Adoption of this amendment will MAINTAIN a 2/3s majority vote requirement for final passage of AB536 (§§ 16.5, 22, 33, 37, 38, 41, 43, 52, 56, 59, 61, 74, 77, 79, 89, 92, 94, 107, 110, 112).
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 section 1, page 1, by deleting lines 9 through 15 and inserting:
“3. If the provisions of the form prescribed by the Secretary of State conflict with the provisions of any document that is filed with the form:
(a) The Secretary of State may determine whether to file or reject the document based on the information on the prescribed form; and
(b) Unless otherwise provided in the document, the provisions of the document control in any other situation.”.
Amend sec. 5, page 3, by deleting line 22 and inserting:
“bank , [or] savings and loan association[;] or thrift company; and”.
Amend sec. 6, page 5, line 9, by deleting “street” and inserting “[street]”.
Amend sec. 9, page 6, by deleting lines 38 through 43 and inserting:
“2. Upon notification from the Administrator of the Real Estate Division of the Department of Business and Industry that a corporation which is a unit-owners’ association as defined in NRS 116.110315 has failed to register pursuant to NRS 116.31158 or failed to pay the fees pursuant to NRS 116.31155, the Secretary of State shall deem the corporation to be in default. If, after the corporation is deemed to be in default, the Administrator notifies the Secretary of State that the corporation has registered”.
Amend sec. 10, page 7, by deleting lines 15 through 20 and inserting:
“2. On the first day of the first anniversary of the month following the month in which the filing was required, the charter of the corporation is revoked and its right to transact business is forfeited.
3. The Secretary of State”.
Amend sec. 10, page 7, line 24, by deleting “3.” and inserting “4.”.
Amend sec. 10, page 7, line 26, by deleting “2” and inserting “3”.
Amend sec. 10, page 7, line 32, by deleting “4.” and inserting “[4.] 5.”.
Amend sec. 10, page 7, line 42, by deleting “5.” and inserting “[5.] 6.”.
Amend sec. 11, page 8, by deleting lines 16 through 18 and inserting:
“each required annual list in a timely manner; and
(2) A fee of $200 for reinstatement.”.
Amend sec. 11, page 8, by deleting line 25 and inserting:
“certified copies of the] a certificate of reinstatement[.] if the corporation:
(a) Requests a certificate of reinstatement; and
(b) Pays the required fees pursuant to subsection 8 of NRS 78.785.”.
Amend the bill as a whole by adding a new section designated sec. 11.5, following sec. 11, to read as follows:
“Sec. 11.5. NRS 78.185 is hereby amended to read as follows:
78.185 1. Except as otherwise provided in subsection 2, if a corporation applies to reinstate or revive its charter but its name has been legally reserved or acquired by another artificial person formed, organized, registered or qualified pursuant to the provisions of this title whose name is on file with the Office of the Secretary of State or reserved in the Office of the Secretary of State pursuant to the provisions of this title, the corporation shall in its application for reinstatement submit in writing to the Secretary of State some other name under which it desires its corporate existence to be reinstated or revived. If that name is distinguishable from all other names reserved or otherwise on file, the Secretary of State shall [issue to the applying corporation a certificate of reinstatement or revival] reinstate the corporation under that new name.
2. If the applying corporation submits the written, acknowledged consent of the artificial person having a name, or the person who has reserved a name, which is not distinguishable from the old name of the applying corporation or a new name it has submitted, it may be reinstated or revived under that name.
3. 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.
4. The Secretary of State may adopt regulations that interpret the requirements of this section.”.
Amend sec. 12, page 8, by deleting lines 41 through 45 and inserting:
“and 78.390, as applicable . [, and must be accompanied by:
(a) A resolution; or
(b) A form prescribed by the Secretary of State,
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setting forth
which provisions of the articles of incorporation on file with the Secretary of
State are being altered or amended.]”.
Amend the bill as a whole by adding a new section designated sec. 16.5, following sec. 16, to read as follows:
“Sec. 16.5. 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 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 be accompanied by a fee of $250 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. The Secretary of State may amend any information provided in the list if a person who is included in the list:
(a) Requests the amendment; and
(b) Pays a fee of $50.
