Amendment No

Amendment No. 661

Senate Amendment to Assembly Bill No. 163 Second Reprint (BDR 7‑383)

Proposed by: Committee on Judiciary

Amendment Box:

Resolves Conflicts with: N/A

Amends: Summary: Title: Preamble: Joint Sponsorship:

Adoption of this amendment will ADD a 2/3s majority vote requirement for final passage of AB163 R2 (§§ 2-21, 23-29, 31, 32, 34-41, 45, 53, 53.5, 55, 57-60, 62.5-72, 73-79, 80, 82).

ASSEMBLY ACTION Initial and Date |SENATE ACTION Initial and Date

Adopted Lost | Adopted Lost

Concurred In Not |Concurred In Not

Receded Not | Receded Not

Amend the bill as a whole by renumbering sections 1 through 3 as sections 72.3 through 72.7 and adding new sections designated sections 1 through 72, following the enacting clause, to read as follows:

“Section 1. The Legislature hereby declares that:

1. Many of the fees increased pursuant to the amendatory provisions of this act have not been increased for a substantial length of time, and increasing these fees is necessary and appropriate at this time.

2. It is the intent of the Legislature that the fees increased pursuant to the amendatory provisions of this act must not be increased again for a period of at least 10 years following the enactment of this act.

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

78.0295 1. A corporation may correct a document filed by the Secretary of State with respect to the corporation if the document contains an inaccurate record of a corporate action described in the document or was defectively executed, attested, sealed, verified or acknowledged.

2. To correct a document, the corporation shall:

(a) Prepare a certificate of correction which:

(1) States the name of the corporation;

(2) Describes the document, including, without limitation, its filing date;

(3) Specifies the inaccuracy or defect;

(4) Sets forth the inaccurate or defective portion of the document in an accurate or corrected form; and

(5) Is signed by an officer of the corporation.

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

3. A certificate of correction is effective on the effective date of the document it corrects except as to persons relying on the uncorrected document and adversely affected by the correction. As to those persons, the certificate is effective when filed.

Sec. 3. NRS 78.097 is hereby amended to read as follows:

78.097 1. A resident agent who desires to resign shall file with the Secretary of State a signed statement , on a form provided by the Secretary of State, for each [corporation] artificial person formed, organized, registered or qualified pursuant to the provisions of this title that he is unwilling to continue to act as the resident agent of the [corporation] artificial person for the service of process. The fee for filing a statement of resignation is $100 for the first artificial person that the resident agent is unwilling to continue to act as the agent of and $1 for each additional artificial person listed on the statement of resignation. A resignation is not effective until the signed statement is filed with the Secretary of State.

2. The statement of resignation may contain a statement of the affected corporation appointing a successor resident agent for that corporation. A certificate of acceptance executed by the new resident agent, stating the full name, complete street address and, if different from the street address, mailing address of the new resident agent, must accompany the statement appointing a successor resident agent.

3. Upon the filing of the statement of resignation with the Secretary of State the capacity of the resigning person as resident agent terminates. If the statement of resignation contains no statement by the corporation appointing a successor resident agent, the resigning resident agent shall immediately give written notice, by mail, to the corporation of the filing of the statement and its effect. The notice must be addressed to any officer of the corporation other than the resident agent.

4. If a resident agent dies, resigns or removes from the State, the corporation, within 30 days thereafter, shall file with the Secretary of State a certificate of acceptance executed by the new resident agent. The certificate must set forth the full name and complete street address of the new resident agent for the service of process, and may have a separate mailing address, such as a post office box, which may be different from the street address.

5. A corporation that fails to file a certificate of acceptance executed by the new resident agent within 30 days after the death, resignation or removal of its former resident agent shall be deemed in default and is subject to the provisions of NRS 78.170 and 78.175.

Sec. 4. NRS 78.110 is hereby amended to read as follows:

78.110 1. If a corporation created pursuant to this chapter desires to change its resident agent, the change may be effected by filing with the Secretary of State a certificate of change of resident agent signed by an officer of the corporation which sets forth:

(a) The name of the corporation;

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

2. The new resident agent’s certificate of acceptance must be a part of or attached to the certificate of change [.] of resident agent.

3. If the name of a resident agent is changed as a result of a merger, conversion, exchange, sale, reorganization or amendment, the resident agent shall:

(a) File with the Secretary of State a certificate of name change of resident agent that includes:

(1) The current name of the resident agent as filed with the Secretary of State;

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

(3) The name and file number of each artificial person formed, organized, registered or qualified pursuant to the provisions of this title that the resident agent represents; and

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

4. A change authorized by this section becomes effective upon the filing of the proper certificate of change.

Sec. 5. NRS 78.150 is hereby amended to read as follows:

78.150 1. A corporation organized pursuant to the laws of this state shall, on or before the first day of the second month after the filing of its articles of incorporation with the Secretary of State, file with the Secretary of State a list, on a form furnished by him, containing:

(a) The name of the corporation;

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

(d) The mailing or street address, either residence or business, of each officer and director listed, following the name of the officer or director;

(e) The name and street address of the lawfully designated resident agent of the corporation; and

(f) The signature of an officer of the corporation certifying that the list is true, complete and accurate.

2. The corporation shall annually thereafter, on or before the last day of the month in which the anniversary date of incorporation occurs in each year, file with the Secretary of State, on a form furnished by him, an annual list containing all of the information required in subsection 1.

3. Each list required by subsection 1 or 2 must be accompanied by a declaration under penalty of perjury that the corporation has complied with the provisions of chapter 364A of NRS.

4. Upon filing the list required by:

(a) Subsection 1, the corporation shall pay to the Secretary of State a fee of [$165.] $125.

(b) Subsection 2, the corporation shall pay to the Secretary of State [a fee of $85.] , if the amount represented by the total number of shares provided for in the articles is:

$75,000 or less................................................................................................................. $125

Over $75,000 and not over $200,000................................................................................ 175

Over $200,000 and not over $500,000.............................................................................. 275

Over $500,000 and not over $1,000,000........................................................................... 375

Over $1,000,000:

For the first $1,000,000............................................................................................... 375

For each additional $500,000 or fraction thereof...................................................... 275

FLUSH

The maximum fee which may be charged pursuant to paragraph (b) for filing the annual list is $11,100.

5. If a director or officer of a corporation resigns and the resignation is not made in conjunction with the filing of an annual or amended list of directors and officers, the corporation shall pay to the Secretary of State a fee of $75 to file the resignation of the director or officer.

6. The Secretary of State shall, 60 days before the last day for filing each annual list required by subsection 2, cause to be mailed to each corporation which is required to comply with the provisions of NRS 78.150 to 78.185, inclusive, and which has not become delinquent, a notice of the fee due pursuant to subsection 4 and a reminder to file the annual list required by subsection 2. Failure of any corporation to receive a notice or form does not excuse it from the penalty imposed by law.

[6.] 7. If the list to be filed pursuant to the provisions of subsection 1 or 2 is defective in any respect or the fee required by subsection 4 or [8] 9 is not paid, the Secretary of State may return the list for correction or payment.

[7.] 8. An annual list for a corporation not in default which is received by the Secretary of State more than 60 days before its due date shall be deemed an amended list for the previous year and must be accompanied by [a fee of $85] the appropriate fee as provided in subsection 4 for filing. A payment submitted pursuant to this subsection does not satisfy the requirements of subsection 2 for the year to which the due date is applicable.

[8.] 9. If the corporation is an association as defined in NRS 116.110315, the Secretary of State shall not accept the filing required by this section unless it is accompanied by evidence of the payment of the fee required to be paid pursuant to NRS 116.31155 that is provided to the association pursuant to subsection 4 of that section.

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

78.170 1. Each corporation required to make a filing and pay the fee prescribed in NRS 78.150 to 78.185, inclusive, which refuses or neglects to do so within the time provided shall be deemed in default.

2. For default there must be added to the amount of the fee a penalty of [$50.] $75. The fee and penalty must be collected as provided in this chapter.

Sec. 7. NRS 78.180 is hereby amended to read as follows:

78.180 1. Except as otherwise provided in subsections 3 and 4, the Secretary of State shall reinstate a corporation which has forfeited its right to transact business pursuant to the provisions of this chapter and restore to the corporation its right to carry on business in this state, and to exercise its corporate privileges and immunities, if it:

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

(1) The list required by NRS 78.150; and

(2) A certificate of acceptance of appointment signed by its resident agent; and

(b) Pays to the Secretary of State:

(1) The filing fee and penalty set forth in NRS 78.150 and 78.170 for each year or portion thereof during which it failed to file each required annual list in a timely manner; and

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

2. When the Secretary of State reinstates the corporation, he shall:

(a) Immediately issue and deliver to the corporation a certificate of reinstatement authorizing it to transact business as if the filing fee or fees had been paid when due; and

(b) Upon demand, issue to the corporation one or more certified copies of the certificate of reinstatement.

3. The Secretary of State shall not order a reinstatement unless all delinquent fees and penalties have been paid, and the revocation of the charter occurred only by reason of failure to pay the fees and penalties.

4. If a corporate charter has been revoked pursuant to the provisions of this chapter and has remained revoked for a period of 5 consecutive years, the charter must not be reinstated.

Sec. 8. NRS 78.390 is hereby amended to read as follows:

78.390 1. Every amendment adopted pursuant to the provisions of NRS 78.385 must be made in the following manner:

(a) The board of directors must adopt a resolution setting forth the amendment proposed and declaring its advisability, and either call a special meeting of the stockholders entitled to vote on the amendment or direct that the proposed amendment be considered at the next annual meeting of the stockholders entitled to vote on the amendment.

(b) At the meeting, of which notice must be given to each stockholder entitled to vote pursuant to the provisions of this section, a vote of the stockholders entitled to vote in person or by proxy must be taken for and against the proposed amendment. If it appears upon the canvassing of the votes that stockholders holding shares in the corporation entitling them to exercise at least a majority of the voting power, or such greater proportion of the voting power as may be required in the case of a vote by classes or series, as provided in subsections 2 and 4, or as may be required by the provisions of the articles of incorporation, have voted in favor of the amendment, an officer of the corporation shall sign a certificate setting forth the amendment, or setting forth the articles of incorporation as amended, and the vote by which the amendment was adopted.

2. If any proposed amendment would adversely alter or change any preference or any relative or other right given to any class or series of outstanding shares, then the amendment must be approved by the vote, in addition to the affirmative vote otherwise required, of the holders of shares representing a majority of the voting power of each class or series adversely affected by the amendment regardless of limitations or restrictions on the voting power thereof.

3. Provision may be made in the articles of incorporation requiring, in the case of any specified amendments, a larger proportion of the voting power of stockholders than that required by this section.

4. Different series of the same class of shares do not constitute different classes of shares for the purpose of voting by classes except when the series is adversely affected by an amendment in a different manner than other series of the same class.

5. The resolution of the stockholders approving the proposed amendment may provide that at any time before the effective date of the amendment, notwithstanding approval of the proposed amendment by the stockholders, the board of directors may, by resolution, abandon the proposed amendment without further action by the stockholders.

6. A certificate filed pursuant to subsection 1 becomes effective upon filing with the Secretary of State or upon a later date specified in the certificate, which must not be later than 90 days after the certificate is filed.

7. If a certificate filed pursuant to subsection 1 specifies an effective date and if the resolution of the stockholders approving the proposed amendment provides that the board of directors may abandon the proposed amendment pursuant to subsection 5, the board of directors may terminate the effectiveness of the certificate by resolution and by filing a certificate of termination with the Secretary of State that:

(a) Is filed before the effective date specified in the certificate filed pursuant to subsection 1;

(b) Identifies the certificate being terminated;

(c) States that, pursuant to the resolution of the stockholders, the board of directors is authorized to terminate the effectiveness of the certificate;

(d) States that the effectiveness of the certificate has been terminated;

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

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

Sec. 9. NRS 78.760 is hereby amended to read as follows:

78.760 1. The fee for filing articles of incorporation is prescribed in the following schedule:

If the amount represented by the total number of shares provided for in the articles is:

$75,000 or less....................................................................................................... [$175] $ 75

Over $75,000 and not over $200,000........................................................................ [225] 175

Over $200,000 and not over $500,000...................................................................... [325] 275

Over $500,000 and not over $1,000,000................................................................... [425] 375

Over $1,000,000:

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

For each additional $500,000 or fraction thereof.................................................... [225] 275

2. The maximum fee which may be charged pursuant to this section is [$25,000] $35,000 for:

(a) The original filing of articles of incorporation.

(b) A subsequent filing of any instrument which authorizes an increase in stock.

3. For the purposes of computing the filing fees according to the schedule in subsection 1, the amount represented by the total number of shares provided for in the articles of incorporation is:

(a) The aggregate par value of the shares, if only shares with a par value are therein provided for;

(b) The product of the number of shares multiplied by $1, regardless of any lesser amount prescribed as the value or consideration for which shares may be issued and disposed of, if only shares without par value are therein provided for; or

(c) The aggregate par value of the shares with a par value plus the product of the number of shares without par value multiplied by $1, regardless of any lesser amount prescribed as the value or consideration for which the shares without par value may be issued and disposed of, if shares with and without par value are therein provided for.

FLUSH

For the purposes of this subsection, shares with no prescribed par value shall be deemed shares without par value.

4. The Secretary of State shall calculate filing fees pursuant to this section with respect to shares with a par value of less than one-tenth of a cent as if the par value were one-tenth of a cent.

