.  Reserving a name for a business trust, [$20.] $25.

103-33    7.  Executing a certificate of existence of a business trust which

103-34  does not list the previous documents relating to it, or a certificate of

103-35  change in the name of a business trust, [$40.] $50.

103-36    8.  Executing a certificate of existence of a business trust which

103-37  lists the previous documents relating to it, [$40.

103-38    9.  Filing a statement of change of address of the registered

103-39  office for each business trust, $30.

103-40    10.] $50.

103-41    9.  Filing a statement of change of the [registered agent, $30.

103-42    11.] resident agent, $60.

103-43    10.  Executing, certifying or filing any certificate or document

103-44  not otherwise provided for in this section, [$40.

103-45    12.] $50.

104-1     11.  Examining and provisionally approving a document before

104-2  the document is presented for filing, [$100.

104-3     13.] $125.

104-4     12.  Copying a document on file with him, for each page, [$1.]

104-5  $2.

104-6     Sec. 128.  NRS 88A.930 is hereby amended to read as follows:

104-7     88A.930  1.  A business trust may correct a document filed by

104-8  the Secretary of State with respect to the business trust if the

104-9  document contains an inaccurate record of a trust action described in

104-10  the document or was defectively executed, attested, sealed, verified

104-11  or acknowledged.

104-12    2.  To correct a document, the business trust must:

104-13    (a) Prepare a certificate of correction that:

104-14        (1) States the name of the business trust;

104-15        (2) Describes the document, including, without limitation, its

104-16  filing date;

104-17        (3) Specifies the inaccuracy or defect;

104-18        (4) Sets forth the inaccurate or defective portion of the

104-19  document in an accurate or corrected form; and

104-20        (5) Is signed by a trustee of the business trust.

104-21    (b) Deliver the certificate to the Secretary of State for filing.

104-22    (c) Pay a filing fee of [$150] $175 to the Secretary of State.

104-23    3.  A certificate of correction is effective on the effective date

104-24  of the document it corrects except as to persons relying on the

104-25  uncorrected document and adversely affected by the correction. As

104-26  to those persons, the certificate is effective when filed.

104-27    Sec. 129.  Chapter 89 of NRS is hereby amended by adding

104-28  thereto a new section to read as follows:

104-29    1.  Each document filed with the Secretary of State pursuant

104-30  to this chapter must be on or accompanied by a form prescribed by

104-31  the Secretary of State.

104-32    2.  The Secretary of State may refuse to file a document which

104-33  does not comply with subsection 1 or which does not contain all of

104-34  the information required by statute for filing the document.

104-35    3.  If the provisions of the form prescribed by the Secretary of

104-36  State conflict with the provisions of any document that is

104-37  submitted for filing with the form:

104-38    (a) The provisions of the form control for all purposes with

104-39  respect to the information that is required by statute to appear in

104-40  the document in order for the document to be filed; and

104-41    (b) Unless otherwise provided in the document, the provisions

104-42  of the document control in every other situation.

104-43    4.  The Secretary of State may by regulation provide for the

104-44  electronic filing of documents with the Office of the Secretary of

104-45  State.

105-1     Sec. 130.  NRS 89.040 is hereby amended to read as follows:

105-2     89.040  1.  One or more persons may organize a professional

105-3  corporation in the manner provided for organizing a private

105-4  corporation pursuant to chapter 78 of NRS. Each person organizing

105-5  the corporation must, except as otherwise provided in subsection 2

105-6  of NRS 89.050, be authorized to perform the professional service

105-7  for which the corporation is organized. The articles of incorporation

105-8  must contain the following additional information:

105-9     (a) The profession to be practiced by means of the professional

105-10  corporation.

105-11    (b) The names and [post office boxes or street] addresses, either

105-12  residence or business, of the original stockholders and directors of

105-13  the professional corporation.

105-14    (c) Except as otherwise provided in paragraph (d) of this

105-15  subsection, a certificate from the regulating board of the profession

105-16  to be practiced showing that each of the directors, and each of the

105-17  stockholders who is a natural person, is licensed to practice the

105-18  profession.

105-19    (d) For a professional corporation organized pursuant to this

105-20  chapter and practicing pursuant to the provisions of NRS 623.349, a

105-21  certificate from the regulating board or boards of the profession or

105-22  professions to be practiced showing that control and two-thirds

105-23  ownership of the corporation is held by persons registered or

105-24  licensed pursuant to the applicable provisions of chapter 623, 623A

105-25  or 625 of NRS. As used in this paragraph, “control” has the meaning

105-26  ascribed to it in NRS 623.349.

105-27    2.  The corporate name of a professional corporation must

105-28  contain the words “Professional Corporation” or the abbreviation

105-29  “Prof. Corp.,” “P.C.” or “PC,” or the word “Chartered” or the

105-30  abbreviation “Chtd.,” or “Limited” or the abbreviation “Ltd.” The

105-31  corporate name must contain the last name of one or more of its

105-32  stockholders. The corporation may render professional services and

105-33  exercise its authorized powers under a fictitious name if the

105-34  corporation has first registered the name in the manner required by

105-35  chapter 602 of NRS.

105-36    Sec. 131.  NRS 89.210 is hereby amended to read as follows:

105-37    89.210  1.  Within 30 days after the organization of a

105-38  professional association under this chapter, the association shall file

105-39  with the Secretary of State a copy of the articles of association, duly

105-40  executed, and shall pay at that time a filing fee of [$175. Any such

105-41  association formed as a common-law association before July 1,

105-42  1969, shall file, within 30 days after July 1, 1969, a certified copy of

105-43  its articles of association, with any amendments thereto, with the

105-44  Secretary of State, and shall pay at that time a filing fee of $25.]