4. The Secretary of State may adopt regulations regarding the content, maintenance and presentation of the list.”.
Amend sec. 17, page 12, by deleting lines 22 through 28 and inserting:
“3. If the provisions of the form prescribed by the Secretary of State conflict with the provisions of any document that is filed with the form:
(a) The Secretary of State may determine whether to file or reject the document based on the information on the prescribed form; and
(b) Unless otherwise provided in the document, the provisions of the document control in any other situation.”.
Amend sec. 19, pages 12 and 13, by deleting lines 40 through 45 on page 12 and line 1 on page 13 and inserting:
“3. If the provisions of the form prescribed by the Secretary of State conflict with the provisions of any document that is filed with the form:
(a) The Secretary of State may determine whether to file or reject the document based on the information on the prescribed form; and
(b) Unless otherwise provided in the document, the provisions of the document control in any other situation.”.
Amend sec. 20, page 13, by deleting lines 16 and 17 and inserting:
“the Secretary of State shall reinstate the foreign corporation under that new name.”.
Amend sec. 30, page 19, by deleting lines 6 through 16 and inserting:
“business was forfeited; and
(2) A fee of $200 for reinstatement.
2. [If payment is made and] When 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] a certificate of reinstatement [.] if the corporation:
(a) Requests a certificate of reinstatement; and
(b) Pays the required fees pursuant to subsection 8 of NRS 78.785.”.
Amend sec. 32, page 19, by deleting lines 33 through 39 and inserting:
“3. If the provisions of the form prescribed by the Secretary of State conflict with the provisions of any document that is filed with the form:
(a) The Secretary of State may determine whether to file or reject the document based on the information on the prescribed form; and
(b) Unless otherwise provided in the document, the provisions of the document control in any other situation.”.
Amend sec. 36, page 21, by deleting lines 16 through 22 and inserting:
“3. If the provisions of the form prescribed by the Secretary of State conflict with the provisions of any document that is filed with the form:
(a) The Secretary of State may determine whether to file or reject the document based on the information on the prescribed form; and
(b) Unless otherwise provided in the document, the provisions of the document control in any other situation.”.
Amend sec. 38, page 22, lines 18 and 19 by deleting “officer and”.
Amend sec. 38, page 22, line 20 by deleting “street”.
Amend sec. 43, page 24, by deleting lines 23 through 28 and inserting:
“business was forfeited; and
(2) A fee of $25 for reinstatement.
2. When the Secretary of State reinstates the foreign nonprofit corporation, he shall issue to the foreign nonprofit corporation a certificate of reinstatement if the foreign nonprofit corporation:
(a) Requests a certificate of reinstatement; and
(b) Pays the fees as provided in subsection 8 of NRS 78.785.”.
Amend sec. 44, page 25, by deleting lines 4 and 5 and inserting:
“the Secretary of State shall reinstate the foreign nonprofit corporation under that new name.”.
Amend sec. 46, page 26, by deleting lines 13 through 18 and inserting:
“2. Upon notification from the Administrator of the Real Estate Division of the Department of Business and Industry that a corporation which is a unit-owners’ association as defined in NRS 116.110315 has failed to register pursuant to NRS 116.31158 or failed to pay the fees pursuant to NRS 116.31155, the Secretary of State shall deem the corporation to be in default. If, after the corporation is deemed to be in default, the Administrator notifies the Secretary of State that the corporation has”.
Amend sec. 51 page 28, by deleting lines 30 through 36 and inserting:
“3. If the provisions of the form prescribed by the Secretary of State conflict with the provisions of any document that is filed with the form:
(a) The Secretary of State may determine whether to file or reject the document based on the information on the prescribed form; and
(b) Unless otherwise provided in the document, the provisions of the document control in any other situation.”.
Amend sec. 53, page 29, by deleting lines 32 through 36 and inserting:
“2. On the first day of the [ninth] first anniversary of the month following the month in which the filing was required, the charter of the corporation sole is revoked and its right to transact business is forfeited.
3. The Secretary of State”.
Amend sec. 53, page 29, line 40, by deleting “3.” and inserting “4.”.
Amend sec. 53, page 29, line 42, by deleting “2” and inserting “3”.
