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ê2007 Statutes of Nevada, Page 2627ê

 

CHAPTER 479, SB 128

Senate Bill No. 128–Committee on Transportation and Homeland Security

 

CHAPTER 479

 

AN ACT relating to transportation; prohibiting certain vehicles from traveling on that portion of State Route 159 that is designated as a scenic route; requiring the Department of Transportation to erect suitable markers along that portion of the Route; requiring the Department to consider certain factors and to receive approval from the Board of Directors of the Department before reducing the maximum weight limits on certain highways; and providing other matters properly relating thereto.

 

[Approved: June 13, 2007]

 

Legislative Counsel’s Digest:

      This bill prohibits oversized vehicles which do not have a point of origin or destination on that portion of State Route 159 that is designated as a scenic route to travel on that portion of the Route and requires the Department of Transportation to erect suitable markers along that portion of the Route. Further, this bill requires the Department to consider certain factors and receive approval from the Board of Directors of the Department before reducing the maximum weight limits for oversized vehicles as prescribed by existing law on a highway under its jurisdiction. (NRS 484.745, 484.748, 484.7485)

 

THE PEOPLE OF THE STATE OF NEVADA, REPRESENTED IN

SENATE AND ASSEMBLY, DO ENACT AS FOLLOWS:

 

      Section 1.  The Legislature hereby finds and declares that:

      1.  Because of its unique character, the restrictions imposed on certain large vehicles pursuant to this act are necessary for the protection of the Red Rock Canyon National Conservation Area and the safety and protection of the residents and visitors who enjoy the scenic beauty and recreational opportunities of the Red Rock Canyon.

      2.  The enactment of this act is not intended to encourage the imposition of similar restrictions on other designated scenic routes in this State.

      Sec. 2.  Chapter 484 of NRS is hereby amended by adding thereto the provisions set forth as sections 3 and 4 of this act.

      Sec. 3.  1.  Except as otherwise provided in subsection 3, it is unlawful for an operator or driver of any vehicle which:

      (a) Is registered pursuant to the provisions of NRS 706.801 to 706.861, inclusive; or

      (b) Has a declared gross weight in excess of 26,000 pounds,

Ê and which does not have a point of origin or destination on State Route 159 from mile post 0.0 to mile post 14.0 to travel on such Route.

      2.  The Department of Transportation shall erect suitable markers along State Route 159 and may locate them at such points as the Department of Transportation deems appropriate.

      3.  This section does not apply to:

      (a) An authorized emergency vehicle;

      (b) A vehicle being used in the service of a public utility as defined in NRS 704.020;

 


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ê2007 Statutes of Nevada, Page 2628 (Chapter 479, SB 128)ê

 

      (c) A vehicle being used by a licensed hauler of garbage and refuse as defined in NRS 484.748;

      (d) A school bus; or

      (e) A charter bus.

      Sec. 4.  Except as otherwise provided in NRS 484.752, before the Department of Transportation reduces the maximum weight limits as prescribed in NRS 484.745, 484.748 and 484.7485 on a highway under its jurisdiction, the Department of Transportation shall:

      1.  Consider:

      (a) The average number of vehicles traveling on the highway each day;

      (b) The number of vehicles that have a declared gross weight in excess of 262,000 pounds that are included in the average number pursuant to subparagraph (1);

      (c) The availability of alternate routes to the highway;

      (d) The impact on each alternate route of increased traffic consisting of vehicles that have a declared gross weight in excess of 26,000 pounds;

      (e) The number of traffic accidents involving a vehicle that has a declared gross weight in excess of 26,000 pounds on the highway in the past 5 years;

      (f) Any projected adverse economic or environmental impact resulting from reducing the maximum weight limits on the highway; and

      (g) Any other factors the Department of Transportation deems appropriate; and

      2.  Present such considerations to the Board of Directors of the Department of Transportation to receive the Board’s approval to reduce the maximum weight limits pursuant to this section.

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ê2007 Statutes of Nevada, Page 2629ê

 

CHAPTER 480, SB 242

Senate Bill No. 242–Senators Amodei and Care

 

CHAPTER 480

 

AN ACT relating to business entities; enacting the Model Registered Agents Act; revising the provisions relating to the maintenance of a corporation’s records at its registered office; establishing provisions relating to the judgment and execution of a stockholder’s stock; requiring registered agents to verify certain information concerning the entities represented in certain circumstances; prohibiting registered agents from performing financial transactions in certain circumstances; and providing other matters properly relating thereto.

 

[Approved: June 13, 2007]

 

Legislative Counsel’s Digest:

      Existing law requires certain entities to appoint and maintain a resident agent who is located in this State and upon whom all legal process and any notice may be served. (NRS 14.020) This bill changes the term resident agent to registered agent and establishes two types of registered agent, which are called commercial registered agents and noncommercial registered agents.

      Section 32 of this bill allows an individual or an entity to become listed as a commercial registered agent by filing with the Secretary of State a statement containing certain information. Under section 31 of this bill, when an entity files with the Secretary of State the document which creates the entity, the entity must include in that document the name of the entity’s commercial registered agent, the name and address of the entity’s noncommercial registered agent or the title of a position with the entity if service of process is to be sent to the person holding that position. In addition, section 31 requires the entity to file a certificate of acceptance of appointment signed by the registered agent.

      Section 37 of this bill provides that any registered agent may resign from the representation of an entity by filing a statement of resignation for the entity and paying the fee required by section 29 of this bill. If a noncommercial registered agent wishes to resign from the representation of all entities, the agent must file a statement of resignation for each entity represented by the agent. However, under section 33 of this bill a commercial registered agent may resign from the representation of all entities by filing with the Secretary of State a termination statement and providing notice of the termination to each entity represented by the agent.

      Existing law provides that if the name of a resident agent is changed because of certain actions, the resident agent must file a certificate with the Secretary of State and pay a $100 fee. (NRS 78.110, 80.070, 82.193, 86.235, 87.490, 88.331, 88A.540) Section 36 of this bill provides that if a commercial registered agent changes its name, address or type or jurisdiction of organization, the agent must file with the Secretary of State a statement of change. The filing of this statement changes the registered agent information for each entity represented by the agent. Section 35 of this bill provides that if a noncommercial registered agent changes its name or address, the agent must file with the Secretary of State a statement of change for each entity represented by the agent.

      Section 40.2 of this bill requires certain registered agents who represent entities that engage in business activities that are regulated pursuant to chapter 604A or 675 of NRS to verify that the entity they represent has the appropriate license from the Commissioner of Financial Institutions. In addition, section 40.2 prohibits a registered agent who represents such an entity from performing any financial transactions on behalf of the represented entity in his capacity as registered agent.

 


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ê2007 Statutes of Nevada, Page 2630 (Chapter 480, SB 242)ê

 

      Section 40.4 of this bill authorizes the Commissioner of Financial Institutions to issue an order to a registered agent to cease and refrain from providing certain services if the represented entity does not have the required license. Section 40.4 further provides for an administrative fine of up to $1,000 against a registered agent who fails to comply with such an order.

      Section 40.6 of this bill allows the Secretary of State to adopt regulations. Section 40.6 further authorizes the Secretary of State to seek to enjoin a registered agent from engaging in certain conduct.

      Existing law allows certain actions with respect to entities to be filed in the district court of the county in which the office of the entity’s resident agent is located. (NRS 78.345, 78.630, 82.306, 82.471, 82.486, 92A.460, 92A.490) This bill provides that these actions must be brought in the district court of the county in which the entity’s principal office is located or, if the entity’s principal office is not located in this State, in the district court in Carson City.

      Existing law allows a court to charge the interest of a partner in a partnership or limited partnership or a member of a limited-liability company for payment of an unsatisfied judgment under certain circumstances. (NRS 86.401, 87.280, 87.4342, 88.535) Section 43.5 of this bill provides that a court may charge a stockholder’s stock with payment of an unsatisfied judgment under certain circumstances.

      Existing law establishes provisions relating to the maintenance of a corporation’s records at its registered office. (NRS 78.105) Section 49.5 of this bill requires certain records to be maintained for a period of 3 years by a new registered agent who replaces a previous registered agent.

      Existing law provides that certain benefits and property may be exempt from execution. (NRS 21.075, 21.090, 31.045) Sections 171.2-171.6 of this bill provide that stock of certain corporations may be exempt from execution under certain circumstances.

      Sections 184.7, 184.9 190.7 and 190.9 of this bill specifically authorize the Commissioner of Financial Institutions to investigate the business of a registered agent who represents a person licensed pursuant to chapter 604A or 675 of NRS. (NRS 604A.710, 604A.810, 675.380 and 675.430)

 

THE PEOPLE OF THE STATE OF NEVADA, REPRESENTED IN

SENATE AND ASSEMBLY, DO ENACT AS FOLLOWS:

 

      Section 1.  Title 7 of NRS is hereby amended by adding thereto a new chapter to consist of the provisions set forth as sections 2 to 43, inclusive, of this act.

      Sec. 2.  This chapter may be cited as the Model Registered Agents Act.

      Sec. 3.  As used in this chapter, unless the context otherwise requires, the words and terms defined in sections 4 to 28, inclusive, of this act have the meanings ascribed to them in those sections.

      Sec. 4.  “Appointment of agent” means a statement appointing an agent for service of process filed by a domestic entity that is not a filing entity or a nonqualified foreign entity under section 38 of this act.

      Sec. 5.  “Commercial registered agent” means an individual or a domestic or foreign entity listed under section 32 of this act.

      Sec. 6.  “Domestic entity” means an entity whose internal affairs are governed by the law of this State.

      Sec. 7.  “Entity” means a person that has a separate legal existence or has the power to acquire an interest in real property in its own name other than:

      1.  An individual;

      2.  A testamentary, inter vivos or charitable trust, with the exception of a business trust, statutory trust or similar trust;

 


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ê2007 Statutes of Nevada, Page 2631 (Chapter 480, SB 242)ê

 

      3.  An association or relationship that is not a partnership by reason of NRS 87.070, subsection 3 of NRS 87.4322 or similar provisions of the law of any other jurisdiction;

      4.  A decedent’s estate; or

      5.  A public corporation, government or governmental subdivision, agency or instrumentality or a quasi-governmental instrumentality.

      Sec. 8.  “Filing entity” means an entity that is created by the filing of a public organic document.

      Sec. 9.  “Foreign entity” means an entity other than a domestic entity.

      Sec. 10.  “Foreign qualification document” means an application for a certificate of authority or other foreign qualification filing with the Secretary of State by a foreign entity.

      Sec. 11.  “Governor” means a person by or under whose authority the powers of an entity are exercised and under whose direction the business and affairs of the entity are managed pursuant to the organic law and organic rules of the entity.

      Sec. 12.  1.  “Interest” means:

      (a) A governance interest in an unincorporated entity;

      (b) A transferable interest in an unincorporated entity; or

      (c) A share or membership in a corporation.

      2.  As used in this section:

      (a) “Governance interest” means the right under the organic law or organic rules of an entity, other than as a governor, agent, assignee or proxy, to:

             (1) Receive or demand access to information concerning, or the books and records of, the entity;

             (2) Vote for the election of the governors of the entity; or

             (3) Receive notice of or vote on any or all issues involving the internal affairs of the entity.

      (b) “Transferable interest” means the right under an entity’s organic law to receive distributions from the entity.

      Sec. 13.  “Interest holder” means a direct holder of an interest.

      Sec. 14.  “Jurisdiction of organization,” with respect to an entity, means the jurisdiction whose law includes the organic law of the entity.

      Sec. 15.  “Noncommercial registered agent” means a person that is not listed as a commercial registered agent under section 32 of this act and that is:

      1.  An individual or a domestic or foreign entity that serves in this State as the agent for service of process of an entity; or

      2.  The individual who holds the office or other position in an entity that is designated as the agent for service of process pursuant to subparagraph (2) of paragraph (b) of subsection 1 of section 31 of this act.

      Sec. 16.  “Nonqualified foreign entity” means a foreign entity that is not authorized to transact business in this State pursuant to a filing with the Secretary of State.

      Sec. 17.  “Nonresident LLP statement” means:

      1.  A certificate of registration of a domestic registered limited-liability partnership that does not have an office in this State; or

      2.  The foreign qualification filing of a foreign registered limited-liability partnership that does not have an office in this State.

      Sec. 18.  “Organic law” means the statutes, if any, other than this chapter, governing the internal affairs of an entity.

 


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ê2007 Statutes of Nevada, Page 2632 (Chapter 480, SB 242)ê

 

      Sec. 19.  “Organic rules” means the public organic document and private organic rules of an entity. As used in this section, “private organic rules” means the rules, whether or not in a record, that govern the internal affairs of an entity, are binding on all of its interest holders and are not part of its public organic document, if any.

      Sec. 20.  “Person” means an individual, corporation, estate, trust, partnership, limited-liability company, business or similar trust, association, joint venture, public corporation, government or governmental subdivision, agency or instrumentality, or any other legal or commercial entity.

      Sec. 21.  “Public organic document” means the public record the filing of which creates an entity, and any amendment to or restatement of that record.

      Sec. 22.  “Qualified foreign entity” means a foreign entity that is authorized to transact business in this State pursuant to a filing with the Secretary of State.

      Sec. 23.  “Record” means information that is inscribed on a tangible medium or that is stored in an electronic or other medium and is retrievable in perceivable form.

      Sec. 24.  “Registered agent” means a commercial registered agent or a noncommercial registered agent.

      Sec. 25.  “Registered agent filing” means:

      1.  The public organic document of a domestic filing entity;

      2.  A nonresident LLP statement;

      3.  A foreign qualification document;

      4.  An appointment of agent; or

      5.  Any other filing with the Secretary of State under an entity’s organic law that must include the information required pursuant to section 31 of this act.

      Sec. 26.  “Represented entity” means:

      1.  A domestic filing entity;

      2.  A domestic or qualified foreign limited-liability partnership that does not have an office in this State;

      3.  A qualified foreign entity;

      4.  A domestic or foreign unincorporated nonprofit association for which an appointment of agent has been filed;

      5.  A domestic entity that is not a filing entity for which an appointment of agent has been filed; or

      6.  A nonqualified foreign entity for which an appointment of agent has been filed.

      Sec. 27.  “Sign” means, with present intent to authenticate or adopt a record:

      1.  To execute or adopt a tangible symbol; or

      2.  To attach to or logically associate with the record an electronic sound, symbol or process.

      Sec. 28.  “Type,” with respect to an entity, means a generic form of entity:

      1.  Recognized at common law; or

      2.  Organized under an organic law, whether or not some entities organized under that organic law are subject to provisions of that law that create different categories of the form of entity.

 


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ê2007 Statutes of Nevada, Page 2633 (Chapter 480, SB 242)ê

 

      Sec. 29.  1.  The Secretary of State shall collect the following fees when a filing is made under this chapter:

      (a) For a commercial registered agent listing statement, $75.

      (b) For a commercial registered agent termination statement, $100.

      (c) For a statement of change, $60.

      (d) For a statement of resignation, $100 for the first entity listed on the statement of resignation and $1 for each additional entity listed on the statement of resignation.

      (e) For a statement appointing an agent for service of process, $60.

      2.  The Secretary of State shall collect the following fees for copying and certifying a copy of any document filed under this chapter:

      (a) For copying any document, $2 per page.

      (b) For certifying a copy of any document, $30.

      Sec. 29.5.  1.  Each record filed with the Secretary of State pursuant to this chapter must be on or accompanied by a form prescribed by the Secretary of State.

      2.  The Secretary of State may refuse to file a record which does not comply with subsection 1 or which does not contain all of the information required by statute for filing the record.

      3.  If the provisions on the form prescribed by the Secretary of State conflict with the provisions of any record that is submitted for filing with the form:

      (a) The provisions of the form control for all purposes with respect to information that is required by statute to appear in the record in order for the record to be filed; and

      (b) Unless otherwise provided in the record, the provisions of the record control in every other situation.

      4.  The Secretary of State may by regulation provide for the electronic filing of records with the Office of the Secretary of State.

      Sec. 30.  Whenever a provision of this chapter other than paragraph (d) of subsection 1 of section 37 of this act requires that a filing state an address, the filing must state:

      1.  An actual street address or rural route box number in this State; and

      2.  A mailing address in this State, if different from the address under subsection 1.

      Sec. 31.  1.  A registered agent filing must state:

      (a) The name of the represented entity’s commercial registered agent; or

      (b) If the entity does not have a commercial registered agent:

             (1) The name and address of the entity’s noncommercial registered agent; or

             (2) The title of an office or other position with the entity if service of process is to be sent to the person holding that office or position, and the address of the business office of that person.

      2.  The appointment of a registered agent pursuant to paragraph (a) or (b) of subsection 1 must be accompanied by a certificate of acceptance of the appointment by the registered agent.

      Sec. 32.  1.  An individual or a domestic or foreign entity may become listed as a commercial registered agent by filing with the Secretary of State a commercial registered agent listing statement signed by or on behalf of the person which states:

 


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ê2007 Statutes of Nevada, Page 2634 (Chapter 480, SB 242)ê

 

      (a) The name of the individual or the name, type and jurisdiction of organization of the entity;

      (b) That the person is in the business of serving as a commercial registered agent in this State; and

      (c) The address of a place of business of the person in this State to which service of process and other notice and documents being served on or sent to entities represented by it may be delivered.

      2.  If the name of a person filing a commercial registered agent listing statement is not distinguishable on the records of the Secretary of State from the name of another commercial registered agent listed under this section, the person must adopt a fictitious name that is distinguishable and use that name in its statement and when it does business in this State as a commercial registered agent. For the purposes of this subsection, a proposed name is not distinguishable from another name solely because one or the other contains distinctive lettering, a distinctive mark, a trademark or a trade name or any combination of these. The Secretary of State may adopt regulations that interpret the requirements of this subsection.

      3.  A commercial registered agent listing statement takes effect on filing.

      4.  The Secretary of State shall note the filing of the commercial registered agent listing statement in the index of filings maintained by the Secretary of State for each entity represented by the registered agent at the time of the filing. The statement has the effect of deleting the address of the registered agent from the registered agent filing of each of those entities.

      Sec. 33.  1.  A commercial registered agent may terminate its listing as a commercial registered agent by filing with the Secretary of State a commercial registered agent termination statement signed by or on behalf of the agent which states:

      (a) The name of the agent as currently listed under section 32 of this act; and

      (b) That the agent is no longer in the business of serving as a commercial registered agent in this State.

      2.  A commercial registered agent termination statement takes effect on the 31st day after the day on which it is filed.

      3.  The commercial registered agent shall promptly furnish each entity represented by it with notice in a record of the filing of the commercial registered agent termination statement.

      4.  When a commercial registered agent termination statement takes effect, the registered agent ceases to be an agent for service of process on each entity formerly represented by it. Termination of the listing of a commercial registered agent under this section does not affect any contractual rights a represented entity may have against the agent or that the agent may have against the entity.

      Sec. 34.  1.  A represented entity may change the information currently on file pursuant to section 31 of this act by filing with the Secretary of State a statement of change signed on behalf of the entity which states:

      (a) The name of the entity; and

      (b) The information that is to be in effect as a result of the filing of the statement of change.

 


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ê2007 Statutes of Nevada, Page 2635 (Chapter 480, SB 242)ê

 

      2.  The interest holders or governors of a domestic entity need not approve the filing of:

      (a) A statement of change under this section; or

      (b) A similar filing changing the registered agent or registered office of the entity in any other jurisdiction.

      3.  If a filing made pursuant to subsection 1 results in a change of the registered agent of the represented entity, the filing must include the information required pursuant to section 31 of this act.

      4.  A statement of change filed under this section takes effect on filing.

      5.  Instead of using the procedures in this section, a represented entity may change the information currently on file under section 31 of this act by amending its most recent registered agent filing in the manner provided by the laws of this State other than this chapter for amending that filing.

      Sec. 35.  1.  If a noncommercial registered agent changes its name or its address as currently in effect with respect to a represented entity pursuant to section 31 of this act, the agent shall file with the Secretary of State, with respect to each entity represented by the agent, a statement of change signed by or on behalf of the agent which states:

      (a) The name of the entity;

      (b) The name and address of the agent as currently in effect with respect to the entity;

      (c) If the name of the agent has changed, its new name; and

      (d) If the address of the agent has changed, the new address.

      2.  A statement of change filed under this section takes effect on filing.

      3.  A noncommercial registered agent shall promptly furnish the represented entity with notice in a record of the filing of a statement of change and the changes made by the filing.

      Sec. 36.  1.  If a commercial registered agent changes its name, its address as currently listed under subsection 1 of section 32 of this act or its type or jurisdiction of organization, the agent shall file with the Secretary of State a statement of change signed by or on behalf of the agent which states:

      (a) The name of the agent as currently listed under subsection 1 of section 32 of this act;

      (b) If the name of the agent has changed, its new name;

      (c) If the address of the agent has changed, the new address; and

      (d) If the type or jurisdiction of organization of the agent has changed, the new type or jurisdiction of organization.

      2.  The filing of a statement of change under subsection 1 is effective to change the information regarding the commercial registered agent with respect to each entity represented by the agent.

      3.  A statement of change filed under this section takes effect on filing.

      4.  A commercial registered agent shall promptly furnish each entity represented by it with notice in a record of the filing of a statement of change relating to the name or address of the agent and the changes made by the filing.

      5.  If a commercial registered agent changes its address without filing a statement of change as required by this section, the Secretary of State may cancel the listing of the agent under section 32 of this act. A cancellation under this subsection has the same effect as a termination under section 33 of this act. Promptly after cancelling the listing of an agent, the Secretary of State shall serve notice in a record on the:

 


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ê2007 Statutes of Nevada, Page 2636 (Chapter 480, SB 242)ê

 

      (a) Governors of each entity represented by the agent, stating that the agent has ceased to be an agent for service of process on the entity and that, until the entity appoints a new registered agent, service of process may be made in the manner provided by NRS 14.030; and

      (b) Agent, stating that the listing of the agent has been cancelled under this section.

      Sec. 37.  1.  A registered agent may resign at any time with respect to a represented entity by filing with the Secretary of State a statement of resignation signed by or on behalf of the agent which states:

      (a) The name of the entity;

      (b) The name of the agent;

      (c) That the agent resigns from serving as agent for service of process for the entity; and

      (d) The name and address of the person to which the agent will send the notice required by subsection 3.

      2.  A statement of resignation takes effect on the earlier of the 31st day after the day on which it is filed or the appointment of a new registered agent for the represented entity.

      3.  The registered agent shall promptly furnish the represented entity with notice in a record of the date on which a statement of resignation was filed.

      4.  When a statement of resignation takes effect, the registered agent ceases to have responsibility for any matter tendered to it as agent for the represented entity. A resignation under this section does not affect any contractual rights the entity may have against the agent or that the agent may have against the entity.

      5.  A registered agent may resign with respect to a represented entity whether or not the entity is in good standing.

      Sec. 38.  1.  A domestic entity that is not a filing entity or a nonqualified foreign entity may file with the Secretary of State a statement appointing an agent for service of process signed on behalf of the entity which includes, without limitation:

      (a) The name, type and jurisdiction of organization of the entity; and

      (b) The information required pursuant to section 31 of this act.

      2.  A statement appointing an agent for service of process takes effect on filing.

      3.  The appointment of a registered agent under this section does not qualify a nonqualified foreign entity to do business in this State and is not sufficient alone to create personal jurisdiction over the nonqualified foreign entity in this State.

      4.  A statement appointing an agent for service of process may not be rejected for filing because the name of the entity filing the statement is not distinguishable on the records of the Secretary of State from the name of another entity appearing in those records. The filing of a statement appointing an agent for service of process does not make the name of the entity filing the statement unavailable for use by another entity.

      5.  An entity that has filed a statement appointing an agent for service of process may cancel the statement by filing a statement of cancellation, which shall take effect upon filing, and must state the name of the entity and that the entity is cancelling its appointment of an agent for service of process in this State.

 


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ê2007 Statutes of Nevada, Page 2637 (Chapter 480, SB 242)ê

 

process in this State. A statement appointing an agent for service of process, which has not been cancelled earlier, is effective for a period of 5 years after the date of filing.

      6.  A statement appointing an agent for service of process for a nonqualified foreign entity terminates automatically on the date the entity becomes a qualified foreign entity.

      Sec. 39.  A registered agent is an agent of the represented entity authorized to receive service of any process, notice or demand required or permitted by law to be served on the entity.

      Sec. 40.  The only duties under this chapter required of a registered agent who has complied with this chapter are:

      1.  To forward to the represented entity at the address most recently supplied to the agent by the entity any process, notice or demand that is served on the agent;

      2.  To provide the notices required by this chapter to the entity at the address most recently supplied to the agent by the entity;

      3.  If the agent is a noncommercial registered agent, to keep current the information required pursuant to section 31 of this act in the most recent registered agent filing for the entity; and

      4.  If the agent is a commercial registered agent, to keep current the information listed for it under subsection 1 of section 32 of this act.

      Sec. 40.2.  1.  If a registered agent knows or reasonably should know that the entity for which he is the registered agent engages in any business activity that is regulated pursuant to chapter 604A or 675 of NRS and the registered agent or a subsidiary or affiliate of the registered agent performs any service for the represented entity other than:

      (a) Delivering documents for filing to state or local governmental entities;

      (b) Forwarding unopened mail;

      (c) Any service described in section 40 of this act;

      (d) Accounting services incidental to the formation of the entity for which he serves as registered agent provided in accordance with chapter 628 of NRS; or

      (e) Legal services incidental to the formation of the entity for which he serves as registered agent if he is an attorney who is licensed to practice law in this State or performs such services under the supervision of an attorney who is licensed to practice law in this State,

Ê the registered agent shall verify with the Division of Financial Institutions of the Department of Business and Industry that the person is licensed pursuant to chapter 604A or 675 of NRS, as applicable.

      2.  If a registered agent determines pursuant to subsection 1 that the represented entity is not licensed as required pursuant to chapter 604A or 675 of NRS, the registered agent shall notify the Commissioner of Financial Institutions.

      3.  A registered agent who accepts an appointment to act as the registered agent for a represented entity whom the registered agent knows or reasonably should know engages in business activities which are regulated pursuant to chapter 604A or 675 of NRS shall not perform any financial transactions on behalf of the represented entity in his capacity as registered agent.

      Sec. 40.4.  1.  If the Commissioner of Financial Institutions determines, after investigation, that a represented entity of a registered agent has failed to comply with the provisions of chapter 604A or 675 of NRS, the Commissioner may issue an order to the registered agent to cease and refrain from providing all services for the represented entity other than those services set forth in section 40 of this act.

 


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agent has failed to comply with the provisions of chapter 604A or 675 of NRS, the Commissioner may issue an order to the registered agent to cease and refrain from providing all services for the represented entity other than those services set forth in section 40 of this act.

      2.  A registered agent who receives an order pursuant to subsection 1 shall immediately notify the represented entity. The represented entity shall be deemed to have received the order on the date that it is received by the registered agent.

      3.  Any contract between a registered agent, its subsidiary or affiliate and the represented entity entered into on or after July 1, 2007, shall be deemed to include a provision that provides for the termination of the contract or agreement without liability to the registered agent, its subsidiary or affiliate, upon the issuance of an order issued pursuant to this section, except for any agreement for the provision of the services set forth in section 40 of this act. Any provision of a contract which conflicts with this subsection is void. Failure to include such a provision in a contract is not a defense in an action brought to enforce or terminate the contract.

      4.  An order issued pursuant to subsection 1 is a final decision for the purposes of judicial review pursuant to chapter 233B of NRS. A registered agent shall comply with any such order pending judicial review.

      5.  If the Commissioner of Financial Institutions finds that a registered agent has failed to comply with an order issued pursuant to this section, the Commissioner may impose an administrative fine of not more than $1,000 upon the registered agent. Any fine collected pursuant to this section must be deposited with the State Treasurer for credit to the State General Fund.

      Sec. 40.6.  1.  The Secretary of State may adopt such regulations as he deems necessary to carry out and ensure compliance with the provisions of this chapter and any other provision of law which governs the conduct of registered agents.

      2.  Upon application of the Secretary of State, the district court may enjoin any person from serving as a registered agent or as an officer, director or managing agent of a registered agent if the court finds that:

      (a) The registered agent failed to comply with any provision of law governing the conduct of registered agents after reasonable notice and an opportunity to correct the failure; or

      (b) The registered agent engaged in conduct in his capacity as registered agent that was intended to deceive or defraud the public or to promote illegal activities.

      Sec. 41.  The appointment or maintenance in this State of a registered agent does not by itself create the basis for personal jurisdiction over the represented entity in this State. The address of the agent does not determine venue in an action or proceeding involving the entity.

      Sec. 42.  In applying and construing this chapter, consideration must be given to the need to promote consistency of the law with respect to its subject matter among states that enact it.

      Sec. 43.  This chapter modifies, limits and supersedes the federal Electronic Signatures in Global and National Commerce Act, 15 U.S.C. §§ 7001 et seq., but does not modify, limit or supersede Section 101(c) of that Act, 15 U.S.C. § 7001(c), or authorize electronic delivery of any of the notices described in Section 103(b) of that Act, 15 U.S.C. § 7003(b).

 


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      Sec. 43.5.  Chapter 78 of NRS is hereby amended by adding thereto a new section to read as follows:

      1.  On application to a court of competent jurisdiction by a judgment creditor of a stockholder, the court may charge the stockholder’s stock 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 stockholder’s stock.

      2.  This section:

      (a) Applies only to a corporation that:

             (1) Has more than 1 but fewer than 75 stockholders of record at any time.

             (2) Is not a subsidiary of a publicly traded corporation, either in whole or in part.

             (3) Is not a professional corporation, as defined in NRS 89.020.

      (b) Does not apply to any liability of a stockholder that exists as the result of an action filed before July 1, 2007.

      (c) Provides the exclusive remedy by which a judgment creditor of a stockholder or an assignee of a stockholder may satisfy a judgment out of the stockholder’s stock of the corporation.

      (d) Does not deprive any stockholder of the benefit of any exemption applicable to the stockholder’s stock.

      (e) Does not supersede any private agreement between a stockholder and a creditor.

      Sec. 44.  NRS 78.010 is hereby amended to read as follows:

      78.010  1.  As used in this chapter:

      (a) “Approval” and “vote” as describing action by the directors or stockholders mean the vote of directors in person or by written consent or of stockholders in person, by proxy or by written consent.

      (b) “Articles,” “articles of incorporation” and “certificate of incorporation” are synonymous terms and, unless the context otherwise requires, include all certificates filed pursuant to NRS 78.030, 78.180, 78.185, 78.1955, 78.209, 78.380, 78.385, 78.390, 78.725 and 78.730 and any articles of merger, conversion, exchange or domestication filed pursuant to NRS 92A.200 to 92A.240, inclusive, or 92A.270. Unless the context otherwise requires, these terms include restated articles and certificates of incorporation.

      (c) “Directors” and “trustees” are synonymous terms.

      (d) “Principal office” means the office, in or out of this State, where the principal executive offices of a domestic or foreign corporation are located.

      (e) “Receiver” includes receivers and trustees appointed by a court as provided in this chapter or in chapter 32 of NRS.

      [(e)] (f) “Record” means information that is inscribed on a tangible medium or that is stored in an electronic or other medium and is retrievable in perceivable form.

      [(f)] (g) “Registered agent” has the meaning ascribed to it in section 24 of this act.

      (h) “Registered office” means the office maintained at the street address of the [resident agent.

      (g) “Resident agent” means the agent appointed by the corporation upon whom process or a notice or demand authorized by law to be served upon the corporation may be served.

 


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      (h)] registered agent.

      (i) “Sign” means to affix a signature to a record.

      [(i)] (j) “Signature” means a name, word, symbol or mark executed or otherwise adopted, or a record encrypted or similarly processed in whole or in part, by a person with the present intent to identify himself and adopt or accept a record. The term includes, without limitation, an electronic signature as defined in NRS 719.100.

      [(j)] (k) “Stockholder of record” means a person whose name appears on the stock ledger of the corporation.

      [(k)] (l) “Street address” of a [resident] registered agent means the actual physical location in this State at which a [resident] registered agent is available for service of process.