105-45  $75. A copy of any amendments to the articles of association

106-1  [adopted after July 1, 1969,] must also be filed with the Secretary of

106-2  State within 30 days after the adoption of such amendments. Each

106-3  copy of amendments so filed must be certified as true and correct

106-4  and be accompanied by a filing fee of [$150.] $175.

106-5     2.  The name of such a professional association must contain

106-6  the words “Professional Association,” “Professional Organization”

106-7  or the abbreviations “Prof. Ass’n” or “Prof. Org.” The association

106-8  may render professional services and exercise its authorized powers

106-9  under a fictitious name if the association has first registered the

106-10  name in the manner required under chapter 602 of NRS.

106-11    Sec. 132.  NRS 89.250 is hereby amended to read as follows:

106-12    89.250  1.  Except as otherwise provided in subsection 2, a

106-13  professional association shall, on or before the [first] last day of the

106-14  [second] first month after the filing of its articles of association with

106-15  the Secretary of State, and annually thereafter on or before the last

106-16  day of the month in which the anniversary date of its organization

106-17  occurs in each year, furnish a statement to the Secretary of State

106-18  showing the names and [residence] addresses , either residence or

106-19  business, of all members and employees in the professional

106-20  association and certifying that all members and employees are

106-21  licensed to render professional service in this state.

106-22    2.  A professional association organized and practicing pursuant

106-23  to the provisions of this chapter and NRS 623.349 shall, on or

106-24  before the [first] last day of the [second] first month after the filing

106-25  of its articles of association with the Secretary of State, and annually

106-26  thereafter on or before the last day of the month in which the

106-27  anniversary date of its organization occurs in each year, furnish a

106-28  statement to the Secretary of State:

106-29    (a) Showing the names and [residence] addresses , either

106-30  residence or business, of all members and employees of the

106-31  professional association who are licensed or otherwise authorized

106-32  by law to render professional service in this state;

106-33    (b) Certifying that all members and employees who render

106-34  professional service are licensed or otherwise authorized by law to

106-35  render professional service in this state; and

106-36    (c) Certifying that all members who are not licensed to render

106-37  professional service in this state do not render professional service

106-38  on behalf of the professional association except as authorized by

106-39  law.

106-40    3.  Each statement filed pursuant to this section must be:

106-41    (a) Made on a form prescribed by the Secretary of State and

106-42  must not contain any fiscal or other information except that

106-43  expressly called for by this section.

106-44    (b) Signed by the chief executive officer of the professional

106-45  association.

107-1     (c) Accompanied by a declaration under penalty of perjury that

107-2  the professional association [has] :

107-3         (1) Has complied with the provisions of chapter 364A of

107-4  NRS [.] ; and

107-5         (2) Acknowledges that pursuant to NRS 239.330 it is a

107-6  category C felony to knowingly offer any false or forged

107-7  instrument for filing in the Office of the Secretary of State.

107-8     4.  Upon filing:

107-9     (a) The initial statement required by this section, the

107-10  professional association shall pay to the Secretary of State a fee of

107-11  [$165.] $125.

107-12    (b) Each annual statement required by this section, the

107-13  professional association shall pay to the Secretary of State a fee of

107-14  [$85.] $125.

107-15    5.  As used in this section, “signed” means to have executed or

107-16  adopted a name, word or mark, including, without limitation, an

107-17  electronic signature as defined in NRS 719.100, with the present

107-18  intention to authenticate a document.

107-19    Sec. 133.  NRS 89.252 is hereby amended to read as follows:

107-20    89.252  1.  Each professional association that is required to

107-21  make a filing and pay the fee prescribed in NRS 89.250 but refuses

107-22  to do so within the time provided is in default.

107-23    2.  For default, there must be added to the amount of the fee a

107-24  penalty of [$50.] $75. The fee and penalty must be collected as

107-25  provided in this chapter.

107-26    Sec. 134.  NRS 89.254 is hereby amended to read as follows:

107-27    89.254  1.  The Secretary of State shall [notify by letter]

107-28  provide written notice to each professional association which is in

107-29  default pursuant to the provisions of NRS 89.252. The written

107-30  notice [must be accompanied by] :

107-31    (a) Must include a statement indicating the amount of the filing

107-32  fee, penalties incurred and costs remaining unpaid.

107-33    (b) At the request of the professional association, may be

107-34  provided electronically.

107-35    2.  On the first day of the [ninth] first anniversary of the month

107-36  following the month in which the filing was required, the articles of

107-37  association of the professional association is revoked and its right to

107-38  transact business is forfeited.

107-39    3.  The Secretary of State shall compile a complete list

107-40  containing the names of all professional associations whose right to

107-41  [do] transact business has been forfeited.

107-42    4.  The Secretary of State shall forthwith notify each [such]

107-43  professional association specified in subsection 3 by [letter]

107-44  providing written notice of the forfeiture of its right to transact

107-45  business. The written notice [must be accompanied by] :

108-1     (a) Must include a statement indicating the amount of the filing

108-2  fee, penalties incurred and costs remaining unpaid.

108-3     [4.] (b) At the request of the professional association, may be

108-4  provided electronically.

108-5     5.  If the articles of association of a professional association are

108-6  revoked and the right to transact business is forfeited, all the

108-7  property and assets of the defaulting professional association must

108-8  be held in trust by its members, as for insolvent corporations, and

108-9  the same proceedings may be had with respect to its property and

108-10  assets as apply to insolvent corporations. Any interested person may

108-11  institute proceedings at any time after a forfeiture has been declared,

108-12  but if the Secretary of State reinstates the articles of association the

108-13  proceedings must be dismissed and all property restored to the

108-14  members of the professional association.

