(REPRINTED WITH ADOPTED AMENDMENTS) SECOND REPRINT
Assembly Bill No. 437-Committee on Government Affairs
(On Behalf of the Office of the Secretary of State)
April 30, 1997
____________
Referred to Committee on Government Affairs
SUMMARY--Makes various changes to provisions governing office of secretary of state. (BDR 18-507)
FISCAL NOTE: Effect on Local Government: No.
Effect on the State or on Industrial Insurance: Yes.
EXPLANATION - Matter in italics is new; matter in brackets [ ] is material to be omitted.
AN ACT relating to the secretary of state; requiring the refund of a fee paid to file a document if the document is not processed in a timely manner; creating petty cash accounts; repealing the revolving account for the office of the secretary of state; eliminating the duty of the secretary of state to maintain custody of the deeds and conveyances of the state; and providing other matters properly relating thereto.
THE PEOPLE OF THE STATE OF NEVADA, REPRESENTED IN SENATE AND ASSEMBLY, DO ENACT AS FOLLOWS:
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Section 1 Chapter 225 of NRS is hereby amended by adding thereto the provisions set forth as sections 2, 3 and 4 of this act.
Sec. 2 1. The secretary of state shall:
(a) Establish the time within which the various documents required to be filed with the secretary of state must be processed by the employees of his office. The times must be established in such a manner as is necessary to increase or maintain the efficiency of the office, giving consideration to the appropriate performance of the duties of the secretary of state.
(b) Post the times established pursuant to paragraph (a) in each office of the secretary of state in a location that is clearly visible to members of the general public.
2. If a document required to be filed with the secretary of state is not processed within the time established pursuant to subsection 1, the secretary of state shall refund the fee required to be paid to file the document.
Sec. 3 1. A petty cash account of the secretary of state is hereby created for each building in which offices of employees of the secretary of state are located in the sum of $500 each.
2. The state board of examiners shall:
(a) Define the purposes for which the petty cash accounts may be used; and
(b) Provide that replenishment claims must be paid from the budgeted resources of the office of the secretary of state and processed as other claims against the state are paid.
Sec. 4 A record shall be deemed to be filed with the secretary of state if it is placed in the care, custody and control of the office of the secretary of state. Such a record may be disposed of only in accordance with a schedule for retention and disposition approved by the committee to approve schedules for the retention and disposition of official state records pursuant to procedures set forth in NRS 239.080.
Sec. 5 NRS 225.070 is hereby amended to read as follows:
225.070 [1.] The secretary of state has custody of and shall carefully preserve in the division of state library and archives of the department of museums, library and arts or in his office [:
(a) All deeds and conveyances belonging to the state.
(b) All] all written contracts to which the state is a party, except those required to be deposited elsewhere.
[2. The deeds and conveyances must be recorded in well-bound books, and the original papers must not be permitted to be taken out of the office unless in the possession of the secretary of state or his deputy.]
Sec. 6 NRS 225.080 is hereby amended to read as follows:
225.080 The secretary of state shall:
1. [Keep a fair register and also attest] Attest all the official acts and proceedings of the governor, and affix the seal of the state, with proper attestations, to all commissions, pardons and other public instruments to which the signature of the governor is required. A copy of these instruments must be filed in the office of the secretary of state.
2. Lay all papers, minutes and vouchers relative to the official acts and proceedings of the governor before either house of the legislature when required by [such] that house.
3. Keep the official bond of the treasurer, while the bond is in force.
4. Permit all the records and transactions of his office to be open at all times to the inspection and examination of any committee of either [branch] house of the legislature.
5. Furnish information, in writing, upon any subject relating to the duties of his office to the governor, whenever required.
6. Deliver , [up,] in good order and condition, to his successor, all records, books, papers and other things belonging to his office.
Sec. 7 NRS 225.105 is hereby amended to read as follows:
225.105 The secretary of state [is authorized to] may prescribe standards for appropriate forms to be used pursuant to NRS 104.9403 to 104.9407, inclusive, which [shall] must be accepted by the county recorder of every county of this state at the lower rate prescribed by [such] those sections. The secretary of state may, by regulation, establish the fees that must be paid to obtain copies of these forms.
Sec. 8 NRS 225.140 is hereby amended to read as follows:
225.140 1. [In] Except as otherwise provided in subsection 2, in addition to other fees authorized by law, the secretary of state shall charge and collect the following fees:
For a copy of any law, joint resolution, transcript of record, or other paper on file or of record in his office, other than a document required to be filed pursuant to Title 24 of NRS, per page $1.00
For a copy of any document required to be filed pursuant to Title 24 of NRS, per page .50
For certifying to any such copy and use of the state seal, for each impression [$5.00
For registering a mark, insigne or name 50.00
For the delivery of an attested certificate of the record of the registration of a mark, insigne or name] 10.00
For each passport or other document signed by the governor and attested by the secretary of state 10.00
For a negotiable instrument returned unpaid 10.00
2. The secretary of state:
(a) Shall charge a reasonable fee for searching records and documents kept in his office.