      2.  General terms and powers given in this chapter are not restricted by the use of special terms, or by any grant of special powers contained in this chapter.

      Sec. 45.  NRS 78.030 is hereby amended to read as follows:

      78.030  1.  One or more persons may establish a corporation for the transaction of any lawful business, or to promote or conduct any legitimate object or purpose, pursuant and subject to the requirements of this chapter, by [:

      (a) Signing] signing and filing in the Office of the Secretary of State articles of incorporation . [; and

      (b) Filing a certificate of acceptance of appointment, signed by the resident agent of the corporation, in the Office of the Secretary of State.]

      2.  The articles of incorporation must be as provided in NRS 78.035, and the Secretary of State shall require them to be in the form prescribed. If any articles are defective in this respect, the Secretary of State shall return them for correction.

      Sec. 46.  NRS 78.035 is hereby amended to read as follows:

      78.035  The articles of incorporation must set forth:

      1.  The name of the corporation. A name appearing to be that of a natural person and containing a given name or initials must not be used as a corporate name except with an additional word or words such as “Incorporated,” “Limited,” “Inc.,” “Ltd.,” “Company,” “Co.,” “Corporation,” “Corp.,” or other word which identifies it as not being a natural person.

      2.  The [name of the person designated as the corporation’s resident agent, the street address of the resident agent where process may be served upon the corporation, and the mailing address of the resident agent if different from the street address.] information required pursuant to section 31 of this act.

      3.  The number of shares the corporation is authorized to issue and, if more than one class or series of stock is authorized, the classes, the series and the number of shares of each class or series which the corporation is authorized to issue, unless the articles authorize the board of directors to fix and determine in a resolution the classes, series and numbers of each class or series as provided in NRS 78.195 and 78.196.

      4.  The names and addresses, either residence or business, of the first board of directors or trustees, together with any desired provisions relative to the right to change the number of directors as provided in NRS 78.115.

      5.  The name and address, either residence or business, of each of the incorporators signing the articles of incorporation.

 


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      Sec. 47.  NRS 78.050 is hereby amended to read as follows:

      78.050  1.  Upon the filing of the articles of incorporation [and the certificate of acceptance] pursuant to NRS 78.030 [,] and the payment of the filing fees, the Secretary of State shall issue to the corporation a certificate that the articles, containing the required statement of facts, have been filed. From the date the articles are filed, the corporation is a body corporate, by the name set forth in the articles of incorporation, subject to the forfeiture of its charter or dissolution as provided in this chapter.

      2.  Neither an incorporator nor a director designated in the articles of incorporation thereby becomes a subscriber or stockholder of the corporation.

      3.  The filing of the articles of incorporation does not, by itself, constitute commencement of business by the corporation.

      Sec. 48.  NRS 78.090 is hereby amended to read as follows:

      78.090  1.  [Except during any period of vacancy described in NRS 78.097, every] Every corporation must have a [resident] registered agent who resides or is located in this State. [Every resident] Notwithstanding the provisions of section 30 of this act, each registered agent must have a street address for [the] receiving service of process, [and] which is the registered office of the corporation in this State. If the registered agent is in the business of acting as a registered agent for more than one business entity, the physical street address of the registered office must be in a location for which such use is not prohibited by any local ordinance. The registered agent may have a separate mailing address such as a post office box, which may be different from the street address. [The street address of the resident agent is the registered office of the corporation in this State.]

      2.  If the [resident] registered agent is a bank or corporation, it may:

      (a) Act as the fiscal or transfer agent of any state, municipality, body politic or corporation and in that capacity may receive and disburse money.

      (b) Transfer, register and countersign certificates of stock, bonds or other evidences of indebtedness and act as agent of any corporation, foreign or domestic, for any purpose required by statute, or otherwise.

      (c) Act as trustee under any mortgage or bond issued by any municipality, body politic or corporation, and accept and execute any other municipal or corporate trust not inconsistent with the laws of this State.

      (d) Receive and manage any sinking fund of any corporation, upon such terms as may be agreed upon between the corporation and those dealing with it.

      3.  Every corporation organized pursuant to this chapter which fails or refuses to comply with the requirements of this section is subject to a fine of not less than $100 nor more than $500, to be recovered with costs by the State, before any court of competent jurisdiction, by action at law prosecuted by the Attorney General or by the district attorney of the county in which the action or proceeding to recover the fine is prosecuted.

      4.  All legal process and any demand or notice authorized by law to be served upon a corporation may be served upon the [resident] registered agent of the corporation in the manner provided in subsection 2 of NRS 14.020. If any demand, notice or legal process, other than a summons and complaint, cannot be served upon the [resident] registered agent, it may be served in the manner provided in NRS 14.030. These manners and modes of service are in addition to any other service authorized by law.

 


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      Sec. 49.  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 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 artificial person for the service of process. The fee for filing a statement of resignation is $100 for the first artificial person for whom the resident agent is unwilling to continue to act as the agent 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 signed 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,] registered agent resigns pursuant to section 37 of this act or if a commercial registered agent terminates its listing as a commercial registered agent pursuant to section 33 of this act, the corporation, [within 30 days thereafter,] before the effective date of the resignation or termination, shall file with the Secretary of State a [certificate of acceptance signed 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.] statement of change of registered agent pursuant to section 34 of this act.

      2.  A corporation that fails to [file a certificate of acceptance signed by the new resident agent within 30 days after the death, resignation or removal of its former resident agent] comply with subsection 1 shall be deemed in default and is subject to the provisions of NRS 78.170 and 78.175.

      3.  As used in this section, “commercial registered agent” has the meaning ascribed to it in section 5 of this act.

      Sec. 49.5.  NRS 78.105 is hereby amended to read as follows:

      78.105  1.  A corporation shall keep a copy of the following records at its registered office:

      (a) A copy certified by the Secretary of State of its articles of incorporation, and all amendments thereto;

      (b) A copy certified by an officer of the corporation of its bylaws and all amendments thereto; and

      (c) A stock ledger or a duplicate stock ledger, revised annually, containing the names, alphabetically arranged, of all persons who are stockholders of the corporation, showing their places of residence, if known, and the number of shares held by them respectively.

 


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and the number of shares held by them respectively. In lieu of the stock ledger or duplicate stock ledger, the corporation may keep a statement setting out the name of the custodian of the stock ledger or duplicate stock ledger, and the present and complete mailing or street address where the stock ledger or duplicate stock ledger specified in this section is kept.

      2.  A stock ledger, duplicate stock ledger or statement setting out the name of the custodian of the stock ledger or duplicate stock ledger described in paragraph (c) of subsection 1 must be maintained by the registered agent of the corporation for 3 years following the resignation or termination of the registered agent or the dissolution of the corporation by the Secretary of State.

      3.  Any person who has been a stockholder of record of a corporation for at least 6 months immediately preceding his demand, or any person holding, or thereunto authorized in writing by the holders of, at least 5 percent of all of its outstanding shares, upon at least 5 days’ written demand is entitled to inspect in person or by agent or attorney, during usual business hours, the records required by subsection 1 and make copies therefrom. Holders of voting trust certificates representing shares of the corporation must be regarded as stockholders for the purpose of this subsection. Every corporation that neglects or refuses to keep the records required by subsection 1 open for inspection, as required in this subsection, shall forfeit to the State the sum of $25 for every day of such neglect or refusal.

      [3.] 4.  If any corporation willfully neglects or refuses to make any proper entry in the stock ledger or duplicate copy thereof, or neglects or refuses to permit an inspection of the records required by subsection 1 upon demand by a person entitled to inspect them, or refuses to permit copies to be made therefrom, as provided in subsection [2,] 3, the corporation is liable to the person injured for all damages resulting to him therefrom.

      [4.] 5.  When the corporation keeps a statement in the manner provided for in paragraph (c) of subsection 1, the information contained thereon must be given to any stockholder of the corporation demanding the information, when the demand is made during business hours. Every corporation that neglects or refuses to keep a statement available, as in this subsection required, shall forfeit to the State the sum of $25 for every day of such neglect or refusal.

      [5.] 6.  In every instance where an attorney or other agent of the stockholder seeks the right of inspection, the demand must be accompanied by a power of attorney signed by the stockholder authorizing the attorney or other agent to inspect on behalf of the stockholder.

      [6.] 7.  The right to copy records under subsection [2] 3 includes, if reasonable, the right to make copies by photographic, xerographic or other means.

      [7.] 8.  The corporation may impose a reasonable charge to recover the costs of labor and materials and the cost of copies of any records provided to the stockholder.

      Sec. 50.  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 last day of the first 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;

 


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      (c) The names and titles of the president, secretary and treasurer, or the equivalent thereof, and of all the directors of the corporation;

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

      (e) The [name and address of the lawfully designated resident agent of the corporation in this State;] information required pursuant to section 31 of this act; 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) A declaration under penalty of perjury that the corporation:

             (1) Has complied with the provisions of NRS 360.780; 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 with the Office of the Secretary of State.

      (b) A statement as to whether the corporation is a publicly traded company. If the corporation is a publicly traded company, the corporation must list its Central Index Key. The Secretary of State shall include on his Internet website the Central Index Key of a corporation provided pursuant to this paragraph and instructions describing the manner in which a member of the public may obtain information concerning the corporation from the Securities and Exchange Commission.

      4.  Upon filing the list required by:

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

      (b) Subsection 2, the corporation shall pay to the Secretary of State, 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

Ê 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 reflected on the annual or amended list of directors and officers, the corporation or the resigning director or officer shall pay to the Secretary of State a fee of $75 to file the resignation.

      6.  The Secretary of State shall, 90 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.

 


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required by subsection 2. Failure of any corporation to receive a notice or form does not excuse it from the penalty imposed by law.

      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 is not paid, the Secretary of State may return the list for correction or payment.

      8.  An annual list for a corporation not in default which is received by the Secretary of State more than 90 days before its due date shall be deemed an amended list for the previous year and must be accompanied by 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.

      Sec. 51.  NRS 78.175 is hereby amended to read as follows:

      78.175  1.  The Secretary of State shall notify, by providing written notice to its [resident] registered agent, each corporation deemed in default pursuant to NRS 78.170. The written notice:

      (a) Must include a statement indicating the amount of the filing fee, penalties incurred and costs remaining unpaid.

      (b) At the request of the [resident] registered agent, may be provided electronically.

      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 shall compile a complete list containing the names of all corporations whose right to transact business has been forfeited.

      4.  The Secretary of State shall forthwith notify, by providing written notice to its [resident] registered agent, each corporation specified in subsection 3 of the forfeiture of its charter. The written notice:

      (a) Must include a statement indicating the amount of the filing fee, penalties incurred and costs remaining unpaid.

      (b) At the request of the [resident] registered agent, may be provided electronically.

      5.  If the charter of a corporation is revoked and the right to transact business is forfeited as provided in subsection 2, all the property and assets of the defaulting domestic corporation must be held in trust by the directors of the corporation as for insolvent corporations, and the same proceedings may be had with respect thereto as are applicable to insolvent corporations. Any person interested may institute proceedings at any time after a forfeiture has been declared, but, if the Secretary of State reinstates the charter, the proceedings must at once be dismissed and all property restored to the officers of the corporation.

      6.  Where the assets are distributed, they must be applied in the following manner:

      (a) To the payment of the filing fee, penalties incurred and costs due the State;

      (b) To the payment of the creditors of the corporation; and

      (c) Any balance remaining, to distribution among the stockholders.

      Sec. 52.  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 or which forfeits its right to transact business pursuant to the provisions of this chapter and shall restore to the corporation its right to carry on business in this State, and to exercise its corporate privileges and immunities, if it:

 


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      (a) Files with the Secretary of State:

             (1) The list required by NRS 78.150;

             (2) The statement required by NRS 78.153, if applicable; and

             (3) [A certificate of acceptance of appointment signed by its resident agent;] The information required pursuant to section 31 of this act; 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;

             (2) The fee set forth in NRS 78.153, if applicable; and

             (3) A fee of $300 for reinstatement.

      2.  When the Secretary of State reinstates the corporation, he shall issue to the corporation a certificate of reinstatement if the corporation:

      (a) Requests a certificate of reinstatement; and

      (b) Pays the required fees pursuant to subsection [8] 7 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 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. 53.  NRS 78.275 is hereby amended to read as follows:

      78.275  1.  The directors may at such times and in such amount, as they may from time to time deem the interest of the corporation to require, levy and collect assessments upon the assessable stock of the corporation in the manner provided in this section.

      2.  Notice of each assessment must be given to the stockholders personally, or by publication once a week for at least 4 weeks, in some newspaper published in the county in which the [registered office or place of business] principal office of the corporation is located [,] or, if the principal office of the corporation is not located in this State, in Carson City, and in a newspaper published in the county wherein the property of the corporation is situated if in this State . [, and if no paper is published in either of those counties, then the newspaper published nearest to the registered office in the State.]

      3.  If , after the notice has been given, any stockholder defaults in the payment of the assessment upon the shares held by him, so many of those shares may be sold as will be necessary for the payment of the assessment upon all the shares held by him, together with all costs of advertising and expenses of sale. The sale of the shares must be made at the office of the corporation at public auction to the highest bidder, after a notice thereof published for 4 weeks as directed in this section, and a copy of the notice mailed to each delinquent stockholder if his address is known 4 weeks before the sale. At the sale the person who offers to pay the assessment so due, together with the expenses of advertising and sale, for the smallest number of shares, or portion of a share, as the case may be, shall be deemed the highest bidder.

      Sec. 54.  NRS 78.345 is hereby amended to read as follows:

      78.345  1.  If any corporation fails to elect directors within 18 months after the last election of directors required by NRS 78.330, the district court has jurisdiction in equity, upon application of any one or more stockholders holding stock entitling them to exercise at least 15 percent of the voting power, to order the election of directors in the manner required by NRS 78.330.

 


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holding stock entitling them to exercise at least 15 percent of the voting power, to order the election of directors in the manner required by NRS 78.330.

      2.  The application must be made by petition filed in the county where the [registered] principal office of the corporation is located or, if the principal office is not located in this State, in Carson City, and must be brought on behalf of all stockholders desiring to be joined therein. Such notice must be given to the corporation and the stockholders as the court may direct.

      3.  The directors elected pursuant to this section have the same rights, powers and duties and the same tenure of office as directors elected by the stockholders at the annual meeting held at the time prescribed therefor, next before the date of the election pursuant to this section, would have had.

      Sec. 55.  NRS 78.390 is hereby amended to read as follows:

      78.390  1.  [Every] Except as otherwise provided in section 34 of this act, every amendment to the articles of incorporation must be made in the following manner:

      (a) The board of directors must adopt a resolution setting forth the amendment proposed 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.

      (c) The certificate so signed must be filed with the Secretary of State.

      2.  Except as otherwise provided in this subsection, 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. The amendment does not have to be approved by the vote of the holders of shares representing a majority of the voting power of each class or series whose preference or rights are adversely affected by the amendment if the articles of incorporation specifically deny the right to vote on such an amendment.

      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.

 


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      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 is effective upon filing the certificate with the Secretary of State or upon a later date specified in the certificate, which must not be more 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 $175.

      Sec. 56.  NRS 78.403 is hereby amended to read as follows:

      78.403  1.  A corporation may restate, or amend and restate, in a single certificate the entire text of its articles of incorporation as amended by filing with the Secretary of State a certificate in the manner provided in this section. If the certificate alters or amends the articles in any manner, it must comply with the provisions of NRS 78.380, 78.385 and 78.390, as applicable.

      2.  If the certificate does not alter or amend the articles, it must be signed by an officer of the corporation and state that he has been authorized to sign the certificate by resolution of the board of directors adopted on the date stated, and that the certificate correctly sets forth the text of the articles of incorporation as amended to the date of the certificate.

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

      (a) The names, addresses, signatures and acknowledgments of the incorporators;

      (b) The names and addresses of the members of the past and present boards of directors; and

      (c) The [name and address of the resident agent.] information required pursuant to section 31 of this act.

      4.  Whenever a corporation is required to file a certified copy of its articles, in lieu thereof it may file a certified copy of the most recent certificate restating its articles as amended, subject to the provisions of subsection 2, together with certified copies of all certificates of amendment filed subsequent to the restated articles and certified copies of all certificates supplementary to the original articles.

 


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      5.  A certificate filed pursuant to this section is effective upon filing the certificate with the Secretary of State or upon a later date specified in the certificate, which must not be more than 90 days after the certificate is filed.

      Sec. 57.  NRS 78.630 is hereby amended to read as follows:

      78.630  1.  Whenever any corporation becomes insolvent or suspends its ordinary business for want of money to carry on the business, or if its business has been and is being conducted at a great loss and greatly prejudicial to the interest of its creditors or stockholders, any creditors holding 10 percent of the outstanding indebtedness, or stockholders owning 10 percent of the outstanding stock entitled to vote, may, by petition setting forth the facts and circumstances of the case, apply to the district court of the county in which the [registered] principal office of the corporation is located or, if the principal office is not located in this State, to the district court in Carson City for a writ of injunction and the appointment of a receiver or receivers or trustee or trustees.

      2.  The court, being satisfied by affidavit or otherwise of the sufficiency of the application and of the truth of the allegations contained in the petition and upon hearing after such notice as the court by order may direct, shall proceed in a summary way to hear the affidavits, proofs and allegations which may be offered in behalf of the parties.

      3.  If upon such inquiry it appears to the court that the corporation has become insolvent and is not about to resume its business in a short time thereafter, or that its business has been and is being conducted at a great loss and greatly prejudicial to the interests of its creditors or stockholders, so that its business cannot be conducted with safety to the public, it may issue an injunction to restrain the corporation and its officers and agents from exercising any of its privileges or franchises and from collecting or receiving any debts or paying out, selling, assigning or transferring any of its estate, money, lands, tenements or effects, except to a receiver appointed by the court, until the court otherwise orders.

      Sec. 58.  NRS 78.730 is hereby amended to read as follows:

      78.730  1.  Any corporation which did exist or is existing under the laws of this State may, upon complying with the provisions of NRS 78.180, 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 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 of the person designated as the resident agent of the corporation, his street address for the service of process, and his mailing address if different from his street address.] information required pursuant to section 31 of this act.

             (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.

 


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ê2007 Statutes of Nevada, Page 2650 (Chapter 480, SB 242)ê

 

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, or the equivalent thereof, and all of its directors and their 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 an officer of the corporation. The certificate must be approved by a majority of the voting power of the shares.

      3.  A corporation 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 stockholders of the corporation. The signing and filing of the certificate must be approved by the written consent of stockholders of the corporation holding at least a majority of the voting power and must contain a recital that this consent was secured. If no stock has been issued, the certificate must contain a statement of that fact, and a majority of the directors then in office may designate the person to sign the certificate. 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 therein named.

      Sec. 59.  NRS 78.750 is hereby amended to read as follows:

      78.750  1.  In any action commenced against any corporation in any court of this State, service of process may be made in the manner provided by law and rule of court for the service of civil process.

      2.  Service of process on a corporation whose charter has been revoked or which has been continued as a body corporate pursuant to NRS 78.585 may be made by mailing copies of the process and any associated records by certified mail, with return receipt requested, to:

      (a) The [resident] registered agent of the corporation, if there is one; and

      (b) Each officer and director of the corporation as named in the list last filed with the Secretary of State before the dissolution or expiration of the corporation or the forfeiture of its charter.

Ê The manner of serving process described in this subsection does not affect the validity of any other service authorized by law.

      Sec. 60.  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 $60.

      2.]  The fee for certifying a copy of articles of incorporation is $30.

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

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

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

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

      [7.] 6.  The fee for signing a certificate of corporate existence which lists the previous records relating to the corporation is $50.

 


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ê2007 Statutes of Nevada, Page 2651 (Chapter 480, SB 242)ê

 

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

      [9.] 8.  The fee for copies provided by the Office of the Secretary of State is $2 per page.

      [10.] 9.  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.] 10.  The fee for examining and provisionally approving any record at any time before the record is presented for filing is $125.

      Sec. 61.  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 register for that calendar year his willingness to serve as the [resident] registered 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] registered agent and be accompanied by a fee of $500 per office location of the [resident] registered 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 prescribing the content, maintenance and presentation of the list.

      Sec. 62.  NRS 80.004 is hereby amended to read as follows:

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

      Sec. 63.  NRS 80.010 is hereby amended to read as follows:

      80.010  1.  Before commencing or doing any business in this State, each corporation organized pursuant to the laws of another state, territory, the District of Columbia, a possession of the United States or a foreign country that enters this State to do business must:

      (a) File in the Office of the Secretary of State of this State:

             (1) A certificate of corporate existence issued not more than 90 days before the date of filing by an authorized officer of the jurisdiction of its incorporation setting forth the filing of records and instruments related to the articles of incorporation, or the governmental acts or other instrument or authority by which the corporation was created. If the certificate is in a language other than English, a translation, together with the oath of the translator and his attestation of its accuracy, must be attached to the certificate.

             (2) [A certificate of acceptance of appointment signed by its resident agent, who must be a resident or located in this State. The certificate must set forth the name of the resident agent, his street address for the service of process, and his mailing address if different from his street address.] The information required pursuant to section 31 of this act. The street address of the [resident] registered agent is the registered office of the corporation in this State.

 


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ê2007 Statutes of Nevada, Page 2652 (Chapter 480, SB 242)ê

 

             (3) A statement signed by an officer of the corporation setting forth:

                   (I) A general description of the purposes of the corporation; and

                   (II) The authorized stock of the corporation and the number and par value of shares having par value and the number of shares having no par value.

      (b) Lodge in the Office of the Secretary of State a copy of the record most recently filed by the corporation in the jurisdiction of its incorporation setting forth the authorized stock of the corporation, the number of par-value shares and their par value, and the number of no-par-value shares.

      2.  The Secretary of State shall not file the records required by subsection 1 for any foreign corporation whose name is not 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, unless the written, acknowledged consent of the holder of the name on file or reserved name to use the same name or the requested similar name accompanies the articles of incorporation.

      3.  For the purposes of this section and NRS 80.012, a proposed name is not distinguishable from a name on file or reserved solely because one or the other names contains distinctive lettering, a distinctive mark, a trademark or trade name, or any combination thereof.

      4.  The name of a foreign corporation whose charter has been revoked, which has merged and is not the surviving entity or whose existence has otherwise terminated is available for use by any other artificial person.

      5.  The Secretary of State shall not accept for filing the records required by subsection 1 or NRS 80.110 for any foreign corporation if the name of the corporation contains the words “engineer,” “engineered,” “engineering,” “professional engineer,” “registered engineer” or “licensed engineer” unless the State Board of Professional Engineers and Land Surveyors certifies that:

      (a) The principals of the corporation are licensed to practice engineering pursuant to the laws of this State; or

      (b) The corporation is exempt from the prohibitions of NRS 625.520.

      6.  The Secretary of State shall not accept for filing the records required by subsection 1 or NRS 80.110 for any foreign corporation if it appears from the records that the business to be carried on by the corporation is subject to supervision by the Commissioner of Financial Institutions, unless the Commissioner certifies that:

      (a) The corporation has obtained the authority required to do business in this State; or

      (b) The corporation is not subject to or is exempt from the requirements for obtaining such authority.

      7.  The Secretary of State shall not accept for filing the records required by subsection 1 or NRS 80.110 for any foreign corporation if the name of the corporation contains the word “accountant,” “accounting,” “accountancy,” “auditor” or “auditing” unless the Nevada State Board of Accountancy certifies that the foreign corporation:

      (a) Is registered pursuant to the provisions of chapter 628 of NRS; or

      (b) Has filed with the Nevada State Board of Accountancy under penalty of perjury a written statement that the foreign corporation is not engaged in the practice of accounting and is not offering to practice accounting in this State.

 


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ê2007 Statutes of Nevada, Page 2653 (Chapter 480, SB 242)ê

 

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

      Sec. 64.  NRS 80.060 is hereby amended to read as follows:

      80.060  Every foreign corporation owning property or doing business in this State shall appoint and keep in this State a [resident] registered agent as provided in NRS 14.020.

      Sec. 65.  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 signed by the new resident agent, which must be a part of or attached to 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 resident agent 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; and

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

Ê 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.

      6.]  If a [resident agent dies, resigns or moves from the State,] registered agent resigns pursuant to section 37 of this act or if a commercial registered agent terminates its listing as a commercial registered agent pursuant to section 33 of this act, the corporation, [within 30 days thereafter,] before the effective date of the resignation or termination, shall file with the Secretary of State a [certificate of acceptance signed by the new resident agent.

 


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ê2007 Statutes of Nevada, Page 2654 (Chapter 480, SB 242)ê

 

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.

      7.] statement of change of registered agent pursuant to section 34 of this act.

      2.  A corporation that fails to [file a certificate of acceptance signed by a new resident agent within 30 days after the death, resignation or removal of its resident agent] comply with subsection 1 shall be deemed in default and is subject to the provisions of NRS 80.150 and 80.160.

      3.  As used in this section, “commercial registered agent” has the meaning ascribed to it in section 5 of this act.

      Sec. 66.  NRS 80.090 is hereby amended to read as follows:

      80.090  If a foreign corporation doing business in this State maintains and keeps in the State a [resident] registered agent as provided by NRS 80.060 and files or has microfilmed the papers, records and instruments required by NRS 80.010 to 80.040, inclusive, the foreign corporation is entitled to the benefit of the laws of this State limiting the time for the commencement of civil actions.

      Sec. 67.  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 last day of the first 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 and addresses, either residence or business, of its president, secretary and treasurer, or the equivalent thereof, and all of its directors;

      (b) The [name and street address of the lawfully designated resident agent of the corporation in this State;] information required pursuant to section 31 of this act; and

      (c) The signature of an officer of the corporation.

[Ê]

      2.  Each list filed pursuant to [this] subsection 1 must be accompanied by [a] :

      (a) A declaration under penalty of perjury that the foreign corporation has complied with the provisions of NRS 360.780 and which acknowledges that pursuant to NRS 239.330, it is a category C felony to knowingly offer any false or forged instrument for filing with the Office of the Secretary of State. [Each list filed pursuant to this subsection must also be accompanied by a]

      (b) A statement as to whether the foreign corporation is a publicly traded company. If the corporation is a publicly traded company, the corporation must list its Central Index Key. The Secretary of State shall include on his Internet website the Central Index Key of a corporation provided pursuant to this subsection and instructions describing the manner in which a member of the public may obtain information concerning the corporation from the Securities and Exchange Commission.

      [2.] 3.  Upon filing:

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

 


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ê2007 Statutes of Nevada, Page 2655 (Chapter 480, SB 242)ê

 

      (b) Each annual list required by subsection 1, the corporation shall pay to the Secretary of State, 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

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

 

      [3.] 4.  If a director or officer of a corporation resigns and the resignation is not reflected on the annual or amended list of directors and officers, the corporation or the resigning director or officer shall pay to the Secretary of State a fee of $75 to file the resignation.

      [4.] 5.  The Secretary of State shall, 90 days before the last day for filing each annual list required by subsection 1, cause to be mailed to each corporation which is required to comply with the provisions of NRS 80.110 to 80.175, inclusive, and 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 80.175, inclusive.

      [5.] 6.  An annual list for a corporation not in default which is received by the Secretary of State more than 90 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. 68.  NRS 80.160 is hereby amended to read as follows:

      80.160  1.  The Secretary of State shall notify, by providing written notice to its [resident] registered agent, each corporation deemed in default pursuant to NRS 80.150. The written notice:

      (a) Must include a statement indicating the amount of the filing fee, penalties incurred and costs remaining unpaid.

      (b) At the request of the [resident] registered agent, may be provided electronically.

      2.  Immediately after the last day of the month in which the anniversary date of incorporation occurs, the Secretary of State shall compile a complete list containing the names of all corporations whose right to transact business has been forfeited.

      3.  The Secretary of State shall notify, by providing written notice to its [resident] registered agent, each corporation specified in subsection 2 of the forfeiture of its right to do business. The written notice:

      (a) Must include a statement indicating the amount of the filing fee, penalties incurred and costs remaining unpaid.

      (b) At the request of the [resident] registered agent, may be provided electronically.

      Sec. 69.  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 shall restore to the corporation its right to transact business in this State, and to exercise its corporate privileges and immunities, if it:

 


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ê2007 Statutes of Nevada, Page 2656 (Chapter 480, SB 242)ê

 

shall 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:

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

             (2) The statement required by NRS 80.115, if applicable; and

             (3) [A certificate of acceptance of appointment signed by its resident agent;] The information required pursuant to section 31 of this act; 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;

             (2) The fee set forth in NRS 80.115, if applicable; and

             (3) A fee of $300 for reinstatement.

      2.  When the Secretary of State reinstates the corporation, he shall issue to the corporation a certificate of reinstatement if the corporation:

      (a) Requests a certificate of reinstatement; and

      (b) Pays the required fees pursuant to subsection [8] 7 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 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 this chapter and has remained forfeited for a period of 5 consecutive years, the right is not subject to reinstatement.

      Sec. 70.  NRS 81.0025 is hereby amended to read as follows:

      81.0025  “Street address” of a [resident] registered agent means the actual physical location in this State at which a [resident] registered agent is available for service of process.

      Sec. 71.  NRS 81.040 is hereby amended to read as follows:

      81.040  Each corporation formed under NRS 81.010 to 81.160, inclusive, must prepare and file articles of incorporation in writing, setting forth:

      1.  The name of the corporation.

      2.  The purpose for which it is formed.

      3.  The [name of the person designated as the resident agent, the street address for the service of process, and the mailing address if different from the street address.] information required pursuant to section 31 of this act.

      4.  The term for which it is to exist, which may be perpetual.

      5.  If formed with stock, the amount of its stock and the number and par value, if any, and the shares into which it is divided, and the amount of common and of preferred stock that may be issued with the preferences, privileges, voting rights, restrictions and qualifications pertaining thereto.

      6.  The names and addresses of those selected to act as directors, not less than three, for the first year or until their successors have been elected and have accepted office.

      7.  Whether the property rights and interest of each member are equal or unequal, and if unequal the articles must set forth a general rule applicable to all members by which the property rights and interests of each member may be determined, but the corporation may admit new members who may vote and share in the property of the corporation with the old members, in accordance with the general rule.

      8.  The name and mailing or street address, either residence or business, of each of the incorporators signing the articles of incorporation.

 


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ê2007 Statutes of Nevada, Page 2657 (Chapter 480, SB 242)ê

 

      Sec. 72.  NRS 81.060 is hereby amended to read as follows:

      81.060  1.  The articles of incorporation must be:

      (a) Signed by three or more of the original members, a majority of whom must be residents of this State.

      (b) Filed [, together with a certificate of acceptance of appointment signed by the resident agent of the corporation,] in the Office of the Secretary of State in all respects in the same manner as other articles of incorporation are filed.

      2.  If a corporation formed under NRS 81.010 to 81.160, inclusive, is authorized to issue stock, there must be paid to the Secretary of State for filing the articles of incorporation the fee applicable to the amount of authorized stock of the corporation which the Secretary of State is required by law to collect upon the filing of articles of incorporation which authorize the issuance of stock.

      3.  The Secretary of State shall issue to the corporation over the Great Seal of the State a certificate that a copy of the articles containing the required statements of facts has been filed in his office.

      4.  Upon the issuance of the certificate by the Secretary of State, the persons signing the articles and their associates and successors are a body politic and corporate. When so filed, the articles of incorporation or certified copies thereof must be received in all the courts of this State, and other places, as prima facie evidence of the facts contained therein.

      Sec. 73.  NRS 81.200 is hereby amended to read as follows:

      81.200  1.  Each association formed under NRS 81.170 to 81.270, inclusive, shall prepare articles of association in writing, setting forth:

      (a) The name of the association.

      (b) The purpose for which it is formed.

      (c) The [name of the person designated as the resident agent, the street address for service of process, and the mailing address if different from the street address.] information required pursuant to section 31 of this act.

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

      (e) The names and addresses, either residence or business, of the directors selected for the first year.

      (f) The amount which each member is to pay upon admission as a fee for membership, and that each member signing the articles has actually paid the fee.

      (g) That the interest and right of each member therein is to be equal.

      (h) The name and address, either residence or business, of each of the persons signing the articles of association.

