requires two-thirds majority vote (§§ 2, 3, 5-15, 17-21, 23-25, 27-29, 31, 32, 34-41, 45, 55, 57-60, 64-75, 77-80, 82)
A.B. 439
Assembly Bill No. 439–Assemblymen Christensen, Knecht, Ohrenschall, Beers, Conklin, Anderson, Andonov, Angle, Arberry, Brown, Carpenter, Chowning, Collins, Geddes, Gibbons, Giunchigliani, Goicoechea, Goldwater, Grady, Griffin, Gustavson, Hardy, Hettrick, Koivisto, Mabey, Manendo, Marvel, Mortenson, Oceguera, Parks, Perkins, Sherer, Weber and Williams
March 17, 2003
____________
Joint
Sponsors: Senators Townsend, Rawson,
Rhoads and Washington
____________
Referred to Committee on Judiciary
SUMMARY—Makes various changes to provisions pertaining to business. (BDR 7‑825)
FISCAL NOTE: Effect on Local Government: No.
Effect on the State: No.
~
EXPLANATION
– Matter in bolded italics is new; matter
between brackets [omitted material] is material to be omitted.
Green numbers along left margin indicate location on the printed bill (e.g., 5-15 indicates page 5, line 15).
AN ACT relating to business; requiring a defaulting business entity that wants to reinstate its right to transact business in this state to file with the Secretary of State a certificate of acceptance of appointment signed by its resident agent; changing the exclusive remedy by which a judgment creditor of a member of a limited-liability company or a limited partnership may satisfy a judgment; allowing a limited partnership to register as a limited-liability limited partnership; increasing certain fees and establishing new fees; providing that certain changes do not constitute a change in the appointment of a resident agent; repealing the requirement that a foreign corporation publish its annual statement; providing for the issuance of an order to cease and desist for failure to comply with certain
provisions pertaining to business licenses; making various other changes to provisions pertaining to business entities; and providing other matters properly relating thereto.
THE PEOPLE OF THE STATE OF NEVADA, REPRESENTED IN
SENATE AND ASSEMBLY, DO ENACT AS FOLLOWS:
1-1 Section 1. The Legislature hereby declares that:
1-2 1. Many of the fees increased pursuant to the amendatory
1-3 provisions of this act have not been increased for a substantial
1-4 length of time, and increasing these fees is necessary and
1-5 appropriate at this time.
1-6 2. It is the intent of the Legislature that the fees increased
1-7 pursuant to the amendatory provisions of this act must not be
1-8 increased again for a period of at least 10 years following the
1-9 enactment of this act.
1-10 Sec. 2. NRS 78.0295 is hereby amended to read as follows:
1-11 78.0295 1. A corporation may correct a document filed by
1-12 the Secretary of State with respect to the corporation if the
1-13 document contains an inaccurate record of a corporate action
1-14 described in the document or was defectively executed, attested,
1-15 sealed, verified or acknowledged.
1-16 2. To correct a document, the corporation shall:
1-17 (a) Prepare a certificate of correction which:
1-18 (1) States the name of the corporation;
1-19 (2) Describes the document, including, without limitation, its
1-20 filing date;
1-21 (3) Specifies the inaccuracy or defect;
1-22 (4) Sets forth the inaccurate or defective portion of the
1-23 document in an accurate or corrected form; and
1-24 (5) Is signed by an officer of the corporation.
1-25 (b) Deliver the certificate to the Secretary of State for filing.
1-26 (c) Pay a filing fee of [$150] $175 to the Secretary of State.
1-27 3. A certificate of correction is effective on the effective date
1-28 of the document it corrects except as to persons relying on the
1-29 uncorrected document and adversely affected by the correction. As
1-30 to those persons, the certificate is effective when filed.
1-31 Sec. 3. NRS 78.097 is hereby amended to read as follows:
1-32 78.097 1. A resident agent who desires to resign shall file
1-33 with the Secretary of State a signed statement for each corporation
1-34 that he is unwilling to continue to act as the agent of the corporation
1-35 for the service of process. The fee for filing a statement of
1-36 resignation is $100 for the first corporation that the resident agent
1-37 is unwilling to continue to act as the agent of and $1 for each
1-38 additional corporation listed on the statement of resignation. A
2-1 resignation is not effective until the signed statement is filed with
2-2 the Secretary of State.
2-3 2. The statement of resignation may contain a statement of the
2-4 affected corporation appointing a successor resident agent for that
2-5 corporation. A certificate of acceptance executed by the new
2-6 resident agent, stating the full name, complete street address and, if
2-7 different from the street address, mailing address of the new resident
2-8 agent, must accompany the statement appointing a successor
2-9 resident agent.
2-10 3. Upon the filing of the statement of resignation with the
2-11 Secretary of State the capacity of the resigning person as resident
2-12 agent terminates. If the statement of resignation contains no
2-13 statement by the corporation appointing a successor resident agent,
2-14 the resigning resident agent shall immediately give written notice,
2-15 by mail, to the corporation of the filing of the statement and its
2-16 effect. The notice must be addressed to any officer of the
2-17 corporation other than the resident agent.
2-18 4. If a resident agent dies, resigns or removes from the State,
2-19 the corporation, within 30 days thereafter, shall file with the
2-20 Secretary of State a certificate of acceptance executed by the new
2-21 resident agent. The certificate must set forth the full name and
2-22 complete street address of the new resident agent for the service of
2-23 process, and may have a separate mailing address, such as a post
2-24 office box, which may be different from the street address.
2-25 5. A corporation that fails to file a certificate of acceptance
2-26 executed by the new resident agent within 30 days after the death,
2-27 resignation or removal of its former resident agent shall be deemed
2-28 in default and is subject to the provisions of NRS 78.170 and
2-29 78.175.
2-30 Sec. 4. NRS 78.110 is hereby amended to read as follows:
2-31 78.110 1. If a corporation created pursuant to this chapter
2-32 desires to change its resident agent, the change may be effected by
2-33 filing with the Secretary of State a certificate of change signed by an
2-34 officer of the corporation which sets forth:
2-35 (a) The name of the corporation;
2-36 (b) The name and street address of its present resident agent; and
2-37 (c) The name and street address of the new resident agent.
2-38 2. The new resident agent’s certificate of acceptance must be a
2-39 part of or attached to the certificate of change.
2-40 3. For the purposes of this section, if the resident agent is a
2-41 corporation, limited-liability company, limited-liability
2-42 partnership, limited partnership, limited-liability limited
2-43 partnership or business trust and the name of the resident agent is
2-44 changed as a result of a merger, conversion, exchange, sale,
3-1 reorganization or amendment, the corporation is not required to
3-2 file a certificate of change.
3-3 4. A change authorized by this section becomes effective upon
3-4 the filing of the certificate of change.
3-5 Sec. 5. NRS 78.150 is hereby amended to read as follows:
3-6 78.150 1. A corporation organized pursuant to the laws of
3-7 this state shall, on or before the first day of the second month after
3-8 the filing of its articles of incorporation with the Secretary of State,
3-9 file with the Secretary of State a list, on a form furnished by him,
3-10 containing:
3-11 (a) The name of the corporation;
3-12 (b) The file number of the corporation, if known;
3-13 (c) The names and titles of the president, secretary, treasurer and
3-14 of all the directors of the corporation;
3-15 (d) The mailing or street address, either residence or business, of
3-16 each officer and director listed, following the name of the officer or
3-17 director;
3-18 (e) The name and street address of the lawfully designated
3-19 resident agent of the corporation; and
3-20 (f) The signature of an officer of the corporation certifying that
3-21 the list is true, complete and accurate.
3-22 2. The corporation shall annually thereafter, on or before the
3-23 last day of the month in which the anniversary date of incorporation
3-24 occurs in each year, file with the Secretary of State, on a form
3-25 furnished by him, an annual list containing all of the information
3-26 required in subsection 1.