108-15    [5.] 6.  If the assets of the professional association are

108-16  distributed, they must be applied to:

108-17    (a) The payment of the filing fee, penalties and costs due to the

108-18  State; and

108-19    (b) The payment of the creditors of the professional

108-20  association.

108-21  Any balance remaining must be distributed as set forth in the articles

108-22  of association or, if no such provisions exist, among the members of

108-23  the professional association.

108-24    Sec. 135.  NRS 89.256 is hereby amended to read as follows:

108-25    89.256  1.  Except as otherwise provided in subsections 3 and

108-26  4, the Secretary of State shall reinstate any professional association

108-27  which has forfeited its right to transact business under the provisions

108-28  of this chapter and restore the right to carry on business in this state

108-29  and exercise its privileges and immunities if it:

108-30    (a) Files with the Secretary of State [the] :

108-31        (1) The statement and certification required by NRS 89.250;

108-32  and

108-33        (2) A certificate of acceptance of appointment signed by its

108-34  resident agent; and

108-35    (b) Pays to the Secretary of State:

108-36        (1) The filing fee and penalty set forth in NRS 89.250 and

108-37  89.252 for each year or portion thereof during which the articles of

108-38  association have been revoked; and

108-39        (2) A fee of [$200] $300 for reinstatement.

108-40    2.  When the Secretary of State reinstates the professional

108-41  association , [to its former rights,] he shall[:

108-42    (a) Immediately issue and deliver to the association a certificate

108-43  of reinstatement authorizing it to transact business, as if the fees had

108-44  been paid when due; and

109-1     (b) Upon demand,] issue to the professional association a

109-2  [certified copy of the] certificate of reinstatement [.] if the

109-3  professional association:

109-4     (a) Requests a certificate of reinstatement; and

109-5     (b) Pays the required fees pursuant to subsection 8 of

109-6  NRS 78.785.

109-7     3.  The Secretary of State shall not order a reinstatement unless

109-8  all delinquent fees and penalties have been paid, and the revocation

109-9  of the [association’s] articles of association occurred only by reason

109-10  of [its] the failure to pay the fees and penalties.

109-11    4.  If the articles of association of a professional association

109-12  have been revoked pursuant to the provisions of this chapter and

109-13  have remained revoked for 10 consecutive years, the articles must

109-14  not be reinstated.

109-15    Sec. 136.  Chapter 92A of NRS is hereby amended by adding

109-16  thereto a new section to read as follows:

109-17    1.  Each document filed with the Secretary of State pursuant

109-18  to this chapter must be on or accompanied by a form prescribed by

109-19  the Secretary of State.

109-20    2.  The Secretary of State may refuse to file a document which

109-21  does not comply with subsection 1 or which does not contain all of

109-22  the information required by statute for filing the document.

109-23    3.  If the provisions of the form prescribed by the Secretary of

109-24  State conflict with the provisions of any document that is

109-25  submitted for filing with the form:

109-26    (a) The provisions of the form control for all purposes with

109-27  respect to the information that is required by statute to appear in

109-28  the document in order for the document to be filed; and

109-29    (b) Unless otherwise provided in the document, the provisions

109-30  of the document control in every other situation.

109-31    4.  The Secretary of State may by regulation provide for the

109-32  electronic filing of documents with the Office of the Secretary of

109-33  State.

109-34    Sec. 137.  NRS 92A.190 is hereby amended to read as follows:

109-35    92A.190  1.  One or more foreign entities may merge or enter

109-36  into an exchange of owner’s interests with one or more domestic

109-37  entities if:

109-38    (a) In a merger, the merger is permitted by the law of the

109-39  jurisdiction under whose law each foreign entity is organized and

109-40  governed and each foreign entity complies with that law in effecting

109-41  the merger;

109-42    (b) In an exchange, the entity whose owner’s interests will be

109-43  acquired is a domestic entity, whether or not an exchange of

109-44  owner’s interests is permitted by the law of the jurisdiction under

109-45  whose law the acquiring entity is organized;

110-1     (c) The foreign entity complies with NRS 92A.200 to 92A.240,

110-2  inclusive, if it is the surviving entity in the merger or acquiring

110-3  entity in the exchange and sets forth in the articles of merger or

110-4  exchange its address where copies of process may be sent by the

110-5  Secretary of State; and

110-6     (d) Each domestic entity complies with the applicable provisions

110-7  of NRS 92A.100 to 92A.180, inclusive, and, if it is the surviving

110-8  entity in the merger or acquiring entity in the exchange, with NRS

110-9  92A.200 to 92A.240, inclusive.

110-10    2.  When the merger or exchange takes effect, the surviving

110-11  foreign entity in a merger and the acquiring foreign entity in an

110-12  exchange shall be deemed:

110-13    (a) To appoint the Secretary of State as its agent for service of

110-14  process in a proceeding to enforce any obligation or the rights of

110-15  dissenting owners of each domestic entity that was a party to the

110-16  merger or exchange. Service of such process must be made by

110-17  personally delivering to and leaving with the Secretary of State

110-18  duplicate copies of the process and the payment of a fee of [$50]

110-19  $100 for accepting and transmitting the process. The Secretary of

110-20  State shall forthwith send by registered or certified mail one of the

110-21  copies to the surviving or acquiring entity at its specified address,

110-22  unless the surviving or acquiring entity has designated in writing to

110-23  the Secretary of State a different address for that purpose, in which

110-24  case it must be mailed to the last address so designated.

110-25    (b) To agree that it will promptly pay to the dissenting owners of

110-26  each domestic entity that is a party to the merger or exchange the

110-27  amount, if any, to which they are entitled under or created pursuant

110-28  to NRS 92A.300 to 92A.500, inclusive.