      2.  The articles of association must be signed by the original associates or members.

      3.  The articles so signed must be filed [, together with a certificate of acceptance of appointment signed by the resident agent for the association,] in the Office of the Secretary of State. From the time of the filing in the Office of the Secretary of State, the association may exercise all the powers for which it was formed.

      Sec. 74.  NRS 81.440 is hereby amended to read as follows:

      81.440  Each corporation formed under NRS 81.410 to 81.540, inclusive, shall prepare and file articles of incorporation in writing, setting forth:

      1.  The name of the corporation.

      2.  The purpose for which it is formed.

 


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      3.  The [name of the person designated as the resident agent, the street address for service of process, and the mailing address if different from the street address.] information required pursuant to section 31 of this act.

      4.  The term for which it is to exist, which may be perpetual.

      5.  The number of directors thereof, which must be not less than three and which may be any number in excess thereof, and the names and residences of those selected for the first year and until their successors have been elected and have accepted office.

      6.  Whether the voting power and the property rights and interest of each member are equal or unequal, and if unequal the articles must set forth a general rule applicable to all members by which the voting power and the property rights and interests of each member may be determined, but the corporation may admit new members who may vote and share in the property of the corporation with the old members, in accordance with the general rule.

      7.  The name and mailing or street address, either residence or business, of each of the incorporators signing the articles of incorporation.

      Sec. 75.  NRS 81.450 is hereby amended to read as follows:

      81.450  1.  The articles of incorporation must be:

      (a) Signed by three or more of the original members, a majority of whom must be residents of this State.

      (b) Filed [, together with a certificate of acceptance of appointment signed by the resident agent for the corporation,] in the Office of the Secretary of State in all respects in the same manner as other articles of incorporation are filed.

      2.  The Secretary of State shall issue to the corporation over the Great Seal of the State a certificate that a copy of the articles containing the required statements of facts has been filed in his office.

      3.  Upon the issuance of the certificate by the Secretary of State , the persons signing the articles and their associates and successors are a body politic and corporate. When so filed, the articles of incorporation or certified copies thereof must be received in all the courts of this State, and other places, as prima facie evidence of the facts contained therein.

      Sec. 76.  Chapter 82 of NRS is hereby amended by adding thereto a new section to read as follows:

      “Principal office” has the meaning ascribed to it in NRS 78.010.

      Sec. 77.  NRS 82.006 is hereby amended to read as follows:

      82.006  As used in this chapter, unless the context otherwise requires, the words and terms defined in NRS 82.011 to 82.044, inclusive, and section 76 of this act have the meanings ascribed to them in those sections.

      Sec. 78.  NRS 82.041 is hereby amended to read as follows:

      82.041  “Registered office” of a corporation means the office maintained at the street address of its [resident] registered agent.

      Sec. 79.  NRS 82.044 is hereby amended to read as follows:

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

      Sec. 80.  NRS 82.063 is hereby amended to read as follows:

      82.063  1.  The board of directors of a corporation without shares of stock which was organized before October 1, 1991, pursuant to any provision of chapter 81 of NRS or a predecessor statute and whose permissible term of existence as stated in the articles of incorporation has expired, may, within 10 years after the date of the expiration of its existence, elect to revive its charter and accept this chapter by adopting a resolution reviving the expired charter and adopting new articles of incorporation conforming to this chapter and any other statutes pursuant to which the corporation may have been organized.

 


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10 years after the date of the expiration of its existence, elect to revive its charter and accept this chapter by adopting a resolution reviving the expired charter and adopting new articles of incorporation conforming to this chapter and any other statutes pursuant to which the corporation may have been organized. The new articles of incorporation need not contain the names, addresses, signatures or acknowledgments of the incorporators.

      2.  A certificate of election to accept this chapter pursuant to this section must be signed by an officer of the corporation and must set forth:

      (a) The name of the corporation.

      (b) A statement by the corporation that it has elected to accept this chapter and adopt new articles of incorporation conforming to the provisions of this chapter and any other statutes pursuant to which the corporation may have been organized.

      (c) A statement by the corporation that since the expiration of its charter it has remained organized and continued to carry on the activities for which it was formed and authorized by its original articles of incorporation and amendments thereto, and desires to continue through revival its existence pursuant to and subject to the provisions of this chapter.

      (d) A statement that the attached copy of the articles of incorporation of the corporation are the new articles of incorporation of the corporation.

      (e) A statement setting forth the date of the meeting of the board of directors at which the election to accept and adopt was made, that a quorum was present at the meeting and that the acceptance and adoption were authorized by a majority vote of the directors present at the meeting.

      (f) The information required pursuant to section 31 of this act.

      3.  The certificate so signed [and a certificate of acceptance of appointment signed by the resident agent of the corporation] must be filed in the Office of the Secretary of State.

      4.  The new articles of incorporation become effective on the date of filing the certificate. The corporation’s existence continues from the date of expiration of the original term, with all the corporation’s rights, franchises, privileges and immunities and subject to all its existing and preexisting debts, duties and liabilities.

      Sec. 81.  NRS 82.081 is hereby amended to read as follows:

      82.081  1.  One or more natural persons may associate to establish a corporation no part of the income or profit of which is distributable to its members, directors or officers, except as otherwise provided in this chapter, for the transaction of any lawful business, or to promote or conduct any legitimate object or purpose, pursuant and subject to the requirements of this chapter, by [:

      (a) Signing] signing and filing in the Office of the Secretary of State articles of incorporation . [; and

      (b) Filing a certificate of acceptance of appointment, signed by the resident agent of the corporation, in the Office of the Secretary of State.]

      2.  The Secretary of State shall require articles of incorporation to be in the form prescribed by NRS 82.086. If any articles are defective in this respect, the Secretary of State shall return them for correction.

      Sec. 82.  NRS 82.086 is hereby amended to read as follows:

      82.086  The articles of incorporation must set forth:

      1.  The name of the corporation. A name appearing to be that of a natural person and containing a given name or initials must not be used as a corporate name except with an additional word or words such as “Incorporated,” “Inc.,”

 


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“Limited,” “Ltd.,” “Company,” “Co.,” “Corporation,” “Corp.,” or other word which identifies it as not being a natural person.

      2.  The [name of the person designated as the corporation’s resident agent, his street address where he maintains an office for service of process, and his mailing address if different from the street address.] information required pursuant to section 31 of this act.

      3.  That the corporation is a nonprofit corporation.

      4.  The nature of the business, or objects or purposes proposed to be transacted, promoted or carried on by the corporation. It is sufficient to state, either alone or with other purposes, that the corporation may engage in any lawful activity, subject to expressed limitations, if any. Such a statement makes all lawful activities within the objects or purposes of the corporation.

      5.  The names and mailing or street addresses, residence or business, of the first board of directors or trustees, together with any desired provisions relative to the right to change the number of directors.

      6.  The names and mailing or street address, residence or business, of each of the incorporators signing the articles of incorporation.

      Sec. 83.  NRS 82.111 is hereby amended to read as follows:

      82.111  1.  Upon the filing of the articles of incorporation [and the certificate of acceptance] pursuant to NRS 82.081 [,] and the payment of the filing fees, the Secretary of State shall issue to the corporation a certificate that the articles, containing the required statement of facts, have been filed in his office. Upon the filing of the articles, the corporation is a body corporate, by the name set forth in the articles, subject to the forfeiture of its charter and dissolution as provided in this chapter.

      2.  The filing of the articles does not, by itself, constitute commencement of business by the corporation.

      Sec. 84.  NRS 82.193 is hereby amended to read as follows:

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

      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 116.011 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 pursuant to NRS 116.31158 and paid the fees pursuant to NRS 116.31155, the Secretary of State shall reinstate the corporation if the corporation complies with the requirements for reinstatement as provided in this section and NRS 78.180 and 78.185.

      3.  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 $25;

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

      (c) The fee for reinstatement is $100.

      Sec. 85.  NRS 82.306 is hereby amended to read as follows:

      82.306  1.  If any corporation fails to elect directors within 18 months after the last election of directors required by NRS 82.286, the district court has jurisdiction in equity, upon application of any one or more of the members of the corporation representing 10 percent of the voting power of the members entitled to vote for the election of directors or for the election of delegates who are entitled to elect directors, or 50 members, whichever is less, to order the election of directors as required by NRS 82.286.

 


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members of the corporation representing 10 percent of the voting power of the members entitled to vote for the election of directors or for the election of delegates who are entitled to elect directors, or 50 members, whichever is less, to order the election of directors as required by NRS 82.286.

      2.  The application must be made by petition filed in the county where the [registered] principal office of the corporation is located or, if the principal office is not located in this State, in Carson City, and must be brought on behalf of all members desiring to be joined therein. Such notice must be given to the corporation and the members as the court may direct.

      Sec. 86.  NRS 82.356 is hereby amended to read as follows:

      82.356  1.  [Each] Except as otherwise provided in section 34 of this act, each amendment adopted pursuant to the provisions of NRS 82.351 must be made in the following manner:

      (a) The board of directors must adopt a resolution setting forth the amendment proposed, approve it and, if the corporation has members entitled to vote on an amendment to the articles, call a meeting, either annual or special, of the members. The amendment must also be approved by each public official or other person whose approval of an amendment of articles is required by the articles.

      (b) At the meeting of members, of which notice must be given to each member entitled to vote pursuant to the provisions of this section, a vote of the members entitled to vote in person or by proxy must be taken for and against the proposed amendment. A majority of a quorum of the voting power of the members or such greater proportion of the voting power of members as may be required in the case of a vote by classes, as provided in subsection 3, or as may be required by the articles, must vote in favor of the amendment.

      (c) Upon approval of the amendment by the directors, or if the corporation has members entitled to vote on an amendment to the articles, by both the directors and those members, and such other persons or public officers, if any, as are required to do so by the articles, an officer of the corporation must sign a certificate setting forth the amendment, or setting forth the articles as amended, that the public officers or other persons, if any, required by the articles have approved the amendment, and the vote of the members and directors by which the amendment was adopted.

      (d) The certificate so signed must be filed in the Office of the Secretary of State.

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

      3.  If any proposed amendment would alter or change any preference or any relative or other right given to any class of members, then the amendment must be approved by the vote, in addition to the affirmative vote otherwise required, of the holders of a majority of a quorum of the voting power of each class of members affected by the amendment regardless of limitations or restrictions on their voting power.

      4.  In the case of any specified amendments, the articles may require a larger vote of members than that required by this section.

      Sec. 87.  NRS 82.371 is hereby amended to read as follows:

      82.371  1.  A corporation may restate, or amend and restate, in a single certificate the entire text of its articles as amended by filing with the Secretary of State a certificate which must set forth the articles as amended to the date of the certificate.

 


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to the date of the certificate. If the certificate alters or amends the articles in any manner, it must comply with the provisions of NRS 82.346, 82.351 and 82.356, as applicable, and must be accompanied by a form prescribed by the Secretary of State setting forth which provisions of the articles of incorporation on file with the Secretary of State are being altered or amended.

      2.  If the certificate does not alter or amend the articles, it must be signed by an officer of the corporation and must state that he has been authorized to sign the certificate by resolution of the board of directors adopted on the date stated, and that the certificate correctly sets forth the text of the articles as amended to the date of the certificate.

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

      (a) The names, addresses, signatures and acknowledgments of the incorporators;

      (b) The names and addresses of the members of the past and present board of directors; and

      (c) The [name and address of the resident agent.] information required pursuant to section 31 of this act.

      4.  Whenever a corporation is required to file a certified copy of its articles, in lieu thereof it may file a certified copy of the most recent certificate restating its articles as amended, subject to the provisions of subsection 2, together with certified copies of all certificates of amendment filed after the restated articles and certified copies of all certificates supplementary to the original articles.

      5.  A certificate filed pursuant to this section is effective upon filing the certificate with the Secretary of State or upon a later date specified in the certificate, which must not be more than 90 days after the certificate is filed.

      Sec. 88.  NRS 82.471 is hereby amended to read as follows:

      82.471  1.  Whenever any corporation becomes insolvent or suspends its ordinary business for want of funds to carry on the business, or if its business has been and is being conducted at a great loss and greatly prejudicial to the interest of its creditors or members, creditors holding 10 percent of the outstanding indebtedness, or members, if any, having 10 percent of the voting power to elect directors, may, by petition or bill of complaint setting forth the facts and circumstances of the case, apply to the district court of the county in which the [registered] principal office of the corporation is located or to the district court in Carson City for a writ of injunction and the appointment of a receiver or receivers or trustee or trustees.

      2.  The court, being satisfied by affidavit or otherwise of the sufficiency of the application and of the truth of the allegations contained in the petition or bill, and upon hearing after such notice as the court by order may direct, shall proceed in a summary way to hear the affidavits, proofs and allegations which may be offered in behalf of the parties.

      3.  If upon the inquiry it appears to the court that the corporation has become insolvent and is not about to resume its business in a short time thereafter, or that its business has been and is being conducted at a great loss and greatly prejudicial to the interests of its creditors or members, so that its business cannot be conducted with safety to the public, it may issue an injunction to restrain the corporation and its officers and agents from exercising any of its privileges or franchises and from collecting or receiving any debts or paying out, selling, assigning or transferring any of its estate, money, funds, lands, tenements or effects, except to a receiver appointed by the court, until the court otherwise orders.

 


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money, funds, lands, tenements or effects, except to a receiver appointed by the court, until the court otherwise orders.

      Sec. 89.  NRS 82.486 is hereby amended to read as follows:

      82.486  1.  The persons described in subsections 2 and 3 may apply to the district court in the district where the corporation has its [registered office:] principal office or, if the principal office is not located in this State, to the district court in Carson City:

      (a) For an order dissolving the corporation and appointing a receiver to wind up its affairs, and by injunction restrain the corporation from exercising any of its powers or doing business whatsoever, except by or through a receiver appointed by the court; or

      (b) For such other equitable relief that is just and proper in the circumstances.

      2.  A member or members, if any, holding at least one-third of the voting power for the election of directors or a majority of the directors in office, may apply for the relief described in subsection 1 whenever it is established that:

      (a) The corporation has willfully violated its charter;

      (b) Its trustees or directors have been guilty of fraud or collusion or gross mismanagement in the conduct or control of its affairs;

      (c) Its trustees or directors have been guilty of misfeasance, malfeasance or nonfeasance;

      (d) The corporation is unable to conduct its activities or conserve its assets by reason of the act, neglect or refusal to function of any of the directors or trustees;

      (e) The assets of the corporation are in danger of waste, misapplication, sacrifice or loss;

      (f) The corporation has abandoned its business;

      (g) The corporation has not proceeded diligently to wind up its affairs or to distribute its assets in a reasonable time;

      (h) The corporation has become insolvent;

      (i) The corporation, although not insolvent, is for any cause not able to pay its debts or other obligations as they mature;

      (j) The corporation is not about to resume its business with safety to the public;

      (k) The period of corporate existence has expired and has not been lawfully extended;

      (l) The corporation has solicited property and has failed to use it for the purpose solicited;

      (m) The corporation has fraudulently used or solicited property; or

      (n) The corporation has exceeded its powers.

      3.  The Attorney General may apply for the relief described in subsection 1 whenever the corporation is a corporation for public benefit and whenever it is established that:

      (a) The corporation has willfully violated its charter;

      (b) Its trustees or directors have been guilty of fraud or collusion or gross mismanagement in the conduct or control of its affairs;

      (c) The corporation has abandoned its business;

      (d) The corporation has become insolvent;

      (e) The corporation, although not insolvent, is for any cause not able to pay its debts or other obligations as they mature;

 


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      (f) The corporation has solicited property and has failed to use it for the purpose solicited;

      (g) The corporation has fraudulently used or solicited property; or

      (h) The period of corporate existence has expired and has not been lawfully extended.

      4.  Any person or superior organization under which the corporation was formed, if expressly authorized to act by the articles, may apply for the relief described in subsection 1 pursuant to the grounds, if any, set forth in the articles.

      Sec. 90.  NRS 82.523 is hereby amended to read as follows:

      82.523  1.  Each foreign nonprofit corporation doing business in this State shall, on or before the last day of the first month after the filing of its application for registration as a foreign nonprofit corporation 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 name of the foreign nonprofit corporation;

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

      (c) The names and titles of the president, the secretary and the treasurer, or the equivalent thereof, and all the directors of the foreign nonprofit corporation;

      (d) The address, either residence or business, of the president, secretary and treasurer, or the equivalent thereof, and each director of the foreign nonprofit corporation;

      (e) The [name and address of its lawfully designated resident agent in this State;] information required pursuant to section 31 of this act; and

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

      2.  Each list filed pursuant to this section must be accompanied by a declaration under penalty of perjury that the foreign nonprofit corporation:

      (a) Has complied with the provisions of NRS 360.780; and

      (b) Acknowledges that pursuant to NRS 239.330, it is a category C felony to knowingly offer any false or forged instrument for filing with the Office of the Secretary of State.

      3.  Upon filing the initial list and each annual list pursuant to this section, the foreign nonprofit corporation must pay to the Secretary of State a fee of $25.

      4.  The Secretary of State shall, 60 days before the last day for filing each annual list, cause to be mailed to each foreign nonprofit corporation which is required to comply with the provisions of NRS 82.523 to 82.5239, inclusive, and which has not become delinquent, the blank forms to be completed and filed with him. Failure of any foreign nonprofit corporation to receive the forms does not excuse it from the penalty imposed by the provisions of NRS 82.523 to 82.5239, inclusive.

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

      6.  An annual list for a foreign nonprofit corporation not in default that is received by the Secretary of State more than 90 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.

 


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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. 91.  NRS 82.5236 is hereby amended to read as follows:

      82.5236  1.  The Secretary of State shall notify, by providing written notice to its [resident] registered agent, each foreign nonprofit corporation deemed in default pursuant to NRS 82.5235. The written notice:

      (a) Must include a statement indicating the amount of the filing fee, penalties incurred and costs remaining unpaid.

      (b) At the request of the [resident] registered agent, may be provided electronically.

      2.  Immediately after the last day of the month in which the anniversary date of incorporation occurs, the Secretary of State shall compile a complete list containing the names of all foreign nonprofit corporations whose right to transact business has been forfeited.

      3.  The Secretary of State shall notify, by providing written notice to its [resident] registered agent, each foreign nonprofit corporation specified in subsection 2 of the forfeiture of its right to transact business. The written notice:

      (a) Must include a statement indicating the amount of the filing fee, penalties incurred and costs remaining unpaid.

      (b) At the request of the [resident] registered agent, may be provided electronically.

      Sec. 92.  NRS 82.5237 is hereby amended to read as follows:

      82.5237  1.  Except as otherwise provided in subsections 3 and 4, the Secretary of State shall reinstate a foreign nonprofit corporation which has forfeited or which forfeits its right to transact business pursuant to the provisions of NRS 82.523 to 82.5239, inclusive, and restore to the foreign nonprofit 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 list as provided in NRS 82.523; and

      (b) Pays to the Secretary of State:

             (1) The filing fee and penalty set forth in NRS 82.523 and 82.5235 for each year or portion thereof that its right to transact business was forfeited; and

             (2) A fee of $100 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] 7 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 right to transact business occurred only by reason of failure to pay the fees and penalties.

      4.  If the right of a foreign nonprofit corporation to transact business in this State has been forfeited pursuant to the provisions of this chapter and has remained forfeited for a period of 5 consecutive years, the right to transact business must not be reinstated.

 


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      Sec. 93.  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.] information required pursuant to section 31 of this act.

             (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 mailing or 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 an officer of the corporation. 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 signing 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. 94.  NRS 84.006 is hereby amended to read as follows:

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

      Sec. 95.  NRS 84.020 is hereby amended to read as follows:

      84.020  An archbishop, bishop, president, trustee in trust, president of stake, president of congregation, overseer, presiding elder, district superintendent, other presiding officer or clergyman of a church or religious society or denomination, who has been chosen, elected or appointed in conformity with the constitution, canons, rites, regulations or discipline of the church or religious society or denomination, and in whom is vested the legal title to property held for the purposes, use or benefit of the church or religious society or denomination, may make and sign written articles of incorporation, in duplicate, and file one copy of the articles [, together with a certificate of acceptance of appointment signed by the resident agent of the corporation,] in the Office of the Secretary of State and retain possession of the other.

 


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ê2007 Statutes of Nevada, Page 2667 (Chapter 480, SB 242)ê

 

the church or religious society or denomination, and in whom is vested the legal title to property held for the purposes, use or benefit of the church or religious society or denomination, may make and sign written articles of incorporation, in duplicate, and file one copy of the articles [, together with a certificate of acceptance of appointment signed by the resident agent of the corporation,] in the Office of the Secretary of State and retain possession of the other.

      Sec. 96.  NRS 84.030 is hereby amended to read as follows:

      84.030  The articles of incorporation must specify:

      1.  The name of the corporation, which must be the name of the person making and subscribing the articles and the title of his office in the church or religious society, naming it if desired, and followed by the words “and his successors, a corporation sole,” or the title of his office in the church or religious society, naming it if desired, and followed by the words “and his successors, a corporation sole.”

      2.  The object of the corporation.

      3.  The title of the person making the articles, and the manner in which any vacancy occurring in the incumbency of an archbishop, bishop, president, trustee in trust, president of stake, president of congregation, overseer, presiding elder, district superintendent, other presiding officer or clergyman is required by the rules, regulations or discipline of such church, society or denomination to be filled.

      4.  The [name of the natural person or corporation designated as the corporation’s resident agent, the street address for the service of process, and the mailing address if different from the street address.] information required pursuant to section 31 of this act.

      Sec. 97.  NRS 84.110 is hereby amended to read as follows:

      84.110  1.  Every corporation sole must have a [resident] registered 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] The registered agent shall comply with the provisions of those sections.

      2.  [A corporation sole that fails to file a certificate of acceptance signed 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.]  A corporation sole 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

      (c) The fee for reinstatement is $100.

      Sec. 98.  NRS 84.120 is hereby amended to read as follows:

      84.120  1.  [A resident agent who wishes 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; and

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

Ê 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 signed 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.

 


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ê2007 Statutes of Nevada, Page 2668 (Chapter 480, SB 242)ê

 

certificate of acceptance signed 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,] registered agent resigns pursuant to section 37 of this act or if a commercial registered agent terminates its listing as a commercial registered agent pursuant to section 33 of this act, the corporation sole, [within 30 days thereafter,] before the effective date of the resignation or termination, shall file with the Secretary of State a [certificate of acceptance signed 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.] statement of change of registered agent pursuant to section 34 of this act.

      2.  A corporation sole that fails to [file a certificate of acceptance signed by the new resident agent within 30 days after the death, resignation or removal of its former resident agent] comply with subsection 1 shall be deemed in default and is subject to the provisions of NRS 84.130 and 84.140.

      3.  As used in this section, “commercial registered agent” has the meaning ascribed to it in section 5 of this act.

      Sec. 99.  NRS 84.140 is hereby amended to read as follows:

      84.140  1.  The Secretary of State shall notify, by providing written notice to its [resident] registered agent, each corporation sole deemed in default pursuant to the provisions of this chapter. The notice:

      (a) Must include a statement indicating the amount of the filing fee, penalties incurred and costs remaining unpaid.

      (b) At the request of the [resident] registered agent, may be provided electronically.

      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 sole 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 corporations sole whose right to transact business has been forfeited.

      4.  The Secretary of State shall forthwith notify, by providing written notice to its [resident] registered agent, each corporation specified in subsection 3 of the forfeiture of its charter. The written notice:

      (a) Must include a statement indicating the amount of the filing fee, penalties incurred and costs remaining unpaid.

      (b) At the request of the [resident] registered agent, may be provided electronically.

 


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ê2007 Statutes of Nevada, Page 2669 (Chapter 480, SB 242)ê

 

      Sec. 100.  NRS 84.150 is hereby amended to read as follows:

      84.150  1.  Except as otherwise provided in subsections 3 and 4, the Secretary of State shall reinstate any corporation sole 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 corporate privileges and immunities, if it:

      (a) Files with the Secretary of State [a certificate of acceptance of appointment signed by the resident agent of the corporation;] the information required pursuant to section 31 of this act; and

      (b) Pays to the Secretary of State:

             (1) The filing fees and penalties set forth in this chapter for each year or portion thereof during which its charter has been revoked; and

             (2) A fee of $25 for reinstatement.

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

      (a) Immediately issue and deliver to the corporation 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 corporation 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 its charter occurred only by reason of its 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 10 consecutive years, the charter must not be reinstated.

      Sec. 101.  Chapter 86 of NRS is hereby amended by adding thereto a new section to read as follows:

      “Registered agent” has the meaning ascribed to it in section 24 of this act.

      Sec. 102.  NRS 86.011 is hereby amended to read as follows:

      86.011  As used in this chapter, unless the context otherwise requires, the words and terms defined in NRS 86.022 to 86.128, inclusive, and section 101 of this act have the meanings ascribed to them in those sections.

      Sec. 103.  NRS 86.121 is hereby amended to read as follows:

      86.121  “Registered office” of a limited-liability company means the office maintained at the street address of its [resident] registered agent.

      Sec. 104.  NRS 86.128 is hereby amended to read as follows:

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

      Sec. 105.  NRS 86.151 is hereby amended to read as follows:

      86.151  1.  One or more persons may form a limited-liability company by [:

      (a) Signing] signing and filing with the Secretary of State articles of organization for the company . [; and

      (b) Filing with the Secretary of State a certificate of acceptance of appointment, signed by the resident agent of the company.]

      2.  Upon the filing of the articles of organization [and the certificate of acceptance] with the Secretary of State [,] and the payment to him of the required filing fees, the Secretary of State shall issue to the company a certificate that the articles, containing the required statement of facts, have been filed.

 


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ê2007 Statutes of Nevada, Page 2670 (Chapter 480, SB 242)ê

 

required filing fees, the Secretary of State shall issue to the company a certificate that the articles, containing the required statement of facts, have been filed.

      3.  A signer of the articles of organization or a manager designated in the articles does not thereby become a member of the company. At all times after commencement of business by the company, the company must have one or more members. The filing of the articles does not, by itself, constitute commencement of business by the company.

      Sec. 106.  NRS 86.161 is hereby amended to read as follows:

      86.161  1.  The articles of organization must set forth:

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

      (b) The [name and complete street address of its resident agent, and the mailing address of the resident agent if different from the street address;] information required pursuant to section 31 of this act;

      (c) The name and address, either residence or business, of each of the organizers signing the articles;

      (d) If the company is to be managed by:

             (1) One or more managers, the name and address, either residence or business, of each initial manager; or

             (2) The members, the name and address, either residence or business, of each initial member; and

      (e) If the company is to have one or more series of members and the debts or liabilities of any series are to be enforceable against the assets of that series only and not against the assets of another series or the company generally, a statement to that effect and a statement:

             (1) Setting forth the relative rights, powers and duties of the series; or

             (2) Indicating that the relative rights, powers and duties of the series will be set forth in the operating agreement or established as provided in the operating agreement.

      2.  The articles may set forth any other provision, not inconsistent with law, which the members elect to set out in the articles of organization for the regulation of the internal affairs of the company, including any provisions which under this chapter are required or permitted to be set out in the operating agreement of the company.

      3.  It is not necessary to set out in the articles of organization:

      (a) The rights of the members to contract debts on behalf of the limited-liability company if the limited-liability company is managed by its members;

      (b) The rights of the manager or managers to contract debts on behalf of the limited-liability company if the limited-liability company is managed by a manager or managers; or

      (c) Any of the powers enumerated in this chapter.

      Sec. 107.  NRS 86.201 is hereby amended to read as follows:

      86.201  1.  A limited-liability company is considered legally organized pursuant to this chapter upon:

      (a) Filing the articles of organization with the Secretary of State or upon a later date specified in the articles of organization; and

      (b) [Filing the certificate of acceptance of the resident agent with the Secretary of State; and

      (c)] Paying the required filing fees to the Secretary of State.

      2.  A limited-liability company must not transact business or incur indebtedness, except that which is incidental to its organization or to obtaining subscriptions for or payment of contributions, until the company is considered legally organized pursuant to subsection 1.

 


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ê2007 Statutes of Nevada, Page 2671 (Chapter 480, SB 242)ê

 

obtaining subscriptions for or payment of contributions, until the company is considered legally organized pursuant to subsection 1.

      Sec. 108.  NRS 86.221 is hereby amended to read as follows:

      86.221  1.  The articles of organization of a limited-liability company may be amended for any purpose, not inconsistent with law, as determined by all of the members or permitted by the articles or an operating agreement.

      2.  [An] Except as otherwise provided in section 34 of this act, an amendment must be made in the form of a certificate setting forth:

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

      (b) Whether the limited-liability company is managed by managers or members; and

      (c) The amendment to the articles of organization.

      3.  The certificate of amendment must be signed by a manager of the company or, if management is not vested in a manager, by a member.

      4.  Restated articles of organization may be signed and filed in the same manner as a certificate of amendment. If the certificate alters or amends the articles in any manner, it must be accompanied by a form prescribed by the Secretary of State setting forth which provisions of the articles of organization on file with the Secretary of State are being altered or amended.

      5.  The following may be omitted from the restated articles of organization:

      (a) The names, addresses, signatures and acknowledgments of the organizers;

      (b) The names and addresses of the past and present members or managers; and

      (c) The [name and address of the resident agent.] information required pursuant to section 31 of this act.

      Sec. 109.  NRS 86.231 is hereby amended to read as follows:

      86.231  [1.  Except during any period of vacancy described in NRS 86.251, a] A limited-liability company shall have a [resident] registered agent who must have a street address for the service of process. The street address of the [resident] registered agent is the registered office of the limited-liability company in this State.

      [2.  Within 30 days after changing the location of his office from one address to another in this State, a resident agent shall file a certificate with the Secretary of State setting forth the names of the limited-liability companies represented by him, the address at which he has maintained the office for each of the limited-liability companies, and the new address to which the office is transferred.]

      Sec. 110.  NRS 86.251 is hereby amended to read as follows:

      86.251  1.  [A resident agent 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 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.

Ê 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.

 


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ê2007 Statutes of Nevada, Page 2672 (Chapter 480, SB 242)ê

 

service of process, and mailing address if different from the street address. A certificate of acceptance signed 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,] registered agent resigns pursuant to section 37 of this act or if a commercial registered agent terminates its listing as a commercial registered agent pursuant to section 33 of this act, the limited-liability company, [within 30 days thereafter,] before the effective date of the resignation or termination, shall file with the Secretary of State a [certificate of acceptance signed 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.] statement of change of registered agent pursuant to section 34 of this act.

      2.  Each limited-liability company which fails to [file a certificate of acceptance signed by the new resident agent within 30 days after the death, resignation or removal of its resident agent as provided in subsection 4] comply with subsection 1 shall be deemed in default and is subject to the provisions of NRS 86.272 and 86.274.

      3.  As used in this section, “commercial registered agent” has the meaning ascribed to it in section 5 of this act.

      Sec. 111.  NRS 86.261 is hereby amended to read as follows:

      86.261  1.  The [resident] registered agent appointed by a limited-liability company is an agent of the company upon whom any process, notice or demand required or permitted by law to be served upon the company may be served.

      2.  This section does not limit or affect the right to serve any process, notice or demand required or permitted by law to be served upon a limited-liability company in any other manner permitted by law.

      Sec. 112.  NRS 86.263 is hereby amended to read as follows:

      86.263  1.  A limited-liability company shall, on or before the last day of the first 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;

      (c) The names and titles of all of its managers or, if there is no manager, all of its managing members;

      (d) The 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 its lawfully designated resident agent in this State;] information required pursuant to section 31 of this act; and

 


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ê2007 Statutes of Nevada, Page 2673 (Chapter 480, SB 242)ê

 

      (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.

      3.  Each list required by subsections 1 and 2 must be accompanied by a declaration under penalty of perjury that the limited-liability company:

      (a) Has complied with the provisions of NRS 360.780; and

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

      (b) Each annual list required by subsection 2, the limited-liability company shall pay to the Secretary of State a fee of $125.

      5.  If a manager or managing member of a limited-liability company resigns and the resignation is not reflected on the annual or amended list of managers and managing members, the limited-liability company or the resigning manager or managing member shall pay to the Secretary of State a fee of $75 to file the resignation.

