NAC: CHAPTER 86 - LIMITED-LIABILITY COMPANIES

[Rev. 8/22/2014 3:54:04 PM]

[NAC-86 Revised Date: 9-14]

CHAPTER 86 - LIMITED-LIABILITY COMPANIES

GENERAL PROVISIONS

86.005 Electronic filing of records.

86.010 Considerations in determining whether proposed name of limited-liability company is distinguishable from name of existing business entity.

ANNUAL LIST

86.300 Definitions.

86.310 “Alternative due date” defined.

86.320 “Due date” defined.

86.330 Selection of alternative due date for filing annual list: Form; contents.

86.340 Selection of alternative due date by limited-liability company or foreign limited-liability company in terminated status.

86.350 Form for selection of alternative due date to be submitted with annual list; deadline for submission.

86.360 Acceptance and filing of form for selection of alternative due date and annual list.

86.370 Notice to registered agent of intent to select alternative due date.

86.380 Limitation on selection of alternative due date; exception.

PENALTY FOR PURPORTING TO DO BUSINESS WITHOUT FILING ARTICLES OF ORGANIZATION OR WITHOUT REGISTRATION

86.400 Activities subject to fine.

86.405 Filing of complaints.

86.410 Duties of Secretary of State upon receipt of complaint.

86.415 Determination regarding sufficiency of complaint by Secretary of State: Notice of deficiencies; demand for response; referral for legal proceedings.

GENERAL PROVISIONS

NAC 86.005 Electronic filing of records. (NRS 86.557)

1. The Secretary of State may develop or approve an electronic process for the electronic filing of records authorized or required to be filed with the Secretary of State pursuant to chapter 86 of NRS.

2. If the Secretary of State has developed or approved an electronic process and the electronic process is in place and available for use in the Office of the Secretary of State:

(a) A person may use the electronic process to file with the Secretary of State any record authorized or required to be filed with the Secretary of State pursuant to chapter 86 of NRS; and

(b) The Secretary of State will accept a record filed with the Secretary of State through the use of the electronic process if the record contains all the information required for filing and is accompanied by the appropriate fee and any applicable penalty.

3. The Secretary of State may reject a record filed with the Secretary of State through the use of an electronic process developed or approved by the Secretary of State if:

(a) The statutory requirements for filing the record have not been satisfied;

(b) The appropriate fee has not been submitted;

(d) The record contains a virus or may otherwise compromise the security of the electronic process.

4. Failure by the Secretary of State to receive a record filed through the use of an electronic process does not relieve the person who attempted to file the record from any requirement to file the record, pay the appropriate fee or incur an applicable penalty.

5. As used in this section:

(a) “Electronic filing” means the submission of records to the Secretary of State by an electronic process and the processing of such records by the Secretary of State by an electronic process.

(b) “Electronic process” means any electronic process for the electronic filing of records authorized or required to be filed with the Secretary of State pursuant to chapter 86 of NRS.

(Added to NAC by Sec’y of State by R068-11, eff. 12-30-2011)

NAC 86.010 Considerations in determining whether proposed name of limited-liability company is distinguishable from name of existing business entity. (NRS 86.171, 86.278) To determine whether a proposed name of a limited-liability company is distinguishable from the name of an existing business entity, the Secretary of State will consider, without limitation, the rules set forth in NAC 78.020 to 78.100, inclusive.

(Added to NAC by Sec’y of State by R098-00, eff. 9-25-2000)

ANNUAL LIST

NAC 86.300 Definitions. (NRS 86.263, 86.5461) As used in NAC 86.300 to 86.380, inclusive, unless the context otherwise requires, the words and terms defined in NAC 86.310 and 86.320 have the meanings ascribed to them in those sections.

(Added to NAC by Sec’y of State by R078-13, eff. 12-23-2013)

NAC 86.310 “Alternative due date” defined. (NRS 86.263, 86.5461) “Alternative due date” means the date selected by a limited-liability company or foreign limited-liability company, as applicable, pursuant to NAC 86.330 on which the applicable list required by subsection 1 of NRS 86.263 or subsection 1 of NRS 86.5461 must be filed with the Secretary of State each year.