Sec. 10. NRS 78.765 is hereby amended to read as follows:

78.765 1. The fee for filing a certificate changing the number of authorized shares pursuant to NRS 78.209 or a certificate of amendment to articles of incorporation that increases the corporation’s authorized stock or a certificate of correction that increases the corporation’s authorized stock is the difference between the fee computed at the rates specified in NRS 78.760 upon the total authorized stock of the corporation, including the proposed increase, and the fee computed at the rates specified in NRS 78.760 upon the total authorized capital, excluding the proposed increase. In no case may the amount be less than [$150.] $175.

2. The fee for filing a certificate of amendment to articles of incorporation that does not increase the corporation’s authorized stock or a certificate of correction that does not increase the corporation’s authorized stock is [$150.] $175.

3. The fee for filing a certificate or an amended certificate pursuant to NRS 78.1955 is [$150.] $175.

4. The fee for filing a certificate of termination pursuant to NRS 78.1955, 78.209 or 78.380 is [$150.] $175.

Sec. 11. NRS 78.767 is hereby amended to read as follows:

78.767 1. The fee for filing a certificate of restated articles of incorporation that does not increase the corporation’s authorized stock is [$150.] $175.

2. The fee for filing a certificate of restated articles of incorporation that increases the corporation’s authorized stock is the difference between the fee computed pursuant to NRS 78.760 based upon the total authorized stock of the corporation, including the proposed increase, and the fee computed pursuant to NRS 78.760 based upon the total authorized stock of the corporation, excluding the proposed increase. In no case may the amount be less than [$150.] $175.

Sec. 12. NRS 78.780 is hereby amended to read as follows:

78.780 1. The fee for filing a certificate of extension of corporate existence of any corporation is an amount equal to one-fourth of the fee computed at the rates specified in NRS 78.760 for filing articles of incorporation.

2. The fee for filing a certificate of dissolution whether it occurs before or after payment of capital and beginning of business is [$60.] $75.

Sec. 13. NRS 78.785 is hereby amended to read as follows:

78.785 1. The fee for filing a certificate of change of location of a corporation’s registered office and resident agent, or a new designation of resident agent, is [$30.] $60.

2. The fee for certifying articles of incorporation where a copy is provided is [$20.] $30.

3. The fee for certifying a copy of an amendment to articles of incorporation, or to a copy of the articles as amended, where a copy is furnished, is [$20.] $30.

4. The fee for certifying an authorized printed copy of the general corporation law as compiled by the Secretary of State is [$20.] $30.

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

6. The fee for executing a certificate of corporate existence which does not list the previous documents relating to the corporation, or a certificate of change in a corporate name, is [$40.] $50.

7. The fee for executing a certificate of corporate existence which lists the previous documents relating to the corporation is [$40.] $50.

8. The fee for executing, certifying or filing any certificate or document not provided for in NRS 78.760 to 78.785, inclusive, is [$40.] $50.

9. The fee for copies made at the Office of the Secretary of State is [$1] $2 per page.

10. The fees for filing articles of incorporation, articles of merger, or certificates of amendment increasing the basic surplus of a mutual or reciprocal insurer must be computed pursuant to NRS 78.760, 78.765 and 92A.210, on the basis of the amount of basic surplus of the insurer.

11. The fee for examining and provisionally approving any document at any time before the document is presented for filing is [$100.] $125.

Sec. 14. NRS 78.795 is hereby amended to read as follows:

78.795 1. Any natural person or corporation residing or located in this state may [, on or after January 1 of any year but before January 31 of that year,] register for that calendar year his willingness to serve as the resident agent of a domestic or foreign corporation, limited-liability company or limited partnership with the Secretary of State. The registration must state the full, legal name of the person or corporation willing to serve as the resident agent and be accompanied by a fee of [$250] $500 per office location of the resident agent.

2. The Secretary of State shall maintain a list of those persons who are registered pursuant to subsection 1 and make the list available to persons seeking to do business in this state.

3. A person registered pursuant to subsection 1 may apply to the Secretary of State to amend any information pertaining to that person contained in the list for a fee of $50.

4. The Secretary of State may adopt regulations prescribing the content, maintenance and presentation of the list.

Sec. 15. NRS 80.050 is hereby amended to read as follows:

80.050 1. Except as otherwise provided in subsection 3, foreign corporations shall pay the same fees to the Secretary of State as are required to be paid by corporations organized pursuant to the laws of this state, but the amount of fees to be charged must not exceed:

(a) The sum of [$25,000] $35,000 for filing documents for initial qualification; or

(b) The sum of [$25,000] $35,000 for each subsequent filing of a certificate increasing authorized capital stock.

2. If the corporate documents required to be filed set forth only the total number of shares of stock the corporation is authorized to issue without reference to value, the authorized shares shall be deemed to be without par value and the filing fee must be computed pursuant to paragraph (b) of subsection 3 of NRS 78.760.

3. Foreign corporations which are nonprofit corporations and do not have or issue shares of stock shall pay the same fees to the Secretary of State as are required to be paid by nonprofit corporations organized pursuant to the laws of this state.

4. The fee for filing a notice of withdrawal from the State of Nevada by a foreign corporation is [$60.] $75.

Sec. 16. NRS 80.070 is hereby amended to read as follows:

80.070 1. A foreign corporation may change its resident agent by filing with the Secretary of State:

(a) A certificate of change [,] of resident agent, signed by an officer of the corporation, setting forth:

(1) The name of the corporation;

(2) The name and street address of the present resident agent; and

(3) The name and street address of the new resident agent; and

(b) A certificate of acceptance executed by the new resident agent, which must be a part of or attached to the certificate of change [.

The change authorized by this subsection becomes effective upon the filing of the certificate of change.] of resident agent.

2. If the name of a resident agent is changed as a result of a merger, conversion, exchange, sale, reorganization or amendment, the resident agent shall:

(a) File with the Secretary of State a certificate of name change of resident agent that includes:

(1) The current name of the resident agent as filed with the Secretary of State;

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

(3) The name and file number of each artificial person formed, organized, registered or qualified pursuant to the provisions of this title that the resident agent represents; and

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

3. A change authorized by subsection 1 or 2 becomes effective upon the filing of the proper certificate of change.

4. A [person who has been designated by a foreign corporation as] resident agent [may file] who desires to resign shall:

(a) File with the Secretary of State a signed statement in the manner provided pursuant to subsection 1 of NRS 78.097 that he is unwilling to continue to act as the resident agent of the corporation for the service of process [.

3.] ; and

(b) Pay to the Secretary of State the filing fee set forth in subsection 1 of NRS 78.097.

FLUSH

A resignation is not effective until the signed statement is filed with the Secretary of State.

5. Upon the filing of the statement of resignation with the Secretary of State, the capacity of the resigning person as resident agent terminates. If the statement of resignation is not accompanied by a statement of the corporation appointing a successor resident agent, the resigning resident agent shall give written notice, by mail, to the corporation, of the filing of the statement and its effect. The notice must be addressed to any officer of the corporation other than the resident agent.

[4.] 6. If a resident agent dies, resigns or moves from the State, the corporation, within 30 days thereafter, shall file with the Secretary of State a certificate of acceptance executed by the new resident agent. The certificate must set forth the name of the new resident agent, his street address for the service of process, and his mailing address if different from his street address.

[5.] 7. A corporation that fails to file a certificate of acceptance executed by a new resident agent within 30 days after the death, resignation or removal of its resident agent shall be deemed in default and is subject to the provisions of NRS 80.150 and 80.160.

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

80.110 1. Each foreign corporation doing business in this state shall, on or before the first day of the second month after the filing of its certificate of corporate existence with the Secretary of State, and annually thereafter on or before the last day of the month in which the anniversary date of its qualification to do business in this state occurs in each year, file with the Secretary of State a list, on a form furnished by him, that contains:

(a) The names of its president, secretary and treasurer or their equivalent, and all of its directors;

(b) [A designation of its] The name and street address of the lawfully designated resident agent of the corporation in this state; and

FLUSH

Each list filed pursuant to this subsection must be accompanied by a declaration under penalty of perjury that the foreign corporation has complied with the provisions of chapter 364A of NRS.

2. Upon filing:

(a) The initial list required by subsection 1, the corporation shall pay to the Secretary of State a fee of [$165.] $125.

(b) Each annual list required by subsection 1, the corporation shall pay to the Secretary of State [a fee of $85.] , if the amount represented by the total number of shares provided for in the articles is:

$75,000 or less................................................................................................................. $125

Over $75,000 and not over $200,000................................................................................ 175

Over $200,000 and not over $500,000.............................................................................. 275

Over $500,000 and not over $1,000,000........................................................................... 375

Over $1,000,000:

For the first $1,000,000............................................................................................... 375

For each additional $500,000 or fraction thereof...................................................... 275

FLUSH

The maximum fee which may be charged pursuant to paragraph (b) for filing the annual list is $11,100.

3. If a director or officer of a corporation resigns and the resignation is not made in conjunction with the filing of an annual or amended list of directors and officers, the corporation shall pay to the Secretary of State a fee of $75 to file the resignation of the director or officer.

4. The Secretary of State shall, 60 days before the last day for filing each annual list required by subsection 1, cause to be mailed to each corporation required to comply with the provisions of NRS 80.110 to 80.170, inclusive, which has not become delinquent, the blank forms to be completed and filed with him. Failure of any corporation to receive the forms does not excuse it from the penalty imposed by the provisions of NRS 80.110 to 80.170, inclusive.

[4.] 5. An annual list for a corporation not in default which is received by the Secretary of State more than 60 days before its due date shall be deemed an amended list for the previous year and does not satisfy the requirements of subsection 1 for the year to which the due date is applicable.

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

80.150 1. Any corporation required to make a filing and pay the fee prescribed in NRS 80.110 to 80.170, inclusive, which refuses or neglects to do so within the time provided, is in default.

2. For default there must be added to the amount of the fee a penalty of [$50,] $75, and unless the filing is made and the fee and penalty are paid on or before the first day of the ninth month following the month in which filing was required, the defaulting corporation by reason of its default forfeits its right to transact any business within this state. The fee and penalty must be collected as provided in this chapter.

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

80.170 1. Except as otherwise provided in subsections 3 and 4, the Secretary of State shall reinstate a corporation which has forfeited or which forfeits its right to transact business under the provisions of this chapter and restore to the corporation its right to transact business in this state, and to exercise its corporate privileges and immunities if it:

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

(1) The list as provided in NRS 80.110 and 80.140; and

(2) A certificate of acceptance of appointment signed by its resident agent; and

(b) Pays to the Secretary of State:

(1) The filing fee and penalty set forth in NRS 80.110 and 80.150 for each year or portion thereof that its right to transact business was forfeited; and

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

2. If payment is made and the Secretary of State reinstates the corporation to its former rights, he shall:

(a) Immediately issue and deliver to the corporation so reinstated a certificate of reinstatement authorizing it to transact business in the same manner as if the filing fee had been paid when due; and

(b) Upon demand, issue to the corporation one or more certified copies of the certificate of reinstatement.

3. The Secretary of State shall not order a reinstatement unless all delinquent fees and penalties have been paid, and the revocation of the right to transact business occurred only by reason of failure to pay the fees and penalties.

4. If the right of a corporation to transact business in this state has been forfeited pursuant to the provisions of NRS 80.160 and has remained forfeited for a period of 5 consecutive years, the right is not subject to reinstatement.

Sec. 19.5. NRS 80.190 is hereby amended to read as follows:

80.190 1. Except as otherwise provided in subsection 2, each foreign corporation doing business in this state shall, not later than the month of March in each year, publish a statement of its last calendar year’s business in two numbers or issues of a newspaper published in this state [.] that has a total weekly circulation of at least 1,000. The statement must include:

(a) The name of the corporation.

(b) The name and title of the corporate officer submitting the statement.

(d) The mailing or street address of the corporation’s office in this state, if one exists.

(e) The total assets and liabilities of the corporation at the end of the year.

2. If the corporation keeps its records on the basis of a fiscal year other than the calendar, the statement required by subsection 1 must be published not later than the end of the third month following the close of each fiscal year.

3. A corporation which neglects or refuses to publish a statement as required by this section is liable to a penalty of $100 for each month that the statement remains unpublished.

4. Any district attorney in the State or the Attorney General may sue to recover the penalty. The first county suing through its district attorney shall recover the penalty, and if no suit is brought for the penalty by any district attorney, the State may recover through the Attorney General.

Sec. 20. NRS 82.193 is hereby amended to read as follows:

82.193 1. A corporation shall have a resident agent in the manner provided in NRS 78.090, 78.095, 78.097 and 78.110. The resident agent and the corporation shall comply with the provisions of those sections.

2. A corporation is subject to the provisions of NRS 78.150 to 78.185, inclusive, except that:

(a) The fee for filing a list is [$15;] $25;

(b) The penalty added for default is [$5;] $50; and

Sec. 21. NRS 82.531 is hereby amended to read as follows:

82.531 1. The fee for filing articles of incorporation, amendments to or restatements of articles of incorporation, certificates pursuant to NRS 82.061 and 82.063 and documents for dissolution is [$25] $50 for each document.

2. Except as otherwise provided in NRS 82.193 and subsection 1, the fees for filing documents are those set forth in NRS 78.765 to 78.785, inclusive.

Sec. 22. NRS 82.546 is hereby amended to read as follows:

82.546 1. Any corporation which did exist or is existing pursuant to the laws of this state may, upon complying with the provisions of NRS 78.150 and 82.193, procure a renewal or revival of its charter for any period, together with all the rights, franchises, privileges and immunities, and subject to all its existing and preexisting debts, duties and liabilities secured or imposed by its original charter and amendments thereto, or its existing charter, by filing:

(a) A certificate with the Secretary of State, which must set forth:

(1) The name of the corporation, which must be the name of the corporation at the time of the renewal or revival, or its name at the time its original charter expired.