      6.  The Secretary of State shall, 90 days before the last day for filing each list required by subsection 2, cause to be mailed to each limited-liability company which is required to comply with the provisions of this section, and 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. Failure of any company to receive a notice or form does not excuse it from the penalty imposed by law.

      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.

      8.  An annual list for a limited-liability company not in default received by the Secretary of State more than 90 days before its due date shall be deemed an amended list for the previous year.

      Sec. 113.  NRS 86.274 is hereby amended to read as follows:

      86.274  1.  The Secretary of State shall notify, by providing written notice to its [resident] registered agent, each limited-liability company deemed in default pursuant to the provisions of this chapter. The written notice:

      (a) Must include a statement indicating the amount of the filing fee, penalties incurred and costs remaining unpaid.

      (b) At the request of the [resident] registered agent, may be provided electronically.

      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 State shall compile a complete list containing the names of all limited-liability companies whose right to transact business has been forfeited.

 


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ê2007 Statutes of Nevada, Page 2674 (Chapter 480, SB 242)ê

 

      4.  The Secretary of State shall forthwith notify, by providing written notice to its [resident] registered agent, each limited-liability company specified in subsection 3 of the forfeiture of its charter. The written notice:

      (a) Must include a statement indicating the amount of the filing fee, penalties incurred and costs remaining unpaid.

      (b) At the request of the [resident] registered agent, may be provided electronically.

      5.  If the charter of a limited-liability company is revoked and the right to transact business is forfeited, all of the property and assets of the defaulting company must be held in trust by the managers or, if none, by the members of the company, and the same proceedings may be had with respect to its property and assets as apply to the dissolution of a limited-liability company pursuant to NRS 86.505 and 86.521. Any person interested may institute proceedings at any time after a forfeiture has been declared, but, if the Secretary of State reinstates the charter, the proceedings must be dismissed and all property restored to the company.

      6.  If the assets are distributed, they must be applied in the following manner:

      (a) To the payment of the filing fee, penalties incurred and costs due to the State; and

      (b) To the payment of the creditors of the company.

Ê Any balance remaining must be distributed among the members as provided in subsection 1 of NRS 86.521.

      Sec. 114.  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 or which forfeits its right to transact business pursuant to the provisions of this chapter and shall 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:

             (1) The list required by NRS 86.263;

             (2) The statement required by NRS 86.264, if applicable; and

             (3) [A certificate of acceptance of appointment signed by its resident agent;] The information required pursuant to section 31 of this act; 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;

             (2) The fee set forth in NRS 86.264, if applicable; and

             (3) A fee of $300 for reinstatement.

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

      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 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.

 


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ê2007 Statutes of Nevada, Page 2675 (Chapter 480, SB 242)ê

 

      Sec. 115.  NRS 86.544 is hereby amended to read as follows:

      86.544  Before transacting business in this State, a foreign limited-liability company must register with the Secretary of State. In order to register, a foreign limited-liability company must submit to the Secretary of State an application for registration as a foreign limited-liability company, signed by a manager of the company or, if management is not vested in a manager, a member of the company . [and a signed certificate of acceptance of a resident agent.] The application for registration must set forth:

      1.  The name of the foreign limited-liability company and, if different, the name under which it proposes to register and transact business in this State;

      2.  The state and date of its formation;

      3.  The [name and address of the resident agent in this State whom the foreign limited-liability company elects to appoint;] information required pursuant to section 31 of this act;

      4.  A statement that the Secretary of State is appointed the agent of the foreign limited-liability company for service of process if the authority of the [resident] registered agent has been revoked, or if the [resident] registered agent has resigned or cannot be found or served with the exercise of reasonable diligence;

      5.  The address of the office required to be maintained in the state of its organization by the laws of that state or, if not so required, of the principal office of the foreign limited-liability company;

      6.  The name and business address of each manager or, if management is not vested in a manager, each member;

      7.  The address of the office at which is kept a list of the names and addresses of the members and their capital contributions, together with an undertaking by the foreign limited-liability company to keep those records until the registration in this State of the foreign limited-liability company is cancelled or withdrawn; and

      8.  If the foreign limited-liability company has one or more series of members and if the debts or liabilities of a series are enforceable against the assets of that series only and not against the assets of the company generally or another series, a statement to that effect.

      Sec. 116.  NRS 86.5461 is hereby amended to read as follows:

      86.5461  1.  Each foreign limited-liability company doing business in this State shall, on or before the last day of the first month after the filing of its application for registration as a foreign limited-liability company 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 name of the foreign limited-liability company;

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

      (c) The names and titles of all its managers or, if there is no manager, all its managing members;

      (d) The address, either residence or business, of each manager or managing member listed pursuant to paragraph (c);

      (e) The [name and street address of its lawfully designated resident agent in this State;] information required pursuant to section 31 of this act; and

 


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ê2007 Statutes of Nevada, Page 2676 (Chapter 480, SB 242)ê

 

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

      2.  Each list filed pursuant to this section must be accompanied by a declaration under penalty of perjury that the foreign limited-liability company:

      (a) Has complied with the provisions of NRS 360.780; and

      (b) Acknowledges that pursuant to NRS 239.330, it is a category C felony to knowingly offer any false or forged instrument for filing with the Office of the Secretary of State.

      3.  Upon filing:

      (a) The initial list required by this section, the foreign limited-liability company shall pay to the Secretary of State a fee of $125.

      (b) Each annual list required by this section, the foreign limited-liability company shall pay to the Secretary of State a fee of $125.

      4.  If a manager or managing member of a foreign limited-liability company resigns and the resignation is not reflected on the annual or amended list of managers and managing members, the foreign limited-liability company or the resigning manager or managing member shall pay to the Secretary of State a fee of $75 to file the resignation.

      5.  The Secretary of State shall, 90 days before the last day for filing each annual list required by this section, cause to be mailed to each foreign limited-liability company which is required to comply with the provisions of NRS 86.5461 to 86.5468, inclusive, and which has not become delinquent, the blank forms to be completed and filed with him. Failure of any foreign limited-liability company to receive the forms does not excuse it from the penalty imposed by the provisions of NRS 86.5461 to 86.5468, inclusive.

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

      7.  An annual list for a foreign limited-liability company not in default which is received by the Secretary of State more than 90 days before its due date [must] shall be deemed an amended list for the previous year and does not satisfy the requirements of this section for the year to which the due date is applicable.

      Sec. 117.  NRS 86.5466 is hereby amended to read as follows:

      86.5466  1.  The Secretary of State shall notify, by providing written notice to its [resident] registered agent, each foreign limited-liability company deemed in default pursuant to NRS 86.5465. The written notice:

      (a) Must include a statement indicating the amount of the filing fee, penalties incurred and costs remaining unpaid.

      (b) At the request of the [resident] registered agent, may be provided electronically.

      2.  Immediately after the last day of the month in which the anniversary date of its organization occurs, the Secretary of State shall compile a complete list containing the names of all foreign limited-liability companies whose right to transact business has been forfeited.

      3.  The Secretary of State shall notify, by providing written notice to its [resident] registered agent, each foreign limited-liability company specified in subsection 2 of the forfeiture of its right to transact business. The written notice:

 


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ê2007 Statutes of Nevada, Page 2677 (Chapter 480, SB 242)ê

 

      (a) Must include a statement indicating the amount of the filing fee, penalties incurred and costs remaining unpaid.

      (b) At the request of the [resident] registered agent, may be provided electronically.

      Sec. 118.  NRS 86.5467 is hereby amended to read as follows:

      86.5467  1.  Except as otherwise provided in subsections 3 and 4, the Secretary of State shall reinstate a foreign limited-liability company which has forfeited or which forfeits its right to transact business under the provisions of this chapter and shall restore to the foreign limited-liability company its right to transact business in this State, and to exercise its privileges and immunities, if it:

      (a) Files with the Secretary of State:

             (1) The list required by NRS 86.5461;

             (2) The statement required by NRS 86.5462, if applicable; and

             (3) [A certificate of acceptance of appointment signed by its resident agent;] The information required pursuant to section 31 of this act; and

      (b) Pays to the Secretary of State:

             (1) The filing fee and penalty set forth in NRS 86.5461 and 86.5465 for each year or portion thereof that its right to transact business was forfeited;

             (2) The fee set forth in NRS 86.5462, if applicable; and

             (3) A fee of $300 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.

      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 foreign limited-liability company to transact business in this State has been forfeited pursuant to the provisions of this chapter and has remained forfeited for a period of 5 consecutive years, the right must not be reinstated.

      Sec. 119.  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, $75;

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

      (c) Filing the articles of dissolution of a domestic or foreign company, $75;

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

      (e)] Certifying a copy of articles of organization or an amendment to the articles, $30;

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

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

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

      [(i)] (h) Signing, filing or certifying any other record, $50; and

 


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ê2007 Statutes of Nevada, Page 2678 (Chapter 480, SB 242)ê

 

      [(j)] (i) Copies provided by the Office of the Secretary of State, $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, $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. 120.  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.] information required pursuant to section 31 of this act.

             (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 mailing 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 signing 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.

      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 of the limited-liability company therein named.

 


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ê2007 Statutes of Nevada, Page 2679 (Chapter 480, SB 242)ê

 

      Sec. 121.  NRS 87.008 is hereby amended to read as follows:

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

      Sec. 122.  NRS 87.440 is hereby amended to read as follows:

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

      (a) The name of the partnership.

      (b) The street address of its principal office.

      (c) The [name of the person designated as the partnership’s resident agent, 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 than his street address.] information required pursuant to section 31 of this act.

      (d) The name and business address of each managing partner in this State.

      (e) A brief statement of the professional service rendered by the partnership.

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

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

      2.  The certificate of registration must be signed by a majority in interest of the partners or by one or more partners authorized to sign such a certificate.

      3.  The certificate of registration must be accompanied by a fee of $75.

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

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

      Sec. 123.  NRS 87.480 is hereby amended to read as follows:

      87.480  [1.  Except during the period described in subsection 3, a] A registered limited-liability partnership must have a [resident] registered agent who resides or is located in this State. A [resident] registered agent must have a street address for the service of process that is the principal office of the registered limited-liability company in this State, and may have a separate mailing address that is different from his street address.

      [2.  A resident agent for a registered limited-liability partnership shall file a certificate of acceptance with the Secretary of State.

      3.  A resident agent shall, within 30 days after changing the location of his office from one address to another address in this State, file a certificate with the Secretary of State that sets forth the names of the registered limited-liability partnerships represented by the agent and the new address of his office.]

      Sec. 124.  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; and

 


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ê2007 Statutes of Nevada, Page 2680 (Chapter 480, SB 242)ê

 

      (c) [If the location of its principal office will be changed, the] The street address of its new 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.

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

      3.] 2.  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 $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.] 3.  A change authorized by this section becomes effective upon the filing of the proper certificate of change.

      Sec. 125.  NRS 87.500 is hereby amended to read as follows:

      87.500  1.  [A resident agent who wishes 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 registered limited-liability partnership 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.

Ê 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,] registered agent resigns pursuant to section 37 of this act or if a commercial registered agent terminates its listing as a commercial registered agent pursuant to section 33 of this act, the registered limited-liability partnership shall, [within 30 days thereafter,] before the effective date of the resignation or termination, file with the Secretary of State a [certificate of acceptance, signed by the new resident agent.

 


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ê2007 Statutes of Nevada, Page 2681 (Chapter 480, SB 242)ê

 

registered agent pursuant to section 33 of this act, the registered limited-liability partnership shall, [within 30 days thereafter,] before the effective date of the resignation or termination, file with the Secretary of State a [certificate of acceptance, signed 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.] statement of change of registered agent pursuant to section 34 of this act.

      2.  If a registered limited-liability partnership fails to [file a certificate of acceptance within the period required by subsection 4,] comply with subsection 1, it is in default and is subject to the provisions of NRS 87.520.

      3.  As used in this section, “commercial registered agent” has the meaning ascribed to it in section 5 of this act.

      Sec. 126.  NRS 87.510 is hereby amended to read as follows:

      87.510  1.  A registered limited-liability partnership shall, on or before the last day of the first 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;

      (c) The names of all of its managing partners;

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

      (e) The [name and street address of its lawfully designated resident agent in this State;] information required pursuant to section 31 of this act; and

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

Ê 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 NRS 360.780 [and which acknowledges] , an acknowledgment 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.

      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 $125.

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

      3.  If a managing partner of a registered limited-liability partnership resigns and the resignation is not reflected on the annual or amended list of managing partners, the registered limited-liability partnership or the resigning managing partner shall pay to the Secretary of State a fee of $75 to file the resignation.

      4.  The Secretary of State shall, at least 90 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.

 


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ê2007 Statutes of Nevada, Page 2682 (Chapter 480, SB 242)ê

 

      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.

      6.  An annual list that is filed by a registered limited-liability partnership which is not in default more than 90 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. 127.  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.  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 116.011 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 partnership has registered pursuant to NRS 116.31158 and paid the fees pursuant to NRS 116.31155, the Secretary of State shall reinstate the registered limited-liability partnership if the registered limited-liability partnership complies with the requirements for reinstatement as provided in this section and NRS 87.530.

      3.  Any registered limited-liability partnership that is in default pursuant to this section must, in addition to the fee required to be paid pursuant to NRS 87.510, pay a penalty of $75.

      4.  The Secretary of State shall provide written notice to the [resident] registered agent of any registered limited-liability partnership that is in default. The written notice:

      (a) Must include the amount of any payment that is due from the registered limited-liability partnership.

      (b) At the request of the [resident] registered agent, may be provided electronically.

      5.  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 immediately after the last day of the month in which the anniversary date of the filing of the certificate of registration occurs, and the Secretary of State shall notify the registered limited-liability partnership, by providing written notice to its [resident] registered agent or, if the registered limited-liability partnership does not have a [resident] registered agent, to a managing partner, that its certificate of registration is revoked. The written notice:

      (a) Must include the amount of any fees and penalties incurred that are due.

      (b) At the request of the [resident] registered agent or managing partner, may be provided electronically.

      Sec. 128.  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:

 


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ê2007 Statutes of Nevada, Page 2683 (Chapter 480, SB 242)ê

 

      (a) Files with the Secretary of State:

             (1) The information required by NRS 87.510; and

             (2) [A certificate of acceptance of appointment signed by its resident agent;] The information required pursuant to section 31 of this act; and

      (b) Pays to the Secretary of State:

             (1) The fee required to be paid pursuant to NRS 87.510;

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

             (3) A reinstatement fee of $300.

      2.  When the Secretary of State reinstates the registered limited-liability partnership, he shall issue to the registered limited-liability partnership 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.

      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 the provisions of this chapter at least 5 years before the date of the proposed reinstatement.

      Sec. 129.  NRS 87.541 is hereby amended to read as follows:

      87.541  1.  Each foreign registered limited-liability partnership doing business in this State shall, on or before the last day of the first month after the filing of its application for registration as a foreign registered limited-liability partnership 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 name of the foreign registered limited-liability partnership;

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

      (c) The names of all its managing partners;

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

      (e) The [name and street address of its lawfully designated resident agent in this State;] information required pursuant to section 31 of this act; and

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

      2.  Each list filed pursuant to this section must be accompanied by a declaration under penalty of perjury that the foreign registered limited-liability partnership:

      (a) Has complied with the provisions of NRS 360.780; and

      (b) 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.

      3.  Upon filing:

      (a) The initial list required by this section, the foreign registered limited-liability partnership shall pay to the Secretary of State a fee of $125.

      (b) Each annual list required by this section, the foreign registered limited-liability partnership shall pay to the Secretary of State a fee of $125.

      4.  If a managing partner of a foreign registered limited-liability partnership resigns and the resignation is not reflected on the annual or amended list of managing partners, the foreign registered limited-liability partnership or the managing partner shall pay to the Secretary of State a fee of $75 to file the resignation.

 


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ê2007 Statutes of Nevada, Page 2684 (Chapter 480, SB 242)ê

 

      5.  The Secretary of State shall, 90 days before the last day for filing each annual list required by subsection 1, cause to be mailed to each foreign registered limited-liability partnership which is required to comply with the provisions of NRS 87.541 to 87.544, inclusive, and which has not become delinquent, the blank forms to be completed and filed with him. Failure of any foreign registered limited-liability partnership to receive the forms does not excuse it from the penalty imposed by the provisions of NRS 87.541 to 87.544, inclusive.

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

      7.  An annual list for a foreign registered limited-liability partnership not in default which is received by the Secretary of State more than 90 days before its due date [must] 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. 130.  NRS 87.543 is hereby amended to read as follows:

      87.543  1.  The Secretary of State shall notify, by providing written notice to its [resident] registered agent, each foreign registered limited-liability partnership deemed in default pursuant to NRS 87.5425. The written notice:

      (a) Must include a statement indicating the amount of the filing fee, penalties incurred and costs remaining unpaid.

      (b) At the request of the [resident] registered agent, may be provided electronically.

      2.  Immediately after the last day of the month in which the anniversary date of its registration occurs, the Secretary of State shall compile a complete list containing the names of all foreign registered limited-liability partnerships whose right to transact business has been forfeited.

      3.  The Secretary of State shall notify, by providing written notice to its [resident] registered agent, each foreign registered limited-liability partnership specified in subsection 2 of the forfeiture of its right to transact business. The written notice:

      (a) Must include a statement indicating the amount of the filing fee, penalties incurred and costs remaining unpaid.

      (b) At the request of the [resident] registered agent, may be provided electronically.

      Sec. 131.  NRS 87.5435 is hereby amended to read as follows:

      87.5435  1.  Except as otherwise provided in subsections 3 and 4, the Secretary of State shall reinstate a foreign registered limited-liability partnership which has forfeited or which forfeits its right to transact business under the provisions of this chapter and shall restore to the foreign registered limited-liability partnership its right to transact business in this State, and to exercise its privileges and immunities, if it:

      (a) Files with the Secretary of State [:

             (1) The] the list required by NRS 87.541; 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 87.541 and 87.5425 for each year or portion thereof that its right to transact business was forfeited; and

 


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ê2007 Statutes of Nevada, Page 2685 (Chapter 480, SB 242)ê

 

             (2) A fee of $300 for reinstatement.

      2.  When the Secretary of State reinstates the foreign registered limited-liability partnership, he shall issue to the foreign registered limited-liability partnership a certificate of reinstatement if the foreign registered limited-liability partnership:

      (a) Requests a certificate of reinstatement; and

      (b) Pays the required fees pursuant to NRS 87.550.

      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 foreign registered limited-liability partnership to transact business in this State has been forfeited pursuant to the provisions of this chapter and has remained forfeited for a period of 5 consecutive years, the right to transact business must not be reinstated.

      Sec. 132.  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 88.609.

      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.

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

      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.

      9.  “Partner” means a limited or general partner.

      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.

      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.

 


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ê2007 Statutes of Nevada, Page 2686 (Chapter 480, SB 242)ê

 

      12.  “Record” means information that is inscribed on tangible medium or that is stored in an electronic or other medium and is retrievable in perceivable form.

      13.  “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, 88.606, 88.6065 and 88.607.

      14.  “Registered agent” has the meaning ascribed to it in section 24 of this act.

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

      15.  “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.] registered agent.

      16.  “Sign” means to affix a signature to a record.

      17.  “Signature” means a name, word, symbol or mark executed or otherwise adopted, or a record encrypted or similarly processed in whole or in part, by a person with the present intent to identify himself and adopt or accept a record. The term includes, without limitation, an electronic signature as defined in NRS 719.100.

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

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

      Sec. 133.  NRS 88.330 is hereby amended to read as follows:

      88.330  1.  Each limited partnership shall continuously maintain in this State:

      (a) An office, which may but need not be a place of its business in this State, at which must be kept the records required by NRS 88.335 to be maintained; and

      (b) A [resident] registered agent.

      2.  [Every resident agent shall file a certificate in the Office of the Secretary of State, setting forth his street address where process may be served upon the limited partnership and his mailing address if different from the street address.

      3.  Within 30 days after changing the location of his office from one address to another in this State, a resident agent shall file a certificate with the Secretary of State setting forth the names of the limited partnerships represented by the agent, the address at which he has maintained the office for each of the limited partnerships, and the new address to which the office is transferred.

      4.]  Within 30 days after changing the location of the office which contains records for a limited partnership, a general partner of the limited partnership shall file a certificate of a change in address with the Secretary of State which sets forth the name of the limited partnership, the previous address of the office which contains records and the new address of the office which contains records.

 


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ê2007 Statutes of Nevada, Page 2687 (Chapter 480, SB 242)ê

 

      Sec. 134.  NRS 88.332 is hereby amended to read as follows:

      88.332  1.  [A resident agent 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 limited partnership 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.

Ê 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 signed 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.

      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.

      4.]  If a [designated resident agent dies, resigns or removes from the State,] registered agent resigns pursuant to section 37 of this act or if a commercial registered agent terminates its listing as a commercial registered agent pursuant to section 33 of this act, the limited partnership, [within 30 days thereafter,] before the effective date of the resignation or termination, shall file with the Secretary of State a [certificate of acceptance, signed 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.

      5.] statement of change of registered agent pursuant to section 34 of this act.

      2.  Each limited partnership which fails to [file a certificate of acceptance signed by the new resident agent within 30 days after the death, resignation or removal of its resident agent as provided in subsection 4] comply with subsection 1 shall be deemed in default and is subject to the provisions of NRS 88.400 and 88.405.

      3.  As used in this section, “commercial registered agent” has the meaning ascribed to it in section 5 of this act.

      Sec. 135.  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 signed copies of any powers of attorney pursuant to which any certificate has been signed;

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

 


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

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

      (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] registered 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. 136.  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 signed 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;] information required pursuant to section 31 of this act;

      (c) The name and business address of each organizer executing the certificate;

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

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

      (f) Any other matters the organizers determine to include therein.

      2.  [A certificate of acceptance of appointment of a resident agent, signed 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. 137.  NRS 88.355 is hereby amended to read as follows:

      88.355  1.  A certificate of limited partnership is amended by filing a certificate of amendment thereto in the Office of the Secretary of State. The certificate must set forth:

      (a) The name of the limited partnership; and

      (b) The amendment.

 


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      2.  Within 30 days after the happening of any of the following events , an amendment to a certificate of limited partnership reflecting the occurrence of the event or events must be filed:

      (a) The admission of a new general partner;

      (b) The withdrawal of a general partner; or

      (c) The continuation of the business under NRS 88.550 after an event of withdrawal of a general partner.

      3.  A general partner who becomes aware that any statement in a certificate of limited partnership was false when made or that any arrangements or other facts described, except the address of its office or the name or address of its [resident] registered agent, have changed, making the certificate inaccurate in any respect, shall promptly amend the certificate.

      4.  A certificate of limited partnership may be amended at any time for any other proper purpose the general partners determine.

      5.  No person has any liability because an amendment to a certificate of limited partnership has not been filed to reflect the occurrence of any event referred to in subsection 2 if the amendment is filed within the 30-day period specified in subsection 2.

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

      7.  A restated certificate of limited partnership may be signed and filed in the same manner as a certificate of amendment. If the certificate alters or amends the certificate of limited partnership in any manner, it must be accompanied by a form prescribed by the Secretary of State setting forth which provisions of the certificate of limited partnership on file with the Secretary of State are being altered or amended.

      Sec. 138.  NRS 88.395 is hereby amended to read as follows:

      88.395  1.  A limited partnership shall, on or before the last day of the first 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;

      (c) The names of all of its general partners;

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

      (e) The [name and street address of its lawfully designated resident agent in this State;] information required pursuant to section 31 of this act; and

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

Ê 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 NRS 360.780 and which 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.

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

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

 


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      (b) Each annual list required by subsection 1, pay to the Secretary of State a fee of $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 reflected on the annual or amended list of general partners, the limited partnership or the resigning general partner shall pay to the Secretary of State a fee of $75 to file the resignation.

      5.  The Secretary of State shall, 90 days before the last day for filing each annual list required by subsection 1, cause to be mailed to each limited partnership which is required to comply with the provisions of this section, and 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.

      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.

      7.  An annual list for a limited partnership not in default that is received by the Secretary of State more than 90 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.

      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. 139.  NRS 88.405 is hereby amended to read as follows:

      88.405  1.  The Secretary of State shall notify, by providing written notice to its [resident] registered agent, each defaulting limited partnership. The written notice:

      (a) Must include a statement indicating the amount of the filing fee, penalties incurred and costs remaining unpaid.

      (b) At the request of the [resident] registered agent, may be provided electronically.

      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 shall compile a complete list containing the names of all limited partnerships whose right to transact business has been forfeited.

      4.  The Secretary of State shall notify, by providing written notice to its [resident] registered agent, each limited partnership specified in subsection 3 of the revocation of its certificate. The written notice:

      (a) Must include a statement indicating the amount of the filing fee, penalties incurred and costs remaining unpaid.

      (b) At the request of the [resident] registered agent, may be provided electronically.

      5.  In case of revocation of the certificate and of the forfeiture of the right to transact business thereunder, all the property and assets of the defaulting domestic limited partnership are held in trust by the general partners, and the same proceedings may be had with respect thereto as for the judicial dissolution of a limited partnership.

 


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ê2007 Statutes of Nevada, Page 2691 (Chapter 480, SB 242)ê

 

partners, and the same proceedings may be had with respect thereto as for the judicial dissolution of a limited partnership. Any person interested may institute proceedings at any time after a forfeiture has been declared, but, if the Secretary of State reinstates the limited partnership, the proceedings must at once be dismissed and all property restored to the general partners.

      Sec. 140.  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 shall reinstate any limited partnership which has forfeited or which forfeits its right to transact business 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 if it:

      (a) Files with the Secretary of State:

             (1) The list required pursuant to NRS 88.395;

             (2) The statement required by NRS 88.397, if applicable; and

             (3) [A certificate of acceptance of appointment signed by its resident agent;] The information required pursuant to section 31 of this act; and

      (b) Pays to the Secretary of State:

             (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;

             (2) The fee set forth in NRS 88.397, if applicable; and

             (3) A fee of $300 for reinstatement.

      2.  When the Secretary of State reinstates the limited partnership, he shall issue to the limited partnership 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.

      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. 141.  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, $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, $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, $60.

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

      [6.] 5.  For certifying an authorized printed copy of the limited partnership law, $30.

      [7.] 6.  For reserving a limited partnership name, or for signing, filing or certifying any other record, $25.

 


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ê2007 Statutes of Nevada, Page 2692 (Chapter 480, SB 242)ê

 

      [8.] 7.  For copies provided by the Office of the Secretary of State, $2 per page.

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

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

      Sec. 142.  NRS 88.575 is hereby amended to read as follows:

      88.575  Before transacting business in this State, a foreign limited partnership shall register with the Secretary of State. In order to register, a foreign limited partnership shall submit to the Secretary of State an application for registration as a foreign limited partnership, signed by a general partner . [, and a signed certificate of acceptance of a resident agent.] The application for registration must set forth:

      1.  The name of the foreign limited partnership and, if different, the name under which it proposes to register and transact business in this State;

      2.  The state and date of its formation;

      3.  The [name and address of the resident agent whom the foreign limited partnership elects to appoint;] information required pursuant to section 31 of this act;

      4.  A statement that the Secretary of State is appointed the agent of the foreign limited partnership for service of process if the [resident] registered agent’s authority has been revoked or if the [resident] registered agent cannot be found or served with the exercise of reasonable diligence;

      5.  The address of the office required to be maintained in the state of its organization by the laws of that state or, if not so required, of the principal office of the foreign limited partnership;

      6.  The name and business address of each general partner; and

      7.  The address of the office at which is kept a list of the names and addresses of the limited partners and their capital contributions, together with an undertaking by the foreign limited partnership to keep those records until the foreign limited partnership’s registration in this State is cancelled or withdrawn.

      Sec. 143.  NRS 88.591 is hereby amended to read as follows:

      88.591  1.  Each foreign limited partnership doing business in this State shall, on or before the last day of the first month after the filing of its application for registration as a foreign 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 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 name of the foreign limited partnership;

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

      (c) The names of all its general partners;

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

      (e) The [name and street address of its lawfully designated resident agent in this State;] information required pursuant to section 31 of this act; and

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

      2.  Each list filed pursuant to this section must be accompanied by a declaration under penalty of perjury that the foreign limited partnership:

 


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ê2007 Statutes of Nevada, Page 2693 (Chapter 480, SB 242)ê

 

      (a) Has complied with the provisions of NRS 360.780; and

      (b) 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.

      3.  Upon filing:

      (a) The initial list required by this section, the foreign limited partnership shall pay to the Secretary of State a fee of $125.

      (b) Each annual list required by this section, the foreign limited partnership shall pay to the Secretary of State a fee of $125.

      4.  If a general partner of a foreign limited partnership resigns and the resignation is not reflected on the annual or amended list of general partners, the foreign limited partnership or the resigning general partner 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, 90 days before the last day for filing each annual list required by subsection 1, cause to be mailed to each foreign limited partnership, which is required to comply with the provisions of NRS 88.591 to 88.5945, inclusive, and which has not become delinquent, the blank forms to be completed and filed with him. Failure of any foreign limited partnership to receive the forms does not excuse it from the penalty imposed by the provisions of NRS 88.591 to 88.5945, inclusive.

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

      7.  An annual list for a foreign limited partnership not in default which is received by the Secretary of State more than 90 days before its due date [must] 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. 144.  NRS 88.5935 is hereby amended to read as follows:

      88.5935  1.  The Secretary of State shall notify, by providing written notice to its [resident] registered agent, each foreign limited partnership deemed in default pursuant to NRS 88.593. The written notice:

      (a) Must include a statement indicating the amount of the filing fee, penalties incurred and costs remaining unpaid.

      (b) At the request of the [resident] registered agent, may be provided electronically.

      2.  Immediately after the last day of the month in which the anniversary date of the filing of the certificate of limited partnership occurs, the Secretary of State shall compile a complete list containing the names of all foreign limited partnerships whose right to transact business has been forfeited.

      3.  The Secretary of State shall notify, by providing written notice to its [resident] registered agent, each foreign limited partnership specified in subsection 2 of the forfeiture of its right to transact business. The written notice:

      (a) Must include a statement indicating the amount of the filing fee, penalties incurred and costs remaining unpaid.

      (b) At the request of the [resident] registered agent, may be provided electronically.

      Sec. 145.  NRS 88.594 is hereby amended to read as follows:

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

 


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ê2007 Statutes of Nevada, Page 2694 (Chapter 480, SB 242)ê

 

forfeited or which forfeits its right to transact business under the provisions of this chapter and shall restore to the foreign limited partnership its right to transact business in this State, and to exercise its privileges and immunities, if it:

      (a) Files with the Secretary of State:

             (1) The list required by NRS 88.591;

             (2) The statement required by NRS 88.5915, if applicable; and

             (3) [A certificate of acceptance of appointment signed by its resident agent;] The information required pursuant to section 31 of this act; and

      (b) Pays to the Secretary of State:

             (1) The filing fee and penalty set forth in NRS 88.591 and 88.593 for each year or portion thereof that its right to transact business was forfeited;

             (2) The fee set forth in NRS 88.5915, if applicable; and

             (3) A fee of $300 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.

      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 foreign limited partnership to transact business in this State has been forfeited pursuant to the provisions of this chapter and has remained forfeited for a period of 5 consecutive years, the right is not subject to reinstatement.

      Sec. 146.  NRS 88.606 is hereby amended to read as follows:

      88.606  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.] information required pursuant to section 31 of this act.

      (d) The name and business address of each organizer signing 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 signed 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.

 


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

      Sec. 147.  Chapter 88A of NRS is hereby amended by adding thereto a new section to read as follows:

      “Registered agent” has the meaning ascribed to it in section 24 of this act.

      Sec. 148.  NRS 88A.010 is hereby amended to read as follows:

      88A.010  As used in this chapter, unless the context otherwise requires, the words and terms defined in NRS 88A.020 to 88A.110, inclusive, and section 147 of this act have the meanings ascribed to them in those sections.

      Sec. 149.  NRS 88A.060 is hereby amended to read as follows:

      88A.060  “Registered office” means the office of a business trust maintained at the street address of its [resident] registered agent.

      Sec. 150.  NRS 88A.100 is hereby amended to read as follows:

      88A.100  “Street address” of a [resident] registered agent means the actual physical location in this State at which a [resident] registered agent is available for service of process.