Amend sec. 55 page 30, by deleting lines 12 through 18 and inserting:
“3. If the provisions of the form prescribed by the Secretary of State conflict with the provisions of any document that is filed with the form:
(a) The Secretary of State may determine whether to file or reject the document based on the information on the prescribed form; and
(b) Unless otherwise provided in the document, the provisions of the document control in any other situation.”.
Amend sec. 56, page 30, line 37, by deleting “street”.
Amend sec. 61, page 32, by deleting lines 44 and 45 and inserting:
“sections 56 and 58 of this act; and”.
Amend sec. 61, page 33, by deleting lines 4 through 10 and inserting:
“business was forfeited; and
(2) A fee of $200 for reinstatement.
2. When the Secretary of State reinstates the foreign limited-liability company, he shall issue to the foreign limited-liability company a certificate of reinstatement if the foreign limited-liability company:
(a) Requests a certificate of reinstatement; and
(b) Pays the required fees pursuant to NRS 86.561.”.
Amend sec. 62, page 33, by deleting lines 30 and 31 and inserting:
“otherwise on file, the Secretary of State shall reinstate the foreign limited-liability company”.
Amend sec. 64, page 35, by deleting lines 26 and 27 and inserting:
“exclusively or in connection with its business as a bank, savings and loan association or thrift company; and”.
Amend sec. 69, page 38, by deleting lines 33 through 37 and inserting:
“2. On the first day of the first anniversary of the month following the month in which the filing was required, the charter of the company is revoked and its right to transact business is forfeited.
3. The Secretary of”.
Amend sec. 69, page 38, line 41, by deleting “3.” and inserting “4.”.
Amend sec. 69, page 38, line 44, by deleting “2” and inserting “3”.
Amend sec. 69, page 39, line 5, by deleting “4.” and inserting “[4.] 5.”.
Amend sec. 69, page 39, line 15, by deleting “5.” and inserting “[5.] 6.”.
Amend sec. 70, page 39, by deleting lines 34 through 36 and inserting:
“in a timely manner each required annual list; and
(2) A fee of $200 for reinstatement.”.
Amend sec. 70, page 39, by deleting line 43 and inserting:
“copies of the] a certificate of reinstatement [.]if the limited-liability company:
(a) Requests a certificate of reinstatement; and
(b) Pays the required fees pursuant to NRS 86.561.”.
Amend the bill as a whole by adding a new section designated sec. 70.5, following sec. 70, to read as follows:
“Sec. 70.5. NRS 86.278 is hereby amended to read as follows:
86.278 1. Except as otherwise provided in subsection 2, if a limited-liability company applies to reinstate its charter but its name has been legally acquired or reserved by any other artificial person formed, organized, registered or qualified pursuant to the provisions of this title whose name is on file with the Office of the Secretary of State or reserved in the Office of the Secretary of State pursuant to the provisions of this title, the company shall submit in writing to the Secretary of State some other name under which it desires its existence to be reinstated. If that name is distinguishable from all other names reserved or otherwise on file, the Secretary of State shall [issue to the applying] reinstate the limited-liability company [a certificate of reinstatement] under that new name.
2. If the applying limited-liability company submits the written, acknowledged consent of the artificial person having the name, or the person reserving the name, which is not distinguishable from the old name of the applying company or a new name it has submitted, it may be reinstated under that name.
3. 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.
4. The Secretary of State may adopt regulations that interpret the requirements of this section.”.
Amend sec. 73 page 40, by deleting lines 34 through 40 and inserting:
“3. If the provisions of the form prescribed by the Secretary of State conflict with the provisions of any document that is filed with the form:
(a) The Secretary of State may determine whether to file or reject the document based on the information on the prescribed form; and
(b) Unless otherwise provided in the document, the provisions of the document control in any other situation.”.
Amend sec. 74, page 41, line 13, by deleting “street”.
Amend sec. 79, page 43, by deleting lines 23 through 29 and inserting:
“business was forfeited; and
(2) A fee of $200 for reinstatement.
2. When the Secretary of State reinstates the foreign limited-liability partnership, he shall issue to the foreign limited-liability partnership a certificate of reinstatement if the foreign limited-liability partnership:
(a) Requests a certificate of reinstatement; and
(b) Pays the required fees pursuant to NRS 87.550.”.