110-29    3.  This section does not limit the power of a foreign entity to

110-30  acquire all or part of the owner’s interests of one or more classes or

110-31  series of a domestic entity through a voluntary exchange or

110-32  otherwise.

110-33    Sec. 138.  NRS 92A.195 is hereby amended to read as follows:

110-34    92A.195  1.  One foreign entity or foreign general partnership

110-35  may convert into one domestic entity if:

110-36    (a) The conversion is permitted by the law of the jurisdiction

110-37  governing the foreign entity or foreign general partnership and the

110-38  foreign entity or foreign general partnership complies with that law

110-39  in effecting the conversion;

110-40    (b) The foreign entity or foreign general partnership complies

110-41  with the applicable provisions of NRS 92A.205 and, if it is the

110-42  resulting entity in the conversion, with NRS 92A.210 to 92A.240,

110-43  inclusive; and

110-44    (c) The domestic entity complies with the applicable provisions

110-45  of NRS 92A.105, 92A.120, 92A.135, 92A.140 and 92A.165 and, if

111-1  it is the resulting entity in the conversion, with NRS 92A.205 to

111-2  92A.240, inclusive.

111-3     2.  When the conversion takes effect, the resulting foreign entity

111-4  in a conversion shall be deemed to have appointed the Secretary of

111-5  State as its agent for service of process in a proceeding to enforce

111-6  any obligation. Service of process must be made personally by

111-7  delivering to and leaving with the Secretary of State duplicate

111-8  copies of the process and the payment of a fee of [$25] $100 for

111-9  accepting and transmitting the process. The Secretary of State shall

111-10  send one of the copies of the process by registered or certified mail

111-11  to the resulting entity at its specified address, unless the resulting

111-12  entity has designated in writing to the Secretary of State a different

111-13  address for that purpose, in which case it must be mailed to the last

111-14  address so designated.

111-15    Sec. 139.  NRS 92A.200 is hereby amended to read as follows:

111-16    92A.200  After a plan of merger or exchange is approved as

111-17  required by this chapter, the surviving or acquiring entity shall

111-18  deliver to the Secretary of State for filing articles of merger or

111-19  exchange setting forth:

111-20    1.  The name and jurisdiction of organization of each

111-21  constituent entity;

111-22    2.  That a plan of merger or exchange has been adopted by each

111-23  constituent entity[;] or the parent domestic entity only, if the

111-24  merger is pursuant to NRS 92A.180;

111-25    3.  If approval of the owners of one or more constituent entities

111-26  was not required, a statement to that effect and the name of each

111-27  entity;

111-28    4.  If approval of owners of one or more constituent entities was

111-29  required, the name of each entity and a statement for each entity

111-30  that:

111-31    (a) The plan was approved by the required consent of the

111-32  owners; or

111-33    (b) A plan was submitted to the owners pursuant to this chapter

111-34  including:

111-35        (1) The designation, percentage of total vote or number of

111-36  votes entitled to be cast by each class of owner’s interests entitled to

111-37  vote separately on the plan; and

111-38        (2) Either the total number of votes or percentage of owner’s

111-39  interests cast for and against the plan by the owners of each class of

111-40  interests entitled to vote separately on the plan or the total number

111-41  of undisputed votes or undisputed total percentage of owner’s

111-42  interests cast for the plan separately by the owners of each

111-43  class,

112-1  and the number of votes or percentage of owner’s interests cast for

112-2  the plan by the owners of each class of interests was sufficient for

112-3  approval by the owners of that class;

112-4     5.  In the case of a merger, the amendment, if any, to the articles

112-5  of incorporation, articles of organization, certificate of limited

112-6  partnership or certificate of trust of the surviving entity, which

112-7  amendment may be set forth in the articles of merger as a specific

112-8  amendment or in the form of:

112-9     (a) Amended and restated articles of incorporation;

112-10    (b) Amended and restated articles of organization;

112-11    (c) An amended and restated certificate of limited partnership;

112-12  or

112-13    (d) An amended and restated certificate of trust,

112-14  or attached in that form as an exhibit; and

112-15    6.  If the entire plan of merger or exchange is not set forth, a

112-16  statement that the complete executed plan of merger or plan of

112-17  exchange is on file at the registered office if a corporation, limited-

112-18  liability company or business trust, or office described in paragraph

112-19  (a) of subsection 1 of NRS 88.330 if a limited partnership, or other

112-20  place of business of the surviving entity or the acquiring entity,

112-21  respectively.

112-22  Any of the terms of the plan of merger, conversion or exchange may

112-23  be made dependent upon facts ascertainable outside of the plan of

112-24  merger, conversion or exchange, provided that the plan of merger,

112-25  conversion or exchange clearly and expressly sets forth the manner

112-26  in which such facts shall operate upon the terms of the plan. As used

112-27  in this section, the term “facts” includes, without limitation, the

112-28  occurrence of an event, including a determination or action by a

112-29  person or body, including a constituent entity.

112-30    Sec. 140.  NRS 92A.205 is hereby amended to read as follows:

112-31    92A.205  1.  After a plan of conversion is approved as

112-32  required by this chapter, if the resulting entity is a domestic entity,

112-33  the constituent entity shall deliver to the Secretary of State for filing:

112-34    (a) Articles of conversion setting forth:

112-35        (1) The name and jurisdiction of organization of the

112-36  constituent entity and the resulting entity; and

112-37        (2) That a plan of conversion has been adopted by the

112-38  constituent entity in compliance with the law of the jurisdiction

112-39  governing the constituent entity.