(b) May charge or collect any filing or other fees for services rendered by him to the State of Nevada, any local governmental agency or agency of the Federal Government, or any officer thereof in his official capacity or respecting his office or official duties.
(c) May not charge or collect a filing or other fee for:
(1) Attesting extradition papers or executive warrants for other states.
(2) Any commission or appointment issued or made by the governor, either for the use of the state seal or otherwise.
(d) May charge a reasonable fee, not to exceed $100, for providing special services including, but not limited to, providing service on the day it is requested or within 24 hours, accepting documents filed by [telecopier,] facsimile machine, and other use of new technology.
(e) Shall charge a fee, not to exceed the actual cost to the secretary of state, for providing:
(1) A copy of any record kept in his office that is stored on a computer or on microfilm if the copy is provided on a tape, disk or other medium used for the storage of information by a computer or on duplicate film.
(2) Access to his computer data base on which records are stored.
3. [All] Except as otherwise provided in section 2 of this act, all fees collected pursuant to paragraph (d) of subsection 2 must be deposited with the state treasurer for credit to the account for special services of the secretary of state in the state general fund. Any amount remaining in the account at the end of a fiscal year in excess of $2,000,000 must be transferred to the state general fund. Money in the account may be transferred to the secretary of state's operating general fund budget account and must only be used to create and maintain the capability of the office of the secretary of state to provide special services, including, but not limited to, providing service:
(a) On the day it is requested or within 24 hours; or
(b) Necessary to increase or maintain the efficiency of the office.
Any transfer of money from the account for expenditure by the secretary of state must be approved by the interim finance committee.
Sec. 9 NRS 225.155 is hereby amended to read as follows:
225.155 1. [If] Except as otherwise provided in section 2 of this act, if any money is paid to the secretary of state which exceeds by less than $15 the amount required by law to be paid, the secretary of state shall deposit the excess payment with the state treasurer for credit to the state general fund.
2. If a payment exceeds the amount required by law to be paid by $15 or more, the secretary of state shall, if practicable, refund the excess. If the secretary of state cannot make the refund, he shall deposit the excess payment with the state treasurer for credit to the state general fund.
3. Any person who claims a refund of an excess payment which is not refunded pursuant to subsection 2 must, within 30 days after the date of the payment, make a claim for a refund to the state board of examiners.
Sec. 10 NRS 225.165 is hereby amended to read as follows:
225.165 1. The secretary of state may establish a trust account, designated the secretary of state's trust account for advance fees, with the state treasurer in which persons who require the services of the secretary of state may deposit advance fees for payment of those services. Unless the appropriate fee accompanies the request for service, upon providing the service, the secretary of state shall cause the account to be debited.
2. The secretary of state shall prescribe, by regulation [, the] :
(a) The services for which advance fees may be deposited with the state treasurer and paid for upon providing the service [.] ; and
(b) The minimum amount of advance fees each person must maintain in the trust account.
3. The state treasurer, upon consultation with the secretary of state and the state controller, shall prescribe the procedure for the deposit and withdrawal of money from the trust account.
Sec. 11. Chapter 78 of NRS is hereby amended by adding thereto a new section to read as follows:
An incorporator or officer of a corporation may authorize the secretary of state in writing to replace any page of a document submitted for filing on an expedited basis, before the actual filing, and to accept the page as if it were part of the originally signed filing. The signed authorization of the incorporator or officer to the secretary of state permits, but does not require, the secretary of state to alter the original document as requested.
Sec. 12. NRS 78.039 is hereby amended to read as follows:
78.039 1. The [secretary of state shall refuse to accept for filing the articles of incorporation of any corporation whose name is the same as or deceptively similar to the name of a corporation, limited partnership or limited-liability company existing under the laws of this state or a foreign corporation, foreign limited partnership or foreign limited-liability company authorized to transact business in this state, or a name to which the exclusive right is, at the time, reserved in the manner provided under the laws of this state,] name proposed for a corporation must be distinguishable from the names of all other artificial persons organized or registered under chapter 78, 78A, 80, 81, 82, 84, 86, 87, 88 or 89 of NRS whose names are on file in the office of the secretary of state. If a proposed name is not so distinguishable, the secretary of state shall return the articles of incorporation containing the proposed name to the incorporator, unless the written acknowledged consent of the holder of the registered or reserved name to use the same name or the requested similar name accompanies the articles of incorporation.
2. For the purposes of this section [,] and NRS 78.040, a proposed name is not distinguished from a registered or reserved name solely because one or the other contains distinctive lettering, a distinctive mark, a trade-mark or a trade name or any combination of these.
3. The name of a corporation whose charter has been revoked, whose existence has terminated, which has merged and is not the surviving corporation, or which for any other reason is no longer in good standing in this state is available for use by any other artificial person.
Sec. 13. NRS 78.150 is hereby amended to read as follows:
78.150 1. [Each] A corporation organized under the laws of this state shall, [within 60 days] on or before the first day of the second month after the filing of its articles of incorporation with the secretary of state, [and annually thereafter on or before the last day of the month in which the anniversary date of its incorporation occurs in each year,] file with the secretary of state a list [of its president, secretary and treasurer and all of its directors and a designation of its resident agent in this state, signed by an officer of the corporation.