      Sec. 151.  NRS 88A.210 is hereby amended to read as follows:

      88A.210  1.  One or more persons may create a business trust by adopting a governing instrument and signing and filing with the Secretary of State a certificate of trust . [and a certificate of acceptance of appointment signed by the resident agent of the business trust.] The certificate of trust must set forth:

      (a) The name of the business trust;

      (b) The name and address, either residence or business, of at least one trustee;

      (c) The [name of the person designated as the resident agent for the business trust, the street address of the resident agent where process may be served upon the business trust and the mailing address of the resident agent if different from the street address;] information required pursuant to section 31 of this act;

      (d) The name and address, either residence or business, of each person signing the certificate of trust; and

      (e) Any other information the trustees determine to include.

      2.  Upon the filing of the certificate of trust [and the certificate of acceptance] with the Secretary of State and the payment to him of the required filing fee, the Secretary of State shall issue to the business trust a certificate that the required records with the required content have been filed. From the date of that filing, the business trust is legally formed pursuant to this chapter.

      Sec. 152.  NRS 88A.500 is hereby amended to read as follows:

      88A.500  1.  [Except during any period of vacancy described in NRS 88A.530, a] A business trust shall have a [resident] registered agent who resides or is located in this State. A [resident] registered agent shall have a street address for the service of process and may have a mailing address such as a post office box, which may be different from the street address.

      2.  A business trust formed pursuant to this chapter that fails or refuses to comply with the requirements of this section is subject to a fine of not less than $100 nor more than $500, to be recovered with costs by the State, before any court of competent jurisdiction, by action at law prosecuted by the Attorney General or by the district attorney of the county in which the action or proceeding to recover the fine is prosecuted.

 


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ê2007 Statutes of Nevada, Page 2696 (Chapter 480, SB 242)ê

 

      Sec. 153.  NRS 88A.520 is hereby amended to read as follows:

      88A.520  1.  If the [resident] registered agent is a bank or an artificial person formed or organized pursuant to this title, it may:

      (a) Act as the fiscal or transfer agent of a state, municipality, body politic or business trust, and in that capacity may receive and disburse money.

      (b) Transfer, register and countersign certificates evidencing a beneficial owner’s interest in a business trust, bonds or other evidences of indebtedness and act as agent of any business trust, foreign or domestic, for any purpose required by statute or otherwise.

      2.  All legal process and any demand or notice authorized by law to be served upon a business trust may be served upon its [resident] registered agent in the manner provided in subsection 2 of NRS 14.020. If a demand, notice or legal process, other than a summons and complaint, cannot be served upon the [resident] registered agent, it may be served in the manner provided in NRS 14.030. These manners of service are in addition to any other service authorized by law.

      Sec. 154.  NRS 88A.530 is hereby amended to read as follows:

      88A.530  1.  [A resident agent 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 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.

Ê 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 business trust appointing a successor resident agent. A certificate of acceptance signed 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,] registered agent resigns pursuant to section 37 of this act or if its commercial registered agent terminates its listing as a commercial registered agent pursuant to section 33 of this act, a business trust, [within 30 days thereafter,] before the effective date of the resignation or termination, shall file with the Secretary of State a [certificate of acceptance signed 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.] statement of change of registered agent pursuant to section 34 of this act.

      2.  A business trust that fails to [file a certificate of acceptance signed by its new resident agent within 30 days after the death, resignation or removal of its former resident agent] comply with subsection 1 shall be deemed in default and is subject to the provisions of NRS 88A.630 to 88A.660, inclusive.

 


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ê2007 Statutes of Nevada, Page 2697 (Chapter 480, SB 242)ê

 

of its former resident agent] comply with subsection 1 shall be deemed in default and is subject to the provisions of NRS 88A.630 to 88A.660, inclusive.

      3.  As used in this section, “commercial registered agent” has the meaning ascribed to it in section 5 of this act.

      Sec. 155.  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 last day of the first 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 street address of [its lawfully designated resident agent in this State and] at least one trustee [.] and the information required pursuant to section 31 of this act. Each list filed pursuant to this subsection must be accompanied by a declaration under penalty of perjury that the business trust:

      (a) Has complied with the provisions of NRS 360.780; and

      (b) 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.

      2.  Upon filing:

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

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

      3.  If a trustee of a business trust resigns and the resignation is not reflected on the annual or amended list of trustees, the business trust or the resigning trustee shall pay to the Secretary of State a fee of $75 to file the resignation.

      4.  The Secretary of State shall, 90 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.

      5.  An annual list for a business trust not in default which is received by the Secretary of State more than 90 days before its due date shall be deemed an amended list for the previous year.

      Sec. 156.  NRS 88A.640 is hereby amended to read as follows:

      88A.640  1.  The Secretary of State shall notify, by providing written notice to its [resident] registered agent, each business trust deemed in default pursuant to the provisions of this chapter. The written notice:

      (a) Must include a statement indicating the amount of the filing fee, penalties incurred and costs remaining unpaid.

      (b) At the request of the [resident] registered agent, may be provided electronically.

      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 shall compile a complete list containing the names of all business trusts whose right to transact business has been forfeited.

 


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ê2007 Statutes of Nevada, Page 2698 (Chapter 480, SB 242)ê

 

      4.  The Secretary of State shall forthwith notify, by providing written notice to its [resident] registered agent, each business trust specified in subsection 3 of the revocation of its certificate of trust. The written notice:

      (a) Must include a statement indicating the amount of the filing fee, penalties incurred and costs remaining unpaid.

      (b) At the request of the [resident] registered agent, may be provided electronically.

      5.  If the certificate of trust is revoked and the right to transact business is forfeited, all the property and assets of the defaulting business trust must be held in trust by its trustees as for insolvent business trusts, and the same proceedings may be had with respect thereto as are applicable to insolvent business trusts. Any person interested may institute proceedings at any time after a forfeiture has been declared, but, if the Secretary of State reinstates the certificate of trust, the proceedings must at once be dismissed.

      Sec. 157.  NRS 88A.650 is hereby amended to read as follows:

      88A.650  1.  Except as otherwise provided in subsections 3 and 4, the Secretary of State shall reinstate a business trust which has forfeited or which forfeits its right to transact business pursuant to the provisions of this chapter and shall 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:

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

             (2) [A certificate of acceptance of appointment signed by its resident agent;] The information required pursuant to section 31 of this act; 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 $300 for reinstatement.

      2.  When the Secretary of State reinstates the business trust, he shall issue to the business trust a certificate of reinstatement if the business trust:

      (a) Requests a certificate of reinstatement; and

      (b) Pays the required fees pursuant to NRS 88A.900.

      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.

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

      Sec. 158.  NRS 88A.710 is hereby amended to read as follows:

      88A.710  Before transacting business in this State, a foreign business trust shall register with the Secretary of State. In order to register, a foreign business trust shall submit to the Secretary of State an application for registration as a foreign business trust, signed by a trustee . [, and a signed certificate of acceptance of a resident agent.] The application for registration must set forth:

      1.  The name of the foreign business trust and, if different, the name under which it proposes to register and transact business in this State;

      2.  The state and date of its formation;

 


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ê2007 Statutes of Nevada, Page 2699 (Chapter 480, SB 242)ê

 

      3.  The [name and address of the resident agent whom the foreign business trust elects to appoint;] information required pursuant to section 31 of this act;

      4.  The address of the office required to be maintained in the state of its organization by the laws of that state or, if not so required, of the principal office of the foreign business trust; and

      5.  The name and address, either residence or business, of one trustee.

      Sec. 159.  NRS 88A.732 is hereby amended to read as follows:

      88A.732  1.  Each foreign business trust doing business in this State shall, on or before the last day of the first month after the filing of its application for registration as a foreign business trust 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 name of the foreign business trust;

      (b) The file number of the foreign business trust, if known;

      (c) The name of at least one of its trustees;

      (d) The address, either residence or business, of the trustee listed pursuant to paragraph (c);

      (e) The [name and street address of its lawfully designated resident agent in this State;] information required pursuant to section 31 of this act; and

      (f) The signature of a trustee of the foreign business trust certifying that the list is true, complete and accurate.

      2.  Each list required to be filed pursuant to this section must be accompanied by a declaration under penalty of perjury that the foreign business trust:

      (a) Has complied with the provisions of NRS 360.780; and

      (b) 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.

      3.  Upon filing:

      (a) The initial list required by this section, the foreign business trust shall pay to the Secretary of State a fee of $125.

      (b) Each annual list required by this section, the foreign business trust shall pay to the Secretary of State a fee of $125.

      4.  If a trustee of a foreign business trust resigns and the resignation is not reflected on the annual or amended list of trustees, the foreign business trust or the resigning trustee shall pay to the Secretary of State a fee of $75 to file the resignation.

      5.  The Secretary of State shall, 90 days before the last day for filing each annual list required by subsection 1, cause to be mailed to each foreign business trust which is required to comply with the provisions of NRS 88A.732 to 88A.738, inclusive, and which has not become delinquent, the blank forms to be completed and filed with him. Failure of any foreign business trust to receive the forms does not excuse it from the penalty imposed by the provisions of NRS 88A.732 to 88A.738, inclusive.

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

      7.  An annual list for a foreign business trust not in default which is received by the Secretary of State more than 90 days before its due date [must] 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.

 


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ê2007 Statutes of Nevada, Page 2700 (Chapter 480, SB 242)ê

 

[must] 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. 160.  NRS 88A.736 is hereby amended to read as follows:

      88A.736  1.  The Secretary of State shall notify, by providing written notice to its [resident] registered agent, each foreign business trust deemed in default pursuant to NRS 88A.735. The written notice:

      (a) Must include a statement indicating the amount of the filing fee, penalties incurred and costs remaining unpaid.

      (b) At the request of the [resident] registered agent, may be provided electronically.

      2.  Immediately after the last day of the month in which the anniversary date of the filing of the certificate of trust occurs, the Secretary of State shall compile a complete list containing the names of all foreign business trusts whose right to transact business has been forfeited.

      3.  The Secretary of State shall notify, by providing written notice to its [resident] registered agent, each foreign business trust specified in subsection 2 of the forfeiture of its right to transact business. The written notice:

      (a) Must include a statement indicating the amount of the filing fee, penalties incurred and costs remaining unpaid.

      (b) At the request of the [resident] registered agent, may be provided electronically.

      Sec. 161.  NRS 88A.737 is hereby amended to read as follows:

      88A.737  1.  Except as otherwise provided in subsections 3 and 4, the Secretary of State shall reinstate a foreign business trust which has forfeited or which forfeits its right to transact business under the provisions of this chapter and shall restore to the foreign business trust its right to transact business in this State, and to exercise its privileges and immunities, if it:

      (a) Files with the Secretary of State:

             (1) The list required by NRS 88A.732; and

             (2) [A certificate of acceptance of appointment signed by its resident agent;] The information required pursuant to section 31 of this act; and

      (b) Pays to the Secretary of State:

             (1) The filing fee and penalty set forth in NRS 88A.732 and 88A.735 for each year or portion thereof that its right to transact business was forfeited; and

             (2) A fee of $300 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.

      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 foreign business trust to transact business in this State has been forfeited pursuant to the provisions of this chapter and has remained forfeited for a period of 5 consecutive years, the right to transact business must not be reinstated.

 


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ê2007 Statutes of Nevada, Page 2701 (Chapter 480, SB 242)ê

 

      Sec. 162.  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, $75.

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

      3.  Filing a certificate of cancellation, $75.

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

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

      6.  Reserving a name for a business trust, $25.

      7.  Signing a certificate of existence of a business trust which does not list the previous records relating to it, or a certificate of change in the name of a business trust, $50.

      8.  Signing a certificate of existence of a business trust which lists the previous records relating to it, $50.

      9.  [Filing a statement of change of the resident agent, $60.

      10.]  Signing, certifying or filing any certificate or record not otherwise provided for in this section, $50.

      [11.] 10.  Examining and provisionally approving a record before the record is presented for filing, $125.

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

      Sec. 163.  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:

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

             (2) [A certificate of acceptance of appointment signed by its resident agent;] The information required pursuant to section 31 of this act; 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 $300 for reinstatement.

      2.  When the Secretary of State reinstates the professional association, he shall issue to the professional association a certificate of reinstatement if the professional association:

      (a) Requests a certificate of reinstatement; and

      (b) Pays the required fees pursuant to subsection [8] 7 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 articles of association occurred only by reason of 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.

 


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ê2007 Statutes of Nevada, Page 2702 (Chapter 480, SB 242)ê

 

      Sec. 164.  Chapter 92A of NRS is hereby amended by adding thereto a new section to read as follows:

      “Principal office” has the meaning ascribed to it in NRS 78.010.

      Sec. 165.  NRS 92A.005 is hereby amended to read as follows:

      92A.005  As used in this chapter, unless the context otherwise requires, the words and terms defined in NRS 92A.007 to 92A.097, inclusive, and section 164 of this act have the meanings ascribed to them in those sections.

      Sec. 166.  NRS 92A.205 is hereby amended to read as follows:

      92A.205  1.  After a plan of conversion is approved as required by this chapter, if the resulting entity is a domestic entity, the constituent entity shall deliver to the Secretary of State for filing:

      (a) Articles of conversion setting forth:

             (1) The name and jurisdiction of organization of the constituent entity and the resulting entity; and

             (2) That a plan of conversion has been adopted by the constituent entity in compliance with the law of the jurisdiction governing the constituent entity.

      (b) The charter document of the domestic resulting entity required by the applicable provisions of chapter 78, 78A, 82, 86, 88, 88A or 89 of NRS.

      (c) [A certificate of acceptance of appointment of a resident agent for the resulting entity which is signed by the resident agent.] The information required pursuant to section 31 of this act.

      2.  After a plan of conversion is approved as required by this chapter, if the resulting entity is a foreign entity, the constituent entity shall deliver to the Secretary of State for filing articles of conversion setting forth:

      (a) The name and jurisdiction of organization of the constituent entity and the resulting entity;

      (b) That a plan of conversion has been adopted by the constituent entity in compliance with the laws of this State; and

      (c) The address of the resulting entity where copies of process may be sent by the Secretary of State.

      3.  If the entire plan of conversion is not set forth in the articles of conversion, the filing party must include in the articles of conversion a statement that the complete signed plan of conversion is on file at the registered office or principal place of business of the resulting entity or, if the resulting entity is a domestic limited partnership, the office described in paragraph (a) of subsection 1 of NRS 88.330.

      4.  If the conversion takes effect on a later date specified in the articles of conversion pursuant to NRS 92A.240, the charter document to be filed with the Secretary of State pursuant to paragraph (b) of subsection 1 must state the name and the jurisdiction of the constituent entity and that the existence of the resulting entity does not begin until the later date.

      5.  Any records filed with the Secretary of State pursuant to this section must be accompanied by the fees required pursuant to this title for filing the charter document.

      Sec. 167.  NRS 92A.270 is hereby amended to read as follows:

      92A.270  1.  Any undomesticated organization may become domesticated in this State as a domestic entity by:

      (a) Paying to the Secretary of State the fees required pursuant to this title for filing the charter document; and

      (b) Filing with the Secretary of State:

 


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ê2007 Statutes of Nevada, Page 2703 (Chapter 480, SB 242)ê

 

             (1) Articles of domestication which must be signed by an authorized representative of the undomesticated organization approved in compliance with subsection 6;

             (2) The appropriate charter document for the type of domestic entity; and

             (3) [A certificate of acceptance of appointment of a resident agent for the domestic entity which is signed by the resident agent.] The information required pursuant to section 31 of this act.

      2.  The articles of domestication must set forth the:

      (a) Date when and the jurisdiction where the undomesticated organization was first formed, incorporated, organized or otherwise created;

      (b) Name of the undomesticated organization immediately before filing the articles of domestication;

      (c) Name and type of domestic entity as set forth in its charter document pursuant to subsection 1; and

      (d) Jurisdiction that constituted the principal place of business or central administration of the undomesticated organization, or any other equivalent thereto pursuant to applicable law,

Ê immediately before filing the articles of domestication.

      3.  Upon filing the articles of domestication [,] and the charter document [and the certificate of acceptance of appointment of a resident agent] with the Secretary of State, and the payment of the requisite fee for filing the charter document of the domestic entity, the undomesticated organization is domesticated in this State as the domestic entity described in the charter document filed pursuant to subsection 1. The existence of the domestic entity begins on the date the undomesticated organization began its existence in the jurisdiction in which the undomesticated organization was first formed, incorporated, organized or otherwise created.

      4.  The domestication of any undomesticated organization does not affect any obligations or liabilities of the undomesticated organization incurred before its domestication.

      5.  The filing of the charter document of the domestic entity pursuant to subsection 1 does not affect the choice of law applicable to the undomesticated organization. From the date the charter document of the domestic entity is filed, the law of this State applies to the domestic entity to the same extent as if the undomesticated organization was organized and created as a domestic entity on that date.

      6.  Before filing articles of domestication, the domestication must be approved in the manner required by:

      (a) The document, instrument, agreement or other writing governing the internal affairs of the undomesticated organization and the conduct of its business; and

      (b) Applicable foreign law.

      7.  When a domestication becomes effective, all rights, privileges and powers of the undomesticated organization, all property owned by the undomesticated organization, all debts due to the undomesticated organization, and all causes of action belonging to the undomesticated organization are vested in the domestic entity and become the property of the domestic entity to the same extent as vested in the undomesticated organization immediately before domestication. The title to any real property vested by deed or otherwise in the undomesticated organization is not reverted or impaired by the domestication. All rights of creditors and all liens upon any property of the undomesticated organization are preserved unimpaired and all debts, liabilities and duties of an undomesticated organization that has been domesticated attach to the domestic entity resulting from the domestication and may be enforced against it to the same extent as if the debts, liability and duties had been incurred or contracted by the domestic entity.

 


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ê2007 Statutes of Nevada, Page 2704 (Chapter 480, SB 242)ê

 

upon any property of the undomesticated organization are preserved unimpaired and all debts, liabilities and duties of an undomesticated organization that has been domesticated attach to the domestic entity resulting from the domestication and may be enforced against it to the same extent as if the debts, liability and duties had been incurred or contracted by the domestic entity.

      8.  When an undomesticated organization is domesticated, the domestic entity resulting from the domestication is for all purposes deemed to be the same entity as the undomesticated organization. Unless otherwise agreed by the owners of the undomesticated organization or as required pursuant to applicable foreign law, the domestic entity resulting from the domestication is not required to wind up its affairs, pay its liabilities or distribute its assets. The domestication of an undomesticated organization does not constitute the dissolution of the undomesticated organization. The domestication constitutes a continuation of the existence of the undomesticated organization in the form of a domestic entity. If, following domestication, an undomesticated organization that has become domesticated pursuant to this section continues its existence in the foreign country or foreign jurisdiction in which it was existing immediately before the domestication, the domestic entity and the undomesticated organization are for all purposes a single entity formed, incorporated, organized or otherwise created and existing pursuant to the laws of this State and the laws of the foreign country or other foreign jurisdiction.

      9.  As used in this section, “undomesticated organization” means any incorporated organization, private law corporation, whether or not organized for business purposes, public law corporation, general partnership, registered limited-liability partnership, limited partnership or registered limited-liability limited partnership, proprietorship, joint venture, foundation, business trust, real estate investment trust, common-law trust or any other unincorporated business formed, organized, created or the internal affairs of which are governed by the laws of any foreign country or jurisdiction other than the United States, the District of Columbia or another state, territory, possession, commonwealth or dependency of the United States.

      Sec. 168.  NRS 92A.460 is hereby amended to read as follows:

      92A.460  1.  Except as otherwise provided in NRS 92A.470, within 30 days after receipt of a demand for payment, the subject corporation shall pay each dissenter who complied with NRS 92A.440 the amount the subject corporation estimates to be the fair value of his shares, plus accrued interest. The obligation of the subject corporation under this subsection may be enforced by the district court:

      (a) Of the county where the corporation’s [registered] principal office is located; [or]

      (b) If the corporation’s principal office is not located in this State, in Carson City; or

      (c) At the election of any dissenter residing or having its [registered] principal office in this State, of the county where the dissenter resides or has its [registered] principal office.

Ê The court shall dispose of the complaint promptly.

      2.  The payment must be accompanied by:

      (a) The subject corporation’s balance sheet as of the end of a fiscal year ending not more than 16 months before the date of payment, a statement of income for that year, a statement of changes in the stockholders’ equity for that year and the latest available interim financial statements, if any;

 


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ê2007 Statutes of Nevada, Page 2705 (Chapter 480, SB 242)ê

 

income for that year, a statement of changes in the stockholders’ equity for that year and the latest available interim financial statements, if any;

      (b) A statement of the subject corporation’s estimate of the fair value of the shares;

      (c) An explanation of how the interest was calculated;

      (d) A statement of the dissenter’s rights to demand payment under NRS 92A.480; and

      (e) A copy of NRS 92A.300 to 92A.500, inclusive.

      Sec. 169.  NRS 92A.490 is hereby amended to read as follows:

      92A.490  1.  If a demand for payment remains unsettled, the subject corporation shall commence a proceeding within 60 days after receiving the demand and petition the court to determine the fair value of the shares and accrued interest. If the subject corporation does not commence the proceeding within the 60-day period, it shall pay each dissenter whose demand remains unsettled the amount demanded.

      2.  A subject corporation shall commence the proceeding in the district court of the county where its [registered] principal office is located. If the principal office of the subject corporation is [a foreign entity without a resident agent] not located in the State, it shall commence the proceeding in the county where the [registered] principal office of the domestic corporation merged with or whose shares were acquired by the foreign entity was located. If the principal office of the subject corporation and the domestic corporation merged with or whose shares were acquired is not located in this State, the subject corporation shall commence the proceeding in the district court in Carson City.

      3.  The subject corporation shall make all dissenters, whether or not residents of Nevada, whose demands remain unsettled, parties to the proceeding as in an action against their shares. All parties must be served with a copy of the petition. Nonresidents may be served by registered or certified mail or by publication as provided by law.

      4.  The jurisdiction of the court in which the proceeding is commenced under subsection 2 is plenary and exclusive. The court may appoint one or more persons as appraisers to receive evidence and recommend a decision on the question of fair value. The appraisers have the powers described in the order appointing them, or any amendment thereto. The dissenters are entitled to the same discovery rights as parties in other civil proceedings.

      5.  Each dissenter who is made a party to the proceeding is entitled to a judgment:

      (a) For the amount, if any, by which the court finds the fair value of his shares, plus interest, exceeds the amount paid by the subject corporation; or

      (b) For the fair value, plus accrued interest, of his after-acquired shares for which the subject corporation elected to withhold payment pursuant to NRS 92A.470.

      Sec. 170.  NRS 14.020 is hereby amended to read as follows:

      14.020  1.  Every corporation, miscellaneous organization described in chapter 81 of NRS, limited-liability company, limited-liability partnership, limited partnership, limited-liability limited partnership, business trust and municipal corporation created and existing under the laws of this State, 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] registered 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.

 


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ê2007 Statutes of Nevada, Page 2706 (Chapter 480, SB 242)ê

 

upon it may be served in the manner provided in subsection 2. [The corporation, miscellaneous organization, 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 street address of the resident agent. A certificate] A statement of change of [resident] registered agent must be filed in the manner provided in [title 7 of NRS] section 34 of this act if the corporation, miscellaneous organization, 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] registered agent. A registered agent must file a statement of change in the manner provided in [title 7 of NRS] section 35 or 36 of this act if the [name of a resident agent is changed as a result of a merger, conversion, exchange, sale, reorganization or amendment.] registered agent changes its name or address.

      2.  All legal process and any demand or notice authorized by law to be served upon the corporation, miscellaneous organization, limited-liability company, limited-liability partnership, limited partnership, limited-liability limited partnership, business trust or municipal corporation may be served upon the [resident] registered agent personally or by leaving a true copy thereof with a person of suitable age and discretion at the most recent street address of the registered [office] agent shown on the [current certificate of acceptance] information filed with the Secretary of State [.] pursuant to sections 2 to 43, inclusive, of this act.

      3.  Unless the [registered office] street address of the registered agent is the home residence of the [resident] registered agent, the [registered office] street address of the registered agent of a corporation, miscellaneous organization, limited-liability company, limited-liability partnership, limited partnership, limited-liability limited partnership, business trust or municipal corporation must be staffed during normal business hours by:

      (a) The [resident] registered agent; or

      (b) One or more natural persons who are:

             (1) Of suitable age and discretion to receive service of legal process and any demand or notice authorized by law to be served upon the corporation, miscellaneous organization, limited-liability company, limited-liability partnership, limited partnership, limited-liability limited partnership, business trust or municipal corporation; and

             (2) Authorized by the [resident] registered agent to receive service of legal process and any demand or notice authorized by law to be served upon the corporation, miscellaneous organization, limited-liability company, limited-liability partnership, limited partnership, limited-liability limited partnership, business trust or municipal corporation.

      4.  A corporation, miscellaneous organization, limited-liability company, limited-liability partnership, limited partnership, limited-liability limited partnership, business trust or municipal corporation that fails or refuses to comply with the requirements of subsection 3 is subject to a fine of not less than $100 nor more than $500 for each day of such failure or refusal to comply with the requirements of subsection 3, to be recovered with costs by the State, before any court of competent jurisdiction, by action at law prosecuted by the Attorney General or by the district attorney of the county in which the action or proceeding to recover the fine is prosecuted.

 


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ê2007 Statutes of Nevada, Page 2707 (Chapter 480, SB 242)ê

 

prosecuted by the Attorney General or by the district attorney of the county in which the action or proceeding to recover the fine is prosecuted.

      5.  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.

      6.  As used in this section:

      (a) “Registered [office” means the office maintained at the street address of the resident agent.] agent” has the meaning ascribed to it in section 24 of this act.

      (b) “Street address” means the actual physical location in this State at which a [resident] registered agent is available for service of process.

      Sec. 171.  NRS 14.030 is hereby amended to read as follows:

      14.030  1.  If any artificial person described in NRS 14.020 fails to appoint a [resident] registered agent, or fails to file a [certificate of acceptance of appointment for 30 days after] statement of change of registered agent pursuant to section 34 of this act before the effective date of a vacancy [occurs] in the agency [,] pursuant to section 33 or 37 of this act, on the production of a certificate of the Secretary of State showing either fact, which is conclusive evidence of the fact so certified to be made a part of the return of service, or if the [registered office] street address of the registered agent of the artificial person is not staffed as required pursuant to NRS 14.020, which fact is to be made part of the return of service, the artificial person may be served with any and all legal process, or a demand or notice described in NRS 14.020, by delivering a copy to the Secretary of State, or, in his absence, to any deputy secretary of state, and such service is valid to all intents and purposes. The copy must:

      (a) Include a specific citation to the provisions of this section. The Secretary of State may refuse to accept such service if the proper citation is not included.

      (b) Be accompanied by a fee of $10.

Ê The Secretary of State shall keep a copy of the legal process received pursuant to this section in his office for at least 1 year after receipt thereof and shall make those records available for public inspection during normal business hours.

      2.  In all cases of such service, the defendant has 40 days, exclusive of the day of service, within which to answer or plead.

      3.  Before such service is authorized, the plaintiff shall make or cause to be made and filed an affidavit setting forth the facts, showing that due diligence has been used to ascertain the whereabouts of the officers of the artificial person to be served, and the facts showing that direct or personal service on, or notice to, the artificial person cannot be had.

      4.  If it appears from the affidavit that there is a last known address of the artificial person or any known officers thereof, the plaintiff shall, in addition to and after such service on the Secretary of State, mail or cause to be mailed to the artificial person or to the known officer, at such address, by registered or certified mail, a copy of the summons and a copy of the complaint, and in all such cases the defendant has 40 days after the date of the mailing within which to appear in the action.

      5.  This section provides an additional manner of serving process, and does not affect the validity of any other valid service.

 


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ê2007 Statutes of Nevada, Page 2708 (Chapter 480, SB 242)ê

 

      Sec. 171.2.  NRS 21.075 is hereby amended to read as follows:

      21.075  1.  Execution on the writ of execution by levying on the property of the judgment debtor may occur only if the sheriff serves the judgment debtor with a notice of the writ of execution pursuant to NRS 21.076 and a copy of the writ. The notice must describe the types of property exempt from execution and explain the procedure for claiming those exemptions in the manner required in subsection 2. The clerk of the court shall attach the notice to the writ of execution at the time the writ is issued.

      2.  The notice required pursuant to subsection 1 must be substantially in the following form:

 

NOTICE OF EXECUTION

 

YOUR PROPERTY IS BEING ATTACHED OR

YOUR WAGES ARE BEING GARNISHED

 

      A court has determined that you owe money to .................... (name of person), the judgment creditor. He has begun the procedure to collect that money by garnishing your wages, bank account and other personal property held by third persons or by taking money or other property in your possession.

      Certain benefits and property owned by you may be exempt from execution and may not be taken from you. The following is a partial list of exemptions:

      1.  Payments received pursuant to the federal Social Security Act, including, without limitation, retirement and survivors’ benefits, supplemental security income benefits and disability insurance benefits.

      2.  Payments for benefits or the return of contributions under the Public Employees’ Retirement System.

      3.  Payments for public assistance granted through the Division of Welfare and Supportive Services of the Department of Health and Human Services or a local governmental entity.

      4.  Proceeds from a policy of life insurance.

      5.  Payments of benefits under a program of industrial insurance.

      6.  Payments received as disability, illness or unemployment benefits.

      7.  Payments received as unemployment compensation.

      8.  Veteran’s benefits.

      9.  A homestead in a dwelling or a mobile home, not to exceed $350,000, unless:

      (a) The judgment is for a medical bill, in which case all of the primary dwelling, including a mobile or manufactured home, may be exempt.

      (b) Allodial title has been established and not relinquished for the dwelling or mobile home, in which case all of the dwelling or mobile home and its appurtenances are exempt, including the land on which they are located, unless a valid waiver executed pursuant to NRS 115.010 is applicable to the judgment.

      10.  A vehicle, if your equity in the vehicle is less than $15,000.

      11.  Seventy-five percent of the take-home pay for any workweek, unless the weekly take-home pay is less than 50 times the federal minimum hourly wage, in which case the entire amount may be exempt.

 


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ê2007 Statutes of Nevada, Page 2709 (Chapter 480, SB 242)ê

 

federal minimum hourly wage, in which case the entire amount may be exempt.

      12.  Money, not to exceed $500,000 in present value, held in:

      (a) An individual retirement arrangement which conforms with the applicable limitations and requirements of section 408 or 408A of the Internal Revenue Code, 26 U.S.C. §§ 408 and 408A;

      (b) A written simplified employee pension plan which conforms with the applicable limitations and requirements of section 408 of the Internal Revenue Code, 26 U.S.C. § 408;

      (c) A cash or deferred arrangement that is a qualified plan pursuant to the Internal Revenue Code;

      (d) A trust forming part of a stock bonus, pension or profit-sharing plan that is a qualified plan pursuant to sections 401 et seq. of the Internal Revenue Code, 26 U.S.C. §§ 401 et seq.; and

      (e) A trust forming part of a qualified tuition program pursuant to chapter 353B of NRS, any applicable regulations adopted pursuant to chapter 353B of NRS and section 529 of the Internal Revenue Code, 26 U.S.C. § 529, unless the money is deposited after the entry of a judgment against the purchaser or account owner or the money will not be used by any beneficiary to attend a college or university.

      13.  All money and other benefits paid pursuant to the order of a court of competent jurisdiction for the support, education and maintenance of a child, whether collected by the judgment debtor or the State.

      14.  All money and other benefits paid pursuant to the order of a court of competent jurisdiction for the support and maintenance of a former spouse, including the amount of any arrearages in the payment of such support and maintenance to which the former spouse may be entitled.

      15.  A vehicle for use by you or your dependent which is specially equipped or modified to provide mobility for a person with a permanent disability.

      16.  A prosthesis or any equipment prescribed by a physician or dentist for you or your dependent.

      17.  Payments, in an amount not to exceed $16,150, received as compensation for personal injury, not including compensation for pain and suffering or actual pecuniary loss, by the judgment debtor or by a person upon whom the judgment debtor is dependent at the time the payment is received.