3-27 3. Each list required by subsection 1 or 2 must be accompanied
3-28 by a declaration under penalty of perjury that the corporation has
3-29 complied with the provisions of chapter 364A of NRS.
3-30 4. Upon filing the list required by:
3-31 (a) Subsection 1, the corporation shall pay to the Secretary of
3-32 State a fee of [$165.] $125.
3-33 (b) Subsection 2, the corporation shall pay to the Secretary of
3-34 State [a fee of $85.] , if the amount represented by the total
3-35 number of shares provided for in the articles is:
3-36 $75,000 or less................................. $125
3-37 Over $75,000 and not over $200,000175
3-38 Over $200,000 and not over $500,000275
3-39 Over $500,000 and not over $1,000,000.. 375
3-40 Over $1,000,000:
3-41 For the first $1,000,000................ 375
3-42 For each additional $500,000 or fraction thereof 275
3-43 The maximum fee which may be charged pursuant to paragraph
3-44 (b) for filing the annual list is $11,100.
4-1 5. The Secretary of State shall, 60 days before the last day for
4-2 filing each annual list required by subsection 2, cause to be mailed
4-3 to each corporation which is required to comply with the provisions
4-4 of NRS 78.150 to 78.185, inclusive, and which has not become
4-5 delinquent, a notice of the fee due pursuant to subsection 4 and a
4-6 reminder to file the annual list required by subsection 2. Failure of
4-7 any corporation to receive a notice or form does not excuse it from
4-8 the penalty imposed by law.
4-9 6. If the list to be filed pursuant to the provisions of subsection
4-10 1 or 2 is defective in any respect or the fee required by subsection 4
4-11 or 8 is not paid, the Secretary of State may return the list for
4-12 correction or payment.
4-13 7. An annual list for a corporation not in default which is
4-14 received by the Secretary of State more than 60 days before its due
4-15 date shall be deemed an amended list for the previous year and must
4-16 be accompanied by [a fee of $85] the appropriate fee as provided in
4-17 subsection 4 for filing. A payment submitted pursuant to this
4-18 subsection does not satisfy the requirements of subsection 2 for the
4-19 year to which the due date is applicable.
4-20 8. If the corporation is an association as defined in NRS
4-21 116.110315, the Secretary of State shall not accept the filing
4-22 required by this section unless it is accompanied by evidence of the
4-23 payment of the fee required to be paid pursuant to NRS 116.31155
4-24 that is provided to the association pursuant to subsection 4 of that
4-25 section.
4-26 Sec. 6. NRS 78.170 is hereby amended to read as follows:
4-27 78.170 1. Each corporation required to make a filing and pay
4-28 the fee prescribed in NRS 78.150 to 78.185, inclusive, which refuses
4-29 or neglects to do so within the time provided shall be deemed in
4-30 default.
4-31 2. For default there must be added to the amount of the fee a
4-32 penalty of [$50.] $75. The fee and penalty must be collected as
4-33 provided in this chapter.
4-34 Sec. 7. NRS 78.180 is hereby amended to read as follows:
4-35 78.180 1. Except as otherwise provided in subsections 3 and
4-36 4, the Secretary of State shall reinstate a corporation which has
4-37 forfeited its right to transact business pursuant to the provisions of
4-38 this chapter and restore to the corporation its right to carry on
4-39 business in this state, and to exercise its corporate privileges and
4-40 immunities, if it:
4-41 (a) Files with the Secretary of State [the] :
4-42 (1) The list required by NRS 78.150; and
4-43 (2) A certificate of acceptance of appointment signed by its
4-44 resident agent; and
4-45 (b) Pays to the Secretary of State:
5-1 (1) The filing fee and penalty set forth in NRS 78.150 and
5-2 78.170 for each year or portion thereof during which it failed to file
5-3 each required annual list in a timely manner; and
5-4 (2) A fee of [$200] $300 for reinstatement.
5-5 2. When the Secretary of State reinstates the corporation, he
5-6 shall:
5-7 (a) Immediately issue and deliver to the corporation a certificate
5-8 of reinstatement authorizing it to transact business as if the filing fee
5-9 or fees had been paid when due; and
5-10 (b) Upon demand, issue to the corporation one or more certified
5-11 copies of the certificate of reinstatement.
5-12 3. The Secretary of State shall not order a reinstatement unless
5-13 all delinquent fees and penalties have been paid, and the revocation
5-14 of the charter occurred only by reason of failure to pay the fees and
5-15 penalties.
5-16 4. If a corporate charter has been revoked pursuant to the
5-17 provisions of this chapter and has remained revoked for a period of
5-18 5 consecutive years, the charter must not be reinstated.
5-19 Sec. 8. NRS 78.390 is hereby amended to read as follows:
5-20 78.390 1. Every amendment adopted pursuant to the
5-21 provisions of NRS 78.385 must be made in the following manner:
5-22 (a) The board of directors must adopt a resolution setting forth
5-23 the amendment proposed and declaring its advisability, and either
5-24 call a special meeting of the stockholders entitled to vote on the
5-25 amendment or direct that the proposed amendment be considered at
5-26 the next annual meeting of the stockholders entitled to vote on the
5-27 amendment.
5-28 (b) At the meeting, of which notice must be given to each
5-29 stockholder entitled to vote pursuant to the provisions of this
5-30 section, a vote of the stockholders entitled to vote in person or by
5-31 proxy must be taken for and against the proposed amendment. If it
5-32 appears upon the canvassing of the votes that stockholders holding
5-33 shares in the corporation entitling them to exercise at least a
5-34 majority of the voting power, or such greater proportion of the
5-35 voting power as may be required in the case of a vote by classes or
5-36 series, as provided in subsections 2 and 4, or as may be required by
5-37 the provisions of the articles of incorporation, have voted in favor of
5-38 the amendment, an officer of the corporation shall sign a certificate
5-39 setting forth the amendment, or setting forth the articles of
5-40 incorporation as amended, and the vote by which the amendment
5-41 was adopted.
5-42 (c) The certificate so signed must be filed with the Secretary of
5-43 State.
5-44 2. If any proposed amendment would adversely alter or change
5-45 any preference or any relative or other right given to any class or
6-1 series of outstanding shares, then the amendment must be approved
6-2 by the vote, in addition to the affirmative vote otherwise required, of
6-3 the holders of shares representing a majority of the voting power of
6-4 each class or series adversely affected by the amendment regardless
6-5 of limitations or restrictions on the voting power thereof.
6-6 3. Provision may be made in the articles of incorporation
6-7 requiring, in the case of any specified amendments, a larger
6-8 proportion of the voting power of stockholders than that required by
6-9 this section.
6-10 4. Different series of the same class of shares do not constitute
6-11 different classes of shares for the purpose of voting by classes
6-12 except when the series is adversely affected by an amendment in a
6-13 different manner than other series of the same class.
6-14 5. The resolution of the stockholders approving the proposed
6-15 amendment may provide that at any time before the effective date of
6-16 the amendment, notwithstanding approval of the proposed
6-17 amendment by the stockholders, the board of directors may, by
6-18 resolution, abandon the proposed amendment without further action
6-19 by the stockholders.
6-20 6. A certificate filed pursuant to subsection 1 becomes
6-21 effective upon filing with the Secretary of State or upon a later date
6-22 specified in the certificate, which must not be later than 90 days
6-23 after the certificate is filed.