(Added to NAC by Sec’y of State by R078-13, eff. 12-23-2013)

NAC 86.320 “Due date” defined. (NRS 86.263, 86.5461) “Due date” means the date on which the applicable list required by subsection 1 of NRS 86.263 or subsection 1 of NRS 86.5461 must be filed with the Secretary of State each year as set forth in NRS 86.263 or 86.5461.

(Added to NAC by Sec’y of State by R078-13, eff. 12-23-2013)

NAC 86.330 Selection of alternative due date for filing annual list: Form; contents. (NRS 86.263, 86.5461)

1. A limited-liability company or foreign limited-liability company, as applicable, may select the last day of a month other than the month in which the limited-liability company’s or foreign limited-liability company’s due date occurs as the alternative due date for filing the applicable list required by subsection 1 of NRS 86.263 or subsection 1 of NRS 86.5461 by submitting to the Secretary of State a form prescribed by the Secretary of State which must include, at a minimum:

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

(b) The business identification number assigned to the limited-liability company or foreign limited-liability company by the Secretary of State;

(c) A statement that the limited-liability company or foreign limited-liability company desires to select an alternative due date;

(d) The month in which the alternative due date will occur;

(e) A declaration under penalty of perjury that:

(1) The information provided in the form is true and correct to the best of the limited-liability company’s or foreign limited-liability company’s knowledge;

(2) The selection of an alternative due date is not being made to avoid any fee or penalty; and

(3) The limited-liability company or foreign limited-liability company 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; and

(f) The printed name and signature of the person submitting the form and the date on which the form was signed.

2. The alternative due date selected pursuant to subsection 1 must occur before the limited-liability company’s or foreign limited-liability company’s next due date, as applicable. The selection of an alternative due date cannot have the effect of extending a limited-liability company’s or foreign limited-liability company’s due date.

3. The selection of an alternative due date pursuant to this section will not result in the proration of any fees or penalties.

(Added to NAC by Sec’y of State by R078-13, eff. 12-23-2013)

NAC 86.340 Selection of alternative due date by limited-liability company or foreign limited-liability company in terminated status. (NRS 86.263, 86.5461)

1. If a limited-liability company or foreign limited-liability company is in terminated status, the limited-liability company or foreign limited-liability company must have its right to transact business in this State restored before it may select an alternative due date pursuant to NAC 86.330.

2. As used in this section, “terminated status” means any status in the records of the Office of the Secretary of State which indicates that a limited-liability company or foreign limited-liability company, as applicable, no longer has the right to transact business in this State, including, without limitation, the status of “revoked,” “permanently revoked,” “dissolved,” “cancelled,” “terminated,” “administrative hold” or “withdrawn.”

(Added to NAC by Sec’y of State by R078-13, eff. 12-23-2013)

NAC 86.350 Form for selection of alternative due date to be submitted with annual list; deadline for submission. (NRS 86.263, 86.5461) If a limited-liability company or foreign limited-liability company is selecting an alternative due date pursuant to NAC 86.330, the limited-liability company or foreign limited-liability company must submit the form for the selection of an alternative due date along with the applicable list required pursuant to subsection 1 of NRS 86.263 or subsection 1 of NRS 86.5461 on or before the last day of the month immediately preceding the month in which the limited-liability company’s or foreign limited-liability company’s due date, as applicable, occurs.

(Added to NAC by Sec’y of State by R078-13, eff. 12-23-2013)

NAC 86.360 Acceptance and filing of form for selection of alternative due date and annual list. (NRS 86.263, 86.5461) Except as otherwise provided in NAC 86.380, the Secretary of State will accept and file a form for the selection of an alternative due date and the applicable list required pursuant to subsection 1 of NRS 86.263 or subsection 1 of NRS 86.5461 that a limited-liability company or foreign limited-liability company submits pursuant to NAC 86.350 if:

1. The form contains all the information required pursuant to NAC 86.330; and

2. The list satisfies all filing requirements set forth in NRS 86.263 or 86.5461, as applicable.

(Added to NAC by Sec’y of State by R078-13, eff. 12-23-2013)

NAC 86.370 Notice to registered agent of intent to select alternative due date. (NRS 86.263, 86.5461) A limited-liability company or foreign limited-liability company shall notify its registered agent of its intent to select an alternative due date not later than 60 days before the alternative due date.