112-40    (b) The following constituent document of the domestic

112-41  resulting entity:

112-42        (1) If the resulting entity is a domestic corporation, the

112-43  articles of incorporation to be filed in compliance with chapter 78 ,

112-44  78A, 82 or 89 of NRS, as applicable;

113-1         (2) If the resulting entity is a domestic limited partnership,

113-2  the certificate of limited partnership to be filed in compliance with

113-3  chapter 88 of NRS;

113-4         (3) If the resulting entity is a domestic limited-liability

113-5  company, the articles of organization to be filed in compliance with

113-6  chapter 86 of NRS; or

113-7         (4) If the resulting entity is a domestic business trust, the

113-8  certificate of trust to be filed in compliance with chapter 88A of

113-9  NRS.

113-10    (c) A certificate of acceptance of appointment of a resident

113-11  agent for the resulting entity which is executed by the resident

113-12  agent.

113-13    2.  After a plan of conversion is approved as required by this

113-14  chapter, if the resulting entity is a foreign entity, the constituent

113-15  entity shall deliver to the Secretary of State for filing articles of

113-16  conversion setting forth:

113-17    (a) The name and jurisdiction of organization of the constituent

113-18  entity and the resulting entity;

113-19    (b) That a plan of conversion has been adopted by the

113-20  constituent entity in compliance with the laws of this state; and

113-21    (c) The address of the resulting entity where copies of process

113-22  may be sent by the Secretary of State.

113-23    3.  If the entire plan of conversion is not set forth in the articles

113-24  of conversion, the filing party must include in the articles of

113-25  conversion a statement that the complete executed plan of

113-26  conversion is on file at the registered office or principal place

113-27  of business of the resulting entity or, if the resulting entity is a

113-28  domestic limited partnership, the office described in paragraph (a)

113-29  of subsection 1 of NRS 88.330.

113-30    4.  If the conversion takes effect on a later date specified in the

113-31  articles of conversion pursuant to NRS 92A.240, the constituent

113-32  document filed with the Secretary of State pursuant to paragraph (b)

113-33  of subsection 1 must state the name and the jurisdiction of the

113-34  constituent entity and that the existence of the resulting entity does

113-35  not begin until the later date.

113-36    5.  Any documents filed with the Secretary of State pursuant to

113-37  this section must be accompanied by the fees required pursuant to

113-38  this title for filing the constituent document.

113-39    Sec. 141.  NRS 92A.210 is hereby amended to read as follows:

113-40    92A.210  1.  Except as otherwise provided in this section, the

113-41  fee for filing articles of merger, articles of conversion, articles of

113-42  exchange, articles of domestication or articles of termination is

113-43  [$325.] $350. The fee for filing the constituent documents of a

113-44  domestic resulting entity is the fee for filing the constituent

114-1  documents determined by the chapter of NRS governing the

114-2  particular domestic resulting entity.

114-3     2.  The fee for filing articles of merger of two or more domestic

114-4  corporations is the difference between the fee computed at the rates

114-5  specified in NRS 78.760 upon the aggregate authorized stock of the

114-6  corporation created by the merger and the fee computed upon the

114-7  aggregate amount of the total authorized stock of the constituent

114-8  corporation.

114-9     3.  The fee for filing articles of merger of one or more domestic

114-10  corporations with one or more foreign corporations is the difference

114-11  between the fee computed at the rates specified in NRS 78.760 upon

114-12  the aggregate authorized stock of the corporation created by the

114-13  merger and the fee computed upon the aggregate amount of the total

114-14  authorized stock of the constituent corporations which have paid the

114-15  fees required by NRS 78.760 and 80.050.

114-16    4.  The fee for filing articles of merger of two or more domestic

114-17  or foreign corporations must not be less than [$325.] $350. The

114-18  amount paid pursuant to subsection 3 must not exceed [$25,000.]

114-19  $35,000.

114-20    Sec. 142.  NRS 14.020 is hereby amended to read as follows:

114-21    14.020  1.  Every corporation, limited-liability company,

114-22  limited-liability partnership, limited partnership, limited-liability

114-23  limited partnership, business trust and municipal corporation

114-24  created and existing under the laws of any other state, territory, or

114-25  foreign government, or the Government of the United States, doing

114-26  business in this state shall appoint and keep in this state a resident

114-27  agent who resides or is located in this state, upon whom all legal

114-28  process and any demand or notice authorized by law to be served

114-29  upon it may be served in the manner provided in subsection 2. The

114-30  corporation, limited-liability company, limited-liability partnership,

114-31  limited partnership, limited-liability limited partnership, business

114-32  trust or municipal corporation shall file with the Secretary of State a

114-33  certificate of acceptance of appointment signed by its resident agent.

114-34  The certificate must set forth the full name and address of the

114-35  resident agent. [The] A certificate of change of resident agent must

114-36  be [renewed] filed in the manner provided in title 7 of NRS

114-37  [whenever a change is made in the appointment or a vacancy occurs

114-38  in the agency.] if the corporation, limited-liability company,

114-39  limited-liability partnership, limited partnership, limited-liability

114-40  limited partnership, business trust or municipal corporation

114-41  desires to change its resident agent. A certificate of name change

114-42  of resident agent must be filed in the manner provided in title 7 of

114-43  NRS if the name of a resident is changed as a result of a merger,

114-44  conversion, exchange, sale, reorganization or amendment.

115-1     2.  All legal process and any demand or notice authorized by

115-2  law to be served upon the foreign corporation, limited-liability

115-3  company, limited-liability partnership, limited partnership, limited-

115-4  liability limited partnership, business trust or municipal corporation

115-5  may be served upon the resident agent personally or by leaving a

115-6  true copy thereof with a person of suitable age and discretion at the

115-7  address shown on the current certificate of acceptance filed with the

115-8  Secretary of State.

115-9     3.  Subsection 2 provides an additional mode and manner of

115-10  serving process, demand or notice and does not affect the validity of

115-11  any other service authorized by law.