(2) The name and street address of the lawfully designated resident agent of the filing corporation, and his mailing address if different from his street address.

(3) The date when the renewal or revival of the charter is to commence or be effective, which may be, in cases of a revival, before the date of the certificate.

(4) Whether or not the renewal or revival is to be perpetual, and, if not perpetual, the time for which the renewal or revival is to continue.

(5) That the corporation desiring to renew or revive its charter is, or has been, organized and carrying on the business authorized by its existing or original charter and amendments thereto, and desires to renew or continue through revival its existence pursuant to and subject to the provisions of this chapter.

(b) A list of its president, secretary and treasurer and all of its directors and their post office box and street addresses, either residence or business.

2. A corporation whose charter has not expired and is being renewed shall cause the certificate to be signed by its president or vice president and secretary or assistant secretary. The certificate must be approved by a majority of the last-appointed surviving directors.

3. A corporation seeking to revive its original or amended charter shall cause the certificate to be signed by its president or vice president and secretary or assistant secretary. The execution and filing of the certificate must be approved unanimously by the last-appointed surviving directors of the corporation and must contain a recital that unanimous consent was secured. The corporation shall pay to the Secretary of State the fee required to establish a new corporation pursuant to the provisions of this chapter.

4. The filed certificate, or a copy thereof which has been certified under the hand and seal of the Secretary of State, must be received in all courts and places as prima facie evidence of the facts therein stated and of the existence and incorporation of the corporation named therein.

Sec. 23. NRS 84.090 is hereby amended to read as follows:

84.090 1. The fee for filing articles of incorporation, amendments to or restatements of articles of incorporation [, certificates of reinstatement] and documents for dissolution is [$25] $50 for each document.

2. Except as otherwise provided in this chapter, the fees set forth in NRS 78.785 apply to this chapter.

Sec. 24. NRS 84.110 is hereby amended to read as follows:

84.110 1. Every corporation sole must have a resident agent in the manner provided in NRS 78.090 and 78.095, subsections 1 to 4, inclusive, of NRS 78.097 and NRS 78.110. The resident agent shall comply with the provisions of those sections.

2. A corporation sole that fails to file a certificate of acceptance executed by the new resident agent within 30 days after the death, resignation or removal of its former resident agent shall be deemed in default and is subject to the provisions of NRS 84.130 and 84.140.

3. [No] A corporation sole [may be required to file an annual list of officers, directors and designation of resident agent.] is subject to the provisions of NRS 78.150 to 78.185, inclusive, except that:

(a) The fee for filing a list is $25;

(b) The penalty added for default is $50; and

Sec. 24.5. NRS 84.120 is hereby amended to read as follows:

84.120 1. A resident agent who wishes to resign shall [file] :

(a) File with the Secretary of State a signed statement [for each corporation sole] in the manner provided pursuant to subsection 1 of NRS 78.097 that he is unwilling to continue to act as the resident agent of the corporation for the service of process [.] ; and

(b) Pay to the Secretary of State the filing fee set forth in subsection 1 of NRS 78.097.

FLUSH

A resignation is not effective until the signed statement is filed with the Secretary of State.

2. The statement of resignation may contain a statement of the affected corporation sole appointing a successor resident agent for that corporation. A certificate of acceptance executed by the new resident agent, stating the full name, complete street address and, if different from the street address, mailing address of the new resident agent, must accompany the statement appointing a successor resident agent.

3. Upon the filing of the statement of resignation with the Secretary of State, the capacity of the resigning person as resident agent terminates. If the statement of resignation contains no statement by the corporation sole appointing a successor resident agent, the resigning resident agent shall immediately give written notice, by mail, to the corporation of the filing of the statement and its effect. The notice must be addressed to the person in whom is vested the legal title to property specified in NRS 84.020.

4. If a resident agent dies, resigns or removes from the State, the corporation sole, within 30 days thereafter, shall file with the Secretary of State a certificate of acceptance executed by the new resident agent. The certificate must set forth the full name and complete street address of the new resident agent for the service of process, and may have a separate mailing address, such as a post office box, which may be different from the street address.

5. A corporation sole that fails to file a certificate of acceptance executed by the new resident agent within 30 days after the death, resignation or removal of its former resident agent shall be deemed in default and is subject to the provisions of NRS 84.130 and 84.140.

Sec. 25. NRS 86.226 is hereby amended to read as follows:

86.226 1. A signed certificate of amendment, or a certified copy of a judicial decree of amendment, must be filed with the Secretary of State. A person who executes a certificate as an agent, officer or fiduciary of the limited-liability company need not exhibit evidence of his authority as a prerequisite to filing. Unless the Secretary of State finds that a certificate does not conform to law, upon his receipt of all required filing fees he shall file the certificate.

2. A certificate of amendment or judicial decree of amendment is effective upon filing with the Secretary of State or upon a later date specified in the certificate or judicial decree, which must not be more than 90 days after the certificate or judicial decree is filed.

3. If a certificate specifies an effective date and if the resolution of the members approving the proposed amendment provides that one or more managers or, if management is not vested in a manager, one or more members may abandon the proposed amendment, then those managers or members may terminate the effectiveness of the certificate by filing a certificate of termination with the Secretary of State that:

(a) Is filed before the effective date specified in the certificate or judicial decree filed pursuant to subsection 1;

(b) Identifies the certificate being terminated;

(c) States that, pursuant to the resolution of the members, the manager of the company or, if management is not vested in a manager, a designated member is authorized to terminate the effectiveness of the certificate;

(d) States that the effectiveness of the certificate has been terminated;

(e) Is signed by a manager of the company or, if management is not vested in a manager, a designated member; and

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

Sec. 26. NRS 86.235 is hereby amended to read as follows:

86.235 1. If a limited-liability company formed pursuant to this chapter desires to change its resident agent, the change may be effected by filing with the Secretary of State a certificate of change of resident agent signed by a manager of the company or, if management is not vested in a manager, by a member, that sets forth:

(a) The name of the limited-liability company;

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

2. The new resident agent’s certificate of acceptance must be a part of or attached to the certificate of change [.

3. The] of resident agent.

3. If the name of a resident agent is changed as a result of a merger, conversion, exchange, sale, reorganization or amendment, the resident agent shall:

(a) File with the Secretary of State a certificate of name change of resident agent that includes:

(1) The current name of the resident agent as filed with the Secretary of State;

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

(3) The name and file number of each artificial person formed, organized, registered or qualified pursuant to the provisions of this title that the resident agent represents; and

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

4. A change authorized by this section becomes effective upon the filing of the proper certificate of change.

Sec. 26.5. NRS 86.251 is hereby amended to read as follows:

86.251 1. A resident agent who desires to resign shall [file] :

(a) File with the Secretary of State a signed statement [for each limited-liability company] in the manner provided pursuant to subsection 1 of NRS 78.097 that he is unwilling to continue to act as the resident agent of the limited-liability company for the service of process [.] ; and

(b) Pay to the Secretary of State the filing fee set forth in subsection 1 of NRS 78.097.

FLUSH

A resignation is not effective until the signed statement is filed with the Secretary of State.

2. The statement of resignation may contain a statement of the affected limited-liability company appointing a successor resident agent for that limited-liability company, giving the agent’s full name, street address for the service of process, and mailing address if different from the street address. A certificate of acceptance executed by the new resident agent must accompany the statement appointing a successor resident agent.

3. Upon the filing of the statement of resignation with the Secretary of State the capacity of the resigning person as resident agent terminates. If the statement of resignation contains no statement by the limited-liability company appointing a successor resident agent, the resigning agent shall immediately give written notice, by mail, to the limited-liability company of the filing of the statement and its effect. The notice must be addressed to any manager or, if none, to any member, of the limited-liability company other than the resident agent.

4. If a resident agent dies, resigns or moves from the State, the limited-liability company, within 30 days thereafter, shall file with the Secretary of State a certificate of acceptance executed by the new resident agent. The certificate must set forth the name, complete street address and mailing address, if different from the street address, of the new resident agent.

5. Each limited-liability company which fails to file a certificate of acceptance executed by the new resident agent within 30 days after the death, resignation or removal of its resident agent as provided in subsection 4, shall be deemed in default and is subject to the provisions of NRS 86.272 and 86.274.

Sec. 27. NRS 86.263 is hereby amended to read as follows:

86.263 1. A limited-liability company shall, on or before the first day of the second month after the filing of its articles of organization with the Secretary of State, file with the Secretary of State, on a form furnished by him, a list that contains:

(a) The name of the limited-liability company;

(b) The file number of the limited-liability company, if known;

(d) The mailing or street address, either residence or business, of each manager or managing member listed, following the name of the manager or managing member;

(e) The name and street address of the lawfully designated resident agent of the limited-liability company; and

(f) The signature of a manager or managing member of the limited-liability company certifying that the list is true, complete and accurate.

2. The limited-liability company shall annually thereafter, on or before the last day of the month in which the anniversary date of its organization occurs, file with the Secretary of State, on a form furnished by him, an amended list containing all of the information required in subsection 1. [If the limited-liability company has had no changes in its managers or, if there is no manager, its managing members, since its previous list was filed, no amended list need be filed if a manager or managing member of the limited-liability company certifies to the Secretary of State as a true and accurate statement that no changes in the managers or managing members have occurred.]

3. Each list required by [subsection 1 and each list or certification required by subsection] subsections 1 and 2 must be accompanied by a declaration under penalty of perjury that the limited-liability company has complied with the provisions of chapter 364A of NRS.

4. Upon filing:

(a) The initial list required by subsection 1, the limited-liability company shall pay to the Secretary of State a fee of [$165.] $125.

(b) Each annual list required by subsection 2 , [or certifying that no changes have occurred,] the limited-liability company shall pay to the Secretary of State a fee of [$85.] $125.

5. If a manager or managing member of a limited-liability company resigns and the resignation is not made in conjunction with the filing of an annual or amended list of managers and managing members, the limited-liability company shall pay to the Secretary of State a fee of $75 to file the resignation of the manager or managing member.

6. The Secretary of State shall, 60 days before the last day for filing each list required by subsection 2, cause to be mailed to each limited-liability company required to comply with the provisions of this section, which has not become delinquent, a notice of the fee due under subsection 4 and a reminder to file a list required by subsection 2 . [or a certification of no change.] Failure of any company to receive a notice or form does not excuse it from the penalty imposed by law.

[6.] 7. If the list to be filed pursuant to the provisions of subsection 1 or 2 is defective or the fee required by subsection 4 is not paid, the Secretary of State may return the list for correction or payment.

[7.] 8. An annual list for a limited-liability company not in default received by the Secretary of State more than 60 days before its due date shall be deemed an amended list for the previous year.

Sec. 28. NRS 86.272 is hereby amended to read as follows:

86.272 1. Each limited-liability company required to make a filing and pay the fee prescribed in NRS 86.263 which refuses or neglects to do so within the time provided is in default.

2. For default there must be added to the amount of the fee a penalty of [$50.] $75. The fee and penalty must be collected as provided in this chapter.

Sec. 29. NRS 86.276 is hereby amended to read as follows:

86.276 1. Except as otherwise provided in subsections 3 and 4, the Secretary of State shall reinstate any limited-liability company which has forfeited its right to transact business pursuant to the provisions of this chapter and restore to the company its right to carry on business in this state, and to exercise its privileges and immunities, if it:

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

(1) The list required by NRS 86.263; and

(2) A certificate of acceptance of appointment signed by its resident agent; and

(b) Pays to the Secretary of State:

(1) The filing fee and penalty set forth in NRS 86.263 and 86.272 for each year or portion thereof during which it failed to file in a timely manner each required annual list; and

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

2. When the Secretary of State reinstates the limited-liability company, he shall:

(a) Immediately issue and deliver to the company a certificate of reinstatement authorizing it to transact business as if the filing fee had been paid when due; and

(b) Upon demand, issue to the company one or more certified copies of the certificate of reinstatement.

4. If a company’s charter has been revoked pursuant to the provisions of this chapter and has remained revoked for a period of 5 consecutive years, the charter must not be reinstated.

Sec. 30. NRS 86.401 is hereby amended to read as follows:

86.401 1. On application to a court of competent jurisdiction by a judgment creditor of a member, the court may charge the member’s interest with payment of the unsatisfied amount of the judgment with interest. To the extent so charged, the judgment creditor has only the rights of an assignee of the member’s interest.

2. [The court may appoint a receiver of the share of the distributions due or to become due to the judgment debtor in respect of the limited-liability company. The receiver has only the rights of an assignee. The court may make all other orders, directions, accounts and inquiries that the judgment debtor might have made or which the circumstances of the case may require.

3. A charging order constitutes a lien on the member’s interest of the judgment debtor. The court may order a foreclosure of the member’s interest subject to the charging order at any time. The purchaser at the foreclosure sale has only the rights of an assignee.

4. Unless otherwise provided in the articles of organization or operating agreement, at any time before foreclosure, a member’s interest charged may be redeemed:

(a) By the judgment debtor;

(b) With property other than property of the limited-liability company, by one or more of the other members; or

5.]This section [provides] :

(a) Provides the exclusive remedy by which a judgment creditor of a member or an assignee of a member may satisfy a judgment out of the member’s interest of the judgment debtor.

[6. No creditor of a member has any right to obtain possession of, or otherwise exercise legal or equitable remedies with respect to, the property of the limited-liability company.

7. This section does]

(b) Does not deprive any member of the benefit of any exemption applicable to his interest.