2. Upon filing the list of officers and directors and designation of resident agent,] , on a form furnished by him, containing:
(a) The name of the corporation;
(b) The file number of the corporation, if known;
(c) The names and titles of all of its required officers and the names of all of its directors;
(d) The mailing or street address, either residence or business, of each officer and director listed, following the name of the officer or director; and
(e) 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 amended list containing all of the information required in subsection 1. If the corporation has had no changes in its required officers and directors since its previous list was filed, no amended list need be filed if an officer of the corporation certifies to the secretary of state as a true and accurate statement that no changes in the required officers or directors has occurred.
3. Upon filing a list of officers and directors, or certifying that no changes have occurred, the corporation shall pay to the secretary of state a fee of $85.
[3.] 4. The secretary of state shall, 60 days before the last day for filing the annual list required by subsection [1,] 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, [the blank forms to be completed and filed with him.] a notice of the fee due pursuant to subsection 3 and a reminder to file a list of officers and directors or a certification of no change. Failure of any corporation to receive [the forms] a notice or form does not excuse it from the penalty imposed by law.
[4.] 5. 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 3 is not paid, the secretary of state may return the list for correction or payment.
6. An annual list for a corporation not in default which is received by the secretary of state more than 60 days before its due date shall be deemed an amended list for the previous year.
Sec. 14. NRS 78.180 is hereby amended to read as follows:
78.1801. Except as otherwise provided in subsections 3 and 4, the secretary of state shall reinstate a corporation which has forfeited its right to transact business under the provisions of this chapter and restore to the corporation its right to carry on business in this state, and to exercise its corporate privileges and immunities, if it:
(a) Files with the secretary of state the list [and designation] required by NRS 78.150; and
(b) Pays to the secretary of state:
(1) The annual filing fee and penalty set forth in NRS 78.150 and 78.170 for each year or portion thereof during which its charter was revoked; and
(2) A fee of $50 for reinstatement.
2. When the secretary of state reinstates the corporation, he shall:
(a) Immediately issue and deliver to the corporation a certificate of reinstatement authorizing it to transact business as if the filing fee had been paid when due; and
(b) Upon demand, issue to the corporation one or more certified copies of the certificate of reinstatement.
3. The secretary of state shall not order a reinstatement unless all delinquent fees and penalties have been paid, and the revocation of the charter occurred only by reason of failure to pay the fees and penalties.
4. If a corporate charter has been revoked pursuant to the provisions of this chapter and has remained revoked for a period of 5 consecutive years, the charter must not be reinstated.
Sec. 15. NRS 78.185 is hereby amended to read as follows:
78.185 1. Except as otherwise provided in subsection 2, if a [corporation's charter is revoked under the provisions of this chapter or any previous act of the legislature of Nevada and the name of the corporation, or one deceptively similar to it,] corporation applies to reinstate or revive its charter but its name has been legally acquired by another corporation [, a limited partnership or a limited-liability company existing under the laws of this state or a foreign corporation, foreign limited partnership or foreign limited-liability company authorized to transact business in this state, or is a name, the exclusive right to which has been reserved in the manner provided under the laws of this state, before the application of the defaulting corporation for reinstatement, the defaulting] or other artificial person organized or registered under chapter 78, 78A, 80, 81, 82, 84, 86, 87, 88 or 89 of NRS whose name is on file and in good standing with the secretary of state, the corporation shall in its application for reinstatement submit in writing to the secretary of state some other name under which it desires its corporate existence to be reinstated [.] or revived. If that name is [sufficiently distinctive and different from any name] distinguishable from all other names reserved or otherwise [in use,] on file and in good standing, the secretary of state shall issue to the [defaulting] applying corporation a certificate of reinstatement or revival under that new name.
2. If the [defaulting] applying corporation submits the written acknowledged consent of the [corporation, limited partnership or limited-liability company using a] artificial person having a name, or the person who has reserved a name, which is [the same as or similar to the defaulting corporation's] not distinguishable from the old name of the applying corporation or a new name it has submitted, it may be reinstated or revived under that name.
3. For the purposes of this section, a proposed name is not distinguished from a name used or reserved solely because one or the other contains distinctive lettering, a distinctive mark, a trade-mark or a trade name or any combination of those.
Sec. 16. NRS 78.755 is hereby amended to read as follows:
78.7551. The secretary of state, for services relating to his official duties and the records of his office, shall charge and collect the fees designated in NRS 78.760 to 78.785, inclusive.
2. The secretary of state may accept the filing of documents by [telecopier] facsimile machine and employ new technology, as it is developed, to aid in the performance of all duties required by law. The secretary of state may establish rules, fee schedules and regulations not inconsistent with law, for filing documents by [telecopier] facsimile machine and for the adoption, employment and use of new technology in the performance of his duties.
Sec. 17. Chapter 82 of NRS is hereby amended by adding thereto a new section to read as follows:
An incorporator or officer of a corporation may authorize the secretary of state in writing to replace any page of a document submitted for filing on an expedited basis, before the actual filing, and to accept the page as if it were part of the originally signed filing. The signed authorization of the incorporator or officer to the secretary of state permits, but does not require, the secretary of state to alter the original document as requested.