115-12    Sec. 143.  NRS 104.9525 is hereby amended to read as

115-13  follows:

115-14    104.9525  1.  Except as otherwise provided in subsection 5,

115-15  the fee for filing and indexing a record under this part, other than an

115-16  initial financing statement of the kind described in subsection 2 of

115-17  NRS 104.9502, is:

115-18    (a) [Twenty] Forty dollars if the record is communicated in

115-19  writing and consists of one or two pages;

115-20    (b) [Forty] Sixty dollars if the record is communicated in writing

115-21  and consists of more than two pages, and [$1] $2 for each page over

115-22  20 pages;

115-23    (c) [Ten] Twenty dollars if the record is communicated by

115-24  another medium authorized by filing-office rule; and

115-25    (d) [One dollar] Two dollars for each additional debtor, trade

115-26  name or reference to another name under which business is done.

115-27    2.  The filing officer may charge and collect [$1] $2 for each

115-28  page of copy or record of filings produced by him at the request of

115-29  any person.

115-30    3.  Except as otherwise provided in subsection 5, the fee for

115-31  filing and indexing an initial financing statement of the kind

115-32  described in subsection 3 of NRS 104.9502 is:

115-33    (a) [Forty] Sixty dollars if the financing statement indicates that

115-34  it is filed in connection with a public-finance transaction; and

115-35    (b) [Twenty] Forty dollars if the financing statement indicates

115-36  that it is filed in connection with a manufactured-home transaction.

115-37    4.  The fee for responding to a request for information from the

115-38  filing office, including for issuing a certificate showing whether

115-39  there is on file any financing statement naming a particular debtor,

115-40  is:

115-41    (a) [Twenty] Forty dollars if the request is communicated in

115-42  writing; and

115-43    (b) [Fifteen] Twenty dollars if the request is communicated by

115-44  another medium authorized by filing-office rule.

116-1     5.  This section does not require a fee with respect to a

116-2  mortgage that is effective as a financing statement filed as a fixture

116-3  filing or as a financing statement covering as-extracted collateral or

116-4  timber to be cut under subsection 3 of NRS 104.9502. However, the

116-5  fees for recording and satisfaction which otherwise would be

116-6  applicable to the mortgage apply.

116-7     Sec. 144.  NRS 105.070 is hereby amended to read as follows:

116-8     105.070  1.  The Secretary of State or county recorder shall

116-9  mark any security instrument and any statement of change, merger

116-10  or consolidation presented for filing with the day and hour of filing

116-11  and the file number assigned to it. This mark is, in the absence of

116-12  other evidence, conclusive proof of the time and fact of presentation

116-13  for filing.

116-14    2.  The Secretary of State or county recorder shall retain and

116-15  file all security instruments and statements of change, merger or

116-16  consolidation presented for filing.

116-17    3.  The uniform fee for filing and indexing a security

116-18  instrument, or a supplement or amendment thereto, and a statement

116-19  of change, merger or consolidation, and for stamping a copy of

116-20  those documents furnished by the secured party or the public utility,

116-21  to show the date and place of filing is [$15] $40 if the document is

116-22  in the standard form prescribed by the Secretary of State and

116-23  otherwise is [$20, plus $1] $50, plus $2 for each additional debtor or

116-24  trade name.

116-25    Sec. 145.  NRS 105.080 is hereby amended to read as follows:

116-26    105.080  Upon the request of any person, the Secretary of State

116-27  shall issue his certificate showing whether there is on file on the

116-28  date and hour stated therein, any presently effective security

116-29  instrument naming a particular public utility, and if there is, giving

116-30  the date and hour of filing of the instrument and the names and

116-31  addresses of each secured party. The uniform fee for such a

116-32  certificate is [$15] $40 if the request for the certificate is in the

116-33  standard form prescribed by the Secretary of State and otherwise is

116-34  [$20.] $50. Upon request the Secretary of State or a county recorder

116-35  shall furnish a copy of any filed security instrument upon payment

116-36  of the statutory fee for copies.

116-37    Sec. 146.  NRS 116.3101 is hereby amended to read as

116-38  follows:

116-39    116.3101  1. A unit-owners’ association must be organized no

116-40  later than the date the first unit in the common-interest community is

116-41  conveyed.

116-42    2.  The membership of the association at all times consists

116-43  exclusively of all units’ owners or, following termination of the

116-44  common-interest community, of all owners of former units entitled

117-1  to distributions of proceeds under NRS 116.2118, 116.21183 and

117-2  116.21185, or their heirs, successors or assigns.

117-3     3.  The association must [be] :

117-4     (a) Be organized as a profit or nonprofit corporation, trust or

117-5  partnership[.] ;

117-6     (b) Include in its articles of incorporation, certificate of

117-7  registration or certificates of limited partnership, or any certificate

117-8  of amendment thereof, that the purpose of the corporation is to

117-9  operate as an association pursuant to this chapter;

117-10    (c) Contain in its name the words “homeowners’ association”

117-11  or “unit-owners’ association”; and

117-12    (d) Comply with the provisions of chapters 78, 82, 87 and 88 of

117-13  NRS when filing articles of incorporation, certificates of

117-14  registration or certificates of limited partnership, or any certificate

117-15  of amendment thereof, with the Secretary of State.