      18.  Payments received as compensation for the wrongful death of a person upon whom the judgment debtor was dependent at the time of the wrongful death, to the extent reasonably necessary for the support of the judgment debtor and any dependent of the judgment debtor.

      19.  Payments received as compensation for the loss of future earnings of the judgment debtor or of a person upon whom the judgment debtor is dependent at the time the payment is received, to the extent reasonably necessary for the support of the judgment debtor and any dependent of the judgment debtor.

      20.  Payments received as restitution for a criminal act.

      21.  Stock of a corporation described in subsection 2 of section 43.5 of this act except as set forth in that section.

 


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ê2007 Statutes of Nevada, Page 2710 (Chapter 480, SB 242)ê

 

Ê These exemptions may not apply in certain cases such as a proceeding to enforce a judgment for support of a person or a judgment of foreclosure on a mechanic’s lien. You should consult an attorney immediately to assist you in determining whether your property or money is exempt from execution. If you cannot afford an attorney, you may be eligible for assistance through .................... (name of organization in county providing legal services to indigent or elderly persons).

 

PROCEDURE FOR CLAIMING EXEMPT PROPERTY

 

      If you believe that the money or property taken from you is exempt, you must complete and file with the clerk of the court a notarized affidavit claiming the exemption. A copy of the affidavit must be served upon the sheriff and the judgment creditor within 8 days after the notice of execution is mailed. The property must be returned to you within 5 days after you file the affidavit unless you or the judgment creditor files a motion for a hearing to determine the issue of exemption. If this happens, a hearing will be held to determine whether the property or money is exempt. The motion for the hearing to determine the issue of exemption must be filed within 10 days after the affidavit claiming exemption is filed. The hearing to determine whether the property or money is exempt must be held within 10 days after the motion for the hearing is filed.

 

      IF YOU DO NOT FILE THE AFFIDAVIT WITHIN THE TIME SPECIFIED, YOUR PROPERTY MAY BE SOLD AND THE MONEY GIVEN TO THE JUDGMENT CREDITOR, EVEN IF THE PROPERTY OR MONEY IS EXEMPT.

      Sec. 171.4.  NRS 21.090 is hereby amended to read as follows:

      21.090  1.  The following property is exempt from execution, except as otherwise specifically provided in this section or required by federal law:

      (a) Private libraries, works of art, musical instruments and jewelry not to exceed $5,000 in value, belonging to the judgment debtor or a dependent of the judgment debtor, to be selected by the judgment debtor, and all family pictures and keepsakes.

      (b) Necessary household goods, furnishings, electronics, wearing apparel, other personal effects and yard equipment, not to exceed $12,000 in value, belonging to the judgment debtor or a dependent of the judgment debtor, to be selected by the judgment debtor.

      (c) Farm trucks, farm stock, farm tools, farm equipment, supplies and seed not to exceed $4,500 in value, belonging to the judgment debtor to be selected by him.

      (d) Professional libraries, equipment, supplies, and the tools, inventory, instruments and materials used to carry on the trade or business of the judgment debtor for the support of himself and his family not to exceed $10,000 in value.

      (e) The cabin or dwelling of a miner or prospector, his cars, implements and appliances necessary for carrying on any mining operations and his mining claim actually worked by him, not exceeding $4,500 in total value.

 


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ê2007 Statutes of Nevada, Page 2711 (Chapter 480, SB 242)ê

 

      (f) Except as otherwise provided in paragraph (o), one vehicle if the judgment debtor’s equity does not exceed $15,000 or the creditor is paid an amount equal to any excess above that equity.

      (g) For any workweek, 75 percent of the disposable earnings of a judgment debtor during that week, or 50 times the minimum hourly wage prescribed by section 6(a)(1) of the federal Fair Labor Standards Act of 1938, 29 U.S.C. § 206(a)(1), and in effect at the time the earnings are payable, whichever is greater. Except as otherwise provided in paragraphs (n), (r) and (s), the exemption provided in this paragraph does not apply in the case of any order of a court of competent jurisdiction for the support of any person, any order of a court of bankruptcy or of any debt due for any state or federal tax. As used in this paragraph:

             (1) “Disposable earnings” means that part of the earnings of a judgment debtor remaining after the deduction from those earnings of any amounts required by law to be withheld.

             (2) “Earnings” means compensation paid or payable for personal services performed by a judgment debtor in the regular course of business, including, without limitation, compensation designated as income, wages, tips, a salary, a commission or a bonus. The term includes compensation received by a judgment debtor that is in the possession of the judgment debtor, compensation held in accounts maintained in a bank or any other financial institution or, in the case of a receivable, compensation that is due the judgment debtor.

      (h) All fire engines, hooks and ladders, with the carts, trucks and carriages, hose, buckets, implements and apparatus thereunto appertaining, and all furniture and uniforms of any fire company or department organized under the laws of this State.

      (i) All arms, uniforms and accouterments required by law to be kept by any person, and also one gun, to be selected by the debtor.

      (j) All courthouses, jails, public offices and buildings, lots, grounds and personal property, the fixtures, furniture, books, papers and appurtenances belonging and pertaining to the courthouse, jail and public offices belonging to any county of this State, all cemeteries, public squares, parks and places, public buildings, town halls, markets, buildings for the use of fire departments and military organizations, and the lots and grounds thereto belonging and appertaining, owned or held by any town or incorporated city, or dedicated by the town or city to health, ornament or public use, or for the use of any fire or military company organized under the laws of this State and all lots, buildings and other school property owned by a school district and devoted to public school purposes.

      (k) All money, benefits, privileges or immunities accruing or in any manner growing out of any life insurance, if the annual premium paid does not exceed $15,000. If the premium exceeds that amount, a similar exemption exists which bears the same proportion to the money, benefits, privileges and immunities so accruing or growing out of the insurance that the $15,000 bears to the whole annual premium paid.

      (l) The homestead as provided for by law, including a homestead for which allodial title has been established and not relinquished and for which a waiver executed pursuant to NRS 115.010 is not applicable.

 


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ê2007 Statutes of Nevada, Page 2712 (Chapter 480, SB 242)ê

 

      (m) The dwelling of the judgment debtor occupied as a home for himself and family, where the amount of equity held by the judgment debtor in the home does not exceed $350,000 in value and the dwelling is situated upon lands not owned by him.

      (n) All property in this State of the judgment debtor where the judgment is in favor of any state for failure to pay that state’s income tax on benefits received from a pension or other retirement plan.

      (o) Any vehicle owned by the judgment debtor for use by him or his dependent that is equipped or modified to provide mobility for a person with a permanent disability.

      (p) Any prosthesis or equipment prescribed by a physician or dentist for the judgment debtor or a dependent of the debtor.

      (q) Money, not to exceed $500,000 in present value, held in:

             (1) An individual retirement arrangement which conforms with the applicable limitations and requirements of section 408 or 408A of the Internal Revenue Code, 26 U.S.C. §§ 408 and 408A;

             (2) A written simplified employee pension plan which conforms with the applicable limitations and requirements of section 408 of the Internal Revenue Code, 26 U.S.C. § 408;

             (3) A cash or deferred arrangement which is a qualified plan pursuant to the Internal Revenue Code;

             (4) A trust forming part of a stock bonus, pension or profit-sharing plan which is a qualified plan pursuant to sections 401 et seq. of the Internal Revenue Code, 26 U.S.C. §§ 401 et seq.; and

             (5) A trust forming part of a qualified tuition program pursuant to chapter 353B of NRS, any applicable regulations adopted pursuant to chapter 353B of NRS and section 529 of the Internal Revenue Code, 26 U.S.C. § 529, unless the money is deposited after the entry of a judgment against the purchaser or account owner or the money will not be used by any beneficiary to attend a college or university.

      (r) All money and other benefits paid pursuant to the order of a court of competent jurisdiction for the support, education and maintenance of a child, whether collected by the judgment debtor or the State.

      (s) All money and other benefits paid pursuant to the order of a court of competent jurisdiction for the support and maintenance of a former spouse, including the amount of any arrearages in the payment of such support and maintenance to which the former spouse may be entitled.

      (t) Payments, in an amount not to exceed $16,150, received as compensation for personal injury, not including compensation for pain and suffering or actual pecuniary loss, by the judgment debtor or by a person upon whom the judgment debtor is dependent at the time the payment is received.

      (u) Payments received as compensation for the wrongful death of a person upon whom the judgment debtor was dependent at the time of the wrongful death, to the extent reasonably necessary for the support of the judgment debtor and any dependent of the judgment debtor.

      (v) Payments received as compensation for the loss of future earnings of the judgment debtor or of a person upon whom the judgment debtor is dependent at the time the payment is received, to the extent reasonably necessary for the support of the judgment debtor and any dependent of the judgment debtor.

      (w) Payments received as restitution for a criminal act.

 


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ê2007 Statutes of Nevada, Page 2713 (Chapter 480, SB 242)ê

 

      (x) Payments received pursuant to the federal Social Security Act, including, without limitation, retirement and survivors’ benefits, supplemental security income benefits and disability insurance benefits.

      (y) Stock of a corporation described in subsection 2 of section 43.5 of this act except as set forth in that section.

      2.  Except as otherwise provided in NRS 115.010, no article or species of property mentioned in this section is exempt from execution issued upon a judgment to recover for its price, or upon a judgment of foreclosure of a mortgage or other lien thereon.

      3.  Any exemptions specified in subsection (d) of section 522 of the Bankruptcy Act of 1978, 11 U.S.C. § 522(d), do not apply to property owned by a resident of this State unless conferred also by subsection 1, as limited by subsection 2.

      Sec. 171.6.  NRS 31.045 is hereby amended to read as follows:

      31.045  1.  Execution on the writ of attachment by attaching property of the defendant may occur only if:

      (a) The judgment creditor serves the defendant with notice of the execution when the notice of the hearing is served pursuant to NRS 31.013; or

      (b) Pursuant to an ex parte hearing, the sheriff serves upon the judgment debtor notice of the execution and a copy of the writ at the same time and in the same manner as set forth in NRS 21.076.

Ê If the attachment occurs pursuant to an ex parte hearing, the clerk of the court shall attach the notice to the writ of attachment at the time the writ is issued.

      2.  The notice required pursuant to subsection 1 must be substantially in the following form:

 

NOTICE OF EXECUTION

 

YOUR PROPERTY IS BEING ATTACHED OR

YOUR WAGES ARE BEING GARNISHED

 

      Plaintiff, .................... (name of person), alleges that you owe him money. He has begun the procedure to collect that money. To secure satisfaction of judgment the court has ordered the garnishment of your wages, bank account or other personal property held by third persons or the taking of money or other property in your possession.

      Certain benefits and property owned by you may be exempt from execution and may not be taken from you. The following is a partial list of exemptions:

      1.  Payments received pursuant to the federal Social Security Act, including, without limitation, retirement and survivors’ benefits, supplemental security income benefits and disability insurance benefits.

      2.  Payments for benefits or the return of contributions under the Public Employees’ Retirement System.

      3.  Payments for public assistance granted through the Division of Welfare and Supportive Services of the Department of Health and Human Services or a local governmental entity.

      4.  Proceeds from a policy of life insurance.

      5.  Payments of benefits under a program of industrial insurance.

 


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ê2007 Statutes of Nevada, Page 2714 (Chapter 480, SB 242)ê

 

      6.  Payments received as disability, illness or unemployment benefits.

      7.  Payments received as unemployment compensation.

      8.  Veteran’s benefits.

      9.  A homestead in a dwelling or a mobile home, not to exceed $350,000, unless:

      (a) The judgment is for a medical bill, in which case all of the primary dwelling, including a mobile or manufactured home, may be exempt.

      (b) Allodial title has been established and not relinquished for the dwelling or mobile home, in which case all of the dwelling or mobile home and its appurtenances are exempt, including the land on which they are located, unless a valid waiver executed pursuant to NRS 115.010 is applicable to the judgment.

      10.  A vehicle, if your equity in the vehicle is less than $15,000.

      11.  Seventy-five percent of the take-home pay for any workweek, unless the weekly take-home pay is less than 50 times the federal minimum hourly wage, in which case the entire amount may be exempt.

      12.  Money, not to exceed $500,000 in present value, held in:

      (a) An individual retirement arrangement which conforms with the applicable limitations and requirements of section 408 or 408A of the Internal Revenue Code, 26 U.S.C. §§ 408 and 408A;

      (b) A written simplified employee pension plan which conforms with the applicable limitations and requirements of section 408 of the Internal Revenue Code, 26 U.S.C. § 408;

      (c) A cash or deferred arrangement that is a qualified plan pursuant to the Internal Revenue Code;

      (d) A trust forming part of a stock bonus, pension or profit-sharing plan that is a qualified plan pursuant to sections 401 et seq. of the Internal Revenue Code, 26 U.S.C. §§ 401 et seq.; and

      (e) A trust forming part of a qualified tuition program pursuant to chapter 353B of NRS, any applicable regulations adopted pursuant to chapter 353B of NRS and section 529 of the Internal Revenue Code, 26 U.S.C. § 529, unless the money is deposited after the entry of a judgment against the purchaser or account owner or the money will not be used by any beneficiary to attend a college or university.

      13.  All money and other benefits paid pursuant to the order of a court of competent jurisdiction for the support, education and maintenance of a child, whether collected by the judgment debtor or the State.

      14.  All money and other benefits paid pursuant to the order of a court of competent jurisdiction for the support and maintenance of a former spouse, including the amount of any arrearages in the payment of such support and maintenance to which the former spouse may be entitled.

      15.  A vehicle for use by you or your dependent which is specially equipped or modified to provide mobility for a person with a permanent disability.

 


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ê2007 Statutes of Nevada, Page 2715 (Chapter 480, SB 242)ê

 

      16.  A prosthesis or any equipment prescribed by a physician or dentist for you or your dependent.

      17.  Payments, in an amount not to exceed $16,150, received as compensation for personal injury, not including compensation for pain and suffering or actual pecuniary loss, by the judgment debtor or by a person upon whom the judgment debtor is dependent at the time the payment is received.

      18.  Payments received as compensation for the wrongful death of a person upon whom the judgment debtor was dependent at the time of the wrongful death, to the extent reasonably necessary for the support of the judgment debtor and any dependent of the judgment debtor.

      19.  Payments received as compensation for the loss of future earnings of the judgment debtor or of a person upon whom the judgment debtor is dependent at the time the payment is received, to the extent reasonably necessary for the support of the judgment debtor and any dependent of the judgment debtor.

      20.  Payments received as restitution for a criminal act.

      21.  Stock of a corporation described in subsection 2 of section 43.5 of this act except as set forth in that section.

Ê These exemptions may not apply in certain cases such as proceedings to enforce a judgment for support of a child or a judgment of foreclosure on a mechanic’s lien. You should consult an attorney immediately to assist you in determining whether your property or money is exempt from execution. If you cannot afford an attorney, you may be eligible for assistance through .................... (name of organization in county providing legal services to the indigent or elderly persons).

 

PROCEDURE FOR CLAIMING EXEMPT PROPERTY

 

      If you believe that the money or property taken from you is exempt or necessary for the support of you or your family, you must file with the clerk of the court on a form provided by the clerk a notarized affidavit claiming the exemption. A copy of the affidavit must be served upon the sheriff and the judgment creditor within 8 days after the notice of execution is mailed. The property must be returned to you within 5 days after you file the affidavit unless the judgment creditor files a motion for a hearing to determine the issue of exemption. If this happens, a hearing will be held to determine whether the property or money is exempt. The hearing must be held within 10 days after the motion for a hearing is filed.

 

      IF YOU DO NOT FILE THE AFFIDAVIT WITHIN THE TIME SPECIFIED, YOUR PROPERTY MAY BE SOLD AND THE MONEY GIVEN TO THE JUDGMENT CREDITOR, EVEN IF THE PROPERTY OR MONEY IS EXEMPT.

 

      If you received this notice with a notice of a hearing for attachment and you believe that the money or property which would be taken from you by a writ of attachment is exempt or necessary for the support of you or your family, you are entitled to describe to the court at the hearing why you believe your property is exempt.

 


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ê2007 Statutes of Nevada, Page 2716 (Chapter 480, SB 242)ê

 

court at the hearing why you believe your property is exempt. You may also file a motion with the court for a discharge of the writ of attachment. You may make that motion any time before trial. A hearing will be held on that motion.

 

      IF YOU DO NOT FILE THE MOTION BEFORE THE TRIAL, YOUR PROPERTY MAY BE SOLD AND THE MONEY GIVEN TO THE PLAINTIFF, EVEN IF THE PROPERTY OR MONEY IS EXEMPT OR NECESSARY FOR THE SUPPORT OF YOU OR YOUR FAMILY.

      Sec. 171.8.  NRS 31.050 is hereby amended to read as follows:

      31.050  Subject to the order for attachment and the provisions of section 43.5 of this act and chapter 104 of NRS, the right of shares which the defendant may have in the stock of any corporation or company, together with the interest and profits therein, and all debts due such defendant, and all other property in this State of such defendant not exempt from execution, may be attached, and if judgment be recovered, be sold to satisfy the judgment and execution.

      Sec. 172.  NRS 108.227 is hereby amended to read as follows:

      108.227  1.  In addition to the requirements of NRS 108.226, a copy of the notice of lien must be served upon the owner of the property within 30 days after recording the notice of lien, in one of the following ways:

      (a) By personally delivering a copy of the notice of lien to the owner or [resident] registered agent of the owner;

      (b) By mailing a copy of the notice of lien by certified mail return receipt requested to the owner at his place of residence or his usual place of business or to the [resident] registered agent of the owner at the address of the [resident] registered agent; or

      (c) If the place of residence or business of the owner and the address of the [resident] registered agent of the owner, if applicable, cannot be determined, by:

             (1) Fixing a copy of the notice of lien in a conspicuous place on the property;

             (2) Delivering a copy of the notice of lien to a person there residing, if such a person can be found; and

             (3) Mailing a copy of the notice of lien addressed to the owner at:

                   (I) The place where the property is located;

                   (II) The address of the owner as identified in the deed;

                   (III) The address identified in the records of the office of the county assessor; or

                   (IV) The address identified in the records of the county recorder of the county in which the property is located.

      2.  If there is more than one owner, failure to serve a copy of the notice of lien upon a particular owner does not invalidate a notice of lien if properly served upon another owner.

      3.  Each subcontractor who participates in the construction, improvement, alteration or repair of a work of improvement shall deliver a copy of each notice of lien required by NRS 108.226 to the prime contractor. The failure of a subcontractor to deliver the notice to the prime contractor is a ground for disciplinary proceedings pursuant to chapter 624 of NRS.

 


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ê2007 Statutes of Nevada, Page 2717 (Chapter 480, SB 242)ê

 

      Sec. 173.  NRS 273.010 is hereby amended to read as follows:

      273.010  1.  Every municipal corporation organized in another state, that enters this State to do business, shall, before commencing work or doing any business in this State, file in the Office of the Secretary of State:

      (a) A certified copy of its charter, or of the statute or statutes, or legislative, executive or governmental acts, or other instruments of authority by which it was created; and

      (b) [A certificate of acceptance of appointment executed by the resident agent of the corporation.] The information required pursuant to section 31 of this act.

      2.  A certified copy of the charter, papers or other instruments and the [certificate of acceptance,] information required pursuant to section 31 of this act, certified by the Secretary of State of this State, must also be filed in the office of the county clerk of the county where the principal place of business of the municipality in this State is located.

      Sec. 174.  NRS 273.050 is hereby amended to read as follows:

      273.050  Every foreign municipal corporation owning property or doing business in this State shall appoint and keep in this State a [resident] registered agent as provided in NRS 14.020.

      Sec. 175.  NRS 293.128 is hereby amended to read as follows:

      293.128  1.  To qualify as a major political party, any organization must, under a common name:

      (a) On January 1 preceding any primary election, have been designated as a political party on the applications to register to vote of at least 10 percent of the total number of registered voters in this State; or

      (b) File a petition with the Secretary of State not later than the last Friday in April before any primary election signed by a number of registered voters equal to or more than 10 percent of the total number of votes cast at the last preceding general election for the offices of Representative in Congress.

      2.  If a petition is filed pursuant to paragraph (b) of subsection 1, the names of the voters need not all be on one document, but each document of the petition must be verified by the circulator thereof to the effect that the signers are registered voters of this State according to his best information and belief and that the signatures are genuine and were signed in his presence. Each document of the petition must bear the name of a county, and only registered voters of that county may sign the document. The documents which are circulated for signature must then be submitted for verification pursuant to NRS 293.1276 to 293.1279, inclusive, not later than 25 working days before the last Friday in April preceding a primary election.

      3.  In addition to the requirements set forth in subsection 1, each organization which wishes to qualify as a political party must file with the Secretary of State a certificate of existence which includes the:

      (a) Name of the political party;

      (b) Names and addresses of its officers;

      (c) Names of the members of its executive committee; and

      (d) Name of the person who is authorized by the party to act as [resident] registered agent in this State.

      4.  A political party shall file with the Secretary of State an amended certificate of existence within 5 days after any change in the information contained in the certificate.

 


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ê2007 Statutes of Nevada, Page 2718 (Chapter 480, SB 242)ê

 

      Sec. 176.  NRS 294A.230 is hereby amended to read as follows:

      294A.230  1.  Each committee for political action shall, before it engages in any activity in this State, register with the Secretary of State on forms supplied by him.

      2.  The form must require:

      (a) The name of the committee;

      (b) The purpose for which it was organized;

      (c) The names, addresses and telephone numbers of its officers;

      (d) If the committee for political action is affiliated with any other organizations, the name, address and telephone number of each organization;

      (e) The name, address and telephone number of its [resident] registered agent; and

      (f) Any other information deemed necessary by the Secretary of State.

      3.  A committee for political action shall file with the Secretary of State an amended form for registration within 30 days after any change in the information contained in the form for registration.

      4.  The Secretary of State shall include on his Internet website the information required pursuant to subsection 2.

      Sec. 177.  NRS 294A.240 is hereby amended to read as follows:

      294A.240  Each committee for political action shall appoint and keep in this State a [resident] registered agent , as provided in NRS 14.020, who must be a natural person who resides in this State.

      Sec. 178.  NRS 294A.250 is hereby amended to read as follows:

      294A.250  Each committee for the recall of a public officer shall register with the Secretary of State, on a form provided by him. Each form must include:

      1.  The name of the committee;

      2.  The purpose for which it was organized;

      3.  The names and addresses of its officers; and

      4.  If the committee is organized and located outside this State, the name and address of its [resident] registered agent.

      Sec. 179.  NRS 294A.260 is hereby amended to read as follows:

      294A.260  Each committee for the recall of a public officer which is organized and located outside this State shall appoint and keep in this State a [resident] registered agent , as provided in NRS 14.020, who must be a natural person residing in this State.

      Sec. 180.  NRS 370.665 is hereby amended to read as follows:

      370.665  1.  A manufacturer of tobacco products whose cigarettes are sold in this State, whether or not directly or through a distributor, retailer or similar intermediary or intermediaries shall, not later than April 30 of each year, execute and deliver to the Attorney General and the Department, on a form provided by the Department, a certification which certifies under penalty of perjury that, as of the date of that certification, the manufacturer of tobacco products is either:

      (a) A participating manufacturer; or

      (b) In full compliance with subsection 2 of NRS 370A.140, including any quarterly installment payments required pursuant to NRS 370.690.

      2.  Except as otherwise provided in NRS 370.670:

      (a) A participating manufacturer shall include in its certification pursuant to this section a list of its brand families. The participating manufacturer shall update that list at least 30 calendar days before it adds to or modifies its brand families by executing and delivering a supplemental certification to the Attorney General and the Department.

 


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shall update that list at least 30 calendar days before it adds to or modifies its brand families by executing and delivering a supplemental certification to the Attorney General and the Department.

      (b) A nonparticipating manufacturer shall, in its certification pursuant to this section:

             (1) Include:

                   (I) A list of all of its brand families and the number of units sold for each brand family that were sold in the State during the preceding calendar year; and

                   (II) A list of all of its brand families that have been sold in the State at any time during the current calendar year;

             (2) Indicate, by an asterisk, any brand family sold in the State during the preceding calendar year that is no longer being sold in the State as of the date of the certification; and

             (3) Identify, by name and address, any other manufacturer of those brand families in the preceding or current calendar year.

Ê A nonparticipating manufacturer shall update the information required by this paragraph at least 30 calendar days before it adds to or modifies its brand families by executing and delivering a supplemental certification to the Attorney General and the Department.

      3.  In addition to the requirements of subsection 2, the certification of a nonparticipating manufacturer pursuant to this section must certify:

      (a) That the nonparticipating manufacturer is registered to do business in the State or has appointed [a resident] an agent for service of process and provided notice thereof as required by NRS 370.680;

      (b) That the nonparticipating manufacturer has:

             (1) Established and continues to maintain a qualified escrow fund; and

             (2) Executed a qualified escrow agreement governing the qualified escrow fund that has been reviewed and approved by the Attorney General;

      (c) That the nonparticipating manufacturer is in full compliance with chapter 370A of NRS and any regulations adopted pursuant thereto;

      (d) The name, address and telephone number of the financial institution where the nonparticipating manufacturer has established the qualified escrow fund required pursuant to chapter 370A of NRS and any regulations adopted pursuant thereto;

      (e) The account number of that qualified escrow fund and any subaccount number for this State;

      (f) The amount the nonparticipating manufacturer placed in that qualified escrow fund for cigarettes sold in the State during the preceding calendar year, the date and amount of each such deposit, and such evidence or verification as may be deemed necessary by the Department to confirm the information required by this paragraph; and

      (g) The amount and date of any withdrawal or transfer of money the nonparticipating manufacturer made at any time from that qualified escrow fund or from any other qualified escrow fund into which it ever made escrow payments pursuant to chapter 370A of NRS and any regulations adopted pursuant thereto.

      Sec. 181.  NRS 463.311 is hereby amended to read as follows:

      463.311  The Commission may issue an emergency order for suspension, limitation or conditioning of a license, registration, finding of suitability, pari-mutuel license or prior approval, or may issue an emergency order requiring a licensed gaming establishment to keep an individual licensee from the premises of the licensed gaming establishment or not to pay such licensee any remuneration for services or any profits, income or accruals on his investment in the licensed gaming establishment in the following manner:

 


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order requiring a licensed gaming establishment to keep an individual licensee from the premises of the licensed gaming establishment or not to pay such licensee any remuneration for services or any profits, income or accruals on his investment in the licensed gaming establishment in the following manner:

      1.  An emergency order may be issued only when the Commission believes that:

      (a) There has been a violation of subsection 2 of NRS 463.360 or NRS 465.083;

      (b) Such action is necessary to prevent a violation of NRS 465.083;

      (c) There has been a violation of subsection 1 of NRS 463.160; or

      (d) Such action is necessary for the immediate preservation of the public peace, health, safety, morals, good order or general welfare.

      2.  The emergency order must set forth the grounds upon which it is issued, including a statement of facts constituting the alleged emergency necessitating such action.

      3.  An emergency order may be issued only with the approval of and upon signature by not less than three members of the Commission.

      4.  The emergency order is effective immediately upon issuance and service upon the licensee or [resident] registered agent of the licensee or, in cases involving registrations, findings of suitability, pari-mutuel licenses or any prior approval, upon issuance and service upon the person or entity involved or [resident] registered agent of the entity involved. The emergency order may suspend, limit, condition or take other action in relation to the license of one or more persons in an operation without affecting other individual licensees or the licensed gaming establishment. The emergency order remains effective until further order of the Commission or final disposition of the case.

      5.  Within 5 days after issuance of an emergency order, the Commission shall cause a complaint to be filed and served upon the person or entity involved in accordance with the provisions of NRS 463.312.

      6.  Thereafter, the person or entity against whom the emergency order has been issued and served is entitled to a hearing before the Commission in accordance with NRS 463.312 to 463.3145, inclusive, and to judicial review of the decision and order of the Commission thereon in accordance with NRS 463.315 to 463.318, inclusive.

      Sec. 182.  NRS 519A.190 is hereby amended to read as follows:

      519A.190  A person who desires to engage in an exploration project must:

      1.  File with the Division, upon a form approved by it, an application for a permit. The application must include:

      (a) The name and address of the applicant and, if a corporation or other business entity, the name and address of its principal officers and its [resident] registered agent for service of process;

      (b) An exploration map or sketch in sufficient detail to enable the Division to locate the area to be explored and to determine whether significant environmental problems are likely to result;

      (c) The kinds of prospecting and excavation techniques that will be used in the exploration project; and

      (d) Any other information required by the regulations adopted by the Commission pursuant to NRS 519A.160.

 


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      2.  Pay to the Division the application fee established in the regulations adopted by the Commission pursuant to NRS 519A.160.

      3.  Agree in writing to assume responsibility for the reclamation of any surface area damaged as a result of the exploration project.

      4.  Not be in default of any other obligation relating to reclamation pursuant to this chapter.

      5.  File with the Division a bond or other surety in a form approved by the Administrator and in an amount required by the regulations adopted by the Commission pursuant to NRS 519A.160.

      Sec. 183.  NRS 519A.210 is hereby amended to read as follows:

      519A.210  A person who desires to engage in a mining operation must:

      1.  File with the Division, upon a form approved by it, an application for a permit for each location at which he will conduct operations. The application must include:

      (a) The name and address of the applicant and, if a corporation or other business entity, the name and address of its principal officers and its [resident] registered agent for service of process;

      (b) A completed checklist developed by the Division pursuant to NRS 519A.220; and

      (c) Any other information required by the regulations adopted by the Commission pursuant to NRS 519A.160.

      2.  Pay to the Division the application fee established in the regulations adopted by the Commission pursuant to NRS 519A.160.

      3.  Agree in writing to assume responsibility for the reclamation of any land damaged as a result of the mining operation.

      4.  Not be in default of any other obligation relating to reclamation pursuant to this chapter.

      5.  File with the Division a bond or other surety in a form and amount required by the regulations adopted by the Commission pursuant to NRS 519A.160.

      6.  File with the Division of Minerals of the Commission on Mineral Resources a copy of the plan for reclamation which is filed with the application pursuant to subsection 1, on the same day the application is filed with the Division.

      Sec. 184.  NRS 598.767 is hereby amended to read as follows:

      598.767  An organization shall file with the Division [a designation and acceptance of] the information required pursuant to section 31 of this act and continuously maintain a [resident] registered agent for service of legal process.

      Sec. 184.5.  Chapter 604A of NRS is hereby amended by adding thereto a new section to read as follows:

      If the Commissioner receives information from a registered agent pursuant to section 40.2 of this act which indicates that a person may be violating the provisions of this chapter, the Commissioner shall investigate the person and take any appropriate action pursuant thereto.

      Sec. 184.7.  NRS 604A.710 is hereby amended to read as follows:

      604A.710  1.  For the purpose of discovering violations of this chapter or of securing information lawfully required under this chapter, the Commissioner or his duly authorized representatives may at any time investigate the business and examine the books, accounts, papers and records used therein of:

 


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      (a) Any licensee;

      (b) Any other person engaged in the business of making loans or participating in such business as principal, agent, broker or otherwise; [and]

      (c) Any registered agent who represents a licensee or any other person engaged in the business of making loans; and

      (d) Any person who the Commissioner has reasonable cause to believe is violating or is about to violate any provision of this chapter, whether or not the person claims to be within the authority or beyond the scope of this chapter.

      2.  For the purpose of examination, the Commissioner or his authorized representatives shall have and be given free access to the offices and places of business, and the files, safes and vaults of such persons.

      3.  The investigation of a registered agent pursuant to subsection 1, including, without limitation, any books, accounts, papers and records used therein must be kept confidential except to the extent necessary to enforce any provision of this chapter.

      4.  For the purposes of this section, any person who advertises for, solicits or holds himself out as willing to make any deferred deposit loan, short-term loan or title loan is presumed to be engaged in the business of making loans.

      Sec. 184.9.  NRS 604A.810 is hereby amended to read as follows:

      604A.810  1.  Whenever the Commissioner has reasonable cause to believe that any person is violating or is threatening to or intends to violate any provision of this chapter, he may, in addition to all actions provided for in this chapter and without prejudice thereto, enter an order requiring the person to desist or to refrain from such violation.