Sec. 31. NRS 86.561 is hereby amended to read as follows:

86.561 1. The Secretary of State shall charge and collect for:

(a) Filing the original articles of organization, or for registration of a foreign company, [$175;] $75;

(b) Amending or restating the articles of organization, amending the registration of a foreign company or filing a certificate of correction, [$150;] $175;

(d) Filing a statement of change of address of a records or registered office, or change of the resident agent, [$30;] $60;

(e) Certifying articles of organization or an amendment to the articles, in both cases where a copy is provided, [$20;] $30;

(f) Certifying an authorized printed copy of this chapter, [$20;] $30;

(g) Reserving a name for a limited-liability company, [$20;] $25;

(h) Filing a certificate of cancellation, [$60;] $75;

(i) Executing, filing or certifying any other document, [$40;] $50; and

(j) Copies made at the Office of the Secretary of State, [$1] $2 per page.

2. The Secretary of State shall charge and collect at the time of any service of process on him as agent for service of process of a limited-liability company, [$10] $100 which may be recovered as taxable costs by the party to the action causing the service to be made if the party prevails in the action.

3. Except as otherwise provided in this section, the fees set forth in NRS 78.785 apply to this chapter.

Sec. 32. NRS 86.568 is hereby amended to read as follows:

86.568 1. A limited-liability company may correct a document filed by the Secretary of State with respect to the limited-liability company if the document contains an inaccurate record of a company action described in the document or was defectively executed, attested, sealed, verified or acknowledged.

2. To correct a document, the limited-liability company must:

(a) Prepare a certificate of correction that:

(1) States the name of the limited-liability company;

(2) Describes the document, including, without limitation, its filing date;

(3) Specifies the inaccuracy or defect;

(4) Sets forth the inaccurate or defective portion of the document in an accurate or corrected form; and

(5) Is signed by a manager of the company, or if management is not vested in a manager, by a member of the company.

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

Sec. 33. NRS 86.580 is hereby amended to read as follows:

86.580 1. A limited-liability company which did exist or is existing pursuant to the laws of this state may, upon complying with the provisions of NRS 86.276, procure a renewal or revival of its charter for any period, together with all the rights, franchises, privileges and immunities, and subject to all its existing and preexisting debts, duties and liabilities secured or imposed by its original charter and amendments thereto, or existing charter, by filing:

(a) A certificate with the Secretary of State, which must set forth:

(1) The name of the limited-liability company, which must be the name of the limited-liability company at the time of the renewal or revival, or its name at the time its original charter expired.

(2) The name of the person lawfully designated as the resident agent of the limited-liability company, his street address for the service of process, and his mailing address if different from his street address.

(3) The date when the renewal or revival of the charter is to commence or be effective, which may be, in cases of a revival, before the date of the certificate.

(4) Whether or not the renewal or revival is to be perpetual, and, if not perpetual, the time for which the renewal or revival is to continue.

(5) That the limited-liability company desiring to renew or revive its charter is, or has been, organized and carrying on the business authorized by its existing or original charter and amendments thereto, and desires to renew or continue through revival its existence pursuant to and subject to the provisions of this chapter.

(b) A list of its managers, or if there are no managers, all its managing members and their post office box or street addresses, either residence or business.

2. A limited-liability company whose charter has not expired and is being renewed shall cause the certificate to be signed by its manager, or if there is no manager, by a person designated by its members. The certificate must be approved by a majority in interest.

3. A limited-liability company seeking to revive its original or amended charter shall cause the certificate to be signed by a person or persons designated or appointed by the members. The execution and filing of the certificate must be approved by the written consent of a majority in interest and must contain a recital that this consent was secured. The limited-liability company shall pay to the Secretary of State the fee required to establish a new limited-liability company pursuant to the provisions of this chapter.

Sec. 34. NRS 87.460 is hereby amended to read as follows:

87.460 1. A certificate of registration of a registered limited-liability partnership may be amended by filing with the Secretary of State a certificate of amendment. The certificate of amendment must set forth:

(a) The name of the registered limited-liability partnership;

(b) The dates on which the registered limited-liability partnership filed its original certificate of registration and any other certificates of amendment; and

(c) The change to the information contained in the original certificate of registration or any other certificates of amendment.

2. The certificate of amendment must be:

(a) Signed by a managing partner of the registered limited-liability partnership; and

(b) Accompanied by a fee of [$150.] $175.

Sec. 35. NRS 87.470 is hereby amended to read as follows:

87.470 The registration of a registered limited-liability partnership is effective until:

1. Its certificate of registration is revoked pursuant to NRS 87.520; or

2. The registered limited-liability partnership files with the Secretary of State a written notice of withdrawal executed by a managing partner. The notice must be accompanied by a fee of [$60.] $75.

Sec. 36. NRS 87.490 is hereby amended to read as follows:

87.490 1. If a registered limited-liability partnership wishes to change the location of its principal office in this state or its resident agent, it shall first file with the Secretary of State a certificate of change of principal office or resident agent that sets forth:

(a) The name of the registered limited-liability partnership;

(b) The street address of its principal office;

(d) The name of its resident agent; and

(e) If its resident agent will be changed, the name of its new resident agent.

[The]

2. A certificate of acceptance [of its] signed by the new resident agent must accompany the certificate of change [.

2.] of resident agent.

3. A certificate of change of principal office or resident agent filed pursuant to this section must be:

(a) Signed by a managing partner of the registered limited-liability partnership; and

(b) Accompanied by a fee of [$30.] $60.

4. If the name of a resident agent is changed as a result of a merger, conversion, exchange, sale, reorganization or amendment, the resident agent shall:

(a) File with the Secretary of State a certificate of name change of resident agent that includes:

(1) The current name of the resident agent as filed with the Secretary of State;

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

(3) The name and file number of each artificial person formed, organized, registered or qualified pursuant to the provisions of this title that the resident agent represents; and

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

5. A change authorized by this section becomes effective upon the filing of the proper certificate of change.

Sec. 36.5. NRS 87.500 is hereby amended to read as follows:

87.500 1. A resident agent [of a registered limited-liability partnership] who wishes to resign shall [file] :

(b) Pay to the Secretary of State the filing fee set forth in subsection 1 of NRS 78.097.

FLUSH

A resignation is not effective until the signed statement is filed with the Secretary of State.

2. The statement of resignation may contain a statement by the affected registered limited-liability partnership appointing a successor resident agent. A certificate of acceptance signed by the new agent, stating the full name, complete street address and, if different from the street address, the mailing address of the new agent, must accompany the statement appointing the new resident agent.

3. Upon the filing of the statement with the Secretary of State, the capacity of the person as resident agent terminates. If the statement of resignation contains no statement by the registered limited-liability partnership appointing a successor resident agent, the resigning agent shall immediately give written notice, by certified mail, to the registered limited-liability partnership of the filing of the statement and its effect. The notice must be addressed to a managing partner in this state.

4. If a resident agent dies, resigns or removes himself from the State, the registered limited-liability partnership shall, within 30 days thereafter, file with the Secretary of State a certificate of acceptance, executed by the new resident agent. The certificate must set forth the full name, complete street address and, if different from the street address, the mailing address of the newly designated resident agent.

5. If a registered limited-liability partnership fails to file a certificate of acceptance within the period required by [this subsection,] subsection 4, it is in default and is subject to the provisions of NRS 87.520.

Sec. 37. NRS 87.510 is hereby amended to read as follows:

87.510 1. A registered limited-liability partnership shall, on or before the first day of the second month after the filing of its certificate of registration with the Secretary of State, and annually thereafter on or before the last day of the month in which the anniversary date of the filing of its certificate of registration with the Secretary of State occurs, file with the Secretary of State, on a form furnished by him, a list that contains:

(a) The name of the registered limited-liability partnership;

(b) The file number of the registered limited-liability partnership, if known;

(d) The mailing or street address, either residence or business, of each managing partner;

(e) The name and street address of the lawfully designated resident agent of the registered limited-liability partnership; and

(f) The signature of a managing partner of the registered limited-liability partnership certifying that the list is true, complete and accurate.

FLUSH

Each list filed pursuant to this subsection must be accompanied by a declaration under penalty of perjury that the registered limited-liability partnership has complied with the provisions of chapter 364A of NRS.

2. Upon filing:

(a) The initial list required by subsection 1, the registered limited-liability partnership shall pay to the Secretary of State a fee of [$165.] $125.

(b) Each annual list required by subsection 1, the registered limited-liability partnership shall pay to the Secretary of State a fee of [$85.] $125.

3. If a managing partner of a registered limited-liability partnership resigns and the resignation is not made in conjunction with the filing of an annual or amended list of managing partners, the registered limited-liability partnership shall pay to the Secretary of State a fee of $75 to file the resignation of the managing partner.

4. The Secretary of State shall, at least 60 days before the last day for filing each annual list required by subsection 1, cause to be mailed to the registered limited-liability partnership a notice of the fee due pursuant to subsection 2 and a reminder to file the annual list required by subsection 1. The failure of any registered limited-liability partnership to receive a notice or form does not excuse it from complying with the provisions of this section.

[4.] 5. If the list to be filed pursuant to the provisions of subsection 1 is defective, or the fee required by subsection 2 is not paid, the Secretary of State may return the list for correction or payment.

[5.] 6. An annual list that is filed by a registered limited-liability partnership which is not in default more than 60 days before it is due shall be deemed an amended list for the previous year and does not satisfy the requirements of subsection 1 for the year to which the due date is applicable.

Sec. 38. NRS 87.520 is hereby amended to read as follows:

87.520 1. A registered limited-liability partnership that fails to comply with the provisions of NRS 87.510 is in default.

2. Any registered limited-liability partnership that is in default pursuant to subsection 1 must, in addition to the fee required to be paid pursuant to NRS 87.510, pay a penalty of [$50.] $75.

3. On or before the 15th day of the third month after the month in which the fee required to be paid pursuant to NRS 87.510 is due, the Secretary of State shall notify, by certified mail, the resident agent of any registered limited-liability partnership that is in default. The notice must include the amount of any payment that is due from the registered limited-liability partnership.

4. If a registered limited-liability partnership fails to pay the amount that is due, the certificate of registration of the registered limited-liability partnership shall be deemed revoked on the first day of the ninth month after the month in which the fee required to be paid pursuant to NRS 87.510 was due. The Secretary of State shall notify a registered limited-liability partnership, by certified mail, addressed to its resident agent or, if the registered limited-liability partnership does not have a resident agent, to a managing partner, that its certificate of registration is revoked and the amount of any fees and penalties that are due.

Sec. 39. NRS 87.530 is hereby amended to read as follows:

87.530 1. Except as otherwise provided in subsection 3, the Secretary of State shall reinstate the certificate of registration of a registered limited-liability partnership that is revoked pursuant to NRS 87.520 if the registered limited-liability partnership:

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

(1) The information required by NRS 87.510; and

(2) A certificate of acceptance of appointment signed by its resident agent; and

(b) Pays to the Secretary of State:

(1) The fee required to be paid by [that section;] NRS 87.510;

(2) Any penalty required to be paid pursuant to NRS 87.520; and

(3) A reinstatement fee of [$200.] $300.

2. Upon reinstatement of a certificate of registration pursuant to this section, the Secretary of State shall:

(a) Deliver to the registered limited-liability partnership a certificate of reinstatement authorizing it to transact business retroactively from the date the fee required by NRS 87.510 was due; and

(b) Upon request, issue to the registered limited-liability partnership one or more certified copies of the certificate of reinstatement.

3. The Secretary of State shall not reinstate the certificate of registration of a registered limited-liability partnership if the certificate was revoked pursuant to NRS 87.520 at least 5 years before the date of the proposed reinstatement.

Sec. 40. NRS 87.547 is hereby amended to read as follows:

87.547 1. A limited-liability partnership may correct a document filed by the Secretary of State with respect to the limited-liability partnership if the document contains an inaccurate record of a partnership action described in the document or was defectively executed, attested, sealed, verified or acknowledged.

2. To correct a document, the limited-liability partnership must:

(a) Prepare a certificate of correction that:

(1) States the name of the limited-liability partnership;

(2) Describes the document, including, without limitation, its filing date;

(3) Specifies the inaccuracy or defect;

(4) Sets forth the inaccurate or defective portion of the document in an accurate or corrected form; and

(5) Is signed by a managing partner of the limited-liability partnership.

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

Sec. 41. NRS 87.550 is hereby amended to read as follows:

87.550 In addition to any other fees required by NRS 87.440 to 87.540, inclusive, and 87.560, the Secretary of State shall charge and collect the following fees for services rendered pursuant to those sections:

1. For certifying documents required by NRS 87.440 to 87.540, inclusive, and 87.560, [$20] $30 per certification.

2. For executing a certificate verifying the existence of a registered limited-liability partnership, if the registered limited-liability partnership has not filed a certificate of amendment, [$40.] $50.

3. For executing a certificate verifying the existence of a registered limited-liability partnership, if the registered limited-liability partnership has filed a certificate of amendment, [$40.] $50.

4. For executing, certifying or filing any certificate or document not required by NRS 87.440 to 87.540, inclusive, and 87.560, [$40.] $50.

5. For any copies made by the Office of the Secretary of State, [$1] $2 per page.

6. For examining and provisionally approving any document before the document is presented for filing, [$100.] $125.

Sec. 42. Chapter 88 of NRS is hereby amended by adding thereto the provisions set forth as sections 43 to 50, inclusive, of this act.

Sec. 43. 1. To become a registered limited-liability limited partnership, a limited partnership shall file with the Secretary of State a certificate of registration stating each of the following:

(a) The name of the limited partnership.