6-24 7. If a certificate filed pursuant to subsection 1 specifies an
6-25 effective date and if the resolution of the stockholders approving the
6-26 proposed amendment provides that the board of directors may
6-27 abandon the proposed amendment pursuant to subsection 5, the
6-28 board of directors may terminate the effectiveness of the certificate
6-29 by resolution and by filing a certificate of termination with the
6-30 Secretary of State that:
6-31 (a) Is filed before the effective date specified in the certificate
6-32 filed pursuant to subsection 1;
6-33 (b) Identifies the certificate being terminated;
6-34 (c) States that, pursuant to the resolution of the stockholders, the
6-35 board of directors is authorized to terminate the effectiveness of the
6-36 certificate;
6-37 (d) States that the effectiveness of the certificate has been
6-38 terminated;
6-39 (e) Is signed by an officer of the corporation; and
6-40 (f) Is accompanied by a filing fee of [$150.] $175.
6-41 Sec. 9. NRS 78.760 is hereby amended to read as follows:
6-42 78.760 1. The fee for filing articles of incorporation is
6-43 prescribed in the following schedule:
7-1 If the amount represented by the total number of shares
7-2 provided for in the articles is:
7-3 $75,000 or less....................... [$175] $ 75
7-4 Over $75,000 and not over $200,000[225] 175
7-5 Over $200,000 and not over $500,000[325] 275
7-6 Over $500,000 and not over $1,000,000[425] 375
7-7 Over $1,000,000:
7-8 For the first $1,000,000.......... [425] 375
7-9 For each additional $500,000 or fraction thereof [225] 275
7-10 2. The maximum fee which may be charged pursuant to this
7-11 section is [$25,000] $35,000 for:
7-12 (a) The original filing of articles of incorporation.
7-13 (b) A subsequent filing of any instrument which authorizes an
7-14 increase in stock.
7-15 3. For the purposes of computing the filing fees according to
7-16 the schedule in subsection 1, the amount represented by the total
7-17 number of shares provided for in the articles of incorporation is:
7-18 (a) The aggregate par value of the shares, if only shares with a
7-19 par value are therein provided for;
7-20 (b) The product of the number of shares multiplied by $1,
7-21 regardless of any lesser amount prescribed as the value or
7-22 consideration for which shares may be issued and disposed of, if
7-23 only shares without par value are therein provided for; or
7-24 (c) The aggregate par value of the shares with a par value plus
7-25 the product of the number of shares without par value multiplied by
7-26 $1, regardless of any lesser amount prescribed as the value or
7-27 consideration for which the shares without par value may be issued
7-28 and disposed of, if shares with and without par value are therein
7-29 provided for.
7-30 For the purposes of this subsection, shares with no prescribed par
7-31 value shall be deemed shares without par value.
7-32 4. The Secretary of State shall calculate filing fees pursuant to
7-33 this section with respect to shares with a par value of less than one-
7-34 tenth of a cent as if the par value were one-tenth of a cent.
7-35 Sec. 10. NRS 78.765 is hereby amended to read as follows:
7-36 78.765 1. The fee for filing a certificate changing the number
7-37 of authorized shares pursuant to NRS 78.209 or a certificate of
7-38 amendment to articles of incorporation that increases the
7-39 corporation’s authorized stock or a certificate of correction that
7-40 increases the corporation’s authorized stock is the difference
7-41 between the fee computed at the rates specified in NRS 78.760 upon
7-42 the total authorized stock of the corporation, including the proposed
7-43 increase, and the fee computed at the rates specified in NRS 78.760
8-1 upon the total authorized capital, excluding the proposed increase.
8-2 In no case may the amount be less than [$150.] $175.
8-3 2. The fee for filing a certificate of amendment to articles of
8-4 incorporation that does not increase the corporation’s authorized
8-5 stock or a certificate of correction that does not increase the
8-6 corporation’s authorized stock is [$150.] $175.
8-7 3. The fee for filing a certificate or an amended certificate
8-8 pursuant to NRS 78.1955 is [$150.] $175.
8-9 4. The fee for filing a certificate of termination pursuant to
8-10 NRS 78.1955, 78.209 or 78.380 is [$150.] $175.
8-11 Sec. 11. NRS 78.767 is hereby amended to read as follows:
8-12 78.767 1. The fee for filing a certificate of restated articles of
8-13 incorporation that does not increase the corporation’s authorized
8-14 stock is [$150.] $175.
8-15 2. The fee for filing a certificate of restated articles of
8-16 incorporation that increases the corporation’s authorized stock is the
8-17 difference between the fee computed pursuant to NRS 78.760 based
8-18 upon the total authorized stock of the corporation, including the
8-19 proposed increase, and the fee computed pursuant to NRS 78.760
8-20 based upon the total authorized stock of the corporation, excluding
8-21 the proposed increase. In no case may the amount be less than
8-22 [$150.] $175.
8-23 Sec. 12. NRS 78.780 is hereby amended to read as follows:
8-24 78.780 1. The fee for filing a certificate of extension of
8-25 corporate existence of any corporation is an amount equal to one-
8-26 fourth of the fee computed at the rates specified in NRS 78.760 for
8-27 filing articles of incorporation.
8-28 2. The fee for filing a certificate of dissolution whether it
8-29 occurs before or after payment of capital and beginning of business
8-30 is [$60.] $75.
8-31 Sec. 13. NRS 78.785 is hereby amended to read as follows:
8-32 78.785 1. The fee for filing a certificate of change of location
8-33 of a corporation’s registered office and resident agent, or a new
8-34 designation of resident agent, is [$30.] $60.
8-35 2. The fee for certifying articles of incorporation where a copy
8-36 is provided is [$20.] $30.
8-37 3. The fee for certifying a copy of an amendment to articles of
8-38 incorporation, or to a copy of the articles as amended, where a copy
8-39 is furnished, is [$20.] $30.
8-40 4. The fee for certifying an authorized printed copy of the
8-41 general corporation law as compiled by the Secretary of State is
8-42 [$20.] $30.
8-43 5. The fee for reserving a corporate name is [$20.] $25.
8-44 6. The fee for executing a certificate of corporate existence
8-45 which does not list the previous documents relating to the
9-1 corporation, or a certificate of change in a corporate name, is [$40.]
9-2 $50.
9-3 7. The fee for executing a certificate of corporate existence
9-4 which lists the previous documents relating to the corporation is
9-5 [$40.] $50.
9-6 8. The fee for submitting the resignation of a director or
9-7 officer, if the resignation is not made in conjunction with the
9-8 filing of an annual or amended list of directors and officers, is
9-9 $75.
9-10 9. The fee for executing, certifying or filing any certificate or
9-11 document not provided for in NRS 78.760 to 78.785, inclusive, is
9-12 [$40.
9-13 9.] $50.
9-14 10. The fee for copies made at the Office of the Secretary of
9-15 State is [$1] $2 per page.
9-16 [10.] 11. The fees for filing articles of incorporation, articles of
9-17 merger, or certificates of amendment increasing the basic surplus of
9-18 a mutual or reciprocal insurer must be computed pursuant to NRS
9-19 78.760, 78.765 and 92A.210, on the basis of the amount of basic
9-20 surplus of the insurer.
9-21 [11.] 12. The fee for examining and provisionally approving
9-22 any document at any time before the document is presented for
9-23 filing is [$100.] $125.
9-24 Sec. 14. NRS 78.795 is hereby amended to read as follows:
9-25 78.795 1. Any natural person or corporation residing or
9-26 located in this state may, on or after January 1 of any year but before
9-27 [January 31] June 30 of that year, register his willingness to serve
9-28 as the resident agent of a domestic or foreign corporation, limited-
9-29 liability company or limited partnership with the Secretary of State.
9-30 The registration must state the full, legal name of the person or
9-31 corporation willing to serve as the resident agent and be
9-32 accompanied by a fee of [$250] $500 per office location of the
9-33 resident agent.
9-34 2. The Secretary of State shall maintain a list of those persons
9-35 who are registered pursuant to subsection 1 and make the list
9-36 available to persons seeking to do business in this state.