Sec. 18. NRS 82.096 is hereby amended to read as follows:
82.096 1. The [secretary of state shall refuse to accept for filing the articles of any corporation whose name is the same as or deceptively similar to the name of a for-profit or nonprofit corporation, limited partnership or limited-liability company existing under the laws of this state or a foreign corporation, foreign limited partnership or foreign limited-liability company authorized to transact business in this state or a name to which the exclusive right is, at the time, reserved in the manner provided under the laws of this state,] name of a corporation must be distinguishable from the names of all other artificial persons organized or registered under chapter 78, 78A, 80, 81, 82, 84, 86, 87, 88 or 89 of NRS whose names are on file in the office of the secretary of state. If a proposed name is not so distinguishable, the secretary of state shall return the articles of incorporation containing it to the incorporator, unless the written acknowledged consent of the holder of the registered or reserved name to use the same name or the requested similar name accompanies the articles of incorporation.
2. For the purposes of this section [,] and NRS 82.101, a proposed name is not distinguished from a registered or reserved name solely because one or the other contains distinctive lettering, a distinctive mark, a trade-mark or a trade name, or any combination of these.
3. The name of a corporation whose charter has been revoked, whose existence has terminated, which has merged and is not the surviving corporation, or which for any other reason is no longer in good standing in this state is available for use by any other artificial person.
Sec. 19. NRS 82.141 is hereby amended to read as follows:
82.141 1. [Every corporation must] A corporation shall have a resident agent in the manner provided in NRS 78.090, 78.095, [subsections 1 to 4, inclusive, of NRS 78.097 and NRS] 78.097 and 78.110. The resident agent and the corporation shall comply with the provisions of those sections.
2. A corporation [that fails to file a certificate of acceptance executed by the new resident agent within 30 days after the death, resignation or removal of its former resident agent shall be deemed in default and is subject to the provisions of NRS 82.161 and 82.166.] is subject to the provisions of NRS 78.150 to 78.185, inclusive, except that:
(a) The fee for filing a list is $15;
(b) The penalty added for default is $5; and
(c) The fee for reinstatement is $25.
Sec. 20. NRS 82.531 is hereby amended to read as follows:
82.5311. The fee for filing articles of incorporation, amendments to or restatements of articles of incorporation, certificates pursuant to NRS 82.061 and section 24 of [this act;] Senate Bill No. 297 of this session and documents for dissolution is $25 for each document.
2. Except as otherwise provided in NRS [82.146 and 82.171] 82.141 and subsection 1, the fees for filing documents are those set forth in NRS 78.765 to 78.785, inclusive.
Sec. 21. NRS 82.546 is hereby amended to read as follows:
82.5461. Any corporation which did exist or is existing pursuant to the laws of this state may, upon complying with the provisions of NRS [82.171,] 78.150 and 82.141, 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 resident agent of the filing corporation, and his mailing address if different from his street address.
(3) The date when the renewal or revival of the charter is to commence or be effective, which may be, in cases of a revival, before the date of the certificate.
(4) Whether or not the renewal or revival is to be perpetual, and, if not perpetual, the time for which the renewal or revival is to continue.
(5) That the corporation desiring to renew or revive its charter is, or has been, organized and carrying on the business authorized by its existing or original charter and amendments thereto, and desires to renew or continue through revival its existence pursuant to and subject to the provisions of this chapter.
(b) A list of its president, secretary and treasurer and all of its directors and their post office box and street addresses, either residence or business.
2. A corporation whose charter has not expired and is being renewed shall cause the certificate to be signed by its president or vice president and secretary or assistant secretary, and acknowledged by those officers before any person authorized by law to administer oaths or affirmations. 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, and acknowledged by those officers before any person authorized by law to administer oaths or affirmations. The execution and filing of the certificate must be approved unanimously by the last-appointed surviving directors of the corporation and must contain a recital that unanimous consent was secured. The corporation shall pay to the secretary of state the fee required to establish a new corporation pursuant to the provisions of this chapter.
4. The filed certificate, or a copy thereof which has been certified under the hand and seal of the secretary of state, must be received in all courts and places as prima facie evidence of the facts therein stated and of the existence and incorporation of the corporation named therein.
Sec. 22. Chapter 86 of NRS is hereby amended by adding thereto a new section to read as follows:
An organizer, manager or managing member of a limited-liability company may authorize the secretary of state in writing to replace any page of a document submitted for filing on an expedited basis, before the actual filing, and to accept the page as if it were part of the originally signed filing. The signed authorization of the organizer, manager or managing member to the secretary of state permits, but does not require, the secretary of state to alter the original document as requested.
Sec. 23. NRS 86.171 is hereby amended to read as follows:
86.171 1. The name of a limited-liability company formed under the provisions of this chapter must contain the words "Limited-Liability Company," "Limited Company," or "Limited" or the abbreviations "Ltd.," "L.L.C.," "L.C.," "LLC" or "LC." The word "Company" may be abbreviated as "Co."