      2.  The Attorney General or the Commissioner may bring an action to enjoin a person from engaging in or continuing a violation or from doing any act or acts in furtherance thereof. In any such action, an order or judgment may be entered awarding a preliminary or final injunction as may be deemed proper.

      3.  In addition to all other means provided by law for the enforcement of a restraining order or injunction, the court in which an action is brought may impound, and appoint a receiver for, the property and business of the defendant, including books, papers, documents and records pertaining thereto, or so much thereof as the court may deem reasonably necessary to prevent violations of this chapter through or by means of the use of property and business [.] , whether such books, papers, documents and records are in the possession of the defendant, a registered agent acting on behalf of the defendant or any other person. A receiver, when appointed and qualified, has such powers and duties as to custody, collection, administration, winding up and liquidation of such property and business as may from time to time be conferred upon him by the court.

      Sec. 185.  NRS 616B.398 is hereby amended to read as follows:

      616B.398  An association of self-insured public or private employers shall be deemed to have appointed the Commissioner as its [resident] agent to receive any initial legal process authorized by law to be served upon the association for as long as the association is obligated to pay any compensation under chapters 616A to 616D, inclusive, or chapter 617 of NRS.

 


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ê2007 Statutes of Nevada, Page 2723 (Chapter 480, SB 242)ê

 

      Sec. 186.  NRS 616B.679 is hereby amended to read as follows:

      616B.679  1.  Each application must include:

      (a) The applicant’s name and title of his position with the employee leasing company.

      (b) The applicant’s age, place of birth and social security number.

      (c) The applicant’s address.

      (d) The business address of the employee leasing company.

      (e) The business address of the [resident] registered agent of the employee leasing company, if the applicant is not the [resident] registered agent.

      (f) If the applicant is a:

             (1) Partnership, the name of the partnership and the name, address, age, social security number and title of each partner.

             (2) Corporation, the name of the corporation and the name, address, age, social security number and title of each officer of the corporation.

      (g) Proof of:

             (1) Compliance with the provisions of NRS 360.780.

             (2) The payment of any premiums for industrial insurance required by chapters 616A to 617, inclusive, of NRS.

             (3) The payment of contributions or payments in lieu of contributions required by chapter 612 of NRS.

             (4) Insurance coverage for any benefit plan from an insurer authorized pursuant to title 57 of NRS that is offered by the employee leasing company to its employees.

      (h) Any other information the Administrator requires.

      2.  Each application must be notarized and signed under penalty of perjury:

      (a) If the applicant is a sole proprietorship, by the sole proprietor.

      (b) If the applicant is a partnership, by each partner.

      (c) If the applicant is a corporation, by each officer of the corporation.

      3.  An applicant shall submit to the Administrator any change in the information required by this section within 30 days after the change occurs. The Administrator may revoke the certificate of registration of an employee leasing company which fails to comply with the provisions of NRS 616B.670 to 616B.697, inclusive.

      4.  If an insurer cancels an employee leasing company’s policy, the insurer shall immediately notify the Administrator in writing. The notice must comply with the provisions of NRS 687B.310 to 687B.355, inclusive, and must be served personally on or sent by first-class mail or electronic transmission to the Administrator.

      Sec. 187.  NRS 628.440 is hereby amended to read as follows:

      628.440  1.  This chapter does not prohibit any person from serving as an employee of, or an assistant to, a certified public accountant or registered public accountant who holds a live permit, or a partnership, corporation or limited-liability company composed of certified public accountants or registered public accountants registered pursuant to NRS 628.340, 628.343, 628.345, 628.360, 628.363 or 628.365 if the employee or assistant does not issue any accounting or financial statement over his name.

      2.  The Board may adopt regulations providing for the issuance of temporary permits to persons who do not hold live permits and do not have a registered office or residence in this State, or to partnerships, corporations and limited-liability companies which are not registered and have no registered office, to permit those persons, partnerships, corporations and limited-liability companies to fulfill specific engagements or employments in this State.

 


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registered office, to permit those persons, partnerships, corporations and limited-liability companies to fulfill specific engagements or employments in this State. A temporary permit:

      (a) Is valid for no more than 6 months;

      (b) Covers only one engagement; and

      (c) May not be issued to any person unless he is a certified public accountant or registered public accountant of another state or jurisdiction of the United States approved by the Board, or to any partnership, corporation or limited-liability company unless all of the partners, shareholders or members thereof are certified public accountants or registered public accountants of another state or a jurisdiction of the United States approved by the Board.

      3.  Each person, partnership, corporation and limited-liability company applying for a temporary permit shall file with the Board a designation and acceptance of [a resident] an agent for service of legal process and shall pay a fee established by the Board by regulation before commencing work for a client.

      4.  The person, partner, shareholder or member who is responsible for the conduct of the engagement shall be deemed to be personally engaged in the practice of public accounting in this State, and must meet all requirements of NRS 628.310 and requirements for continuing education.

      5.  A person who holds a temporary permit is subject to all of the provisions of this chapter relating to discipline. The Board may refuse to act upon an application for further permits for a period of time set by the Board, or may refuse to issue a temporary permit to any person, partnership corporation or limited-liability company if disciplinary proceedings are pending in any jurisdiction.

      Sec. 188.  NRS 662.235 is hereby amended to read as follows:

      662.235  1.  Any bank organized under this title may state in its articles of incorporation that it will carry on a trust company business in connection with the banking business, and in addition to the powers conferred upon banks may:

      (a) Act as trustee under any mortgage or bond of any person, firm or corporation, or of any municipality or body politic.

      (b) Accept and execute any municipal, corporate or individual trust not inconsistent with the laws of this State.

      (c) Act under the order or appointment of any court as guardian, commissioner, receiver or trustee.

      (d) Act as executor or trustee under any will.

      (e) Act as fiscal or transfer agent of any state, municipality, body politic or corporation, and in a capacity to receive and disburse money and register, transfer and countersign certificates of stock, bonds and other evidences of indebtedness.

      (f) Act as local or [resident] registered agent of foreign corporations.

      2.  Any such bank holding any asset as a fiduciary shall:

      (a) Segregate all such assets from any other assets of the bank and from the assets of any other trust, except as may be expressly provided otherwise by law or by the writing creating the trust.

      (b) Record such assets in a separate set of books maintained for fiduciary activities.

 


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      Sec. 189.  NRS 669.080 is hereby amended to read as follows:

      669.080  1.  This chapter does not apply to a person who:

      (a) Does business under the laws of this State, the United States or another state relating to banks, savings banks, savings and loan associations or thrift companies, but if the business conducted in this State is not subject to supervision by a regulatory authority of another jurisdiction, the person must be licensed pursuant to this chapter;

      (b) Is appointed as a fiduciary pursuant to NRS 662.245;

      (c) Is acting in the performance of his duties as an attorney at law;

      (d) Acts as a trustee under a deed of trust;

      (e) Acts as a [resident] registered agent for a domestic or foreign corporation, limited-liability company, limited partnership or limited-liability partnership;

      (f) Acts as a trustee of a trust holding real property for the primary purpose of facilitating any transaction with respect to real estate if he is not regularly engaged in the business of acting as a trustee for such trusts;

      (g) Engages in the business of a collection agency pursuant to chapter 649 of NRS;

      (h) Engages in the business of an escrow agency, escrow agent or escrow officer pursuant to the provisions of chapter 645A or 692A of NRS;

      (i) Acts as a trustee of a trust created for charitable or nonprofit purposes if he is not regularly engaged in the business of acting as trustee for such trusts;

      (j) Receives money or other property as a real estate broker licensed under chapter 645 of NRS on behalf of a principal;

      (k) Engages in transactions as a broker-dealer or sales representative pursuant to chapter 90 of NRS;

      (l) Acts as a fiduciary under a court trust;

      (m) Does business as an insurer authorized to issue policies of life insurance and annuities or endowment contracts in this State and is subject to regulation and control of the Commissioner of Insurance; or

      (n) Acts as a fiduciary if:

             (1) The fiduciary relationship is not one of his principal occupations; or

             (2) He serves as a fiduciary for a relative by blood or marriage.

      2.  A bank, savings bank, savings and loan association or thrift company claiming an exemption from this chapter pursuant to paragraph (a) of subsection 1 must notify the Commissioner of Financial Institutions of its intention to engage in the business of a trust company in this State and present proof satisfactory to the Commissioner of Financial Institutions that its fiduciary activities in this State will be subject to regulation by another jurisdiction.

      Sec. 190.  NRS 669.210 is hereby amended to read as follows:

      669.210  1.  Each licensed trust company may:

      (a) Act as trustee under any mortgage or bond of any person or of any municipality or body politic.

      (b) Accept and execute any municipal or corporate or individual trust not inconsistent with the laws of this State.

      (c) Act under the order or appointment of any court as guardian, administrator, receiver or trustee.

      (d) Act as executor or trustee under any will.

 


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      (e) Act as fiscal or transfer agent of any state, municipality, body politic or corporation, and in such capacity receive and disburse money and register, transfer and countersign certificates of stock, bonds and other evidences of indebtedness.

      (f) Act as local or [resident] registered agent of foreign corporations.

      (g) Accept and execute any trust business permitted by any law.

      (h) Acquire the fiduciary rights, powers, duties and liabilities of a bank, savings and loan association, thrift company, trust company or credit union licensed pursuant to titles 55 and 56 of NRS, and upon the effective date of such an acquisition, the fiduciary rights, powers, duties and liabilities of the bank, savings and loan association, thrift company, trust company or credit union vest in and must be performed by the acquiring trust company.

      (i) Do and perform all acts necessary to exercise the powers enumerated in this subsection and authorized by this chapter and any other applicable laws of this State.

      2.  A trust company may not engage in any banking business by accepting deposits or making loans.

      Sec. 190.5.  Chapter 675 of NRS is hereby amended by adding thereto a new section to read as follows:

      If the Commissioner receives information from a registered agent pursuant to section 40.2 of this act which indicates that a person may be violating the provisions of this chapter, the Commissioner shall investigate the person and take any appropriate action pursuant thereto.

      Sec. 190.7.  NRS 675.380 is hereby amended to read as follows:

      675.380  1.  For the purpose of discovering violations of this chapter or of securing information lawfully required under this chapter, the Commissioner or his duly authorized representatives may at any time investigate the business and examine the books, accounts, papers and records used therein of:

      (a) Any licensee;

      (b) Any other person engaged in the business described in NRS 675.060 or participating in such business as principal, agent, broker or otherwise; [and]

      (c) Any registered agent who represents a licensee or any other person engaged in the business described in NRS 675.060; and

      (d) Any person who the Commissioner has reasonable cause to believe is violating or is about to violate any provision of this chapter, whether or not the person claims to be within the authority or beyond the scope of this chapter.

      2.  For the purpose of examination the Commissioner or his authorized representatives shall have and be given free access to the offices and places of business, files, safes and vaults of such persons.

      3.  The investigation of a registered agent pursuant to subsection 1, including, without limitation, any book, accounts, papers and records used therein must be kept confidential except to the extent necessary to enforce any provision of this chapter.

      4.  For the purposes of this section, any person who advertises for, solicits or holds himself out as willing to make loan transactions is presumed to be engaged in the business described in NRS 675.060.

      Sec. 190.9.  NRS 675.430 is hereby amended to read as follows:

      675.430  1.  Whenever the Commissioner has reasonable cause to believe that any person is violating or is threatening to or intends to violate any provision of this chapter, he may, in addition to all actions provided for in this chapter and without prejudice thereto, enter an order requiring a person to desist or to refrain from such violation.

 


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ê2007 Statutes of Nevada, Page 2727 (Chapter 480, SB 242)ê

 

any provision of this chapter, he may, in addition to all actions provided for in this chapter and without prejudice thereto, enter an order requiring a person to desist or to refrain from such violation.

      2.  An action may be brought on the relation of the Attorney General and the Commissioner to enjoin a person from engaging in or continuing a violation or from doing any act or acts in furtherance thereof. In any such action, an order or judgment may be entered awarding a preliminary or final injunction as may be deemed proper.

      3.  In addition to all other means provided by law for the enforcement of a restraining order or injunction, the court in which an action is brought may impound, and appoint a receiver for, the property and business of the defendant, including books, papers, documents and records pertaining thereto, or so much thereof as the court may deem reasonably necessary to prevent violations of this chapter through or by means of the use of property and business [.] , whether such books, papers, documents and records are in the possession of the defendant, a registered agent acting on behalf of the defendant or any other person. A receiver, when appointed and qualified, has such powers and duties as to custody, collection, administration, winding up and liquidation of such property and business as may from time to time be conferred upon him by the court.

      Sec. 191.  NRS 678.344 is hereby amended to read as follows:

      678.344  The Commissioner shall issue a certificate of authority to a foreign credit union if he is satisfied that:

      1.  The members of the credit union to be served in this State are adequately protected by any form of security which is comparable to that required of credit unions organized under the provisions of this chapter.

      2.  The officer who supervises the credit union in the state in which it was organized has authorized it to do business in Nevada and agrees to furnish, upon request, copies of reports relating to the credit union.

      3.  The members to be served in this State have a need for the service and adequate service is not available through existing credit unions.

      4.  A [resident] registered agent has been designated.

      5.  The state in which the credit union was organized issues comparable authorization to credit unions organized under the provisions of this chapter.

      Sec. 192.  NRS 696B.260 is hereby amended to read as follows:

      696B.260  A certified copy of any order to show cause issued under NRS 696B.250, and a copy of the petition upon which the order is made [shall] , must be served upon the insurer by delivering the same to its president, vice president, secretary, treasurer, director, [resident] agent for service of process, or to its managing agent, or attorney-in-fact , [(] if a reciprocal insurer . [).] If no such officer or functionary can readily be found in this State, then such process may be served upon the insurer by service thereof upon the Commissioner pursuant to NRS 680A.250 and 680A.260, and in which case the additional 10 days provided by subsection 3 of NRS 680A.260 [shall] does not apply.

      Sec. 193.  NRS 78.095, 78.110, 78.165, 86.125, 86.235, 88.331, 88A.070, 88A.510, and 88A.540 are hereby repealed.

      Sec. 194.  The amendatory provisions of this act do not affect an action or proceeding commenced or right accrued before July 1, 2007.

      Sec. 195.  1.  This section and sections 40.2, 40.4, 40.6, 43.5, 49.5, 171.2, 171.4, 171.6, 171.8, 184.5, 184.7, 184.9, 190.5, 190.7, 190.9 and 194 of this act become effective on July 1, 2007.

 


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ê2007 Statutes of Nevada, Page 2728 (Chapter 480, SB 242)ê

 

      2.  Sections 1 to 40, inclusive, 41, 42, 43, 44 to 49, inclusive, 50 to 171, inclusive, 172 to 184, inclusive, 185 to 190, inclusive, 191, 192 and 193 of this act become effective on July 1, 2007, for the purpose of adopting regulations and on July 1, 2008, for all other purposes.

________

 

CHAPTER 481, SB 394

Senate Bill No. 394–Senator Nolan

 

CHAPTER 481

 

AN ACT relating to traffic laws; increasing the penalty for certain traffic violations; requiring certain persons to appear personally in court for traffic violations; and providing other matters properly relating thereto.

 

[Approved: June 13, 2007]

 

Legislative Counsel’s Digest:

      Section 7 of this bill increases the maximum term of imprisonment for refusal to stop a vehicle or to elude a peace officer when given a signal to stop which results in the death or bodily harm of another person from 15 years to 20 years and the fine from $10,000 to $50,000. (NRS 484.348) Section 7 also provides that if the driver of a motor vehicle is convicted of a violation of NRS 484.379 arising out of the same act or transaction as the refusal to stop a vehicle or to elude a peace officer when given a signal to stop, the driver is guilty of a category D felony for refusing to stop the vehicle or eluding a peace officer when given a signal to stop.

      Section 8 of this bill establishes penalties for aggressive driving. (NRS 484.3765)

      Existing law allows a person to comply with a written promise to appear in court by an appearance by counsel. (NRS 171.17885) Section 10 of this bill requires a person to appear personally to comply with a written promise if the written promise is a result of a third or subsequent arrest or citation for a moving traffic violation in unrelated incidents within a 12-month period.

 

THE PEOPLE OF THE STATE OF NEVADA, REPRESENTED IN

SENATE AND ASSEMBLY, DO ENACT AS FOLLOWS:

 

      Sections 1-6.  (Deleted by amendment.)

      Sec. 7.  NRS 484.348 is hereby amended to read as follows:

      484.348  1.  Except as otherwise provided in this section, the driver of a motor vehicle who willfully fails or refuses to bring his vehicle to a stop, or who otherwise flees or attempts to elude a peace officer in a readily identifiable vehicle of any police department or regulatory agency, when given a signal to bring his vehicle to a stop is guilty of a misdemeanor.

      2.  The signal by the peace officer described in subsection 1 must be by flashing red lamp and siren.

      3.  Unless the provisions of NRS 484.377 apply if, while violating the provisions of subsection 1, the driver of the motor vehicle:

      (a) Is the proximate cause of damage to the property of a person other than himself; or

      (b) Operates the motor vehicle in a manner which endangers or is likely to endanger any person other than himself or the property of any person other than himself,

 


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ê2007 Statutes of Nevada, Page 2729 (Chapter 481, SB 394)ê

 

Ê the driver is guilty of a category B felony and shall be punished by imprisonment in the state prison for a minimum term of not less than 1 year and a maximum term of not more than 6 years, or by a fine of not more than $5,000, or by both fine and imprisonment.

      4.  If, while violating the provisions of subsection 1, the driver of the motor vehicle is the proximate cause of the death of or bodily harm to any person other than himself, the driver is guilty of a category B felony and shall be punished by imprisonment in the state prison for a minimum term of not less than 2 years and a maximum term of not more than [15] 20 years, or by a fine of not more than [$10,000,] $50,000, or by both fine and imprisonment.

      5.  If the driver of the motor vehicle is convicted of a violation of NRS 484.379 arising out of the same act or transaction as a violation of subsection 1, the driver is guilty of a category D felony and shall be punished as provided in NRS 193.130 for the violation of subsection 1.

      Sec. 8.  NRS 484.3765 is hereby amended to read as follows:

      484.3765  1.  A driver commits an offense of aggressive driving if, during any single, continuous period of driving within the course of 1 mile, the driver does all the following, in any sequence:

      (a) Commits one or more acts of speeding in violation of NRS 484.361 or 484.366.

      (b) Commits two or more of the following acts, in any combination, or commits any of the following acts more than once:

             (1) Failing to obey an official traffic-control device in violation of NRS 484.278.

             (2) Overtaking and passing another vehicle upon the right by driving off the paved portion of the highway in violation of NRS 484.297.

             (3) Improper or unsafe driving upon a highway that has marked lanes for traffic in violation of NRS 484.305.

             (4) Following another vehicle too closely in violation of NRS 484.307.

             (5) Failing to yield the right-of-way in violation of any provision of NRS 484.315 to 484.323, inclusive.

      (c) Creates an immediate hazard, regardless of its duration, to another vehicle or to another person, whether or not the other person is riding in or upon the vehicle of the driver or any other vehicle.

      2.  A driver may be prosecuted and convicted of an offense of aggressive driving in violation of subsection 1 whether or not the driver is prosecuted or convicted for committing any of the acts described in paragraphs (a) and (b) of subsection 1.

      3.  A driver who commits an offense of aggressive driving in violation of subsection 1 is guilty of a misdemeanor [.] and:

      (a) For the first offense, shall be punished:

             (1) By a fine of not less than $250 but not more than $1,000; or

             (2) By both fine and imprisonment in the county jail for not more than 6 months.

      (b) For the second offense, shall be punished:

             (1) By a fine of not less than $1,000 but not more than $1,500; or

             (2) By both fine and imprisonment in the county jail for not more than 6 months.

      (c) For the third and each subsequent offense, shall be punished:

             (1) By a fine of not less than $1,500 but not more than $2,000; or

 


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ê2007 Statutes of Nevada, Page 2730 (Chapter 481, SB 394)ê

 

             (2) By both fine and imprisonment in the county jail for not more than 6 months.

      4.  In addition to any other penalty [:] pursuant to subsection 3:

      (a) For the first offense within 2 years, the court shall order the driver to attend, at his own expense, a course of traffic safety approved by the Department and may issue an order suspending the driver’s license of the driver for a period of not more than 30 days.

      (b) For a second or subsequent offense within 2 years, the court shall issue an order revoking the driver’s license of the driver for a period of 1 year.

      [4.] 5.  To determine whether the provisions of paragraph (a) or (b) of subsection [3] 4 apply to one or more offenses of aggressive driving, the court shall use the date on which each offense of aggressive driving was committed.

      [5.] 6.  If the driver is already the subject of any other order suspending or revoking his driver’s license, the court shall order the additional period of suspension or revocation, as appropriate, to apply consecutively with the previous order.

      [6.] 7.  If the court issues an order suspending or revoking the driver’s license of the driver pursuant to this section, the court shall require the driver to surrender to the court all driver’s licenses then held by the driver. The court shall, within 5 days after issuing the order, forward the driver’s licenses and a copy of the order to the Department.

      [7.] 8.  If the driver successfully completes a course of traffic safety ordered pursuant to this section, the Department shall cancel three demerit points from his driving record in accordance with NRS 483.448 or 483.475, as appropriate, unless the driver would not otherwise be entitled to have those demerit points cancelled pursuant to the provisions of that section.

      [8.] 9.  This section does not preclude the suspension or revocation of the driver’s license of the driver, or the suspension of the future driving privileges of a person, pursuant to any other provision of law.

      [9.] 10.  A person who violates any provision of subsection 1 may be subject to the additional penalty set forth in NRS 484.3667.

      Sec. 9.  (Deleted by amendment.)

      Sec. 10.  NRS 171.17785 is hereby amended to read as follows:

      171.17785  1.  It is unlawful for a person to violate his written promise to appear given to a peace officer upon the issuance of a misdemeanor citation prepared manually or electronically, regardless of the disposition of the charge for which the citation was originally issued.

      2.  [A] Except as otherwise provided in this subsection, a person may comply with a written promise to appear in court by an appearance by counsel. A person who has been convicted of two or more moving traffic violations in unrelated incidents within a 12-month period and is subsequently arrested or issued a citation within that 12-month period shall appear personally in court with or without counsel.

      3.  A warrant may issue upon a violation of a written promise to appear.

________

 


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ê2007 Statutes of Nevada, Page 2731ê

 

CHAPTER 482, SB 450

Senate Bill No. 450–Committee on Transportation and Homeland Security

 

CHAPTER 482

 

AN ACT relating to transportation; establishing a regional advisory committee in each county whose population is 400,000 or more to advise the Department of Transportation on certain issues relating to oversized and overweight vehicles; removing the authority of a city or county to issue permits to operate oversized or overweight vehicles on the highways of this State; requiring the Department to notify a city or county when an oversized or overweight vehicle has been issued a permit to proceed upon any highway that is under the jurisdiction of the city or county; requiring the Department to adopt regulations regarding the issuance of permits to oversized or overweight vehicles or equipment to proceed upon any highway that is under the jurisdiction of certain cities and counties; providing that the Department may adopt regulations limiting the movement of oversized or overweight vehicles in certain cities and counties; prohibiting a local authority from enacting an ordinance requiring a permit to operate a vehicle; and providing other matters properly relating thereto.

 

[Approved: June 13, 2007]

 

Legislative Counsel’s Digest:

      Existing law authorizes the Department of Transportation and the governing body of a county or a city to issue a permit to operate a vehicle that exceeds the maximum width, length, height or weight as prescribed by law. (NRS 484.7631, 484.765) Section 2 of this bill establishes a regional advisory committee in every county in this State whose population is 400,000 or more to advise the Department and affected cities and counties on issues regarding oversized and overweight vehicles. Section 3 of this bill provides that the regional advisory committees shall make certain recommendations to the Department, and the Department may adopt regulations, regarding routes for oversized and overweight vehicles as well as the hours of the day and days of the week that best facilitate the safe movement of oversized and overweight vehicles. Section 4 of this bill grants the Department the authority to issue certain permits for oversized and overweight vehicles. Section 5 of this bill requires the Department, upon request, to notify a city or county when a permit has been issued authorizing an oversized or overweight vehicle to use a highway under the jurisdiction of the city or county. Section 5 also requires the Department to adopt regulations regarding the issuance of permits to oversized or overweight vehicles or equipment to be driven, occupy or proceed upon any highway that is under the jurisdiction of a county whose population is less than 400,000 or a city in a county whose population is less than 400,000. Sections 9 and 12 of this bill remove the authority of a governing body of a city or county to issue a permit to operate a vehicle that exceeds the maximum width, length, height or weight as prescribed by law. Section 9 also requires the Department to consider the recommendation of a city or county regarding the issuance of a continuous or multiple trip-limited time permit.

 


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ê2007 Statutes of Nevada, Page 2732 (Chapter 482, SB 450)ê

 

THE PEOPLE OF THE STATE OF NEVADA, REPRESENTED IN

SENATE AND ASSEMBLY, DO ENACT AS FOLLOWS:

 

      Section 1.  Chapter 484 of NRS is hereby amended by adding thereto the provisions set forth as sections 2, 3 and 4 of this act.

      Sec. 2.  1.  There is hereby created in each county whose population is 400,000 or more a regional advisory committee to make recommendations to the Department of Transportation and to affected cities and counties, as applicable, regarding the movement of oversized or overweight vehicles in this State.

      2.  The membership of such a committee must consist of:

      (a) One member appointed by the Department of Transportation who shall serve as the chair of the committee;

      (b) One member appointed by the board of county commissioners;

      (c) One member appointed by the city council of every incorporated city within the county;

      (d) One member appointed by the largest construction industry association in the county; and

      (e) One member appointed by the largest motor transport association in the county.

      3.  Each member of such a committee must be appointed for a term of 2 years. A vacancy in the membership of the committee must be filled in the same manner as the original appointment for the remainder of the unexpired term. A member who is appointed to fill a vacancy must possess the same general qualifications as his predecessor.

      4.  Members of such a committee shall serve without compensation.

      Sec. 3.  1.  Each committee established pursuant to section 2 of this act:

      (a) Shall recommend to the Department of Transportation and the affected cities and counties establishment of certain routes by which oversized or overweight vehicles may proceed through a city or county and any modifications to those routes; and

      (b) Shall recommend regulations that the Department of Transportation may adopt to limit the movement of oversized or overweight vehicles to certain:

             (1) Routes;

             (2) Hours of the day; or

             (3) Days of the week,

Ê to ensure public safety.

      2.  The Department of Transportation and the affected cities and counties shall consider any recommendations concerning the movement of oversized or overweight vehicles made by a committee established pursuant to section 2 of this act.

      Sec. 4.  Upon receipt of the necessary application in writing, the Department of Transportation shall issue a permit to operate or move a vehicle on the highways of this State which has a load that:

      1.  Exceeds 14 feet in height;

      2.  Exceeds 70 feet in length; or

      3.  Exceeds 102 inches in width,

Ê unless the Department of Transportation determines that the operation of the vehicle would be a safety hazard or impede the flow of traffic.

 


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ê2007 Statutes of Nevada, Page 2733 (Chapter 482, SB 450)ê

 

      Sec. 5.  NRS 484.471 is hereby amended to read as follows:

      484.471  1.  A procession, except a funeral procession, or parade, except the forces of the United States Armed Services, the military forces of this State and the forces of the police and fire departments, must not occupy, march or proceed along any highway except in accordance with the permit issued by the proper public authority.

      2.  A sound truck or other vehicle equipped with an amplifier or loudspeaker must not be driven upon any highway for the purpose of selling, offering for sale or advertising in any fashion except in accordance with a permit issued by the proper public authority.

      3.  An oversized or overweight vehicle or equipment must not be driven, occupy or proceed upon any highway except in accordance with a permit issued by the [proper public authority.] Department of Transportation.

      4.  The Department of Transportation, upon request, shall notify a city or county immediately after a permit has been issued for an oversized or overweight vehicle or equipment to be driven, occupy or proceed upon any highway under the jurisdiction of that city or county.

      5.  Nothing in this chapter prohibits a city or county affected by the issuance of permits pursuant to this section from:

      (a) Recommending to the Department of Transportation the establishment of certain routes by which oversized or overweight vehicles may proceed through the city or county and any modifications to those routes; or

      (b) Notifying the Department of Transportation if the issuance of a permit authorizing an oversized or overweight vehicle or equipment to be driven, occupy or proceed upon a certain highway would negatively impact traffic safety or flow of traffic due to unique conditions in the city or county.

      6.  The Department of Transportation shall adopt regulations regarding the issuance of permits for oversized or overweight vehicles or equipment to be driven, occupy or proceed upon any highway that is under the jurisdiction of a county whose population is less than 400,000, or a city in a county whose population is less than 400,000. The regulations may limit the movement of oversized or overweight vehicles to certain:

      (a) Routes;

      (b) Hours of the day; or

      (c) Days of the week,

Ê to ensure public safety.

      7.  Any person who violates any provision of this section is guilty of a misdemeanor.

      Sec. 6.  NRS 484.759 is hereby amended to read as follows:

      484.759  1.  As used in this section and NRS 484.760, “special mobile equipment” means a vehicle, not self-propelled, not designed or used primarily for the transportation of persons or property, and only incidentally operated or moved over a highway, excepting implements of husbandry.

      2.  The Department of Transportation with respect to highways under its jurisdiction and governing bodies of cities and counties with respect to roads under their jurisdiction may, upon application in writing, authorize the applicant to operate or move a vehicle, combination of vehicles, special mobile equipment, or load thereon of a size or weight exceeding the legal maximum, or to use corrugations on the periphery of the movable tracks on a traction engine or tractor, the propulsive power of which is not exerted through wheels resting on the roadway but by means of a flexible band or chain, or, under emergency conditions, to operate or move a type of vehicle otherwise prohibited by law, upon any highway under the jurisdiction of the Department of Transportation or governing body granting that permit.

 


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ê2007 Statutes of Nevada, Page 2734 (Chapter 482, SB 450)ê

 

through wheels resting on the roadway but by means of a flexible band or chain, or, under emergency conditions, to operate or move a type of vehicle otherwise prohibited by law, upon any highway under the jurisdiction of the Department of Transportation or governing body granting that permit.

      3.  Except as otherwise provided in NRS 484.7595 to [484.7631,] 484.7625, inclusive, the legal maximum width of any vehicle, combination of vehicles, special mobile equipment or load thereon is 102 inches.

      4.  If a vehicle is equipped with pneumatic tires, the maximum width from the outside of one wheel and tire to the outside of the opposite outer wheel and tire must not exceed 108 inches, and the outside width of the body of the vehicle or the load thereon must not exceed 102 inches.

      5.  Lights or devices which must be mounted upon a vehicle under this chapter may extend beyond the permissible width of the vehicle to a distance not exceeding 10 inches on each side of the vehicle, but the maximum width must not exceed 126 inches.

      6.  Door handles, hinges, cable cinchers and chain binders may extend 3 inches on each side, but the maximum width of body and door handles, hinges, cable cinchers or chain binders must not exceed 108 inches.

      7.  A person shall not operate a passenger vehicle on any highway with any load carried thereon extending beyond the line of the hubcaps on its left side or more than 6 inches beyond the line of the hubcaps on its right side.

      Sec. 7.  NRS 484.7605 is hereby amended to read as follows:

      484.7605  1.  If a vehicle is carrying a load of loosely piled agricultural products such as hay, straw or leguminous plants in bulk but not crated, baled, boxed or sacked, the load of loosely piled material and any loading racks retaining the load must not exceed 120 inches in width.

      2.  The provisions of NRS 484.759 with respect to maximum widths do not apply to implements of husbandry incidentally operated, transported, moved or towed over a highway other than an interstate highway or a controlled-access highway.

      3.  If an implement of husbandry is transported or moved as a load on another vehicle over:

      (a) An interstate highway or a controlled-access highway, and the load exceeds 102 inches in width, the movement is subject to the provisions of NRS [484.7631] 484.7625 and the regulations adopted pursuant thereto.

      (b) Any highway other than an interstate highway or a controlled-access highway, and the load exceeds 120 inches in width, the vehicle and load must not be operated for a distance of more than 25 miles from the point of origin of the trip and must not be operated at a speed in excess of 30 miles per hour.