9-37 Sec. 15. NRS 80.050 is hereby amended to read as follows:
9-38 80.050 1. Except as otherwise provided in subsection 3,
9-39 foreign corporations shall pay the same fees to the Secretary of State
9-40 as are required to be paid by corporations organized pursuant to the
9-41 laws of this state, but the amount of fees to be charged must not
9-42 exceed:
9-43 (a) The sum of [$25,000] $35,000 for filing documents for
9-44 initial qualification; or
10-1 (b) The sum of [$25,000] $35,000 for each subsequent filing of
10-2 a certificate increasing authorized capital stock.
10-3 2. If the corporate documents required to be filed set forth only
10-4 the total number of shares of stock the corporation is authorized to
10-5 issue without reference to value, the authorized shares shall be
10-6 deemed to be without par value and the filing fee must be computed
10-7 pursuant to paragraph (b) of subsection 3 of NRS 78.760.
10-8 3. Foreign corporations which are nonprofit corporations and
10-9 do not have or issue shares of stock shall pay the same fees to the
10-10 Secretary of State as are required to be paid by nonprofit
10-11 corporations organized pursuant to the laws of this state.
10-12 4. The fee for filing a notice of withdrawal from the State of
10-13 Nevada by a foreign corporation is [$60.] $75.
10-14 Sec. 16. NRS 80.070 is hereby amended to read as follows:
10-15 80.070 1. A foreign corporation may change its resident
10-16 agent by filing with the Secretary of State:
10-17 (a) A certificate of change, signed by an officer of the
10-18 corporation, setting forth:
10-19 (1) The name of the corporation;
10-20 (2) The name and street address of the present resident agent;
10-21 and
10-22 (3) The name and street address of the new resident agent;
10-23 and
10-24 (b) A certificate of acceptance executed by the new resident
10-25 agent, which must be a part of or attached to the certificate of
10-26 change.
10-27 For the purposes of this subsection, if the resident agent is a
10-28 corporation, limited-liability company, limited-liability
10-29 partnership, limited partnership, limited-liability limited
10-30 partnership or business trust and the name of the resident agent is
10-31 changed as a result of a merger, conversion, exchange, sale,
10-32 reorganization or amendment, the corporation is not required to
10-33 file a certificate of change. The change authorized by this
10-34 subsection becomes effective upon the filing of the certificate of
10-35 change.
10-36 2. A person who has been designated by a foreign corporation
10-37 as resident agent may file with the Secretary of State a signed
10-38 statement that he is unwilling to continue to act as the agent of the
10-39 corporation for the service of process.
10-40 3. Upon the filing of the statement of resignation with the
10-41 Secretary of State, the capacity of the resigning person as resident
10-42 agent terminates. If the statement of resignation is not accompanied
10-43 by a statement of the corporation appointing a successor resident
10-44 agent, the resigning resident agent shall give written notice, by mail,
10-45 to the corporation, of the filing of the statement and its effect. The
11-1 notice must be addressed to any officer of the corporation other than
11-2 the resident agent.
11-3 4. If a resident agent dies, resigns or moves from the State, the
11-4 corporation, within 30 days thereafter, shall file with the Secretary
11-5 of State a certificate of acceptance executed by the new resident
11-6 agent. The certificate must set forth the name of the new resident
11-7 agent, his street address for the service of process, and his mailing
11-8 address if different from his street address.
11-9 5. A corporation that fails to file a certificate of acceptance
11-10 executed by a new resident agent within 30 days after the death,
11-11 resignation or removal of its resident agent shall be deemed in
11-12 default and is subject to the provisions of NRS 80.150 and 80.160.
11-13 Sec. 17. NRS 80.110 is hereby amended to read as follows:
11-14 80.110 1. Each foreign corporation doing business in this
11-15 state shall, on or before the first day of the second month after the
11-16 filing of its certificate of corporate existence with the Secretary of
11-17 State, and annually thereafter on or before the last day of the month
11-18 in which the anniversary date of its qualification to do business in
11-19 this state occurs in each year, file with the Secretary of State a list,
11-20 on a form furnished by him, that contains:
11-21 (a) The names of its president, secretary and treasurer or their
11-22 equivalent, and all of its directors;
11-23 (b) [A designation of its] The name and street address of the
11-24 lawfully designated resident agent of the corporation in this state;
11-25 and
11-26 (c) The signature of an officer of the corporation.
11-27 Each list filed pursuant to this subsection must be accompanied by a
11-28 declaration under penalty of perjury that the foreign corporation has
11-29 complied with the provisions of chapter 364A of NRS.
11-30 2. Upon filing:
11-31 (a) The initial list required by subsection 1, the corporation shall
11-32 pay to the Secretary of State a fee of [$165.] $125.
11-33 (b) Each annual list required by subsection 1, the corporation
11-34 shall pay to the Secretary of State [a fee of $85.] , if the amount
11-35 represented by the total number of shares provided for in the
11-36 articles is:
11-37 $75,000 or less................................ $125
11-38 Over $75,000 and not over $200,000175
11-39 Over $200,000 and not over $500,000275
11-40 Over $500,000 and not over $1,000,000 375
11-41 Over $1,000,000:
11-42 For the first $1,000,000................ 375
11-43 For each additional $500,000 or fraction thereof 275
11-44 The maximum fee which may be charged pursuant to paragraph
11-45 (b) for filing the annual list is $11,100.
12-1 3. The Secretary of State shall, 60 days before the last day for
12-2 filing each annual list required by subsection 1, cause to be mailed
12-3 to each corporation required to comply with the provisions of NRS
12-4 80.110 to 80.170, inclusive, which has not become delinquent, the
12-5 blank forms to be completed and filed with him. Failure of any
12-6 corporation to receive the forms does not excuse it from the penalty
12-7 imposed by the provisions of NRS 80.110 to 80.170, inclusive.
12-8 4. An annual list for a corporation not in default which is
12-9 received by the Secretary of State more than 60 days before its due
12-10 date shall be deemed an amended list for the previous year and does
12-11 not satisfy the requirements of subsection 1 for the year to which the
12-12 due date is applicable.
12-13 Sec. 18. NRS 80.150 is hereby amended to read as follows:
12-14 80.150 1. Any corporation required to make a filing and pay
12-15 the fee prescribed in NRS 80.110 to 80.170, inclusive, which refuses
12-16 or neglects to do so within the time provided, is in default.
12-17 2. For default there must be added to the amount of the fee a
12-18 penalty of [$50,] $75, and unless the filing is made and the fee and
12-19 penalty are paid on or before the first day of the ninth month
12-20 following the month in which filing was required, the defaulting
12-21 corporation by reason of its default forfeits its right to transact any
12-22 business within this state. The fee and penalty must be collected as
12-23 provided in this chapter.
12-24 Sec. 19. NRS 80.170 is hereby amended to read as follows:
12-25 80.170 1. Except as otherwise provided in subsections 3 and
12-26 4, the Secretary of State shall reinstate a corporation which has
12-27 forfeited or which forfeits its right to transact business under the
12-28 provisions of this chapter and restore to the corporation its right to
12-29 transact business in this state, and to exercise its corporate privileges
12-30 and immunities if it:
12-31 (a) Files with the Secretary of State [a] :
12-32 (1) The list as provided in NRS 80.110 and 80.140; and
12-33 (2) A certificate of acceptance of appointment signed by its
12-34 resident agent; and
12-35 (b) Pays to the Secretary of State:
12-36 (1) The filing fee and penalty set forth in NRS 80.110 and
12-37 80.150 for each year or portion thereof that its right to transact
12-38 business was forfeited; and
12-39 (2) A fee of [$200] $300 for reinstatement.