2. The name [of the company may not be the same as, or deceptively similar to the name of a limited-liability company, limited partnership or corporation existing under the laws of this state or a foreign limited-liability company, foreign limited partnership or foreign corporation authorized to transact business in this state, or a name the exclusive right to which is, at the time, reserved in the manner provided under the laws of this state,] proposed for a limited-liability company must be distinguishable from the names of all other artificial persons organized or registered under chapter 78, 78A, 80, 81, 82, 84, 86, 87, 88 or 89 of NRS whose names are on file in the office of the secretary of state. If a proposed name is not so distinguishable, the secretary of state shall return the articles of organization to the organizer, unless the written acknowledged consent of the holder of the registered [or reserved] name to use the same name or the requested similar name accompanies the articles of organization.
3. For the purposes of this section and NRS 86.176, a proposed name is not distinguished from a registered or reserved name solely because one or the other contains distinctive lettering, a distinctive mark, a trade-mark or a trade name, or any combination of these.
4. The name of a limited-liability company whose charter has been revoked, whose existence has terminated, which has merged and is not the surviving company, or which for any other reason is no longer in good standing is available for use by any other artificial person.
Sec. 24. NRS 86.263 is hereby amended to read as follows:
86.263 1. [Each] A limited-liability company shall, on or before the last day of the month in which the anniversary date of its formation occurs , [in each year,] file with the secretary of state , on a form furnished by him, a list [of its managers or, if none, its members, and a designation of its resident agent, signed by a manager or, if there is no manager, by a member of the company.
2. Upon filing the list of managers or members and designation of resident agent,] containing:
(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 mailing or street address, either residence or business, of each manager or managing member listed, following the name of the manager or managing member; and
(e) 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 organization occurs, file with the secretary of state, on a form furnished by him, an amended list containing all of the information required in subsection 1. If the limited-liability company has had no changes in its managers or, if there is no manager, its managing members, since its previous list was filed, no amended list need be filed if a manager or managing member of the limited-liability company certifies to the secretary of state as a true and accurate statement that no changes in the managers or managing members have occurred.
3. Upon filing the list of managers or managing members, or certifying that no changes have occurred, the limited-liability company shall pay to the secretary of state a fee of $85.
[3.] 4. The secretary of state shall, 60 days before the last day for filing the list required by subsection 1, cause to be mailed to each limited-liability company required to comply with the provisions of this section, which has not become delinquent, [the blank forms to be completed and filed with him.] a notice of the fee due under subsection 3 and a reminder to file a list of managers or managing members or a certification of no change. Failure of any company to receive [the forms] a notice or form does not excuse it from the penalty imposed by law.
[4.] 5. If the list to be filed pursuant to the provisions of subsection 1 or 2 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 [of managers or members and designation of resident agent] for a limited-liability company not in default received by the secretary of state more than 60 days before its due date shall be deemed an amended list for the previous year.
Sec. 25. NRS 86.276 is hereby amended to read as follows:
86.2761. Except as otherwise provided in subsections 3 and 4, the secretary of state shall reinstate any limited-liability company which has forfeited its right to transact business under the provisions of this chapter and restore to the company its right to carry on business in this state, and to exercise its privileges and immunities, if it:
(a) Files with the secretary of state the list [and designation] required by NRS 86.263; and
(b) Pays to the secretary of state:
(1) The annual filing fee and penalty set forth in NRS 86.263 and 86.272 for each year or portion thereof during which its charter has been revoked; and
(2) A fee of $50 for reinstatement.
2. When the secretary of state reinstates the limited-liability company, he shall:
(a) Immediately issue and deliver to the company a certificate of reinstatement authorizing it to transact business as if the filing fee had been paid when due; and
(b) Upon demand, issue to the company one or more certified copies of the certificate of reinstatement.
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.
Sec. 26. NRS 86.278 is hereby amended to read as follows:
86.278 1. Except as otherwise provided in subsection 2, if a limited-liability [company's charter is revoked under the provisions of this chapter and the name of the limited-liability company, or one deceptively similar to it,] company applies to reinstate its charter but its name has been legally acquired or reserved by another limited-liability company [, a limited partnership or a corporation existing under the laws of this state or foreign limited-liability company, foreign limited partnership or foreign corporation authorized to transact business in this state, or is a name the exclusive right to which has been reserved in the manner provided under the laws of this state, before the application of the defaulting limited-liability company for reinstatement, the defaulting company shall in its application for reinstatement] or other artificial person organized or registered under chapter 78, 78A, 80, 81, 82, 84, 86, 87, 88 or 89 of NRS whose name is on file and in good standing with the secretary of state, the company shall submit in writing to the secretary of state some other name under which it desires its existence to be reinstated. If that name is [sufficiently distinctive and different from any name] distinguishable from all other names reserved or otherwise [in use,] on file and in good standing, the secretary of state shall issue to the [defaulting] applying limited-liability company a certificate of reinstatement under that new name.