(Added to NAC by Sec’y of State by R078-13, eff. 12-23-2013)

NAC 86.380 Limitation on selection of alternative due date; exception. (NRS 86.263, 86.5461)

1. Except as otherwise provided in subsection 2, the Secretary of State may limit the number of times a limited-liability company or foreign limited-liability company can select an alternative due date.

2. The Secretary of State may allow for additional selections of an alternative due date beyond any limit imposed by subsection 1 in extenuating circumstances.

(Added to NAC by Sec’y of State by R078-13, eff. 12-23-2013)

PENALTY FOR PURPORTING TO DO BUSINESS WITHOUT FILING ARTICLES OF ORGANIZATION OR WITHOUT REGISTRATION

NAC 86.400 Activities subject to fine. (NRS 86.213, 86.548)

1. The Secretary of State may refer the matter to the district attorney of the county in which a person’s principal place of business is located or the Attorney General, or both, for a determination of whether to institute proceedings to recover the fine set forth in NRS 86.213 if the person:

(a) Is purporting to be a limited-liability company but has willfully failed to file with the Secretary of State articles of organization;

(b) Is doing business in this State as a limited-liability company but has willfully failed to file with the Secretary of State articles of organization; or

(c) Is doing business in this State as a limited-liability company while the limited-liability company is in terminated status.

2. The Secretary of State may refer the matter to the district attorney of the county in which a foreign limited-liability company has its principal place of business or the Attorney General, or both, for a determination of whether to institute proceedings to recover the fine set forth in NRS 86.548 if the foreign limited-liability company:

(a) Is transacting business in this State but has willfully failed or neglected to register with the Secretary of State pursuant to NRS 86.544; or

(b) Is transacting business in this State while the foreign limited-liability company is in terminated status.

3. As used in this section, “terminated status” means any status in the records of the Office of the Secretary of State which indicates that a limited-liability company or foreign limited-liability company, as applicable, no longer has the right to transact business in this State, including, without limitation, the status of “revoked,” “permanently revoked,” “dissolved,” “cancelled,” “terminated” or “withdrawn.”

(Added to NAC by Sec’y of State by R070-11, eff. 5-30-2012; A by R080-13, 12-23-2013)

NAC 86.405 Filing of complaints. (NRS 86.213, 86.548)

1. A person may report to the Secretary of State that a person or foreign limited-liability company may be subject to the fine set forth in NRS 86.213 or 86.548, as applicable, by emailing a complaint to [email protected] or by mailing a complaint to:

Secretary of State

Commercial Recordings Division

Attn: Business Compliance

202 North Carson Street

Carson City, Nevada 89701

2. A complaint filed with the Secretary of State pursuant to subsection 1 must be on a form prescribed by the Secretary of State and must include, without limitation:

(a) The name, street address, telephone number and, if applicable, the electronic mail address and any other contact information of the complainant;

(b) The name, street address, telephone number and, if applicable, the electronic mail address and any other contact information of any person authorized by the complainant to file the complaint on behalf of the complainant;

(c) The name, street address, telephone number and, if applicable, the electronic mail address and any other contact information of the person or foreign limited-liability company alleged to be subject to the fine set forth in NRS 86.213 or 86.548, whichever is applicable;

(d) Information identifying all persons involved in the alleged conduct subjecting the person or foreign limited-liability company to the fine set forth in NRS 86.213 or 86.548, whichever is applicable, including, without limitation, the names, street addresses, business locations, telephone numbers, electronic mail addresses and Internet websites of the persons involved in the alleged conduct;

(e) Information identifying the nature of the business engaged in by the person or foreign limited-liability company alleged to be subject to the fine set forth in NRS 86.213 or 86.548, whichever is applicable;

(f) Information identifying any other regulatory entity or agency or any court, arbitrator or other tribunal with which the complainant has filed a complaint or report regarding the same conduct, including, without limitation, the name and address of the regulatory entity, agency, court, arbitrator or tribunal, the date upon which any complaint or report was filed and the case number assigned to the complaint or report, if any;

(g) Any additional information which the complainant believes may assist in the investigation of the allegations made in the complaint;

(h) Copies of any documents which the complainant believes may assist in the investigation of the allegations made in the complaint;

(i) A statement indicating whether the complainant is willing to testify regarding the complaint in a court of law or administrative proceeding; and

(j) A statement that to the best of the complainant’s knowledge the information contained in the complaint is true and correct.