12-40 2. If payment is made and the Secretary of State reinstates the
12-41 corporation to its former rights, he shall:
12-42 (a) Immediately issue and deliver to the corporation so
12-43 reinstated a certificate of reinstatement authorizing it to transact
12-44 business in the same manner as if the filing fee had been paid when
12-45 due; and
13-1 (b) Upon demand, issue to the corporation one or more certified
13-2 copies of the certificate of reinstatement.
13-3 3. The Secretary of State shall not order a reinstatement unless
13-4 all delinquent fees and penalties have been paid, and the revocation
13-5 of the right to transact business occurred only by reason of failure to
13-6 pay the fees and penalties.
13-7 4. If the right of a corporation to transact business in this state
13-8 has been forfeited pursuant to the provisions of NRS 80.160 and has
13-9 remained forfeited for a period of 5 consecutive years, the right is
13-10 not subject to reinstatement.
13-11 Sec. 20. NRS 82.193 is hereby amended to read as follows:
13-12 82.193 1. A corporation shall have a resident agent in the
13-13 manner provided in NRS 78.090, 78.095, 78.097 and 78.110. The
13-14 resident agent and the corporation shall comply with the provisions
13-15 of those sections.
13-16 2. A corporation is subject to the provisions of NRS 78.150 to
13-17 78.185, inclusive, except that:
13-18 (a) The fee for filing a list is [$15;] $25;
13-19 (b) The penalty added for default is [$5;] $50; and
13-20 (c) The fee for reinstatement is [$25.] $100.
13-21 Sec. 21. NRS 82.531 is hereby amended to read as follows:
13-22 82.531 1. The fee for filing articles of incorporation,
13-23 amendments to or restatements of articles of incorporation,
13-24 certificates pursuant to NRS 82.061 and 82.063 and documents for
13-25 dissolution is [$25] $50 for each document.
13-26 2. Except as otherwise provided in NRS 82.193 and subsection
13-27 1, the fees for filing documents are those set forth in NRS 78.765 to
13-28 78.785, inclusive.
13-29 Sec. 22. NRS 82.546 is hereby amended to read as follows:
13-30 82.546 1. Any corporation which did exist or is existing
13-31 pursuant to the laws of this state may, upon complying with the
13-32 provisions of NRS 78.150 and 82.193, procure a renewal or revival
13-33 of its charter for any period, together with all the rights, franchises,
13-34 privileges and immunities, and subject to all its existing and
13-35 preexisting debts, duties and liabilities secured or imposed by its
13-36 original charter and amendments thereto, or its existing charter, by
13-37 filing:
13-38 (a) A certificate with the Secretary of State, which must set
13-39 forth:
13-40 (1) The name of the corporation, which must be the name of
13-41 the corporation at the time of the renewal or revival, or its name at
13-42 the time its original charter expired.
13-43 (2) The name and street address of the lawfully designated
13-44 resident agent of the filing corporation, and his mailing address if
13-45 different from his street address.
14-1 (3) The date when the renewal or revival of the charter is to
14-2 commence or be effective, which may be, in cases of a revival,
14-3 before the date of the certificate.
14-4 (4) Whether or not the renewal or revival is to be perpetual,
14-5 and, if not perpetual, the time for which the renewal or revival is to
14-6 continue.
14-7 (5) That the corporation desiring to renew or revive its
14-8 charter is, or has been, organized and carrying on the business
14-9 authorized by its existing or original charter and amendments
14-10 thereto, and desires to renew or continue through revival its
14-11 existence pursuant to and subject to the provisions of this chapter.
14-12 (b) A list of its president, secretary and treasurer and all of its
14-13 directors and their post office box and street addresses, either
14-14 residence or business.
14-15 2. A corporation whose charter has not expired and is being
14-16 renewed shall cause the certificate to be signed by its president or
14-17 vice president and secretary or assistant secretary. The certificate
14-18 must be approved by a majority of the last-appointed surviving
14-19 directors.
14-20 3. A corporation seeking to revive its original or amended
14-21 charter shall cause the certificate to be signed by its president or
14-22 vice president and secretary or assistant secretary. The execution
14-23 and filing of the certificate must be approved unanimously by the
14-24 last-appointed surviving directors of the corporation and must
14-25 contain a recital that unanimous consent was secured. The
14-26 corporation shall pay to the Secretary of State the fee required to
14-27 establish a new corporation pursuant to the provisions of this
14-28 chapter.
14-29 4. The filed certificate, or a copy thereof which has been
14-30 certified under the hand and seal of the Secretary of State, must be
14-31 received in all courts and places as prima facie evidence of the facts
14-32 therein stated and of the existence and incorporation of the
14-33 corporation named therein.
14-34 Sec. 23. NRS 84.090 is hereby amended to read as follows:
14-35 84.090 1. The fee for filing articles of incorporation,
14-36 amendments to or restatements of articles of incorporation,
14-37 certificates of reinstatement and documents for dissolution is [$25]
14-38 $50 for each document.
14-39 2. Except as otherwise provided in this chapter, the fees set
14-40 forth in NRS 78.785 apply to this chapter.
14-41 Sec. 24. NRS 84.110 is hereby amended to read as follows:
14-42 84.110 1. Every corporation sole must have a resident agent
14-43 in the manner provided in NRS 78.090 and 78.095, subsections 1 to
14-44 4, inclusive, of NRS 78.097 and NRS 78.110. The resident agent
14-45 shall comply with the provisions of those sections.
15-1 2. A corporation sole that fails to file a certificate of acceptance
15-2 executed by the new resident agent within 30 days after the death,
15-3 resignation or removal of its former resident agent shall be deemed
15-4 in default and is subject to the provisions of NRS 84.130 and
15-5 84.140.
15-6 3. [No] A corporation sole [may be required to file an annual
15-7 list of officers, directors and designation of resident agent.] is
15-8 subject to the provisions of NRS 78.150 to 78.185, inclusive, except
15-9 that:
15-10 (a) The fee for filing a list is $25;
15-11 (b) The penalty added for default is $50; and
15-12 (c) The fee for reinstatement is $100.
15-13 Sec. 25. NRS 86.226 is hereby amended to read as follows:
15-14 86.226 1. A signed certificate of amendment, or a certified
15-15 copy of a judicial decree of amendment, must be filed with the
15-16 Secretary of State. A person who executes a certificate as an agent,
15-17 officer or fiduciary of the limited-liability company need not exhibit
15-18 evidence of his authority as a prerequisite to filing. Unless the
15-19 Secretary of State finds that a certificate does not conform to law,
15-20 upon his receipt of all required filing fees he shall file the certificate.
15-21 2. A certificate of amendment or judicial decree of amendment
15-22 is effective upon filing with the Secretary of State or upon a later
15-23 date specified in the certificate or judicial decree, which must not be
15-24 more than 90 days after the certificate or judicial decree is filed.
15-25 3. If a certificate specifies an effective date and if the
15-26 resolution of the members approving the proposed amendment
15-27 provides that one or more managers or, if management is not vested
15-28 in a manager, one or more members may abandon the proposed
15-29 amendment, then those managers or members may terminate the
15-30 effectiveness of the certificate by filing a certificate of termination
15-31 with the Secretary of State that:
15-32 (a) Is filed before the effective date specified in the certificate or
15-33 judicial decree filed pursuant to subsection 1;
15-34 (b) Identifies the certificate being terminated;
15-35 (c) States that, pursuant to the resolution of the members, the
15-36 manager of the company or, if management is not vested in a
15-37 manager, a designated member is authorized to terminate the
15-38 effectiveness of the certificate;
15-39 (d) States that the effectiveness of the certificate has been
15-40 terminated;
15-41 (e) Is signed by a manager of the company or, if management is
15-42 not vested in a manager, a designated member; and
15-43 (f) Is accompanied by a filing fee of [$150.] $175.