2. If the [defaulting] applying limited-liability company submits the written acknowledged consent of the [limited-liability company, corporation or limited partnership using a] artificial person having the name, or the person reserving [a] the name, which is [the same as or similar to the defaulting limited-liability company's] not distinguishable from the old name of the applying company or a new name it has submitted, it may be reinstated under that name.
3. For the purposes of this section, a proposed name is not distinguished from a name used or reserved solely because one or the other contains distinctive lettering, a distinctive mark, a trade-mark or a trade name or any combination of those.
Sec. 27. Chapter 87 of NRS is hereby amended by adding thereto the provisions set forth as sections 28 and 29 of this act.
Sec. 28. A managing partner of a registered limited-liability partnership may authorize the secretary of state in writing to replace any page of a document submitted for filing on an expedited basis, before the actual filing, and to accept the page as if it were part of the originally signed filing. The signed authorization of the managing partner to the secretary of state permits, but does not require, the secretary of state to alter the original document as requested.
Sec. 29. 1. Except as otherwise provided in subsection 2, if a registered limited-liability partnership applies to reinstate its right to transact business but its name has been legally acquired by another registered limited-liability partnership or any other artificial person organized or registered under chapter 78, 78A, 80, 81, 82, 84, 86, 87, 88 or 89 of NRS whose name is on file and in good standing with the secretary of state, the applying registered limited-liability partnership shall submit in writing to the secretary of state some other name under which it desires its right to transact business to be reinstated. If that name is distinguishable from all other names reserved or otherwise on file and in good standing, the secretary of state shall issue to the applying registered limited-liability partnership a certificate of reinstatement under that new name.
2. If the applying registered limited-liability partnership submits the written acknowledged consent of the artificial person having the name, or the person who has reserved the name, that is not distinguishable from the old name of the applying registered limited-liability partnership or a new name it has submitted, it may be reinstated under that name.
3. For the purposes of this section, a proposed name is not distinguished from a name used or reserved solely because one or the other contains distinctive lettering, a distinctive mark, a trade-mark or a trade name, or any combination thereof.
Sec. 30. NRS 87.450 is hereby amended to read as follows:
87.450 1. The name of a registered limited-liability partnership must contain the words "Limited-Liability Partnership" or "Registered Limited-Liability Partnership" or the abbreviation "L.L.P." or "LLP" as the last words or letters of the name [.] and must be distinguishable from the names of all other artificial persons organized or registered under chapter 78, 78A, 80, 81, 82, 84, 86, 87, 88 or 89 of NRS whose names are on file in the office of the secretary of state. If the name of the registered limited-liability partnership on a certificate of registration of limited-liability partnership submitted to the secretary of state is not distinguishable from a name on file, the secretary of state shall return the certificate to the person who signed it unless the written acknowledged consent of the holder of the registered name or reserved name to use the name accompanies the certificate.
2. For the purposes of this section, a proposed name is not distinguished from a registered or reserved name solely because one or the other contains distinctive lettering, a distinctive mark, a trade-mark or a trade name, or any combination of these.
3. The name of a registered limited-liability partnership whose right to transact business has been forfeited, whose existence has terminated, which has merged and is not the surviving partnership, or which for any other reason is no longer in good standing in this state is available for use by any other registered limited-liability partnership or other artificial person.
Sec. 31. NRS 87.510 is hereby amended to read as follows:
87.510 1. A registered limited-liability partnership shall annually, [not more than 60 days] on or before the last day of the month in which the anniversary date of [its registration occurs, file with the secretary of state a list of the names and business addresses of its managing partners in this state and a designation of its resident agent in this state. The information must be submitted on a form prescribed by the secretary of state and signed by a managing partner of the registered limited-liability partnership. The form must be accompanied by] the filing of its certificate of registration of limited partnership or certificate of continuance with the secretary of state occurs, file with the secretary of state, on a form furnished by him, a list containing:
(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 mailing or street address, either residence or business, of each managing partner; and
(e) The signature of a managing partner of the registered limited-liability partnership certifying that the list is true, complete and accurate.
2. If the registered limited-liability partnership has had no changes in its managing partners since its previous list was filed, no annual list need be filed if a managing partner certifies to the secretary of state as a true and accurate statement that no changes in the managing partners have occurred.
3. Upon filing the list of managing partners, or certifying that no changes have occurred, the registered limited-liability partnership shall pay to the secretary of state a fee of $85.
[2.] 4. The secretary of state shall, at least 60 days before the last day for filing the annual list required by subsection 1, cause to be mailed to the registered limited-liability partnership [the form required to be completed and filed with the secretary of state pursuant to this section.] a notice of the fee due pursuant to subsection 3 and a reminder to file the annual list of managing partners or a certification of no change. The failure of any registered limited-liability partnership to receive [the] a notice or form does not excuse it from complying with the provisions of this section.
[3.] 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 that is filed by a registered limited-liability partnership which is not in default more than 60 days before it is due shall be deemed an amended list for the previous year.
Sec. 32. Chapter 88 of NRS is hereby amended by adding thereto the provisions set forth as sections 33 and 34 of this act.