      Sec. 8.  NRS 484.764 is hereby amended to read as follows:

      484.764  The application for a permit under NRS 484.759 to [484.7631,] 484.7625, inclusive, must:

      1.  Specifically describe the vehicle or special mobile equipment and load to be operated or moved and the particular highways over which the permit to operate is requested.

      2.  State whether the permit is requested for a single trip, for continuous use or for multiple trips over a limited time.

      Sec. 9.  NRS 484.765 is hereby amended to read as follows:

      484.765  1.  No vehicle operated or moved upon any public highway under the authority of a continuous or multiple trip-limited time permit may exceed a maximum weight of 20,000 pounds on any single axle. Before any continuous permit is issued, the applicant shall pay a reasonable fee to be determined by the Department of Transportation [or the governing body of any city or county] to pay the costs and expenses of conducting an initial investigation of the highway or highways involved.

 


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ê2007 Statutes of Nevada, Page 2735 (Chapter 482, SB 450)ê

 

continuous permit is issued, the applicant shall pay a reasonable fee to be determined by the Department of Transportation [or the governing body of any city or county] to pay the costs and expenses of conducting an initial investigation of the highway or highways involved.

      2.  If, after issuance of a continuous or multiple trip-limited time permit , [by] the Department of Transportation [or the governing body of any city or county the Department or governing body] finds that the traffic authorized by such continuous or multiple trip-limited time permit has caused substantial highway distress, the permit may be revoked summarily, but the revocation does not operate to prevent a subsequent filing of a new application for another continuous or multiple trip-limited time permit.

      3.  The Department of Transportation shall consider the recommendation of a city or county regarding whether traffic authorized by the issuance of a continuous or multiple trip-limited time permit has caused substantial distress to a highway under the jurisdiction of that city or county, and whether the permit should be revoked.

      Sec. 10.  NRS 484.769 is hereby amended to read as follows:

      484.769  1.  It is unlawful for any person to operate or move any vehicle or equipment described in NRS 484.739 or 484.759 to [484.7631,] 484.7625, inclusive, over any highway without first obtaining a permit, or to violate or evade any of the terms or conditions of the permit when issued. A person violating any of the provisions of NRS 484.759 to 484.767, inclusive, is guilty of a misdemeanor.

      2.  Any person operating or moving any vehicle or equipment described in NRS 484.739 or 484.759 to [484.7631,] 484.7625, inclusive, over any highway under the authorization of a permit for continuous use or multiple trips over a limited time and who violates any weight limitation in excess of the weight authorized by the permit must be punished, upon conviction, as provided in NRS 484.757.

      Sec. 11.  NRS 484.777 is hereby amended to read as follows:

      484.777  1.  The provisions of this chapter are applicable and uniform throughout this State on all highways to which the public has a right of access or to which persons have access as invitees or licensees.

      2.  [Unless] Except as otherwise provided in subsection 3 and unless otherwise provided by specific statute, any local authority may enact by ordinance traffic regulations which cover the same subject matter as the various sections of this chapter if the provisions of the ordinance are not in conflict with this chapter [.] or regulations adopted pursuant thereto. It may also enact by ordinance regulations requiring the registration and licensing of bicycles.

      3.  A local authority shall not enact an ordinance:

      (a) Governing the registration of vehicles and the licensing of drivers;

      (b) Governing the duties and obligations of persons involved in traffic accidents, other than the duties to stop, render aid and provide necessary information; [or]

      (c) Providing a penalty for an offense for which the penalty prescribed by this chapter is greater than that imposed for a misdemeanor [.] ; or

      (d) Requiring a permit for a vehicle, or to operate a vehicle, on a highway in this State.

 


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ê2007 Statutes of Nevada, Page 2736 (Chapter 482, SB 450)ê

 

      4.  No person convicted or adjudged guilty of a violation of a traffic ordinance may be charged or tried in any other court in this State for the same offense.

      Sec. 12.  NRS 484.7631 is hereby repealed.

      Sec. 13.  This act becomes effective on July 1, 2007.

________

 

CHAPTER 483, SB 548

Senate Bill No. 548–Committee on Legislative Operations and Elections

 

CHAPTER 483

 

AN ACT relating to public office; revising the provisions governing filing of statements of financial disclosure by public officers and candidates for public office; requiring certain statements advocating the election or defeat of a candidate for state or local office and published by persons receiving compensation from the candidates, opponents of the candidates or certain political groups to contain disclosures of certain information regarding that compensation; and providing other matters properly relating thereto.

 

[Approved: June 13, 2007]

 

Legislative Counsel’s Digest:

      Existing law requires certain appointed and elected public officers and candidates for public office to file financial disclosure statements. (NRS 281.559, 281.561) Sections 1 and 2 of this bill clarify that each disclosure statement is intended to disclose the required information for the full calendar year immediately preceding the deadline for filing the statement and, for candidates, to also disclose the required information for the period between January 1 of the year in which the election for the office will be held and the last day to qualify as a candidate for the office.

      Existing law provides for a number of required and prohibited acts relating to election campaigns. (NRS 294A.290-294A.343) Section 3 of this bill requires certain statements advocating the election or defeat of a candidate for state or local office and published by persons receiving compensation from the candidates, opponents of the candidates or certain political groups to include a disclosure of certain information regarding that compensation.

      Existing law requires a person who publishes any material or information relating to an election, candidate or ballot question to disclose on the publication itself the name and address of each person responsible for paying for the publication. (NRS 294A.320) The United States Court of Appeals for the Ninth Circuit held that although the State had compelling interests in providing useful information to the electorate, in preventing election fraud and in ensuring compliance with its campaign finance laws, NRS 294A.320 was unconstitutional because it prohibited far more anonymous political speech than was necessary to achieve the State’s legitimate interests and because its provisions were overbroad and could be further limited in order to withstand strict scrutiny. (ACLU v. Heller, 378 F.3d 979 (9th Cir. Nev. 2004))

      Section 5 of this bill repeals NRS 294A.320.

 


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ê2007 Statutes of Nevada, Page 2737 (Chapter 483, SB 548)ê

 

THE PEOPLE OF THE STATE OF NEVADA, REPRESENTED IN

SENATE AND ASSEMBLY, DO ENACT AS FOLLOWS:

 

      Section 1.  NRS 281.559 is hereby amended to read as follows:

      281.559  1.  Except as otherwise provided in subsection 2, if a public officer who was appointed to the office for which he is serving is entitled to receive annual compensation of $6,000 or more for serving in that office, he shall file with the Commission a statement of financial disclosure, as follows:

      (a) A public officer appointed to fill the unexpired term of an elected or appointed public officer shall file a statement of financial disclosure within 30 days after his appointment.

      (b) Each public officer appointed to fill an office shall file a statement of financial disclosure on or before January 15 of each year of the term, including the year the term expires.

Ê The statement must disclose the required information for the full calendar year immediately preceding the date of filing.

      2.  If a person is serving in a public office for which he is required to file a statement pursuant to subsection 1, he may use the statement he files for that initial office to satisfy the requirements of subsection 1 for every other public office to which he is appointed and in which he is also serving.

      3.  A judicial officer who is appointed to fill the unexpired term of a predecessor or to fill a newly created judgeship shall file a statement of financial disclosure pursuant to the requirements of Canon 4I of the Nevada Code of Judicial Conduct. Such a statement of financial disclosure must include, without limitation, all information required to be included in a statement of financial disclosure pursuant to NRS 281.571.

      4.  The Commission shall provide written notification to the Secretary of State of the public officers who failed to file the statements of financial disclosure required by subsection 1 or who failed to file those statements in a timely manner. The notice must be sent within 30 days after the deadlines set forth in subsection 1 and must include:

      (a) The name of each public officer who failed to file his statement of financial disclosure within the period before the notice is sent;

      (b) The name of each public officer who filed his statement of financial disclosure after the deadlines set forth in subsection 1 but within the period before the notice is sent;

      (c) For the first notice sent after the public officer filed his statement of financial disclosure, the name of each public officer who filed his statement of financial disclosure after the deadlines set forth in subsection 1 but within the period before the notice is sent; and

      (d) For each public officer listed in paragraph (c), the date on which the statement of financial disclosure was due and the date on which the public officer filed the statement.

      5.  In addition to the notice provided pursuant to subsection 4, the Commission shall notify the Secretary of State of each public officer who files a statement of financial disclosure more than 30 days after the deadlines set forth in subsection 1. The notice must include the information described in paragraphs (c) and (d) of subsection 4.

      6.  A statement of financial disclosure shall be deemed to be filed with the Commission:

 


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ê2007 Statutes of Nevada, Page 2738 (Chapter 483, SB 548)ê

 

      (a) On the date that it was mailed if it was sent by certified mail; or

      (b) On the date that it was received by the Commission if the statement was sent by regular mail, transmitted by facsimile machine or electronic means, or delivered personally.

      Sec. 2.  NRS 281.561 is hereby amended to read as follows:

      281.561  1.  [Each] Except as otherwise provided in subsection 2, each candidate for public office who will be entitled to receive annual compensation of $6,000 or more for serving in the office that he is seeking and, except as otherwise provided in subsection [2,] 3, each public officer who was elected to the office for which he is serving shall file with the Secretary of State a statement of financial disclosure, as follows:

      (a) A candidate for nomination, election or reelection to public office shall file a statement of financial disclosure no later than the 10th day after the last day to qualify as a candidate for the office . [; and] The statement must disclose the required information for the full calendar year immediately preceding the date of filing and for the period between January 1 of the year in which the election for the office will be held and the last day to qualify as a candidate for the office. The filing of a statement of financial disclosure for a portion of a calendar year pursuant to this paragraph does not relieve the candidate of the requirement of filing a statement of financial disclosure for the full calendar year pursuant to paragraph (b) in the immediately succeeding year, if he is elected to the office.

      (b) Each public officer shall file a statement of financial disclosure on or before January 15 of each year of the term, including the year the term expires. The statement must disclose the required information for the full calendar year immediately preceding the date of filing.

      2.  Except as otherwise provided in this subsection, if a candidate for public office is serving in a public office for which he is required to file a statement pursuant to paragraph (b) of subsection 1 or subsection 1 of NRS 281.559, he need not file the statement required by subsection 1 for the full calendar year for which he previously filed a statement. The provisions of this subsection do not relieve the candidate of the requirement pursuant to paragraph (a) of subsection 1 to file a statement of financial disclosure for the period between January 1 of the year in which the election for the office will be held and the last day to qualify as a candidate for the office.

      3.  A person elected pursuant to NRS 548.285 to the office of supervisor of a conservation district is not required to file a statement of financial disclosure relative to that office pursuant to subsection 1.

      [3.] 4.  A candidate for judicial office or a judicial officer shall file a statement of financial disclosure pursuant to the requirements of Canon 4I of the Nevada Code of Judicial Conduct. Such a statement of financial disclosure must include, without limitation, all information required to be included in a statement of financial disclosure pursuant to NRS 281.571.

      [4.] 5.  A statement of financial disclosure shall be deemed to be filed with the Secretary of State:

      (a) On the date that it was mailed if it was sent by certified mail; or

      (b) On the date that it was received by the Secretary of State if the statement was sent by regular mail, transmitted by facsimile machine or electronic means, or delivered personally.

 


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ê2007 Statutes of Nevada, Page 2739 (Chapter 483, SB 548)ê

 

      [5.] 6.  The statement of financial disclosure filed pursuant to this section must be filed on the form prescribed by the Commission pursuant to NRS 281.471.

      [6.] 7.  The Secretary of State shall prescribe, by regulation, procedures for the submission of statements of financial disclosure filed pursuant to this section, maintain files of such statements and make the statements available for public inspection.

      Sec. 3.  Chapter 294A of NRS is hereby amended by adding thereto a new section to read as follows:

      1.  A statement which:

      (a) Is published within 60 days before a general election, general city election or special election or 30 days before a primary election or primary city election;

      (b) Expressly advocates the election or defeat of a clearly identified candidate for a state or local office; and

      (c) Is published by a person who receives compensation from the candidate, an opponent of the candidate, or a person, party or committee required to report expenditures pursuant to NRS 294A.210,

Ê must contain a disclosure of the fact that the person receives compensation pursuant to paragraph (c) and the name of the person, party or committee providing that compensation.

      2.  A statement which:

      (a) Is published by a candidate within 60 days before a general election, general city election or special election or 30 days before a primary election or primary city election; and

      (b) Contains the name of the candidate,

Ê shall be deemed to comply with the provisions of this section.

      3.  As used in this section, “publish” means the act of:

      (a) Printing, posting, broadcasting, mailing or otherwise disseminating; or

      (b) Causing to be printed, posted, broadcasted, mailed or otherwise disseminated.

      Sec. 4.  NRS 294A.420 is hereby amended to read as follows:

      294A.420  1.  If the Secretary of State receives information that a person or entity that is subject to the provisions of NRS 294A.120, 294A.128, 294A.140, 294A.150, 294A.200, 294A.210, 294A.220, 294A.230, 294A.270, 294A.280 or 294A.360 has not filed a report or form for registration pursuant to the applicable provisions of those sections, the Secretary of State may, after giving notice to that person or entity, cause the appropriate proceedings to be instituted in the First Judicial District Court.

      2.  Except as otherwise provided in this section, a person or entity that violates an applicable provision of NRS 294A.112, 294A.120, 294A.128, 294A.130, 294A.140, 294A.150, 294A.160, 294A.200, 294A.210, 294A.220, 294A.230, 294A.270, 294A.280, 294A.300, 294A.310 [, 294A.320] or 294A.360 is subject to a civil penalty of not more than $5,000 for each violation and payment of court costs and attorney’s fees. The civil penalty must be recovered in a civil action brought in the name of the State of Nevada by the Secretary of State in the First Judicial District Court and deposited by the Secretary of State for credit to the State General Fund in the bank designated by the State Treasurer.

 


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ê2007 Statutes of Nevada, Page 2740 (Chapter 483, SB 548)ê

 

      3.  If a civil penalty is imposed because a person or entity has reported its contributions, expenses or expenditures after the date the report is due, except as otherwise provided in this subsection, the amount of the civil penalty is:

      (a) If the report is not more than 7 days late, $25 for each day the report is late.

      (b) If the report is more than 7 days late but not more than 15 days late, $50 for each day the report is late.

      (c) If the report is more than 15 days late, $100 for each day the report is late.

Ê A civil penalty imposed pursuant to this subsection against a public officer who by law is not entitled to receive compensation for his office or a candidate for such an office must not exceed a total of $100 if the public officer or candidate received no contributions and made no expenditures during the relevant reporting periods.

      4.  For good cause shown, the Secretary of State may waive a civil penalty that would otherwise be imposed pursuant to this section. If the Secretary of State waives a civil penalty pursuant to this subsection, the Secretary of State shall:

      (a) Create a record which sets forth that the civil penalty has been waived and describes the circumstances that constitute the good cause shown; and

      (b) Ensure that the record created pursuant to paragraph (a) is available for review by the general public.

      Sec. 5.  NRS 294A.320 is hereby repealed.

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ê2007 Statutes of Nevada, Page 2741ê

 

CHAPTER 484, SB 549

Senate Bill No. 549–Committee on Legislative Operations and Elections

 

CHAPTER 484

 

AN ACT relating to elections; providing a procedure for a petition proposing a statute, an amendment to statute or an amendment to the Constitution to be placed on a ballot; and providing other matters properly relating thereto.

 

[Approved: June 13, 2007]

 

Legislative Counsel’s Digest:

      Existing law requires that an initiative petition be signed by at least 10 percent of the voters who voted at the last preceding general election in at least 75 percent of the counties in the State. (Nev. Const. Art. 19, § 2) The United States District Court for the District of Nevada declared that the above portion of Section 2 of Article 19 of the Nevada Constitution concerning 75 percent of the counties in the State violates the Equal Protection Clause of the United States Constitution because it applies the same formula to counties of varying population. Such application results in the signatures of voters from small, rural counties carrying more weight than the signatures of voters from larger counties. (Committee to Regulate and Control Marijuana v. Heller, No. CV-S-04-01035 (D. Nev. Aug. 20, 2004)) The United States Court of Appeals for the Ninth Circuit affirmed the decision of the United States District Court. (American Civil Liberties Union of Nevada v. Lomax, 471 F.3d 1010 (9th Cir. Nev. 2006))

      Section 8 of this bill requires a petition for initiative that proposes a statute, an amendment to statute or an amendment to the Constitution of this State to be signed by a number of registered voters from each county in the State determined by applying a flexible formula which is based on the percentage of population of each county in the State so that each signature carries relatively equal weight. Section 1 of this bill requires the Secretary of State to determine the number of signatures required to be gathered from each county for a petition for initiative proposing a statute, an amendment to statute or an amendment to the Constitution as soon as practicable after each statewide general election. Section 6 of this bill amends the procedure for the verification of signatures on a petition for initiative proposing a statute, an amendment to statute or an amendment to the Constitution.

 

THE PEOPLE OF THE STATE OF NEVADA, REPRESENTED IN

SENATE AND ASSEMBLY, DO ENACT AS FOLLOWS:

 

      Section 1.  Chapter 293 of NRS is hereby amended by adding thereto a new section to read as follows:

      1.  As soon as practicable after each general election, the Secretary of State shall determine the number of signatures required to be gathered from each county within the State for a petition for initiative that proposes a statute, an amendment to statute or an amendment to the Constitution of this State.

      2.  To determine the number of signatures required to be gathered from a county, the Secretary of State shall multiply the amount that equals 10 percent of the voters who voted in the entire State at the last preceding general election by the population percentage for that county.

      3.  As used in this section:

      (a) “Total population of the State” means the determination of the total population of the State by the national decennial census conducted by the Bureau of the Census of the United States Department of Commerce pursuant to Section 2 of Article I of the Constitution of the United States and reported by the Secretary of Commerce to the Governor pursuant to 13 U.S.C. § 141(c).

 


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ê2007 Statutes of Nevada, Page 2742 (Chapter 484, SB 549)ê

 

the Bureau of the Census of the United States Department of Commerce pursuant to Section 2 of Article I of the Constitution of the United States and reported by the Secretary of Commerce to the Governor pursuant to 13 U.S.C. § 141(c).

      (b) “Population percentage for that county” means the figure obtained by dividing the population of the county, as determined by the national decennial census conducted by the Bureau of the Census of the United States Department of Commerce pursuant to Section 2 of Article I of the Constitution of the United States and reported by the Secretary of Commerce to the Governor pursuant to 13 U.S.C. § 141(c), by the total population of the State.

      Secs. 2-5.  (Deleted by amendment.)

      Sec. 6.  NRS 293.1279 is hereby amended to read as follows:

      293.1279  1.  If the statistical sampling shows that the number of valid signatures filed is 90 percent or more, but less than the sum of 100 percent of the number of signatures of registered voters needed to declare the petition sufficient plus the total number of requests to remove a name received by the county clerks pursuant to NRS 295.055 or 306.015, the Secretary of State shall order the county clerks to examine the signatures for verification. The county clerks shall examine the signatures for verification until they determine that 100 percent of the number of signatures of registered voters needed to declare the petition sufficient are valid. If the county clerks received a request to remove a name pursuant to NRS 295.055 or 306.015, the county clerks may not determine that 100 percent of the number of signatures of registered voters needed to declare the petition sufficient are valid until they have removed each name as requested pursuant to NRS 295.055 or 306.015.

      2.  [If] Except as otherwise provided in this subsection, if the statistical sampling shows that the number of valid signatures filed in any county is 90 percent or more but less than the sum of 100 percent of the number of signatures of registered voters needed to constitute 10 percent of the number of voters who voted at the last preceding general election in that county plus the total number of requests to remove a name received by the county clerk in that county pursuant to NRS 295.055 or 306.015, the Secretary of State may order the county clerk in that county to examine every signature for verification. If the county clerk received a request to remove a name pursuant to NRS 295.055 or 306.015, the county clerk may not determine that 100 percent or more of the number of signatures of registered voters needed to constitute 10 percent of the number of voters who voted at the last preceding general election in that county are valid until he has removed each name as requested pursuant to NRS 295.055 or 306.015. In the case of a petition for initiative that proposes a statute, an amendment to statute or an amendment to the Constitution of this State, if the statistical sampling shows that the number of valid signatures in any county is 90 percent or more but less than the sum of 100 percent of the number of signatures of registered voters required for that county pursuant to section 8 of this act plus the total number of requests to remove a name received by the county clerk in that county pursuant to NRS 295.055, the Secretary of State may order the county clerk to examine every signature for verification.

      3.  Within 12 days, excluding Saturdays, Sundays and holidays, after receipt of such an order, the county clerk shall determine from the records of registration what number of registered voters have signed the petition. If necessary, the board of county commissioners shall allow the county clerk additional assistants for examining the signatures and provide for their compensation.

 


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ê2007 Statutes of Nevada, Page 2743 (Chapter 484, SB 549)ê

 

additional assistants for examining the signatures and provide for their compensation. In determining from the records of registration what number of registered voters have signed the petition, the county clerk must use the statewide voter registration list. The county clerk may rely on the appearance of the signature and the address and date included with each signature in determining the number of registered voters that signed the petition.

      4.  Except as otherwise provided in subsection 5, upon completing the examination, the county clerk shall immediately attach to the documents of the petition an amended certificate, properly dated, showing the result of the examination and shall immediately forward the documents with the amended certificate to the Secretary of State. A copy of the amended certificate must be filed in the county clerk’s office.

      5.  For any petition containing signatures which are required to be verified pursuant to the provisions of NRS 293.165, 293.200, 306.035 or 306.110 for any county, district or municipal office within one county, the county clerk shall not forward to the Secretary of State the documents containing the signatures of the registered voters.

      6.  Except for a petition to recall a county, district or municipal officer, the petition shall be deemed filed with the Secretary of State as of the date on which he receives certificates from the county clerks showing the petition to be signed by the requisite number of voters of the State.

      7.  If the amended certificates received from all county clerks by the Secretary of State establish that the petition is still insufficient, he shall immediately so notify the petitioners and the county clerks. If the petition is a petition to recall a county, district or municipal officer, the Secretary of State shall also notify the officer with whom the petition is to be filed.

      Sec. 7.  Chapter 295 of NRS is hereby amended by adding thereto the provisions set forth as sections 8 and 9 of this act.

      Sec. 8.  1.  A petition for initiative that proposes a statute, an amendment to statute or an amendment to the Constitution must be proposed by a number of registered voters from each county in the State that is at least equal to 10 percent of the voters who voted in the entire State at the last preceding general election multiplied by the population percentage for that county.

      2.  As used in this section:

      (a) “Total population of the State” means the determination of the total population of the State by the national decennial census conducted by the Bureau of the Census of the United States Department of Commerce pursuant to Section 2 of Article I of the Constitution of the United States and reported by the Secretary of Commerce to the Governor pursuant to 13 U.S.C. § 141(c).

      (b) “Population percentage for that county” means the figure obtained by dividing the population of the county, as determined by the national decennial census conducted by the Bureau of the Census of the United States Department of Commerce pursuant to Section 2 of Article I of the Constitution of the United States and reported by the Secretary of Commerce to the Governor pursuant to 13 U.S.C. § 141(c), by the total population of the State.

      Secs. 9-11.  (Deleted by amendment.)

      Sec. 12.  This act becomes effective on July 1, 2007.

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ê2007 Statutes of Nevada, Page 2744ê

 

CHAPTER 485, AB 579

Assembly Bill No. 579–Select Committee on Corrections, Parole, and Probation

 

CHAPTER 485

 

AN ACT relating to crimes; revising provisions relating to the registration of and community notification concerning sex offenders and certain offenders convicted of a crime against a child; providing a penalty; and providing other matters properly relating thereto.

 

[Approved: June 13, 2007]

 

Legislative Counsel’s Digest:

      In 2006, the federal “Adam Walsh Child Protection and Safety Act of 2006” (“the Act”) was enacted to protect the public by establishing a comprehensive national system for the registration of sex offenders and offenders against children which includes, without limitation, the establishment of a uniform nationwide system for the registration of and community notification concerning such offenders. (42 U.S.C. §§ 16901 et seq.) In furtherance of this purpose, the Act requires each state to enact laws regarding the registration of and community notification concerning sex offenders and offenders convicted of a crime against a child which conform to the provisions of the Act. (42 U.S.C. § 16912) States which do not enact such laws by the date provided in the Act may not receive certain federal funds. (42 U.S.C. §§ 16924-16925)

      Existing law requires all sex offenders and offenders convicted of a crime against a child to register with certain local law enforcement agencies. (NRS 179D.230, 179D.240, 179D.450, 179D.460) Section 27 of this bill adds a new requirement that each such offender register for the first time before he is released from prison or, if he is not imprisoned for the offense, within 3 days after he is sentenced for the offense. Existing law requires an offender to appear in person at a local law enforcement agency to notify the appropriate agencies of any change in his address and to provide updated information to certain agencies. (NRS 179D.250, 179D.470) Section 28 of this bill expands this duty to apply when there is a change to certain other information contained in an offender’s registration record. Existing law requires each offender to mail a verification form to the Central Repository for Nevada Records of Criminal History each year to verify the information in his registration record. (NRS 179D.260, 179D.480) Section 40 of this bill removes this annual requirement and instead requires each offender to appear in person at a local law enforcement agency to register at least once every 90 days, every 180 days or every year, depending on whether the offender is designated as a Tier I, Tier II or Tier III offender.

      Existing law provides that, under certain circumstances, an offender may petition for termination of his duty to register. (NRS 179D.270, 179D.490) Section 41 of this bill revises existing law to further restrict which offenders may petition for termination of the duty to register.

      Existing law provides for community notification of sex offenders depending upon whether the sex offender is designated as a Tier 1, Tier 2 or Tier 3 sex offender. (NRS 179D.600-179D.800) Such designation is based upon an assessment of the sex offender’s risk of recidivism, with Tier 1 sex offenders being the least likely to reoffend and Tier 3 sex offenders being the most likely to reoffend. (NRS 179D.720, 179D.730) The assessment must be conducted in compliance with the guidelines and procedures for community notification established by the Attorney General. Sections 31-42 of this bill revise existing law to require that all sex offenders and offenders convicted of a crime against a child be subject to community notification regardless of their designated tier level. Section 56 of this bill repeals the existing tier levels and the existing laws concerning the guidelines and procedures for community notification established by the Attorney General. (NRS 179D.710, 179D.720, 179D.730) Sections 22-24 of this bill establish three new tiers for registration and community notification for all sex offenders and offenders convicted of a crime against a child.

 


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ê2007 Statutes of Nevada, Page 2745 (Chapter 485, AB 579)ê

 

179D.730) Sections 22-24 of this bill establish three new tiers for registration and community notification for all sex offenders and offenders convicted of a crime against a child. The determination as to which tier level an offender is assigned is based upon the specific crime committed by the offender.

      Section 13 of this bill revises provisions regarding the content and format of the community notification website maintained by the Department of Public Safety to ensure compliance with the requirements of federal law. (NRS 179B.250) Section 10.5 of this bill provides a new criminal penalty, not required by the Act, for any person who uses information obtained from the community notification website to commit a crime.

      The Act provides that the new uniform system of registration and community notification does not apply to certain offenses which involve consensual sexual conduct. Section 46 of this bill amends existing law to exclude such offenses from the new registration and community notification requirements.

      The Act prospectively repeals certain provisions of federal law concerning sex offenders who are designated “sexually violent predators.” For consistency with the Act, section 56 of this bill repeals existing state laws which apply to sexually violent predators. (NRS 179D.055, 179D.060, 179D.360, 179D.370, 179D.380, 179D.420, 179D.430, 179D.510, 179D.530) The Act also provides that the new uniform system of registration and community notification applies to juveniles who are at least 14 years of age and who have been adjudicated delinquent for committing certain sexual offenses. Section 56 of this bill repeals certain existing state laws which are inconsistent with such provisions of the federal law. (NRS 62A.050, 62F.210, 62F.230, 62F.240, 62F.250, 179D.800) Sections 16-21 of this bill reenact certain provisions of existing law to restructure chapter 179D of NRS as a result of the changes to the chapter as a result of this bill.

 

THE PEOPLE OF THE STATE OF NEVADA, REPRESENTED IN

SENATE AND ASSEMBLY, DO ENACT AS FOLLOWS:

 

      Section 1.  NRS 176.0913 is hereby amended to read as follows:

      176.0913  1.  If a defendant is convicted of an offense listed in subsection 4, the court, at sentencing, shall order that:

      (a) The name, social security number, date of birth and any other information identifying the defendant be submitted to the Central Repository for Nevada Records of Criminal History; and

      (b) A biological specimen be obtained from the defendant pursuant to the provisions of this section and that the specimen be used for an analysis to determine the genetic markers of the specimen.

      2.  If the defendant is committed to the custody of the Department of Corrections, the Department of Corrections shall arrange for the biological specimen to be obtained from the defendant. The Department of Corrections shall provide the specimen to the forensic laboratory that has been designated by the county in which the defendant was convicted to conduct or oversee genetic marker testing for the county pursuant to NRS 176.0917.

      3.  If the defendant is not committed to the custody of the Department of Corrections, the Division shall arrange for the biological specimen to be obtained from the defendant. The Division shall provide the specimen to the forensic laboratory that has been designated by the county in which the defendant was convicted to conduct or oversee genetic marker testing for the county pursuant to NRS 176.0917. Any cost that is incurred to obtain a biological specimen from a defendant pursuant to this subsection is a charge against the county in which the defendant was convicted and must be paid as provided in NRS 176.0915.

 


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ê2007 Statutes of Nevada, Page 2746 (Chapter 485, AB 579)ê

 

      4.  Except as otherwise provided in subsection 5, the provisions of subsection 1 apply to a defendant who is convicted of:

      (a) A category A felony;

      (b) A category B felony;

      (c) A category C felony involving the use or threatened use of force or violence against the victim;

      (d) A crime against a child as defined in [NRS 179D.210;] section 16 of this act;

      (e) A sexual offense as defined in [NRS 179D.410;] section 21 of this act;

      (f) Abuse or neglect of an older person or a vulnerable person pursuant to NRS 200.5099;

      (g) A second or subsequent offense for stalking pursuant to NRS 200.575;

      (h) An attempt or conspiracy to commit an offense listed in paragraphs (a) to (g), inclusive;

      (i) Failing to register with a local law enforcement agency as a convicted person as required pursuant to NRS 179C.100, if the defendant previously was:

             (1) Convicted in this State of committing an offense listed in paragraph (a), (b), (c), (f), (g) or (h); or

             (2) Convicted in another jurisdiction of committing an offense that would constitute an offense listed in paragraph (a), (b), (c), (f), (g) or (h) if committed in this State;

      (j) Failing to register with a local law enforcement agency after being convicted of a crime against a child as required pursuant to NRS [179D.240;] 179D.450; or

      (k) Failing to register with a local law enforcement agency after being convicted of a sexual offense as required pursuant to NRS 179D.450.

      5.  A court shall not order a biological specimen to be obtained from a defendant who has previously submitted such a specimen for conviction of a prior offense unless the court determines that an additional sample is necessary.

      Sec. 2.  NRS 176.0923 is hereby amended to read as follows:

      176.0923  “Crime against a child” has the meaning ascribed to it in [NRS 179D.210.] section 16 of this act.

      Sec. 3.  NRS 176.0925 is hereby amended to read as follows:

      176.0925  “Sexual offense” has the meaning ascribed to it in [NRS 179D.410.] section 21 of this act.

      Sec. 4.  NRS 176.0926 is hereby amended to read as follows:

      176.0926  1.  If a defendant is convicted of a crime against a child, the court shall, following the imposition of a sentence:

      (a) Notify the Central Repository of the conviction of the defendant, so the Central Repository may carry out the provisions for registration of the defendant pursuant to NRS [179D.230.] 179D.450.

      (b) Inform the defendant of the requirements for registration, including, but not limited to:

             (1) The duty to register initially pursuant to section 27 of this act;

             (2) The duty to register in this State during any period in which he is a resident of this State or a nonresident who is a student or worker within this State and the time within which he is required to register pursuant to NRS [179D.240;] 179D.450;

 

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