(Added to NAC by Sec’y of State by R070-11, eff. 5-30-2012)

NAC 86.410 Duties of Secretary of State upon receipt of complaint. (NRS 86.213, 86.548)

1. Upon receiving a complaint filed pursuant to NAC 86.405, the Secretary of State will:

(a) Review the complaint and any information submitted with the complaint;

(b) Determine whether the allegations in the complaint may be addressed through the administrative processes of the Office of the Secretary of State; and

(c) Determine whether to refer the complaint to another regulatory or enforcement agency of this State, a political subdivision of this State, another state or the Federal Government.

2. The Secretary of State may refer a complaint filed pursuant to NAC 86.405 and any information obtained by the Secretary of State through an investigation of the complaint to another regulatory or enforcement agency of this State, a political subdivision of this State, another state or the Federal Government.

3. The Secretary of State may request that the complainant or the person or foreign limited-liability company alleged to be subject to the fine set forth in NRS 86.213 or 86.548, whichever is applicable, provide any information deemed necessary by the Secretary of State to assist in the investigation of the allegations made in the complaint.

(Added to NAC by Sec’y of State by R070-11, eff. 5-30-2012)

NAC 86.415 Determination regarding sufficiency of complaint by Secretary of State: Notice of deficiencies; demand for response; referral for legal proceedings. (NRS 86.213, 86.548)

1. If the Secretary of State determines that the information provided with a complaint filed pursuant to NAC 86.405 is not sufficient to warrant further investigation or processing of the complaint, the Secretary of State will send to the complainant written notification of the deficiencies in the complaint.

2. If the Secretary of State determines that the information provided with a complaint filed pursuant to NAC 86.405 or obtained during the course of an investigation of another matter is sufficient to warrant further investigation or processing, the Secretary of State may send a written demand for a response to the complaint or investigation to the person or foreign limited-liability company alleged to be subject to the fine set forth in NRS 86.213 or 86.548, whichever is applicable.

3. A response demanded pursuant to subsection 2 must be:

(a) Completed and returned to the Office of the Secretary of State within the time specified in the written demand; and

(b) Signed under oath by the respondent or, if the respondent is an entity, by a person in a position of responsibility with the respondent.

4. If, based on the information submitted with a complaint, any information obtained during an investigation of the complaint and any information included in a response demanded pursuant to subsection 2, the Secretary of State determines that a person or foreign limited-liability company is subject to the fine set forth in NRS 86.213 or 86.548, whichever is applicable, the Secretary of State may demand that the person or foreign limited-liability company file any document required to bring the person or foreign limited-liability company, as applicable, into compliance with chapter 86 of NRS and pay any fee, penalty or fine required by the laws of this State.

5. If, in response to the demand of the Secretary of State pursuant to subsection 4, the person or foreign limited-liability company does not file a document required to bring the person or foreign limited-liability company, as applicable, into compliance with chapter 86 of NRS or pay any fee, penalty or fine required by the laws of this State, the Secretary of State may refer the matter to the district attorney of the county in which the person or foreign limited-liability company has its principal place of business or the Attorney General, or both, and request that the district attorney or Attorney General institute legal proceedings to require the person or foreign limited-liability company to file any document required to bring the person or foreign limited-liability company, as applicable, into compliance with chapter 86 of NRS and to pay any fee, penalty or fine required by the laws of this State.

6. The Secretary of State may communicate any findings made or actions taken in response to a complaint or the investigation of a complaint to:

(a) The complainant at the address provided on the complaint form; and

(b) The person or foreign limited-liability company alleged to be subject to the fine set forth in NRS 86.213 or 86.548, whichever is applicable, at the last known address of the person or foreign limited-liability company or through the registered agent of record for the person or foreign limited-liability company.

(Added to NAC by Sec’y of State by R070-11, eff. 5-30-2012)