Sec. 33. A general partner of a limited partnership may authorize the secretary of state in writing to replace any page of a document submitted for filing on an expedited basis, before the actual filing, and to accept the page as if it were part of the originally signed filing. The signed authorization of the general partner to the secretary of state permits, but does not require, the secretary of state to alter the original document as requested.
Sec. 34. 1. Except as otherwise provided in subsection 2, if a limited partnership applies to reinstate its right to transact business but its name has been legally acquired by another limited partnership or any other artificial person organized or registered under chapter 78, 78A, 80, 81, 82, 84, 86, 87, 88 or 89 of NRS whose name is on file and in good standing with the secretary of state, the applying limited partnership shall submit in writing to the secretary of state some other name under which it desires its right to be reinstated. If that name is distinguishable from all other names reserved or otherwise on file and in good standing, the secretary of state shall issue to the applying limited partnership a certificate of reinstatement under that new name.
2. If the applying limited partnership submits the written acknowledged consent of the limited partnership or other artificial person having the name, or the person who has reserved the name, that is not distinguishable from the old name of the applying limited partnership or a new name it has submitted, it may be reinstated under that name.
3. For the purposes of this section, a proposed name is not distinguished from a name used or reserved solely because one or the other contains distinctive lettering, a distinctive mark, a trade-mark or a trade name, or any combination thereof.
Sec. 35. NRS 88.320 is hereby amended to read as follows:
88.320 1. The name of [each] a limited partnership as set forth in its certificate of limited partnership:
[1.] (a) Must contain without abbreviation the words "limited partnership";
[2.] (b) May not contain the name of a limited partner unless:
[(a)] (1) It is also the name of a general partner or the corporate name of a corporate general partner; or
[(b)] (2) The business of the limited partnership had been carried on under that name before the admission of that limited partner;
[3. May not be deceptively similar to, the name reserved or otherwise in use by any corporation, limited partnership or limited-liability company organized under the laws of this state or contemplated to be organized in this state, unless the corporation, limited partnership or limited-liability company already bearing or reserving that name files with the secretary of state its written consent to the use of the similar name by the limited partnership whose certificate is offered for filing;
4. May not be the same as the name reserved or otherwise in use by any corporation or limited partnership organized under the laws of this state or contemplated to be organized in this state; and
5. May not be the same as or deceptively similar to the name reserved or otherwise in use by any foreign corporation, foreign limited partnership or foreign limited-liability company unless the foreign corporation, foreign limited partnership or foreign limited-liability company already bearing or reserving that name files with the secretary of state its] and
(c) Must be distinguishable from the names of all other artificial persons organized or registered under chapter 78, 78A, 80, 81, 82, 84, 86, 87, 88 or 89 of NRS whose names are on file in the office of the secretary of state. If the name on the certificate of limited partnership submitted to the secretary of state is not distinguishable from any name on file, the secretary of state shall return the certificate to the filer, unless the written acknowledged consent to the use of the same or the requested similar name [by the limited partnership whose certificate is offered for filing.] of the holder of the registered or reserved name accompanies the certificate of limited partnership.
2. For the purposes of this section, a proposed name is not distinguished from a registered or reserved name solely because one or the other contains distinctive lettering, a distinctive mark, a trade-mark or a trade name, or any combination thereof.
3. The name of a limited partnership whose right to transact business has been forfeited, whose existence has terminated, which has merged and is not the surviving limited partnership, or which for any other reason is no longer in good standing in this state is available for use by any other limited partnership or other artificial person.
Sec. 36. NRS 88.395 is hereby amended to read as follows:
88.395 1. [Each] A limited partnership shall [,] annually, on or before the last day of the month in which the anniversary date of the filing of its certificate of limited partnership occurs , [in each year,] file with the secretary of state , on a form furnished by him, a list [of its general partners and a designation of its resident agent in this state, signed by a general partner of the limited partnership. The list must, after the name of each general partner listed thereon, set forth his post office box or street address.] containing:
(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 mailing or street address, either residence or business, of each general partner; and
(e) The signature of a general partner of the limited partnership certifying that the list is true, complete and accurate.
2. If [addresses are not thus stated for all listed partners on any list offered for filing, the secretary of state may refuse to file it, and] the limited partnership [for which the list has been offered for filing is subject to all the provisions relating to failure to file such a list within or at the times specified, unless such a list is subsequently submitted for filing conformably to the provisions of NRS 88.400.] has had no changes in its general partners since its previous list was filed, no amended list need be filed if a general partner certifies to the secretary of state as a true and accurate statement that no changes in the general partners have occurred.
3. Upon filing the list of general partners, or certifying that no changes have occurred, the limited partnership shall pay to the secretary of state a fee of $85.
4. The secretary of state shall, 60 days before the last day for filing the list required by subsection 1, cause to be mailed to each limited partnership required to comply with the provisions of this section which has not become delinquent [the blank forms to be completed and filed with the secretary of state.] a notice of the fee due pursuant to the provisions of subsection 3 and a reminder to file the annual list or a certificate of no change. Failure of any limited partnership to receive [the forms] a notice or form does not excuse it from the penalty imposed by NRS 88.400.
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 limited partnership not in default that is received by the secretary of state more than 60 days before its due date shall be deemed an amended list for the previous year.