Amend sec. 80, page 44, by deleting lines 5 through 7 and inserting:
“reserved or otherwise on file, the Secretary of State shall reinstate the foreign limited-liability partnership under that new name.”.
Amend sec. 81, page 45, by deleting lines 20 and 21 and inserting:
“company, exclusively or in connection with its business as a bank, savings and loan association or thrift company; and”.
Amend the bill as a whole by adding a new section designated sec. 81.5, following sec. 81, to read as follows:
“Sec. 81.5. NRS 87.455 is hereby amended to read as follows:
87.455 1. Except as otherwise provided in subsection 2, if a registered limited-liability partnership applies to reinstate its right to transact business but its name has been legally acquired by any other artificial person formed, organized, registered or qualified pursuant to the provisions of this title whose name is on file with the Office of the Secretary of State or reserved in the Office of the Secretary of State pursuant to the provisions of this title, the applying registered limited-liability partnership shall submit in writing to the Secretary of State some other name under which it desires its right to transact business to be reinstated. If that name is distinguishable from all other names reserved or otherwise on file, the Secretary of State shall [issue to the applying] reinstate the registered limited-liability partnership [a certificate of reinstatement] under that new name.
2. If the applying registered limited-liability partnership submits the written, acknowledged consent of the artificial person having the name, or the person who has reserved the name, that is not distinguishable from the old name of the applying registered limited-liability partnership or a new name it has submitted, it may be reinstated under that name.
3. 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.
4. The Secretary of State may adopt regulations that interpret the requirements of this section.”.
Amend sec. 84, page 48, by deleting lines 6 through 12 and inserting:
“2. Upon notification from the Administrator of the Real Estate Division of the Department of Business and Industry that a registered limited-liability partnership which is a unit-owners’ association as defined in NRS 116.110315 has failed to register pursuant to NRS 116.31158 or failed to pay the fees pursuant to NRS 116.31155, the Secretary of State shall deem the registered limited-liability partnership to be in default. If, after the registered limited-liability partnership is deemed to be in default, the Administrator notifies the Secretary of State that the registered limited-liability”.
Amend sec. 85, page 49, by deleting lines 16 through 27 and inserting:
“and
(3) A reinstatement fee of $200.
2. [Upon reinstatement of a certificate of registration pursuant to this section,] When the Secretary of State reinstates the registered limited-liability partnership, he 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] a certificate of reinstatement [.] if the registered limited-liability partnership:
(a) Requests a certificate of reinstatement; and
(b) Pays the required fees pursuant to NRS 87.550.”.
Amend sec. 88 page 50, by deleting lines 21 through 27 and inserting:
“3. If the provisions of the form prescribed by the Secretary of State conflict with the provisions of any document that is filed with the form:
(a) The Secretary of State may determine whether to file or reject the document based on the information on the prescribed form; and
(b) Unless otherwise provided in the document, the provisions of the document control in any other situation.”.
Amend sec. 89, page 51, line 1, by deleting “street”.
Amend sec. 94, page 53, by deleting lines 6 through 12 and inserting:
“business was forfeited; and
(2) A fee of $200 for reinstatement.
2. When the Secretary of State reinstates the foreign limited partnership, he shall issue to the foreign limited partnership a certificate of reinstatement if the foreign limited partnership:
(a) Requests a certificate of reinstatement; and
(b) Pays the required fees pursuant to NRS 88.415.”.
Amend sec. 95, page 53, by deleting lines 32 and 33 and inserting:
“otherwise on file, the Secretary of State shall reinstate the foreign limited partnership under”.
Amend sec. 96, page 55, by deleting line 6 and inserting:
“a bank, savings and loan association or thrift company; and”.
Amend sec. 97, page 56, by deleting lines 18 and 19 and inserting:
“on file, the Secretary of State shall [issue to the applying] reinstate the limited partnership [a certificate of reinstatement] under that new name.”.
Amend sec. 100, page 57, line 19, by deleting “street” and inserting “[street]”.
Amend sec. 101, page 58, by deleting lines 21 through 26 and inserting:
“3. Upon notification from the Administrator of the Real Estate Division of the Department of Business and Industry that a limited partnership which is a unit-owners’ association as defined in NRS 116.110315 has failed to register pursuant to NRS 116.31158 or failed to pay the fees pursuant to NRS 116.31155, the Secretary of State shall deem the limited partnership to be in default. If, after the limited partnership is deemed to be in default, the Administrator notifies the Secretary of State that the limited”.