(b) The street address of its principal office.

(c) The name of the person designated as the resident agent of the limited partnership, the street address of the resident agent where process may be served upon the partnership and the mailing address of the resident agent if it is different from his street address.

(d) The name and business address of each organizer executing the certificate.

(e) The name and business address of each initial general partner.

(f) That the limited partnership thereafter will be a registered limited-liability limited partnership.

(g) Any other information that the limited partnership wishes to include.

2. The certificate of registration must be executed by the vote necessary to amend the partnership agreement or, in the case of a partnership agreement that expressly considers contribution obligations, the vote necessary to amend those provisions.

3. The Secretary of State shall register as a registered limited-liability limited partnership any limited partnership that submits a completed certificate of registration with the required fee.

4. The registration of a registered limited-liability limited partnership is effective at the time of the filing of the certificate of registration.

Sec. 44. 1. The name proposed for a registered limited-liability limited partnership must contain the words “Limited-Liability Limited Partnership” or “Registered Limited-Liability Limited Partnership” or the abbreviation “L.L.L.P.” or “LLLP” as the last words or letters of the name and must be distinguishable on the records of the Secretary of State from the names of all other artificial persons formed, organized, registered or qualified pursuant to the provisions of this title that are on file in the Office of the Secretary of State and all names that are reserved in the Office of the Secretary of State pursuant to the provisions of this title. If the name of the registered limited-liability limited partnership on a certificate of registration of limited-liability limited partnership submitted to the Secretary of State is not distinguishable from any name on file or reserved name, the Secretary of State shall return the certificate to the person who signed it, unless the written, acknowledged consent to the same name of the holder of the name on file or reserved name to use the name accompanies the certificate.

2. For the purposes of this section, a proposed name is not distinguishable from a name on file or reserved name solely because one or the other contains distinctive lettering, a distinctive mark, a trademark or a trade name, or any combination of these.

3. The name of a registered limited-liability limited partnership whose right to transact business has been forfeited, which has merged and is not the surviving entity or whose existence has otherwise terminated is available for use by any other artificial person.

4. The Secretary of State may adopt regulations that interpret the requirements of this section.

Sec. 45. The registration of a registered limited-liability limited partnership is effective until:

1. Its certificate of registration is revoked pursuant to NRS 88.405; or

2. The registered limited-liability limited partnership files with the Secretary of State a written notice of withdrawal executed by a general partner. The notice must be accompanied by a fee of $60.

Sec. 46. The status of a limited partnership as a registered limited-liability limited partnership, and the liability of its partners, are not affected by errors in the information contained in a certificate of registration or an annual list required to be filed with the Secretary of State, or by changes after the filing of such a certificate or list in the information contained in the certificate or list.

Sec. 47. 1. Notwithstanding any provision in a partnership agreement that may have existed before a limited partnership became a registered limited-liability limited partnership pursuant to section 43 of this act, if a registered limited-liability limited partnership incurs a debt or liability:

(a) The debt or liability is solely the responsibility of the registered limited-liability limited partnership; and

(b) A partner of a registered limited-liability limited partnership is not individually liable for the debt or liability by way of acting as a partner.

2. For purposes of this section, the failure of a registered limited-liability limited partnership to observe the formalities or requirements relating to the management of the registered limited-liability limited partnership, in and of itself, is not sufficient to establish grounds for imposing personal liability on a partner for a debt or liability of the registered limited-liability limited partnership.

Sec. 48. 1. Except as otherwise provided by specific statute, no partner of a registered limited-liability limited partnership is individually liable for a debt or liability of the registered limited-liability limited partnership, unless the partner acts as the alter ego of the registered limited-liability limited partnership.

2. A partner acts as the alter ego of a registered limited-liability limited partnership if:

(a) The registered limited-liability limited partnership is influenced and governed by the partner;

(b) There is such unity of interest and ownership that the registered limited-liability limited partnership and the partner are inseparable from each other; and

3. The question of whether a partner acts as the alter ego of a registered limited-liability limited partnership must be determined by the court as a matter of law.

Sec. 49. To the extent permitted by the law of that jurisdiction:

1. A limited partnership, including a registered limited-liability limited partnership, formed and existing under this chapter, may conduct its business, carry on its operations, and exercise the powers granted by this chapter in any state, territory, district or possession of the United States or in any foreign country.

2. The internal affairs of a limited partnership, including a registered limited-liability limited partnership, formed and existing under this chapter, including the liability of partners for debts, obligations and liabilities of or chargeable to the partnership, are governed by the laws of this state.

Sec. 50. The name of a foreign registered limited-liability limited partnership that is doing business in this state must contain the words “Limited-Liability Limited Partnership” or “Registered Limited-Liability Limited Partnership” or the abbreviations “L.L.L.P.” or “LLLP,” or such other words or abbreviations as may be required or authorized by the laws of the other jurisdiction, as the last words or letters of the name.

Sec. 51. NRS 88.315 is hereby amended to read as follows:

88.315 As used in this chapter, unless the context otherwise requires:

1. “Certificate of limited partnership” means the certificate referred to in NRS 88.350, and the certificate as amended or restated.

2. “Contribution” means any cash, property, services rendered, or a promissory note or other binding obligation to contribute cash or property or to perform services, which a partner contributes to a limited partnership in his capacity as a partner.

3. “Event of withdrawal of a general partner” means an event that causes a person to cease to be a general partner as provided in NRS 88.450.

4. “Foreign limited partnership” means a partnership formed under the laws of any state other than this state and having as partners one or more general partners and one or more limited partners.

5. “Foreign registered limited-liability limited partnership” means a foreign limited-liability limited partnership:

(a) Formed pursuant to an agreement governed by the laws of another state; and

(b) Registered pursuant to and complying with NRS 88.570 to 88.605, inclusive, and section 50 of this act.

6. “General partner” means a person who has been admitted to a limited partnership as a general partner in accordance with the partnership agreement and named in the certificate of limited partnership as a general partner.

[6.] 7. “Limited partner” means a person who has been admitted to a limited partnership as a limited partner in accordance with the partnership agreement.

[7.] 8. “Limited partnership” and “domestic limited partnership” mean a partnership formed by two or more persons under the laws of this state and having one or more general partners and one or more limited partners.

[8.] 9. “Partner” means a limited or general partner.

[9.] 10. “Partnership agreement” means any valid agreement, written or oral, of the partners as to the affairs of a limited partnership and the conduct of its business.

[10.] 11. “Partnership interest” means a partner’s share of the profits and losses of a limited partnership and the right to receive distributions of partnership assets.

[11.] 12. “Registered limited-liability limited partnership” means a limited partnership:

(a) Formed pursuant to an agreement governed by this chapter; and

(b) Registered pursuant to and complying with NRS 88.350 to 88.415, inclusive, and sections 43, 44 and 45 of this act.

13. “Registered office” means the office maintained at the street address of the resident agent.

[12.] 14. “Resident agent” means the agent appointed by the limited partnership upon whom process or a notice or demand authorized by law to be served upon the limited partnership may be served.

[13.] 15. “Sign” means to affix a signature to a document.

[14.] 16. “Signature” means a name, word or mark executed or adopted by a person with the present intention to authenticate a document. The term includes, without limitation, an electronic signature as defined in NRS 719.100.

[15.] 17. “State” means a state, territory or possession of the United States, the District of Columbia or the Commonwealth of Puerto Rico.

[16.] 18. “Street address” of a resident agent means the actual physical location in this state at which a resident is available for service of process.

Sec. 52. NRS 88.320 is hereby amended to read as follows:

88.320 1. [The] Except as otherwise provided in section 44 of this act, the name proposed for a limited partnership as set forth in its certificate of limited partnership:

(a) Must contain the words “limited partnership,” or the abbreviation “LP” or “L.P.” ;

(b) May not contain the name of a limited partner unless:

(1) It is also the name of a general partner or the corporate name of a corporate general partner; or

(2) The business of the limited partnership had been carried on under that name before the admission of that limited partner; and

(c) Must be distinguishable on the records of the Secretary of State from the names of all other artificial persons formed, organized, registered or qualified pursuant to the provisions of this title that are on file in the Office of the Secretary of State and all names that are reserved in the Office of the Secretary of State pursuant to the provisions of this title. If the name on the certificate of limited partnership submitted to the Secretary of State is not distinguishable from any name on file or reserved name, the Secretary of State shall return the certificate to the filer, unless the written, acknowledged consent to the use of the same or the requested similar name of the holder of the name on file or reserved name accompanies the certificate of limited partnership.

2. For the purposes of this section, a proposed name is not distinguished from a name on file or reserved name solely because one or the other contains distinctive lettering, a distinctive mark, a trademark or a trade name, or any combination of these.

3. The name of a limited partnership whose right to transact business has been forfeited, which has merged and is not the surviving entity or whose existence has otherwise terminated is available for use by any other artificial person.

4. The Secretary of State may adopt regulations that interpret the requirements of this section.

Sec. 53. NRS 88.331 is hereby amended to read as follows:

88.331 1. If a limited partnership created pursuant to this chapter desires to change its resident agent, the change may be effected by filing with the Secretary of State a certificate of change [,] of resident agent, signed by a general partner, which sets forth:

(a) The name of the limited partnership;

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

2. The new resident agent’s certificate of acceptance must be a part of or attached to the certificate of change [.

3. The] of resident agent.

3. If the name of a resident agent is changed as a result of a merger, conversion, exchange, sale, reorganization or amendment, the resident agent shall:

(a) File with the Secretary of State a certificate of name change of resident agent that includes:

(1) The current name of the resident agent as filed with the Secretary of State;

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

(3) The name and file number of each artificial person formed, organized, registered or qualified pursuant to the provisions of this title that the resident agent represents; and

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

4. A change authorized by this section becomes effective upon the filing of the proper certificate of change.

Sec. 53.5. NRS 88.332 is hereby amended to read as follows:

88.332 1. [Any person who has been designated by a limited partnership as its] A resident agent [and who thereafter] who desires to resign shall [file] :

(b) Pay to the Secretary of State the filing fee set forth in subsection 1 of NRS 78.097.

FLUSH

A resignation is not effective until the signed statement is filed with the Secretary of State.

2. The statement of resignation may contain a statement by the affected limited partnership appointing a successor resident agent for the limited partnership. A certificate of acceptance executed by the new agent, stating the full name, complete street address and, if different from the street address, mailing address of the new agent, must accompany the statement appointing the new agent.

[2.] 3. Upon the filing of the statement with the Secretary of State , the capacity of the person as resident agent terminates. If the statement of resignation does not contain a statement by the limited partnership appointing a successor resident agent, the resigning agent shall immediately give written notice, by mail, to the limited partnership of the filing of the statement and the effect thereof. The notice must be addressed to a general partner of the partnership other than the resident agent.

[3.] 4. If a designated resident agent dies, resigns or removes from the State, the limited partnership, within 30 days thereafter, shall file with the Secretary of State a certificate of acceptance, executed by the new resident agent. The certificate must set forth the full name, complete street address and, if different from the street address, mailing address of the newly designated resident agent.

[4.] 5. Each limited partnership which fails to file a certificate of acceptance executed by the new resident agent within 30 days after the death, resignation or removal of its resident agent as provided in subsection [3] 4 shall be deemed in default and is subject to the provisions of NRS 88.400 and 88.405.

Sec. 54. NRS 88.335 is hereby amended to read as follows:

88.335 1. A limited partnership shall keep at the office referred to in paragraph (a) of subsection 1 of NRS 88.330 the following:

(a) A current list of the full name and last known business address of each partner , separately identifying the general partners in alphabetical order and the limited partners in alphabetical order;

(b) A copy of the certificate of limited partnership and all certificates of amendment thereto, together with executed copies of any powers of attorney pursuant to which any certificate has been executed;

(c) Copies of the limited partnership’s federal, state, and local income tax returns and reports, if any, for the 3 most recent years;

(d) Copies of any then effective written partnership agreements [and] ;

(e) Copies of any financial statements of the limited partnership for the 3 most recent years; and

[(e)] (f) Unless contained in a written partnership agreement, a writing setting out:

(1) The amount of cash and a description and statement of the agreed value of the other property or services contributed by each partner and which each partner has agreed to contribute;

(2) The times at which or events on the happening of which any additional contributions agreed to be made by each partner are to be made;

(3) Any right of a partner to receive, or of a general partner to make, distributions to a partner which include a return of all or any part of the partner’s contribution; and

(4) Any events upon the happening of which the limited partnership is to be dissolved and its affairs wound up.

2. In lieu of keeping at an office in this state the information required in paragraphs (a), (c), (e) and (f) of subsection 1, the limited partnership may keep a statement with the resident agent setting out the name of the custodian of the information required in paragraphs (a), (c), (e) and (f) of subsection 1, and the present and complete post office address, including street and number, if any, where the information required in paragraphs (a), (c), (e) and (f) of subsection 1 is kept.

3. Records kept pursuant to this section are subject to inspection and copying at the reasonable request, and at the expense, of any partner during ordinary business hours.

Sec. 55. NRS 88.339 is hereby amended to read as follows:

88.339 1. A limited partnership may correct a document filed by the Secretary of State with respect to the limited partnership if the document contains an inaccurate record of a partnership action described in the document or was defectively executed, attested, sealed, verified or acknowledged.

2. To correct a document, the limited partnership must:

(a) Prepare a certificate of correction that:

(1) States the name of the limited partnership;

(2) Describes the document, including, without limitation, its filing date;

(3) Specifies the inaccuracy or defect;

(4) Sets forth the inaccurate or defective portion of the document in an accurate or corrected form; and

(5) Is signed by a general partner of the limited partnership.