Sec. 37. NRS 88.410 is hereby amended to read as follows:
88.4101. Except as otherwise provided in subsections 3 and 4, the secretary of state may:
(a) Reinstate any limited partnership which has forfeited its right to transact business; and
(b) Restore to the limited partnership its right to carry on business in this state, and to exercise its privileges and immunities,
upon the filing with the secretary of state of the list [and designation] required pursuant to NRS 88.395, and upon payment to the secretary of state of the annual filing fee and penalty set forth in NRS 88.395 and 88.400 for each year or portion thereof during which the certificate has been revoked, and a fee of $50 for reinstatement.
2. When payment is made and the secretary of state reinstates the limited partnership to its former rights he shall:
(a) Immediately issue and deliver to the limited partnership a certificate of reinstatement authorizing it to transact business as if the filing fee had been paid when due; and
(b) Upon demand, issue to the limited partnership one or more certified copies of the certificate of reinstatement.
3. The secretary of state shall not order a reinstatement unless all delinquent fees and penalties have been paid, and the revocation occurred only by reason of failure to pay the fees and penalties.
4. If a limited partnership's certificate has been revoked pursuant to the provisions of this chapter and has remained revoked for a period of 5 years, the certificate must not be reinstated.
Sec. 38. NRS 88.430 is hereby amended to read as follows:
88.4301. Except as provided in subsection 4, a limited partner is not liable for the obligations of a limited partnership unless he is also a general partner or, in addition to the exercise of his rights and powers as a limited partner, he participates in the control of the business. However, if the limited partner participates in the control of the business, he is liable only to persons who transact business with the limited partnership reasonably believing, based upon the limited partner's conduct, that he is a general partner.
2. A limited partner does not participate in the control of the business within the meaning of subsection 1 solely by doing one or more of the following:
(a) Being a contractor for or an agent or employee of the limited partnership or of a general partner or being an officer, director or shareholder of a general partner that is a corporation;
(b) Consulting with and advising a general partner with respect to the business of the limited partnership;
(c) Acting as surety for the limited partnership guaranteeing or assuming one or more specific obligations of the limited partnership;
(d) Taking any action required or permitted by law to bring or pursue a derivative action in the right of the limited partnership;
(e) Requesting or attending a meeting of partners;
(f) Proposing, approving or disapproving, by voting or otherwise, one or more of the following matters:
(1) The dissolution and winding up of the limited partnership;
(2) The sale, exchange, lease, mortgage, pledge or other transfer of all or substantially all of the assets of the limited partnership;
(3) The incurrence of indebtedness by the limited partnership other than in the ordinary course of its business;
(4) A change in the nature of the business;
(5) The admission or removal of a general partner;
(6) The admission or removal of a limited partner;
(7) A transaction involving an actual or potential conflict of interest between a general partner and the limited partnership or the limited partners;
(8) An amendment to the partnership agreement or certificate of limited partnership; or
(9) Matters related to the business of the limited partnership not otherwise enumerated in this subsection, which the partnership agreement states in writing may be subject to the approval or disapproval of limited partners;
(g) Winding up the limited partnership pursuant to NRS 88.560; or
(h) Exercising any right or power permitted to limited partners under this chapter and not specifically enumerated in this subsection.
3. The enumeration in subsection 2 does not mean that the possession or exercise of any other powers by a limited partner constitutes participation by him in the business of the limited partnership.
4. A limited partner who knowingly permits his name to be used in the name of the limited partnership, except under circumstances permitted by paragraph (b) of subsection [2] 1 of NRS 88.320, is liable to creditors who extend credit to the limited partnership without actual knowledge that the limited partner is not a general partner.
Sec. 39. 1. NRS 82.146, 82.151, 82.156, 82.161, 82.166, 82.171 and 82.176 are hereby repealed.
2. NRS 225.160 is hereby repealed.
Sec. 40. At the end of the 1996-1997 fiscal year, the state controller shall transfer the assets and liabilities, to the extent the assets are not encumbered for the 1996-1997 fiscal year, of the revolving account for the office of the secretary of state that is abolished pursuant to subsection 2 of sec. 39 of this act to the state general fund.
Sec. 41. 1. This section, section 3, subsection 2 of section 39 and section 40 of this act become effective on July 1, 1997.
2. Sections 1, 4 to 38, inclusive, and subsection 1 of section 39 of this act become effective on October 1, 1997.
3. Section 2 of this act becomes effective on October 1, 1997, and expires by limitation on July 1, 1999.
LEADLINES OF REPEALED SECTIONS
82.146Filing of list of officers and directors and designation of resident agent; fee.
82.151Mailing of forms; early submission deemed amended list.
82.156Address of each officer and director required on list; effect of noncompliance.
82.161Defaulting corporations: Identification; penalty.
82.166Defaulting corporations: Duties of secretary of state; forfeiture; distribution of assets.
82.171Defaulting corporations: Conditions and procedure for reinstatement.
82.176Defaulting corporations: Reinstatement under old or new name.
225.160 Revolving account: Creation; use; reimbursement.