Amend sec. 102, page 59, by deleting lines 3 through 7 and inserting:
“2. Immediately after the first day of the first anniversary of the month following the month in which filing was required, the certificate of the limited partnership is revoked.
3. The Secretary of State”.
Amend sec. 102, page 59, line 11, by deleting “3.” and inserting “4.”.
Amend sec. 102, page 59, line 13, by deleting “2” and inserting “3”.
Amend sec. 102, page 59, line 19, by deleting “4.” and inserting “5.”.
Amend sec. 103, page 59, by deleting lines 40 through 43 and inserting:
“revoked, and a fee of $200 for reinstatement.
2. When [payment is made and] the Secretary of State reinstates the limited partnership , [to its former rights,] he shall [:”.
Amend sec. 103, page 60, by deleting line 5 and inserting:
“certified copies of the] a certificate of reinstatement [.] if the limited partnership:
(a) Requests a certificate of reinstatement; and
(b) Pays the required fees pursuant to NRS 88.415.”.
Amend sec. 106, page 60, by deleting lines 37 through 43 and inserting:
“3. If the provisions of the form prescribed by the Secretary of State conflict with the provisions of any document that is filed with the form:
(a) The Secretary of State may determine whether to file or reject the document based on the information on the prescribed form; and
(b) Unless otherwise provided in the document, the provisions of the document control in any other situation.”.
Amend sec. 107, page 61, line 17, by deleting “street”.
Amend sec. 111, page 62, line 44, by deleting “corporations” and inserting:
“foreign business trusts”.
Amend sec. 112, page 63, by deleting lines 20 through 26 and inserting:
“transact business was forfeited; and
(2) A fee of $200 for reinstatement.
2. When the Secretary of State reinstates the foreign business trust, he shall issue to the foreign business trust a certificate of reinstatement if the foreign business trust:
(a) Requests a certificate of reinstatement; and
(b) Pays the required fees pursuant to NRS 88A.900.”.
Amend sec. 113, page 64, by deleting lines 2 and 3 and inserting:
“the Secretary of State shall reinstate the foreign business trust under that new name.”.
Amend the bill as a whole by deleting sec. 114 and inserting:
“Sec. 114. (Deleted by amendment.)”.
Amend sec. 120, page 66, by deleting lines 39 through 44 and inserting:
“2. Immediately after the first day of the first anniversary of the month following the month in which the filing was required, the certificate of trust of the business trust is revoked and its right to transact business is forfeited.
3. The Secretary of State”.
Amend sec. 120, page 67, line 3, by deleting “3.” and inserting “4.”.
Amend sec. 120, page 67, line 5, by deleting “2” and inserting “3”.
Amend sec. 120, page 67, line 12, by deleting “4.” and inserting “[4.]5.”.
Amend sec. 121, page 67, by deleting lines 32 through 34 and inserting:
“of trust was revoked; and
(2) A fee of $200 for reinstatement.”.
Amend sec. 121, page 67, by deleting line 41 and inserting:
“certified copies of the] a certificate of reinstatement[.] if the business trust:
(a) Requests a certificate of reinstatement; and
(b) Pays the required fees pursuant to subsection NRS 88A.900.”.
Amend sec. 121, page 68, line 3, by deleting “charter” and inserting “certificate”.
Amend the bill as a whole by adding a new section designated sec. 121.5, following sec. 121, to read as follows:
“Sec. 121.5. NRS 88A.660 is hereby amended to read as follows:
88A.660 1. Except as otherwise provided in subsection 2, if a certificate of trust is revoked pursuant to the provisions of this chapter and the name of the business trust has been legally reserved or acquired by another artificial person formed, organized, registered or qualified pursuant to the provisions of this title whose name is on file with the Office of the Secretary of State or reserved in the Office of the Secretary of State pursuant to the provisions of this title, the business trust shall submit in writing to the Secretary of State some other name under which it desires to be reinstated. If that name is distinguishable from all other names reserved or otherwise on file, the Secretary of State shall [issue to] reinstate the business trust [a certificate of reinstatement] under that new name.