117-16    Sec. 147.  NRS 225.140 is hereby amended to read as follows:

117-17    225.140  1.  Except as otherwise provided in subsection 2, in

117-18  addition to other fees authorized by law, the Secretary of State shall

117-19  charge and collect the following fees:

117-20  [For a copy of any law, joint resolution, transcript

117-21  of record, or other paper on file or of record in his

117-22  office, other than a document required to be filed

117-23  pursuant to title 24 of NRS, per page$1.00

117-24  For a copy of any document required to be filed

117-25  pursuant to title 24 of NRS, per page   .50]

117-26  For certifying to [any such] a copy of any law,

117-27  joint resolution, transcript of record or other

117-28  paper on file or of record with the Secretary of

117-29  State, including, but not limited to, a document

117-30  required to be filed pursuant to title 24 of NRS,

117-31  and use of the State Seal, for each impression   [10.00] $20

117-32  For each passport or other document signed by

117-33  the Governor and attested by the Secretary of

117-34  State........................................ [10.00] 10

117-35  [For a negotiable instrument returned unpaid    10.00]

117-36    2.  The Secretary of State:

117-37    (a) Shall charge a reasonable fee for searching records and

117-38  documents kept in his office.

117-39    (b) May charge or collect any filing or other fees for services

117-40  rendered by him to the State of Nevada, any local governmental

117-41  agency or agency of the Federal Government, or any officer thereof

117-42  in his official capacity or respecting his office or official duties.

117-43    (c) May not charge or collect a filing or other fee for:

118-1         (1) Attesting extradition papers or executive warrants for

118-2  other states.

118-3         (2) Any commission or appointment issued or made by the

118-4  Governor, either for the use of the State Seal or otherwise.

118-5     (d) May charge a reasonable fee, not to exceed:

118-6         (1) Five hundred dollars, for providing service within 2 hours

118-7  after the time the service is requested; and

118-8         (2) One hundred twenty-five dollars, for providing any other

118-9  special service, including, but not limited to, providing service more

118-10  than 2 hours but within 24 hours after the time the service is

118-11  requested, accepting documents filed by facsimile machine and

118-12  other use of new technology.

118-13    (e) Shall charge a fee, not to exceed the actual cost to the

118-14  Secretary of State, for providing:

118-15        (1) A copy of any record kept in his office that is stored on a

118-16  computer or on microfilm if the copy is provided on a tape, disc or

118-17  other medium used for the storage of information by a computer or

118-18  on duplicate film.

118-19        (2) Access to his computer database on which records are

118-20  stored.

118-21    3.  From each fee collected pursuant to paragraph (d) of

118-22  subsection 2:

118-23    (a) The entire amount or [$50,] $62.50, whichever is less, of the

118-24  fee collected pursuant to subparagraph (1) of that paragraph and half

118-25  of the fee collected pursuant to subparagraph (2) of that paragraph

118-26  must be deposited with the State Treasurer for credit to the Account

118-27  for Special Services of the Secretary of State in the State General

118-28  Fund. Any amount remaining in the Account at the end of a fiscal

118-29  year in excess of $2,000,000 must be transferred to the State

118-30  General Fund. Money in the Account may be transferred to the

118-31  Secretary of State’s operating general fund budget account and must

118-32  only be used to create and maintain the capability of the Office of

118-33  the Secretary of State to provide special services, including, but not

118-34  limited to, providing service:

118-35        (1) On the day it is requested or within 24 hours; or

118-36        (2) Necessary to increase or maintain the efficiency of the

118-37  Office.

118-38  Any transfer of money from the Account for expenditure by the

118-39  Secretary of State must be approved by the Interim Finance

118-40  Committee.

118-41    (b) After deducting the amount required pursuant to paragraph

118-42  (a), the remainder must be deposited with the State Treasurer for

118-43  credit to the State General Fund.

 

119-1     Sec. 148.  Chapter 364A of NRS is hereby amended by adding

119-2  thereto a new section to read as follows:

119-3     1.  If the Department has reasonable cause to believe that any

119-4  person has failed to comply with the provisions of NRS 364A.130,

119-5  the Department may issue an order directed to the person to show

119-6  cause why the Department should not order the person to cease

119-7  and desist from conducting a business in this state. The order must

119-8  contain a statement of the charges and a notice of a hearing to be

119-9  held thereon. The order must be served upon the person directly or

119-10  by certified or registered mail, return receipt requested.

119-11    2.  If, after conducting a hearing pursuant to the provisions of

119-12  subsection 1, the Department determines that the person has failed

119-13  to comply with the provisions of NRS 364A.130 or if the person

119-14  fails to appear for the hearing after being properly served with the

119-15  statement of charges and notice of hearing, the Department may

119-16  make a written report of his findings of fact concerning the

119-17  violation and cause to be served a copy thereof upon the person at

119-18  the hearing. If the Department determines in the report that such

119-19  failure has occurred, the Department may order the violator to:

119-20    (a) Cease and desist from conducting a business in this state;

119-21  and

119-22    (b) Pay the costs of reporting services, fees for experts and

119-23  other witnesses, charges for the rental of a hearing room if such a

119-24  room is not available to the Department free of charge, charges

119-25  for providing an independent hearing officer, if any, and

119-26  charges incurred for any service of process, if the violator is

119-27  adjudicated to have failed to comply with the provisions of

119-28  NRS 364A.130.

119-29  The order must be served upon the person directly or by certified

119-30  or registered mail, return receipt requested. The order becomes

119-31  effective upon service in the manner provided in this subsection.

119-32    3.  Any person whose pecuniary interests are directly and

119-33  immediately affected by an order issued pursuant to subsection 2

119-34  or who is aggrieved by the order may petition for judicial review in

119-35  the manner provided in chapter 233B of NRS. Such a petition

119-36  must be filed within 30 days after the service of the order. The

119-37  order becomes final upon the filing of the petition.

119-38    4.  If a person fails to comply with any provision of an order

119-39  issued pursuant to subsection 2, the Department may, through the

119-40  Attorney General, at any time after 30 days after the service of

119-41  the order, cause an action to be instituted in the district court

119-42  of the county wherein the person resides or has his principal place

119-43  of business requesting the court to enforce the provisions of the

119-44  order or to provide any other appropriate injunctive relief.