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

Sec. 56. NRS 88.350 is hereby amended to read as follows:

88.350 1. In order to form a limited partnership, a certificate of limited partnership must be executed and filed in the Office of the Secretary of State. The certificate must set forth:

(a) The name of the limited partnership;

(b) The address of the office which contains records and the name and address of the resident agent required to be maintained by NRS 88.330;

(d) The name and business address of each initial general partner;

(e) The latest date upon which the limited partnership is to dissolve; and

[(e)] (f) Any other matters the [general partners] organizers determine to include therein.

2. A certificate of acceptance of appointment of a resident agent, executed by the agent, must be filed with the certificate of limited partnership.

3. A limited partnership is formed at the time of the filing of the certificate of limited partnership and the certificate of acceptance in the Office of the Secretary of State or at any later time specified in the certificate of limited partnership if, in either case, there has been substantial compliance with the requirements of this section.

Sec. 57. NRS 88.395 is hereby amended to read as follows:

88.395 1. A limited partnership shall, on or before the first day of the second month after the filing of its certificate of limited partnership with the Secretary of State, and annually thereafter on or before the last day of the month in which the anniversary date of the filing of its certificate of limited partnership occurs, file with the Secretary of State, on a form furnished by him, a list that contains:

(a) The name of the limited partnership;

(b) The file number of the limited partnership, if known;

(d) The mailing or street address, either residence or business, of each general partner;

(e) The name and street address of the lawfully designated resident agent of the limited partnership; and

(f) The signature of a general partner of the limited partnership certifying that the list is true, complete and accurate.

FLUSH

Each list filed pursuant to this subsection must be accompanied by a declaration under penalty of perjury that the limited partnership has complied with the provisions of chapter 364A of NRS.

2. [Upon] Except as otherwise provided in subsection 3, a limited partnership shall, upon filing:

(a) The initial list required by subsection 1, [the limited partnership shall] pay to the Secretary of State a fee of [$165.] $125.

(b) Each annual list required by subsection 1, [the limited partnership shall] pay to the Secretary of State a fee of [$85.] $125.

3. A registered limited-liability limited partnership shall, upon filing:

(a) The initial list required by subsection 1, pay to the Secretary of State a fee of $125.

(b) Each annual list required by subsection 1, pay to the Secretary of State a fee of $175.

4. If a general partner of a limited partnership resigns and the resignation is not made in conjunction with the filing of an annual or amended list of general partners, the limited partnership shall pay to the Secretary of State a fee of $75 to file the resignation of the general partner.

5. The Secretary of State shall, 60 days before the last day for filing each annual list required by subsection 1, cause to be mailed to each limited partnership required to comply with the provisions of this section which has not become delinquent a notice of the fee due pursuant to the provisions of subsection 2 or 3, as appropriate, and a reminder to file the annual list. Failure of any limited partnership to receive a notice or form does not excuse it from the penalty imposed by NRS 88.400.

[4.] 6. If the list to be filed pursuant to the provisions of subsection 1 is defective or the fee required by subsection 2 or 3 is not paid, the Secretary of State may return the list for correction or payment.

[5.] 7. An annual list for a limited partnership not in default that is received by the Secretary of State more than 60 days before its due date shall be deemed an amended list for the previous year and does not satisfy the requirements of subsection 1 for the year to which the due date is applicable.

[6.] 8. A filing made pursuant to this section does not satisfy the provisions of NRS 88.355 and may not be substituted for filings submitted pursuant to NRS 88.355.

Sec. 58. NRS 88.400 is hereby amended to read as follows:

88.400 1. If a limited partnership has filed the list in compliance with NRS 88.395 and has paid the appropriate fee for the filing, the cancelled check received by the limited partnership constitutes a certificate authorizing it to transact its business within this state until the anniversary date of the filing of its certificate of limited partnership in the next succeeding calendar year. If the limited partnership desires a formal certificate upon its payment of the annual fee, its payment must be accompanied by a self-addressed, stamped envelope.

2. Each limited partnership which refuses or neglects to file the list and pay the fee within the time provided is in default.

3. For default there must be added to the amount of the fee a penalty of [$50,] $75, and unless the filings are made and the fee and penalty are paid on or before the first day of the first anniversary of the month following the month in which filing was required, the defaulting limited partnership, by reason of its default, forfeits its right to transact any business within this state.

Sec. 59. NRS 88.410 is hereby amended to read as follows:

88.410 1. Except as otherwise provided in subsections 3 and 4, the Secretary of State [may:

(a) Reinstate] shall reinstate any limited partnership which has forfeited its right to transact business[; and

(b) Restore] under the provisions of this chapter and restore to the limited partnership its right to carry on business in this state, and to exercise its privileges and immunities[,

upon the filing] if it:

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

(1) The list required pursuant to NRS 88.395[, and upon payment] ; and

(2) A certificate of acceptance of appointment signed by the resident agent; and

(b) Pays to the Secretary of State [of the] :

(1) The filing fee and penalty set forth in NRS 88.395 and 88.400 for each year or portion thereof during which the certificate has been revoked[, and a] ; and

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

2. When payment is made and the Secretary of State reinstates the limited partnership to its former rights, he shall:

(a) Immediately issue and deliver to the limited partnership a certificate of reinstatement authorizing it to transact business as if the filing fee had been paid when due; and

(b) Upon demand, issue to the limited partnership one or more certified copies of the certificate of reinstatement.

3. The Secretary of State shall not order a reinstatement unless all delinquent fees and penalties have been paid, and the revocation occurred only by reason of failure to pay the fees and penalties.

4. If a limited partnership’s certificate has been revoked pursuant to the provisions of this chapter and has remained revoked for a period of 5 years, the certificate must not be reinstated.

Sec. 60. NRS 88.415 is hereby amended to read as follows:

88.415 The Secretary of State, for services relating to his official duties and the records of his office, shall charge and collect the following fees:

1. For filing a certificate of limited partnership, or for registering a foreign limited partnership, [$175.] $75.

2. For filing a certificate of registration of limited-liability limited partnership, or for registering a foreign registered limited-liability limited partnership, $100.

3. For filing a certificate of amendment of limited partnership or restated certificate of limited partnership, [$150.

3.] $175.

4. For filing a certificate of a change of location of the records office of a limited partnership or the office of its resident agent, or a designation of a new resident agent, [$30.

4.] $60.

5. For certifying a certificate of limited partnership, an amendment to the certificate, or a certificate as amended where a copy is provided, [$20] $30 per certification.

[5.] 6. For certifying an authorized printed copy of the limited partnership law, [$20.

6.] $30.

7. For reserving a limited partnership name, or for executing, filing or certifying any other document, [$20.

7.] $25.

8. For copies made at the Office of the Secretary of State, [$1] $2 per page.

[8.] 9. For filing a certificate of cancellation of a limited partnership, [$60.] $75.

FLUSH

Except as otherwise provided in this section, the fees set forth in NRS 78.785 apply to this chapter.

Sec. 61. NRS 88.535 is hereby amended to read as follows:

88.535 1. On application to a court of competent jurisdiction by any judgment creditor of a partner, the court may charge the partnership interest of the partner with payment of the unsatisfied amount of the judgment with interest. To the extent so charged, the judgment creditor has only the rights of an assignee of the partnership interest.

2. [The court may appoint a receiver of the share of the distributions due or to become due to the judgment debtor in respect of the partnership. The receiver has only the rights of an assignee. The court may make all other orders, directions, accounts and inquiries that the judgment debtor might have made or which the circumstances of the case may require.

3. A charging order constitutes a lien on the partnership interest of the judgment debtor. The court may order a foreclosure of the partnership interest subject to the charging order at any time. The purchaser at the foreclosure sale has only the rights of an assignee.

4. Unless otherwise provided in the articles of organization or operating agreement, at any time before foreclosure, a partnership interest charged may be redeemed:

(a) By the judgment debtor;

(b) With property other than property of the limited partnership, by one or more of the other partners; or

5.] This section [provides] :

(a) Provides the exclusive remedy by which a judgment creditor of a partner or an assignee of a partner may satisfy a judgment out of the partnership interest of the judgment debtor.

[6. No creditor of a partner has any right to obtain possession of, or otherwise exercise legal or equitable remedies with respect to, the property of the limited partnership.

7. This section does]

(b) Does not deprive any partner of the benefit of any exemption laws applicable to his partnership interest.

Sec. 62. NRS 88.585 is hereby amended to read as follows:

88.585 [A] Except as otherwise provided in section 50 of this act, a foreign limited partnership may register with the Secretary of State under any name, whether or not it is the name under which it is registered in its state of organization, that includes without abbreviation the words “limited partnership” and that could be registered by a domestic limited partnership.

Sec. 62.5. NRS 88A.530 is hereby amended to read as follows:

88A.530 1. A resident agent who desires to resign shall [file] :

(a) File with the Secretary of State a signed statement [for each business trust for which] in the manner provided pursuant to subsection 1 of NRS 78.097 that he is unwilling to continue to act [.] as the resident agent of the business trust for the service of process; and

(b) Pay to the Secretary of State the filing fee set forth in subsection 1 of NRS 78.097.

FLUSH

A resignation is not effective until the signed statement is [so filed.] filed with the Secretary of State.

2. The statement of resignation may contain a statement of the affected business trust appointing a successor resident agent. A certificate of acceptance executed by the new resident agent, stating the full name, complete street address and, if different from the street address, mailing address of the new resident agent, must accompany the statement appointing a successor resident agent.

3. Upon the filing of the statement of resignation with the Secretary of State, the capacity of the resigning person as resident agent terminates. If the statement of resignation contains no statement by the business trust appointing a successor resident agent, the resigning agent shall immediately give written notice, by mail, to the business trust of the filing of the statement of resignation and its effect. The notice must be addressed to a trustee of the business trust other than the resident agent.

4. If its resident agent dies, resigns or removes from the State, a business trust, within 30 days thereafter, shall file with the Secretary of State a certificate of acceptance executed by a new resident agent. The certificate must set forth the full name and complete street address of the new resident agent, and may contain a mailing address, such as a post office box, different from the street address.

5. A business trust that fails to file a certificate of acceptance executed by its new resident agent within 30 days after the death, resignation or removal of its former resident agent shall be deemed in default and is subject to the provisions of NRS 88A.630 to 88A.660, inclusive.

Sec. 63. NRS 88A.540 is hereby amended to read as follows:

88A.540 1. If a business trust formed pursuant to this chapter desires to change its resident agent, the change may be effected by filing with the Secretary of State a certificate of change [,] of resident agent, signed by at least one trustee of the business trust, setting forth:

(a) The name of the business trust;

(b) The name and street address of the present resident agent; and

2. A certificate of acceptance executed by the new resident agent must be a part of or attached to the certificate of change [.

3. The] of resident agent.

3. If the name of a resident agent is changed as a result of a merger, conversion, exchange, sale, reorganization or amendment, the resident agent shall:

(a) File with the Secretary of State a certificate of name change of resident agent that includes:

(1) The current name of the resident agent as filed with the Secretary of State;

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

(3) The name and file number of each artificial person formed, organized, registered or qualified pursuant to the provisions of this title that the resident agent represents; and

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

4. A change authorized by this section becomes effective upon the filing of the proper certificate of change.

Sec. 64. NRS 88A.600 is hereby amended to read as follows:

88A.600 1. A business trust formed pursuant to this chapter shall, on or before the first day of the second month after the filing of its certificate of trust with the Secretary of State, and annually thereafter on or before the last day of the month in which the anniversary date of the filing of its certificate of trust with the Secretary of State occurs, file with the Secretary of State, on a form furnished by him, a list signed by at least one trustee that contains the name and mailing address of its lawfully designated resident agent and at least one trustee. Each list filed pursuant to this subsection must be accompanied by a declaration under penalty of perjury that the business trust has complied with the provisions of chapter 364A of NRS.

2. Upon filing:

(a) The initial list required by subsection 1, the business trust shall pay to the Secretary of State a fee of [$165.] $125.

(b) Each annual list required by subsection 1, the business trust shall pay to the Secretary of State a fee of [$85.] $125.

3. If a trustee of a business trust resigns and the resignation is not made in conjunction with the filing of an annual or amended list of trustees, the business trust shall pay to the Secretary of State a fee of $75 to file the resignation of the trustee.

4. The Secretary of State shall, 60 days before the last day for filing each annual list required by subsection 1, cause to be mailed to each business trust which is required to comply with the provisions of NRS 88A.600 to 88A.660, inclusive, and which has not become delinquent, the blank forms to be completed and filed with him. Failure of a business trust to receive the forms does not excuse it from the penalty imposed by law.

[4.] 5. An annual list for a business trust not in default which is received by the Secretary of State more than 60 days before its due date shall be deemed an amended list for the previous year.

Sec. 65. NRS 88A.630 is hereby amended to read as follows:

88A.630 1. Each business trust required to file the list and pay the fee prescribed in NRS 88A.600 to 88A.660, inclusive, which refuses or neglects to do so within the time provided shall be deemed in default.

2. For default, there must be added to the amount of the fee a penalty of [$50.] $75. The fee and penalty must be collected as provided in this chapter.