16-1 Sec. 26. NRS 86.235 is hereby amended to read as follows:
16-2 86.235 1. If a limited-liability company formed pursuant to
16-3 this chapter desires to change its resident agent, the change may be
16-4 effected by filing with the Secretary of State a certificate of change
16-5 signed by a manager of the company or, if management is not vested
16-6 in a manager, by a member, that sets forth:
16-7 (a) The name of the limited-liability company;
16-8 (b) The name and street address of its present resident agent; and
16-9 (c) The name and street address of the new resident agent.
16-10 2. The new resident agent’s certificate of acceptance must be a
16-11 part of or attached to the certificate of change.
16-12 3. For the purposes of this section, if the resident agent is a
16-13 corporation, limited-liability company, limited-liability
16-14 partnership, limited partnership, limited-liability limited
16-15 partnership or business trust and the name of the resident agent is
16-16 changed as a result of a merger, conversion, exchange, sale,
16-17 reorganization or amendment, the limited-liability company is not
16-18 required to file a certificate of change.
16-19 4. The change authorized by this section becomes effective
16-20 upon the filing of the certificate of change.
16-21 Sec. 27. NRS 86.263 is hereby amended to read as follows:
16-22 86.263 1. A limited-liability company shall, on or before the
16-23 first day of the second month after the filing of its articles of
16-24 organization with the Secretary of State, file with the Secretary of
16-25 State, on a form furnished by him, a list that contains:
16-26 (a) The name of the limited-liability company;
16-27 (b) The file number of the limited-liability company, if known;
16-28 (c) The names and titles of all of its managers or, if there is no
16-29 manager, all of its managing members;
16-30 (d) The mailing or street address, either residence or business, of
16-31 each manager or managing member listed, following the name of
16-32 the manager or managing member;
16-33 (e) The name and street address of the lawfully designated
16-34 resident agent of the limited-liability company; and
16-35 (f) The signature of a manager or managing member of the
16-36 limited-liability company certifying that the list is true, complete
16-37 and accurate.
16-38 2. The limited-liability company shall annually thereafter, on
16-39 or before the last day of the month in which the anniversary date of
16-40 its organization occurs, file with the Secretary of State, on a form
16-41 furnished by him, an amended list containing all of the information
16-42 required in subsection 1. [If the limited-liability company has had no
16-43 changes in its managers or, if there is no manager, its managing
16-44 members, since its previous list was filed, no amended list need be
16-45 filed if a manager or managing member of the limited-liability
17-1 company certifies to the Secretary of State as a true and accurate
17-2 statement that no changes in the managers or managing members
17-3 have occurred.]
17-4 3. Each list required by [subsection 1 and each list or
17-5 certification required by subsection] subsections 1 and 2 must be
17-6 accompanied by a declaration under penalty of perjury that the
17-7 limited-liability company has complied with the provisions of
17-8 chapter 364A of NRS.
17-9 4. Upon filing:
17-10 (a) The initial list required by subsection 1, the limited-liability
17-11 company shall pay to the Secretary of State a fee of [$165.] $125.
17-12 (b) Each annual list required by subsection 2 , [or certifying that
17-13 no changes have occurred,] the limited-liability company shall pay
17-14 to the Secretary of State a fee of [$85.] $125.
17-15 5. The Secretary of State shall, 60 days before the last day for
17-16 filing each list required by subsection 2, cause to be mailed to each
17-17 limited-liability company required to comply with the provisions of
17-18 this section, which has not become delinquent, a notice of the fee
17-19 due under subsection 4 and a reminder to file a list required by
17-20 subsection 2 . [or a certification of no change.] Failure of any
17-21 company to receive a notice or form does not excuse it from the
17-22 penalty imposed by law.
17-23 6. If the list to be filed pursuant to the provisions of subsection
17-24 1 or 2 is defective or the fee required by subsection 4 is not paid, the
17-25 Secretary of State may return the list for correction or payment.
17-26 7. An annual list for a limited-liability company not in default
17-27 received by the Secretary of State more than 60 days before its due
17-28 date shall be deemed an amended list for the previous year.
17-29 Sec. 28. NRS 86.272 is hereby amended to read as follows:
17-30 86.272 1. Each limited-liability company required to make a
17-31 filing and pay the fee prescribed in NRS 86.263 which refuses or
17-32 neglects to do so within the time provided is in default.
17-33 2. For default there must be added to the amount of the fee a
17-34 penalty of [$50.] $75. The fee and penalty must be collected as
17-35 provided in this chapter.
17-36 Sec. 29. NRS 86.276 is hereby amended to read as follows:
17-37 86.276 1. Except as otherwise provided in subsections 3 and
17-38 4, the Secretary of State shall reinstate any limited-liability company
17-39 which has forfeited its right to transact business pursuant to the
17-40 provisions of this chapter and restore to the company its right to
17-41 carry on business in this state, and to exercise its privileges and
17-42 immunities, if it:
17-43 (a) Files with the Secretary of State [the] :
17-44 (1) The list required by NRS 86.263; and
18-1 (2) A certificate of acceptance of appointment signed by its
18-2 resident agent; and
18-3 (b) Pays to the Secretary of State:
18-4 (1) The filing fee and penalty set forth in NRS 86.263 and
18-5 86.272 for each year or portion thereof during which it failed to file
18-6 in a timely manner each required annual list; and
18-7 (2) A fee of [$200] $300 for reinstatement.
18-8 2. When the Secretary of State reinstates the limited-liability
18-9 company, he shall:
18-10 (a) Immediately issue and deliver to the company a certificate of
18-11 reinstatement authorizing it to transact business as if the filing fee
18-12 had been paid when due; and
18-13 (b) Upon demand, issue to the company one or more certified
18-14 copies of the certificate of reinstatement.
18-15 3. The Secretary of State shall not order a reinstatement unless
18-16 all delinquent fees and penalties have been paid, and the revocation
18-17 of the charter occurred only by reason of failure to pay the fees and
18-18 penalties.
18-19 4. If a company’s charter has been revoked pursuant to the
18-20 provisions of this chapter and has remained revoked for a period of
18-21 5 consecutive years, the charter must not be reinstated.
18-22 Sec. 30. NRS 86.401 is hereby amended to read as follows:
18-23 86.401 1. On application to a court of competent jurisdiction
18-24 by a judgment creditor of a member, the court may charge the
18-25 member’s interest with payment of the unsatisfied amount of the
18-26 judgment with interest. To the extent so charged, the judgment
18-27 creditor has only the rights of an assignee of the member’s interest.
18-28 2. [The court may appoint a receiver of the share of the
18-29 distributions due or to become due to the judgment debtor in respect
18-30 of the limited-liability company. The receiver has only the rights of
18-31 an assignee. The court may make all other orders, directions,
18-32 accounts and inquiries that the judgment debtor might have made or
18-33 which the circumstances of the case may require.
18-34 3. A charging order constitutes a lien on the member’s interest
18-35 of the judgment debtor. The court may order a foreclosure of the
18-36 member’s interest subject to the charging order at any time. The
18-37 purchaser at the foreclosure sale has only the rights of an assignee.
18-38 4. Unless otherwise provided in the articles of organization or
18-39 operating agreement, at any time before foreclosure, a member’s
18-40 interest charged may be redeemed:
18-41 (a) By the judgment debtor;
18-42 (b) With property other than property of the limited-liability
18-43 company, by one or more of the other members; or
18-44 (c) By the limited-liability company with the consent of all of
18-45 the members whose interests are not so charged.
19-1 5.] This section [provides] :
19-2 (a) Provides the exclusive remedy by which a judgment creditor
19-3 of a member or an assignee of a member may satisfy a judgment out
19-4 of the member’s interest of the judgment debtor.
19-5 [6. No creditor of a member has any right to obtain possession
19-6 of, or otherwise exercise legal or equitable remedies with respect to,
19-7 the property of the limited-liability company.