2. If the defaulting business trust submits the written, acknowledged consent of the artificial person using a name, or the person who has reserved a name, which is not distinguishable from the old name of the business trust or a new name it has submitted, it may be reinstated under that name.”.
Amend sec. 124, pages 68 and 69, by deleting lines 44 and 45 on page 68 and lines 1 through 5 on page 69 and inserting:
“3. If the provisions of the form prescribed by the Secretary of State conflict with the provisions of any document that is filed with the form:
(a) The Secretary of State may determine whether to file or reject the document based on the information on the prescribed form; and
(b) Unless otherwise provided in the document, the provisions of the document control in any other situation.”.
Amend sec. 125, page 69, by deleting line 19 and inserting:
“(b) The names and [post office boxes or street] addresses, either”.
Amend the bill as a whole by adding new sections designated sections 125.3 through 125.7, following sec. 125, to read as follows:
“Sec. 125.3. 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] last day of the [second] first 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 , either residence or business, of all members and employees in the professional 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] last day of the [second] first 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 , either residence or business, of all members and employees of the professional 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 professional 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 professional association.
(c) Accompanied by a declaration under penalty of perjury that the professional association [has] :
(1) Has complied with the provisions of chapter 364A of NRS [.] ; and
(2) Acknowledges that pursuant to NRS 239.330 it is a category C felony to knowingly offer any false or forged instrument for filing in the Office of the Secretary of State.
4. Upon filing:
(a) The initial statement required by this section, the professional association shall pay to the Secretary of State a fee of $165.
(b) Each annual statement required by this section, the professional association shall pay to the Secretary of State a fee of $85.
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. 125.5. NRS 89.254 is hereby amended to read as follows:
89.254 1. The Secretary of State shall [notify by letter] provide written notice to each professional association which is in default pursuant to the provisions of NRS 89.252. The written notice [must be accompanied by] :
(a) Must include a statement indicating the amount of the filing fee, penalties incurred and costs remaining unpaid.
(b) At the request of the professional association, may be provided electronically.
2. On the first day of the [ninth] first anniversary of the month following the month in which the filing was required, the articles of association of the professional association is revoked and its right to transact business is forfeited.
3. The Secretary of State shall compile a complete list containing the names of all professional associations whose right to [do] transact business has been forfeited.
4. The Secretary of State shall forthwith notify each [such] professional association specified in subsection 3 by [letter] providing written notice of the forfeiture of its right to transact business. The written notice [must be accompanied by] :
(a) Must include a statement indicating the amount of the filing fee, penalties incurred and costs remaining unpaid.
[4.] (b) At the request of the professional association, may be provided electronically.
5. If the articles of association of a professional association are revoked and the right to transact business is forfeited, all the property and assets of the defaulting professional association must be held in trust by its members, as for insolvent corporations, and the same proceedings may be had with respect to its property and assets as apply to insolvent corporations. Any interested person may institute proceedings at any time after a forfeiture has been declared, but if the Secretary of State reinstates the articles of association the proceedings must be dismissed and all property restored to the members of the professional association.
[5.] 6. If the assets of the professional association are distributed, they must be applied to:
(a) The payment of the filing fee, penalties and costs due to the State; and
(b) The payment of the creditors of the professional association.
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Any balance remaining must be distributed as set forth in the
articles of association or, if no such provisions exist, among the members of
the professional association.
Sec. 125.7. 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 statement and certification required by NRS 89.250; 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 for reinstatement.
2. When the Secretary of State reinstates the professional 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 professional association a [certified copy of the] certificate of reinstatement [.] if the professional association:
(a) Requests a certificate of reinstatement; and
(b) Pays the required fees pursuant to subsection 8 of NRS 78.785.”.
3. The Secretary of State shall not order a reinstatement unless all delinquent fees and penalties have been paid, and the revocation of the professional association’s articles of association occurred only by reason of its 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 sec. 126, page 70, by deleting lines 9 through 15 and inserting:
“3. If the provisions of the form prescribed by the Secretary of State conflict with the provisions of any document that is filed with the form:
(a) The Secretary of State may determine whether to file or reject the document based on the information on the prescribed form; and
(b) Unless otherwise provided in the document, the provisions of the document control in any other situation.”.