Sec. 66. NRS 88A.650 is hereby amended to read as follows:

88A.650 1. Except as otherwise provided in subsection 3, the Secretary of State shall reinstate a business trust which has forfeited its right to transact business pursuant to the provisions of this chapter and restore to the business trust its right to carry on business in this state, and to exercise its privileges and immunities, if it:

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

(1) The list required by NRS 88A.600; and

(2) A certificate of acceptance of appointment signed by its resident agent; and

(b) Pays to the Secretary of State:

(1) The filing fee and penalty set forth in NRS 88A.600 and 88A.630 for each year or portion thereof during which its certificate of trust was revoked; and

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

2. When the Secretary of State reinstates the business trust, he shall:

(a) Immediately issue and deliver to the business trust a certificate of reinstatement authorizing it to transact business as if the filing fee had been paid when due; and

(b) Upon demand, issue to the business trust one or more certified copies of the certificate of reinstatement.

3. The Secretary of State shall not order a reinstatement unless all delinquent fees and penalties have been paid, and the revocation of the certificate of trust occurred only by reason of the failure to file the list or pay the fees and penalties.

Sec. 67. NRS 88A.900 is hereby amended to read as follows:

88A.900 The Secretary of State shall charge and collect the following fees for:

1. Filing an original certificate of trust, or for registering a foreign business trust, [$175.] $75.

2. Filing an amendment or restatement, or a combination thereof, to a certificate of trust, [$150.] $175.

3. Filing a certificate of cancellation, [$175.] $75.

4. Certifying a copy of a certificate of trust or an amendment or restatement, or a combination thereof, [$20] $30 per certification.

5. Certifying an authorized printed copy of this chapter, [$20.] $30.

6. Reserving a name for a business trust, [$20.] $25.

7. Executing a certificate of existence of a business trust which does not list the previous documents relating to it, or a certificate of change in the name of a business trust, [$40.] $50.

8. Executing a certificate of existence of a business trust which lists the previous documents relating to it, [$40.

9. Filing a statement of change of address of the registered office for each business trust, $30.

10.] $50.

9. Filing a statement of change of the [registered agent, $30.

11.] resident agent, $60.

10. Executing, certifying or filing any certificate or document not otherwise provided for in this section, [$40.

12.] $50.

11. Examining and provisionally approving a document before the document is presented for filing, [$100.

13.] $125.

12. Copying a document on file with him, for each page, [$1.] $2.

Sec. 68. NRS 88A.930 is hereby amended to read as follows:

88A.930 1. A business trust may correct a document filed by the Secretary of State with respect to the business trust if the document contains an inaccurate record of a trust action described in the document or was defectively executed, attested, sealed, verified or acknowledged.

2. To correct a document, the business trust must:

(a) Prepare a certificate of correction that:

(1) States the name of the business trust;

(2) Describes the document, including, without limitation, its filing date;

(3) Specifies the inaccuracy or defect;

(4) Sets forth the inaccurate or defective portion of the document in an accurate or corrected form; and

(5) Is signed by a trustee of the business trust.

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

Sec. 69. NRS 89.210 is hereby amended to read as follows:

89.210 1. Within 30 days after the organization of a professional association under this chapter, the association shall file with the Secretary of State a copy of the articles of association, duly executed, and shall pay at that time a filing fee of [$175.Any such association formed as a common-law association before July 1, 1969, shall file, within 30 days after July 1, 1969, a certified copy of its articles of association, with any amendments thereto, with the Secretary of State, and shall pay at that time a filing fee of $25.] $75. A copy of any amendments to the articles of association [adopted after July 1, 1969,] must also be filed with the Secretary of State within 30 days after the adoption of such amendments. Each copy of amendments so filed must be certified as true and correct and be accompanied by a filing fee of [$150.] $175.

2. The name of such a professional association must contain the words “Professional Association,” “Professional Organization” or the abbreviations “Prof. Ass’n” or “Prof. Org.” The association may render professional services and exercise its authorized powers under a fictitious name if the association has first registered the name in the manner required under chapter 602 of NRS.

Sec. 70. NRS 89.250 is hereby amended to read as follows:

89.250 1. Except as otherwise provided in subsection 2, a professional association shall, on or before the first day of the second month after the filing of its articles of association with the Secretary of State, and annually thereafter on or before the last day of the month in which the anniversary date of its organization occurs in each year, furnish a statement to the Secretary of State showing the names and residence addresses of all members and employees in the association and certifying that all members and employees are licensed to render professional service in this state.

2. A professional association organized and practicing pursuant to the provisions of this chapter and NRS 623.349 shall, on or before the first day of the second month after the filing of its articles of association with the Secretary of State, and annually thereafter on or before the last day of the month in which the anniversary date of its organization occurs in each year, furnish a statement to the Secretary of State:

(a) Showing the names and residence addresses of all members and employees of the association who are licensed or otherwise authorized by law to render professional service in this state;

(b) Certifying that all members and employees who render professional service are licensed or otherwise authorized by law to render professional service in this state; and

(c) Certifying that all members who are not licensed to render professional service in this state do not render professional service on behalf of the association except as authorized by law.

3. Each statement filed pursuant to this section must be:

(a) Made on a form prescribed by the Secretary of State and must not contain any fiscal or other information except that expressly called for by this section.

(b) Signed by the chief executive officer of the association.

(c) Accompanied by a declaration under penalty of perjury that the professional association has complied with the provisions of chapter 364A of NRS.

4. Upon filing:

(a) The initial statement required by this section, the association shall pay to the Secretary of State a fee of [$165.] $125.

(b) Each annual statement required by this section, the association shall pay to the Secretary of State a fee of [$85.] $125.

5. As used in this section, “signed” means to have executed or adopted a name, word or mark, including, without limitation, an electronic signature as defined in NRS 719.100, with the present intention to authenticate a document.

Sec. 71. NRS 89.252 is hereby amended to read as follows:

89.252 1. Each professional association that is required to make a filing and pay the fee prescribed in NRS 89.250 but refuses to do so within the time provided is in default.

2. For default, there must be added to the amount of the fee a penalty of [$50.] $75. The fee and penalty must be collected as provided in this chapter.

Sec. 72. NRS 89.256 is hereby amended to read as follows:

89.256 1. Except as otherwise provided in subsections 3 and 4, the Secretary of State shall reinstate any professional association which has forfeited its right to transact business under the provisions of this chapter and restore the right to carry on business in this state and exercise its privileges and immunities if it:

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

(1) The statement and certification required by NRS 89.250; and

(2) A certificate of acceptance of appointment signed by its resident agent; and

(b) Pays to the Secretary of State:

(1) The filing fee and penalty set forth in NRS 89.250 and 89.252 for each year or portion thereof during which the articles of association have been revoked; and

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

2. When the Secretary of State reinstates the association to its former rights, he shall:

(a) Immediately issue and deliver to the association a certificate of reinstatement authorizing it to transact business, as if the fees had been paid when due; and

(b) Upon demand, issue to the association a certified copy of the certificate of reinstatement.

3. The Secretary of State shall not order a reinstatement unless all delinquent fees and penalties have been paid, and the revocation of the [association’s] articles of association occurred only by reason of [its] the failure to pay the fees and penalties.

4. If the articles of association of a professional association have been revoked pursuant to the provisions of this chapter and have remained revoked for 10 consecutive years, the articles must not be reinstated.”.

Amend the bill as a whole by renumbering sec. 4 as sec. 79.5 and adding new sections designated sections 73 through 79, following sec. 3, to read as follows:

“Sec. 73. NRS 92A.190 is hereby amended to read as follows:

92A.190 1. One or more foreign entities may merge or enter into an exchange of owner’s interests with one or more domestic entities if:

(a) In a merger, the merger is permitted by the law of the jurisdiction under whose law each foreign entity is organized and governed and each foreign entity complies with that law in effecting the merger;

(b) In an exchange, the entity whose owner’s interests will be acquired is a domestic entity, whether or not an exchange of owner’s interests is permitted by the law of the jurisdiction under whose law the acquiring entity is organized;

(c) The foreign entity complies with NRS 92A.200 to 92A.240, inclusive, if it is the surviving entity in the merger or acquiring entity in the exchange and sets forth in the articles of merger or exchange its address where copies of process may be sent by the Secretary of State; and

(d) Each domestic entity complies with the applicable provisions of NRS 92A.100 to 92A.180, inclusive, and, if it is the surviving entity in the merger or acquiring entity in the exchange, with NRS 92A.200 to 92A.240, inclusive.

2. When the merger or exchange takes effect, the surviving foreign entity in a merger and the acquiring foreign entity in an exchange shall be deemed:

(a) To appoint the Secretary of State as its agent for service of process in a proceeding to enforce any obligation or the rights of dissenting owners of each domestic entity that was a party to the merger or exchange. Service of such process must be made by personally delivering to and leaving with the Secretary of State duplicate copies of the process and the payment of a fee of [$50] $100 for accepting and transmitting the process. The Secretary of State shall forthwith send by registered or certified mail one of the copies to the surviving or acquiring entity at its specified address, unless the surviving or acquiring entity has designated in writing to the Secretary of State a different address for that purpose, in which case it must be mailed to the last address so designated.

(b) To agree that it will promptly pay to the dissenting owners of each domestic entity that is a party to the merger or exchange the amount, if any, to which they are entitled under or created pursuant to NRS 92A.300 to 92A.500, inclusive.

3. This section does not limit the power of a foreign entity to acquire all or part of the owner’s interests of one or more classes or series of a domestic entity through a voluntary exchange or otherwise.

Sec. 74. NRS 92A.195 is hereby amended to read as follows:

92A.195 1. One foreign entity or foreign general partnership may convert into one domestic entity if:

(a) The conversion is permitted by the law of the jurisdiction governing the foreign entity or foreign general partnership and the foreign entity or foreign general partnership complies with that law in effecting the conversion;

(b) The foreign entity or foreign general partnership complies with the applicable provisions of NRS 92A.205 and, if it is the resulting entity in the conversion, with NRS 92A.210 to 92A.240, inclusive; and

(c) The domestic entity complies with the applicable provisions of NRS 92A.105, 92A.120, 92A.135, 92A.140 and 92A.165 and, if it is the resulting entity in the conversion, with NRS 92A.205 to 92A.240, inclusive.

2. When the conversion takes effect, the resulting foreign entity in a conversion shall be deemed to have appointed the Secretary of State as its agent for service of process in a proceeding to enforce any obligation. Service of process must be made personally by delivering to and leaving with the Secretary of State duplicate copies of the process and the payment of a fee of [$25] $100 for accepting and transmitting the process. The Secretary of State shall send one of the copies of the process by registered or certified mail to the resulting entity at its specified address, unless the resulting entity has designated in writing to the Secretary of State a different address for that purpose, in which case it must be mailed to the last address so designated.

Sec. 75. NRS 92A.210 is hereby amended to read as follows:

92A.210 1. Except as otherwise provided in this section, the fee for filing articles of merger, articles of conversion, articles of exchange, articles of domestication or articles of termination is [$325.] $350. The fee for filing the constituent documents of a domestic resulting entity is the fee for filing the constituent documents determined by the chapter of NRS governing the particular domestic resulting entity.

2. The fee for filing articles of merger of two or more domestic corporations is the difference between the fee computed at the rates specified in NRS 78.760 upon the aggregate authorized stock of the corporation created by the merger and the fee computed upon the aggregate amount of the total authorized stock of the constituent corporation.

3. The fee for filing articles of merger of one or more domestic corporations with one or more foreign corporations is the difference between the fee computed at the rates specified in NRS 78.760 upon the aggregate authorized stock of the corporation created by the merger and the fee computed upon the aggregate amount of the total authorized stock of the constituent corporations which have paid the fees required by NRS 78.760 and 80.050.

4. The fee for filing articles of merger of two or more domestic or foreign corporations must not be less than [$325.] $350. The amount paid pursuant to subsection 3 must not exceed [$25,000.] $35,000.

Sec. 76. NRS 14.020 is hereby amended to read as follows:

14.020 1. Every corporation, limited-liability company, limited-liability partnership, limited partnership, limited-liability limited partnership, business trust and municipal corporation created and existing under the laws of any other state, territory, or foreign government, or the Government of the United States, doing business in this state shall appoint and keep in this state a resident agent who resides or is located in this state, upon whom all legal process and any demand or notice authorized by law to be served upon it may be served in the manner provided in subsection 2. The corporation, limited-liability company, limited-liability partnership, limited partnership, limited-liability limited partnership, business trust or municipal corporation shall file with the Secretary of State a certificate of acceptance of appointment signed by its resident agent. The certificate must set forth the full name and address of the resident agent. [The] A certificate of change of resident agent must be [renewed] filed in the manner provided in title 7 of NRS [whenever a change is made in the appointment or a vacancy occurs in the agency.] if the corporation, limited-liability company, limited-liability partnership, limited partnership, limited-liability limited partnership, business trust or municipal corporation desires to change its resident agent. A certificate of name change of resident agent must be filed in the manner provided in title 7 of NRS if the name of a resident is changed as a result of a merger, conversion, exchange, sale, reorganization or amendment.

2. All legal process and any demand or notice authorized by law to be served upon the foreign corporation, limited-liability company, limited-liability partnership, limited partnership, limited-liability limited partnership, business trust or municipal corporation may be served upon the resident agent personally or by leaving a true copy thereof with a person of suitable age and discretion at the address shown on the current certificate of acceptance filed with the Secretary of State.

3. Subsection 2 provides an additional mode and manner of serving process, demand or notice and does not affect the validity of any other service authorized by law.

Sec. 77. NRS 104.9525 is hereby amended to read as follows:

104.9525 1. Except as otherwise provided in subsection 5, the fee for filing and indexing a record under this part, other than an initial financing statement of the kind described in subsection 2 of NRS 104.9502, is:

(a) [Twenty] Forty dollars if the record is communicated in writing and consists of one or two pages;

(b) [Forty] Sixty dollars if the record is communicated in writing and consists of more than two pages, and [$1] $2 for each page over 20 pages;

(d) [One dollar] Two dollars for each additional debtor, trade name or reference to another name under which business is done.