19-8 7. This section does]
19-9 (b) Does not deprive any member of the benefit of any
19-10 exemption applicable to his interest.
19-11 Sec. 31. NRS 86.561 is hereby amended to read as follows:
19-12 86.561 1. The Secretary of State shall charge and collect for:
19-13 (a) Filing the original articles of organization, or for registration
19-14 of a foreign company, [$175;] $75;
19-15 (b) Amending or restating the articles of organization, amending
19-16 the registration of a foreign company or filing a certificate of
19-17 correction, [$150;] $175;
19-18 (c) Filing the articles of dissolution of a domestic or foreign
19-19 company, [$60;] $75;
19-20 (d) Filing a statement of change of address of a records or
19-21 registered office, or change of the resident agent, [$30;] $60;
19-22 (e) Certifying articles of organization or an amendment to the
19-23 articles, in both cases where a copy is provided, [$20;] $30;
19-24 (f) Certifying an authorized printed copy of this chapter, [$20;]
19-25 $30;
19-26 (g) Reserving a name for a limited-liability company, [$20;]
19-27 $25;
19-28 (h) Filing a certificate of cancelation, [$60;] $75;
19-29 (i) Executing, filing or certifying any other document, [$40;]
19-30 $50; and
19-31 (j) Copies made at the Office of the Secretary of State, [$1] $2
19-32 per page.
19-33 2. The Secretary of State shall charge and collect at the time of
19-34 any service of process on him as agent for service of process of a
19-35 limited-liability company, [$10] $100 which may be recovered as
19-36 taxable costs by the party to the action causing the service to be
19-37 made if the party prevails in the action.
19-38 3. Except as otherwise provided in this section, the fees set
19-39 forth in NRS 78.785 apply to this chapter.
19-40 Sec. 32. NRS 86.568 is hereby amended to read as follows:
19-41 86.568 1. A limited-liability company may correct a
19-42 document filed by the Secretary of State with respect to the limited-
19-43 liability company if the document contains an inaccurate record of a
19-44 company action described in the document or was defectively
19-45 executed, attested, sealed, verified or acknowledged.
20-1 2. To correct a document, the limited-liability company must:
20-2 (a) Prepare a certificate of correction that:
20-3 (1) States the name of the limited-liability company;
20-4 (2) Describes the document, including, without limitation, its
20-5 filing date;
20-6 (3) Specifies the inaccuracy or defect;
20-7 (4) Sets forth the inaccurate or defective portion of the
20-8 document in an accurate or corrected form; and
20-9 (5) Is signed by a manager of the company, or if
20-10 management is not vested in a manager, by a member of the
20-11 company.
20-12 (b) Deliver the certificate to the Secretary of State for filing.
20-13 (c) Pay a filing fee of [$150] $175 to the Secretary of State.
20-14 3. A certificate of correction is effective on the effective date
20-15 of the document it corrects except as to persons relying on the
20-16 uncorrected document and adversely affected by the correction. As
20-17 to those persons, the certificate is effective when filed.
20-18 Sec. 33. NRS 86.580 is hereby amended to read as follows:
20-19 86.580 1. A limited-liability company which did exist or is
20-20 existing pursuant to the laws of this state may, upon complying with
20-21 the provisions of NRS 86.276, procure a renewal or revival of its
20-22 charter for any period, together with all the rights, franchises,
20-23 privileges and immunities, and subject to all its existing and
20-24 preexisting debts, duties and liabilities secured or imposed by its
20-25 original charter and amendments thereto, or existing charter, by
20-26 filing:
20-27 (a) A certificate with the Secretary of State, which must set
20-28 forth:
20-29 (1) The name of the limited-liability company, which must
20-30 be the name of the limited-liability company at the time of the
20-31 renewal or revival, or its name at the time its original charter
20-32 expired.
20-33 (2) The name of the person lawfully designated as the
20-34 resident agent of the limited-liability company, his street address for
20-35 the service of process, and his mailing address if different from his
20-36 street address.
20-37 (3) The date when the renewal or revival of the charter is to
20-38 commence or be effective, which may be, in cases of a revival,
20-39 before the date of the certificate.
20-40 (4) Whether or not the renewal or revival is to be perpetual,
20-41 and, if not perpetual, the time for which the renewal or revival is to
20-42 continue.
20-43 (5) That the limited-liability company desiring to renew or
20-44 revive its charter is, or has been, organized and carrying on the
20-45 business authorized by its existing or original charter and
21-1 amendments thereto, and desires to renew or continue through
21-2 revival its existence pursuant to and subject to the provisions of this
21-3 chapter.
21-4 (b) A list of its managers, or if there are no managers, all its
21-5 managing members and their post office box or street addresses,
21-6 either residence or business.
21-7 2. A limited-liability company whose charter has not expired
21-8 and is being renewed shall cause the certificate to be signed by its
21-9 manager, or if there is no manager, by a person designated by its
21-10 members. The certificate must be approved by a majority in interest.
21-11 3. A limited-liability company seeking to revive its original or
21-12 amended charter shall cause the certificate to be signed by a person
21-13 or persons designated or appointed by the members. The execution
21-14 and filing of the certificate must be approved by the written consent
21-15 of a majority in interest and must contain a recital that this consent
21-16 was secured. The limited-liability company shall pay to the
21-17 Secretary of State the fee required to establish a new limited-
21-18 liability company pursuant to the provisions of this chapter.
21-19 4. The filed certificate, or a copy thereof which has been
21-20 certified under the hand and seal of the Secretary of State, must be
21-21 received in all courts and places as prima facie evidence of the facts
21-22 therein stated and of the existence of the limited-liability company
21-23 therein named.
21-24 Sec. 34. NRS 87.460 is hereby amended to read as follows:
21-25 87.460 1. A certificate of registration of a registered limited-
21-26 liability partnership may be amended by filing with the Secretary of
21-27 State a certificate of amendment. The certificate of amendment must
21-28 set forth:
21-29 (a) The name of the registered limited-liability partnership;
21-30 (b) The dates on which the registered limited-liability
21-31 partnership filed its original certificate of registration and any other
21-32 certificates of amendment; and
21-33 (c) The change to the information contained in the original
21-34 certificate of registration or any other certificates of amendment.
21-35 2. The certificate of amendment must be:
21-36 (a) Signed by a managing partner of the registered limited-
21-37 liability partnership; and
21-38 (b) Accompanied by a fee of [$150.] $175.
21-39 Sec. 35. NRS 87.470 is hereby amended to read as follows:
21-40 87.470 The registration of a registered limited-liability
21-41 partnership is effective until:
21-42 1. Its certificate of registration is revoked pursuant to NRS
21-43 87.520; or
21-44 2. The registered limited-liability partnership files with the
21-45 Secretary of State a written notice of withdrawal executed by a
22-1 managing partner. The notice must be accompanied by a fee of
22-2 [$60.] $75.
22-3 Sec. 36. NRS 87.490 is hereby amended to read as follows:
22-4 87.490 1. If a registered limited-liability partnership wishes
22-5 to change the location of its principal office in this state or its
22-6 resident agent, it shall first file with the Secretary of State a
22-7 certificate of change that sets forth:
22-8 (a) The name of the registered limited-liability partnership;
22-9 (b) The street address of its principal office;
22-10 (c) If the location of its principal office will be changed, the
22-11 street address of its new principal office;
22-12 (d) The name of its resident agent; and
22-13 (e) If its resident agent will be changed, the name of its new
22-14 resident agent.
22-15 The certificate of acceptance of its new resident agent must
22-16 accompany the certificate of change. For the purposes of this
22-17 subsection, if the resident agent is a corporation, limited-liability
22-18 company, limited-liability partnership, limited partnership,
22-19 limited-liability limited partnership or business trust and the name
22-20 of the resident agent is changed as a result of a merger,
22-21 conversion, exchange, sale, reorganization or amendment, the
22-22 registered limited-liability partnership is not required to file a
22-23 certificate of change.