119-45    5.  If the court finds that:

120-1     (a) There has been a failure to comply with the provisions of

120-2  NRS 364A.130;

120-3     (b) The proceedings by the Department concerning the written

120-4  report and any order issued pursuant to subsection 3 are in the

120-5  interest of the public; and

120-6     (c) The findings of the Department are supported by the weight

120-7  of the evidence,

120-8  the court shall issue an order enforcing the provisions of the order

120-9  of the Department.

120-10    6.  An order issued pursuant to subsection 5 may include:

120-11    (a) A provision requiring the payment to the Department of a

120-12  penalty of not more than $5,000 for each act amounting to a

120-13  failure to comply with the Department’s order; or

120-14    (b) Such injunctive or other equitable or extraordinary relief

120-15  as is determined appropriate by the court.

120-16    7.  Any aggrieved party may appeal from the final judgment,

120-17  order or decree of the court in a like manner as provided for

120-18  appeals in civil cases.

120-19    Sec. 149.  NRS 364A.130 is hereby amended to read as

120-20  follows:

120-21    364A.130  1.  Except as otherwise provided in subsection [6,]

120-22  8, a person shall not conduct a business in this state unless he has a

120-23  business license issued by the Department.

120-24    2.  The application for a business license must:

120-25    (a) Be made upon a form prescribed by the Department;

120-26    (b) Set forth the name under which the applicant transacts or

120-27  intends to transact business and the location of his place or places of

120-28  business;

120-29    (c) Declare the estimated number of employees for the previous

120-30  calendar quarter;

120-31    (d) Be accompanied by a fee of [$25;] $50; and

120-32    (e) Include any other information that the Department deems

120-33  necessary.

120-34    3.  The application must be signed by:

120-35    (a) The owner, if the business is owned by a natural person;

120-36    (b) A member or partner, if the business is owned by an

120-37  association or partnership; or

120-38    (c) An officer or some other person specifically authorized to

120-39  sign the application, if the business is owned by a corporation.

120-40    4.  If the application is signed pursuant to paragraph (c) of

120-41  subsection 3, written evidence of the signer’s authority must be

120-42  attached to the application.

120-43    5.  A person who has been issued a business license by the

120-44  Department shall submit a fee of $50 to the Department on or

120-45  before the last day of the month in which the anniversary date of

121-1  issuance of the business license occurs in each year, unless the

121-2  person submits a written statement to the Department, at least 10

121-3  days before the anniversary date, indicating that the person will

121-4  not be conducting business in this state after the anniversary date.

121-5  A person who fails to submit the annual fee required pursuant to

121-6  this subsection in a timely manner shall pay a penalty in the

121-7  amount of $75 in addition to the annual fee.

121-8     6.  The business license required to be obtained pursuant to

121-9  this section is in addition to any license to conduct business that

121-10  must be obtained from the local jurisdiction in which the business

121-11  is being conducted.

121-12    7.  For the purposes of this chapter, a person shall be deemed to

121-13  conduct a business in this state if a business for which the person is

121-14  responsible:

121-15    (a) Is incorporated pursuant to chapter 78 or 78A of NRS;

121-16    (b) Has an office or other base of operations in this state; or

121-17    (c) Pays wages or other remuneration to a natural person who

121-18  performs in this state any of the duties for which he is paid.

121-19    [6.] 8.  A person who takes part in a trade show or convention

121-20  held in this state for a purpose related to the conduct of a business is

121-21  not required to obtain a business license specifically for that event.

121-22    Sec. 150.  NRS 364A.160 is hereby repealed.

121-23    Sec. 151.  The Secretary of State is hereby authorized, without

121-24  obtaining further approval, to hire such additional personnel as are

121-25  necessary to carry out the provisions of this act.

121-26    Sec. 152.  1.  This section and sections 1 to 5, inclusive, 6 to

121-27  24.3, inclusive, 25 to 45, inclusive, 47 to 52.5, inclusive, 53 to 65.3,

121-28  inclusive, 66 to 82.3, inclusive, 83 to 97, inclusive, 97.6 to 115,

121-29  inclusive, 118 to 141, inclusive, and 143 to 151, inclusive, of this

121-30  act become effective on October 1, 2003.

121-31    2.  Sections 5.3, 24.7, 46, 52.7, 65.7, 82.7, 97.4 and 116 of this

121-32  act become effective:

121-33    (a) Except as otherwise provided in paragraph (b) or paragraph

121-34  (b) of subsection 3, on October 1, 2003.

121-35    (b) On January 1, 2004, for the purpose of requiring a resident

121-36  agent who desires to resign to file a statement of resignation for

121-37  each artificial person formed, organized, registered or qualified

121-38  pursuant to the provisions of title 7 of NRS for which the resident

121-39  agent is unwilling to continue to act as the resident agent for the

121-40  service of process.

121-41    3.  Sections 5.7, 24.7, 65.5, 82.5, 97.2, 117 and 142 of this act

121-42  become effective:

121-43    (a) Except as otherwise provided in paragraph (b) or paragraph

121-44  (b) of subsection 2, on October 1, 2003.

122-1     (b) On January 1, 2004, for the purpose of requiring a resident

122-2  agent to file a certificate of name change of resident agent if the

122-3  name of the resident agent is changed as a result of a merger,

122-4  conversion, exchange, sale, reorganization or amendment.

 

122-5  TEXT OF REPEALED SECTION

 

122-6     364A.160  Exemption for natural person with no employees

122-7  during calendar quarter.  A natural person who does not employ

122-8  any employees during a calendar quarter is exempt from the

122-9  provisions of this chapter for that calendar quarter.

 

122-10  H