2. The filing officer may charge and collect [$1] $2 for each page of copy or record of filings produced by him at the request of any person.

3. Except as otherwise provided in subsection 5, the fee for filing and indexing an initial financing statement of the kind described in subsection 3 of NRS 104.9502 is:

(a) [Forty] Sixty dollars if the financing statement indicates that it is filed in connection with a public-finance transaction; and

(b) [Twenty] Forty dollars if the financing statement indicates that it is filed in connection with a manufactured-home transaction.

4. The fee for responding to a request for information from the filing office, including for issuing a certificate showing whether there is on file any financing statement naming a particular debtor, is:

(a) [Twenty] Forty dollars if the request is communicated in writing; and

(b) [Fifteen] Twenty dollars if the request is communicated by another medium authorized by filing-office rule.

5. This section does not require a fee with respect to a mortgage that is effective as a financing statement filed as a fixture filing or as a financing statement covering as-extracted collateral or timber to be cut under subsection 3 of NRS 104.9502. However, the fees for recording and satisfaction which otherwise would be applicable to the mortgage apply.

Sec. 78. NRS 105.070 is hereby amended to read as follows:

105.070 1. The Secretary of State or county recorder shall mark any security instrument and any statement of change, merger or consolidation presented for filing with the day and hour of filing and the file number assigned to it. This mark is, in the absence of other evidence, conclusive proof of the time and fact of presentation for filing.

2. The Secretary of State or county recorder shall retain and file all security instruments and statements of change, merger or consolidation presented for filing.

3. The uniform fee for filing and indexing a security instrument, or a supplement or amendment thereto, and a statement of change, merger or consolidation, and for stamping a copy of those documents furnished by the secured party or the public utility, to show the date and place of filing is [$15] $40 if the document is in the standard form prescribed by the Secretary of State and otherwise is [$20, plus $1] $50, plus $2 for each additional debtor or trade name.

Sec. 79. NRS 105.080 is hereby amended to read as follows:

105.080 Upon the request of any person, the Secretary of State shall issue his certificate showing whether there is on file on the date and hour stated therein, any presently effective security instrument naming a particular public utility, and if there is, giving the date and hour of filing of the instrument and the names and addresses of each secured party. The uniform fee for such a certificate is [$15] $40 if the request for the certificate is in the standard form prescribed by the Secretary of State and otherwise is [$20.] $50. Upon request the Secretary of State or a county recorder shall furnish a copy of any filed security instrument upon payment of the statutory fee for copies.”.

Amend the bill as a whole by renumbering sec. 5 as sec. 82.5 and adding new sections designated sections 80 through 82, following sec. 4, to read as follows:

“Sec. 80. NRS 225.140 is hereby amended to read as follows:

225.140 1. Except as otherwise provided in subsection 2, in addition to other fees authorized by law, the Secretary of State shall charge and collect the following fees:

[For a copy of any law, joint resolution, transcript of record, or other paper on file or of record in his office, other than a document required to be filed pursuant to title 24 of NRS, per page$1.00

For a copy of any document required to be filed pursuant to title 24 of NRS, per page.......... .50]

For certifying to [any such] a copy of any law, joint resolution, transcript of record or other paper on file or of record with the Secretary of State, including, but not limited to, a document required to be filed pursuant to title 24 of NRS, and use of the State Seal, for each impression[10.00] $20

For each passport or other document signed by the Governor and attested by the Secretary of State[10.00] 10

[For a negotiable instrument returned unpaid..................................................................... 10.00]

2. The Secretary of State:

(a) Shall charge a reasonable fee for searching records and documents kept in his office.

(b) May charge or collect any filing or other fees for services rendered by him to the State of Nevada, any local governmental agency or agency of the Federal Government, or any officer thereof in his official capacity or respecting his office or official duties.

(1) Attesting extradition papers or executive warrants for other states.

(2) Any commission or appointment issued or made by the Governor, either for the use of the State Seal or otherwise.

(d) May charge a reasonable fee, not to exceed:

(1) Five hundred dollars, for providing service within 2 hours after the time the service is requested; and

(2) One hundred twenty-five dollars, for providing any other special service, including, but not limited to, providing service more than 2 hours but within 24 hours after the time the service is requested, accepting documents filed by facsimile machine and other use of new technology.

(e) Shall charge a fee, not to exceed the actual cost to the Secretary of State, for providing:

(1) A copy of any record kept in his office that is stored on a computer or on microfilm if the copy is provided on a tape, disc or other medium used for the storage of information by a computer or on duplicate film.

(2) Access to his computer database on which records are stored.

3. From each fee collected pursuant to paragraph (d) of subsection 2:

(a) The entire amount or [$50,] $62.50, whichever is less, of the fee collected pursuant to subparagraph (1) of that paragraph and half of the fee collected pursuant to subparagraph (2) of that paragraph must be deposited with the State Treasurer for credit to the Account for Special Services of the Secretary of State in the State General Fund. Any amount remaining in the Account at the end of a fiscal year in excess of $2,000,000 must be transferred to the State General Fund. Money in the Account may be transferred to the Secretary of State’s operating general fund budget account and must only be used to create and maintain the capability of the Office of the Secretary of State to provide special services, including, but not limited to, providing service:

(1) On the day it is requested or within 24 hours; or

(2) Necessary to increase or maintain the efficiency of the Office.

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Any transfer of money from the Account for expenditure by the Secretary of State must be approved by the Interim Finance Committee.

(b) After deducting the amount required pursuant to paragraph (a), the remainder must be deposited with the State Treasurer for credit to the State General Fund.

Sec. 81. Chapter 364A of NRS is hereby amended by adding thereto a new section to read as follows:

1. If the Department has reasonable cause to believe that any person has failed to comply with the provisions of NRS 364A.130, the Department may issue an order directed to the person to show cause why the Department should not order the person to cease and desist from conducting a business in this state. The order must contain a statement of the charges and a notice of a hearing to be held thereon. The order must be served upon the person directly or by certified or registered mail, return receipt requested.

2. If, after conducting a hearing pursuant to the provisions of subsection 1, the Department determines that the person has failed to comply with the provisions of NRS 364A.130 or if the person fails to appear for the hearing after being properly served with the statement of charges and notice of hearing, the Department may make a written report of his findings of fact concerning the violation and cause to be served a copy thereof upon the person at the hearing. If the Department determines in the report that such failure has occurred, the Department may order the violator to:

(a) Cease and desist from conducting a business in this state; and

(b) Pay the costs of reporting services, fees for experts and other witnesses, charges for the rental of a hearing room if such a room is not available to the Department free of charge, charges for providing an independent hearing officer, if any, and charges incurred for any service of process, if the violator is adjudicated to have failed to comply with the provisions of NRS 364A.130.

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The order must be served upon the person directly or by certified or registered mail, return receipt requested. The order becomes effective upon service in the manner provided in this subsection.

3. Any person whose pecuniary interests are directly and immediately affected by an order issued pursuant to subsection 2 or who is aggrieved by the order may petition for judicial review in the manner provided in chapter 233B of NRS. Such a petition must be filed within 30 days after the service of the order. The order becomes final upon the filing of the petition.

4. If a person fails to comply with any provision of an order issued pursuant to subsection 2, the Department may, through the Attorney General, at any time after 30 days after the service of the order, cause an action to be instituted in the district court of the county wherein the person resides or has his principal place of business requesting the court to enforce the provisions of the order or to provide any other appropriate injunctive relief.

5. If the court finds that:

(a) There has been a failure to comply with the provisions of NRS 364A.130;

(b) The proceedings by the Department concerning the written report and any order issued pursuant to subsection 3 are in the interest of the public; and

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the court shall issue an order enforcing the provisions of the order of the Department.

6. An order issued pursuant to subsection 5 may include:

(a) A provision requiring the payment to the Department of a penalty of not more than $5,000 for each act amounting to a failure to comply with the Department’s order; or

(b) Such injunctive or other equitable or extraordinary relief as is determined appropriate by the court.

7. Any aggrieved party may appeal from the final judgment, order or decree of the court in a like manner as provided for appeals in civil cases.

Sec. 82. NRS 364A.130 is hereby amended to read as follows:

364A.130 1. Except as otherwise provided in subsection [6,] 8, a person shall not conduct a business in this state unless he has a business license issued by the Department.

2. The application for a business license must:

(a) Be made upon a form prescribed by the Department;

(b) Set forth the name under which the applicant transacts or intends to transact business and the location of his place or places of business;

(d) Be accompanied by a fee of [$25;] $50; and

(e) Include any other information that the Department deems necessary.

3. The application must be signed by:

(a) The owner, if the business is owned by a natural person;

(b) A member or partner, if the business is owned by an association or partnership; or

(c) An officer or some other person specifically authorized to sign the application, if the business is owned by a corporation.

4. If the application is signed pursuant to paragraph (c) of subsection 3, written evidence of the signer’s authority must be attached to the application.

5. A person who has been issued a business license by the Department shall submit a fee of $50 to the Department on or before the last day of the month in which the anniversary date of issuance of the business license occurs in each year, unless the person submits a written statement to the Department, at least 10 days before the anniversary date, indicating that the person will not be conducting business in this state after the anniversary date. A person who fails to submit the annual fee required pursuant to this subsection in a timely manner shall pay a penalty in the amount of $75 in addition to the annual fee.

6. The business license required to be obtained pursuant to this section is in addition to any license to conduct business that must be obtained from the local jurisdiction in which the business is being conducted.

7. For the purposes of this chapter, a person shall be deemed to conduct a business in this state if a business for which the person is responsible:

(a) Is incorporated pursuant to chapter 78 or 78A of NRS;

(b) Has an office or other base of operations in this state; or

(c) Pays wages or other remuneration to a natural person who performs in this state any of the duties for which he is paid.

[6.] 8. A person who takes part in a trade show or convention held in this state for a purpose related to the conduct of a business is not required to obtain a business license specifically for that event.”.

Amend sec. 5, page 3, line 32, by deleting “must” and inserting:

“must, if the stock of the nonrestricted licensee is publicly traded,”.

Amend the bill as a whole by renumbering sections 6 and 7 as sections 84.3 and 84.7 and adding new sections designated sections 83 and 84, following sec. 5, to read as follows:

“Sec. 83. NRS 364A.160 is hereby repealed.

Sec. 84. The Secretary of State is hereby authorized, without obtaining further approval, to hire such additional personnel as are necessary to carry out the provisions of this act.”.

Amend sec. 6, page 3, line 40, by deleting “3” and inserting “72.7”.

Amend sec. 7, page 4, line 1, by deleting “4” and inserting “79.5”.

Amend the bill as a whole by adding a new section designated sec. 85 and the text of the repealed section, following sec. 7, to read as follows:

“Sec. 85. 1. This section and sections 1, 2, 5 to 15, inclusive, 17 to 19.5, inclusive, 21 to 24, inclusive, 25, 27 to 35, inclusive, 37 to 52, inclusive, 54 to 62, inclusive, 64 to 75, inclusive, and 77 to 84.7, inclusive, of this act become effective on October 1, 2003.

2. Sections 3, 16, 20, 24.5, 26.5, 36.5, 53.5 and 62.5 of this act become effective:

(a) Except as otherwise provided in paragraph (b) or paragraph (b) of subsection 3, on October 1, 2003.

(b) On January 1, 2004, for the purpose of requiring a resident agent who desires to resign to file a statement of resignation for each artificial person formed, organized, registered or qualified pursuant to the provisions of title 7 of NRS for which the resident agent is unwilling to continue to act as the resident agent for the service of process.

3. Sections 4, 16, 26, 36, 53, 63 and 76 of this act become effective:

(a) Except as otherwise provided in paragraph (b) or paragraph (b) of subsection 2, on October 1, 2003.

(b) On January 1, 2004, for the purpose of requiring a resident agent to file a certificate of name change of resident agent if the name of the resident agent is changed as a result of a merger, conversion, exchange, sale, reorganization or amendment.

TEXT OF REPEALED SECTION

364A.160 Exemption for natural person with no employees during calendar quarter. A natural person who does not employ any employees during a calendar quarter is exempt from the provisions of this chapter for that calendar quarter.”.

Amend the title of the bill to read as follows:

“AN ACT relating to business; requiring a defaulting business entity that wants to reinstate its right to transact business in this state to file with the Secretary of State a certificate of acceptance of appointment signed by its resident agent; changing the exclusive remedy by which a judgment creditor of a member of a limited-liability company or a limited partnership may satisfy a judgment; allowing a limited partnership to register as a limited-liability limited partnership; increasing certain fees and establishing new fees; requiring a resident agent to file with the Secretary of State a certificate of name change of resident agent under certain circumstances; providing a penalty for a person who willfully offers into evidence as genuine certain fraudulent records or who willfully destroys or alters certain records under certain circumstances; increasing the penalty for certain securities violations; extending the civil and criminal statutes of limitations for certain securities violations; providing for the issuance of an order to cease and desist for failure to comply with certain provisions pertaining to business licenses; excluding the performance of certain internal audits pertaining to gaming licensees by certain independent accountants; repealing the exemption from business tax provisions for a natural person who does not employ employees during a calendar quarter; authorizing the Secretary of State to hire additional personnel; making various other changes to provisions pertaining to business entities; and providing other matters properly relating thereto.”.

Amend the summary of the bill to read as follows:

“SUMMARY—Makes various changes to provisions pertaining to business. (BDR 7‑383)”.