22-24 2. A certificate of change filed pursuant to this section must be:
22-25 (a) Signed by a managing partner of the registered limited-
22-26 liability partnership; and
22-27 (b) Accompanied by a fee of [$30.] $60.
22-28 Sec. 37. NRS 87.510 is hereby amended to read as follows:
22-29 87.510 1. A registered limited-liability partnership shall, on
22-30 or before the first day of the second month after the filing of its
22-31 certificate of registration with the Secretary of State, and annually
22-32 thereafter on or before the last day of the month in which the
22-33 anniversary date of the filing of its certificate of registration with the
22-34 Secretary of State occurs, file with the Secretary of State, on a form
22-35 furnished by him, a list that contains:
22-36 (a) The name of the registered limited-liability partnership;
22-37 (b) The file number of the registered limited-liability
22-38 partnership, if known;
22-39 (c) The names of all of its managing partners;
22-40 (d) The mailing or street address, either residence or business, of
22-41 each managing partner;
22-42 (e) The name and street address of the lawfully designated
22-43 resident agent of the registered limited-liability partnership; and
23-1 (f) The signature of a managing partner of the registered limited-
23-2 liability partnership certifying that the list is true, complete and
23-3 accurate.
23-4 Each list filed pursuant to this subsection must be accompanied by a
23-5 declaration under penalty of perjury that the registered limited-
23-6 liability partnership has complied with the provisions of chapter
23-7 364A of NRS.
23-8 2. Upon filing:
23-9 (a) The initial list required by subsection 1, the registered
23-10 limited-liability partnership shall pay to the Secretary of State a fee
23-11 of [$165.] $125.
23-12 (b) Each annual list required by subsection 1, the registered
23-13 limited-liability partnership shall pay to the Secretary of State a fee
23-14 of [$85.] $125.
23-15 3. The Secretary of State shall, at least 60 days before the last
23-16 day for filing each annual list required by subsection 1, cause to be
23-17 mailed to the registered limited-liability partnership a notice of the
23-18 fee due pursuant to subsection 2 and a reminder to file the annual
23-19 list required by subsection 1. The failure of any registered limited-
23-20 liability partnership to receive a notice or form does not excuse it
23-21 from complying with the provisions of this section.
23-22 4. If the list to be filed pursuant to the provisions of subsection
23-23 1 is defective, or the fee required by subsection 2 is not paid, the
23-24 Secretary of State may return the list for correction or payment.
23-25 5. An annual list that is filed by a registered limited-liability
23-26 partnership which is not in default more than 60 days before it is due
23-27 shall be deemed an amended list for the previous year and does not
23-28 satisfy the requirements of subsection 1 for the year to which the
23-29 due date is applicable.
23-30 Sec. 38. NRS 87.520 is hereby amended to read as follows:
23-31 87.520 1. A registered limited-liability partnership that fails
23-32 to comply with the provisions of NRS 87.510 is in default.
23-33 2. Any registered limited-liability partnership that is in default
23-34 pursuant to subsection 1 must, in addition to the fee required to be
23-35 paid pursuant to NRS 87.510, pay a penalty of [$50.] $75.
23-36 3. On or before the 15th day of the third month after the month
23-37 in which the fee required to be paid pursuant to NRS 87.510 is due,
23-38 the Secretary of State shall notify, by certified mail, the resident
23-39 agent of any registered limited-liability partnership that is in default.
23-40 The notice must include the amount of any payment that is due from
23-41 the registered limited-liability partnership.
23-42 4. If a registered limited-liability partnership fails to pay the
23-43 amount that is due, the certificate of registration of the registered
23-44 limited-liability partnership shall be deemed revoked on the first day
23-45 of the ninth month after the month in which the fee required to be
24-1 paid pursuant to NRS 87.510 was due. The Secretary of State shall
24-2 notify a registered limited-liability partnership, by certified mail,
24-3 addressed to its resident agent or, if the registered limited-liability
24-4 partnership does not have a resident agent, to a managing partner,
24-5 that its certificate of registration is revoked and the amount of any
24-6 fees and penalties that are due.
24-7 Sec. 39. NRS 87.530 is hereby amended to read as follows:
24-8 87.530 1. Except as otherwise provided in subsection 3, the
24-9 Secretary of State shall reinstate the certificate of registration of a
24-10 registered limited-liability partnership that is revoked pursuant to
24-11 NRS 87.520 if the registered limited-liability partnership:
24-12 (a) Files with the Secretary of State [the] :
24-13 (1) The information required by NRS 87.510; and
24-14 (2) A certificate of acceptance of appointment signed by its
24-15 resident agent; and
24-16 (b) Pays to the Secretary of State:
24-17 (1) The fee required to be paid by [that section;]
24-18 NRS 87.510;
24-19 (2) Any penalty required to be paid pursuant to NRS 87.520;
24-20 and
24-21 (3) A reinstatement fee of [$200.] $300.
24-22 2. Upon reinstatement of a certificate of registration pursuant
24-23 to this section, the Secretary of State shall:
24-24 (a) Deliver to the registered limited-liability partnership a
24-25 certificate of reinstatement authorizing it to transact business
24-26 retroactively from the date the fee required by NRS 87.510 was due;
24-27 and
24-28 (b) Upon request, issue to the registered limited-liability
24-29 partnership one or more certified copies of the certificate of
24-30 reinstatement.
24-31 3. The Secretary of State shall not reinstate the certificate of
24-32 registration of a registered limited-liability partnership if the
24-33 certificate was revoked pursuant to NRS 87.520 at least 5 years
24-34 before the date of the proposed reinstatement.
24-35 Sec. 40. NRS 87.547 is hereby amended to read as follows:
24-36 87.547 1. A limited-liability partnership may correct a
24-37 document filed by the Secretary of State with respect to the limited-
24-38 liability partnership if the document contains an inaccurate record of
24-39 a partnership action described in the document or was defectively
24-40 executed, attested, sealed, verified or acknowledged.
24-41 2. To correct a document, the limited-liability partnership
24-42 must:
24-43 (a) Prepare a certificate of correction that:
24-44 (1) States the name of the limited-liability partnership;
25-1 (2) Describes the document, including, without limitation, its
25-2 filing date;
25-3 (3) Specifies the inaccuracy or defect;
25-4 (4) Sets forth the inaccurate or defective portion of the
25-5 document in an accurate or corrected form; and
25-6 (5) Is signed by a managing partner of the limited-liability
25-7 partnership.
25-8 (b) Deliver the certificate to the Secretary of State for filing.
25-9 (c) Pay a filing fee of [$150] $175 to the Secretary of State.
25-10 3. A certificate of correction is effective on the effective date
25-11 of the document it corrects except as to persons relying on the
25-12 uncorrected document and adversely affected by the correction. As
25-13 to those persons, the certificate is effective when filed.
25-14 Sec. 41. NRS 87.550 is hereby amended to read as follows:
25-15 87.550 In addition to any other fees required by NRS 87.440 to
25-16 87.540, inclusive, and 87.560, the Secretary of State shall charge
25-17 and collect the following fees for services rendered pursuant to
25-18 those sections:
25-19 1. For certifying documents required by NRS 87.440 to 87.540,
25-20 inclusive, and 87.560, [$20] $30 per certification.
25-21 2. For executing a certificate verifying the existence of a
25-22 registered limited-liability partnership, if the registered limited-
25-23 liability partnership has not filed a certificate of amendment, [$40.]
25-24 $50.
25-25 3. For executing a certificate verifying the existence of a
25-26 registered limited-liability partnership, if the registered limited-
25-27 liability partnership has filed a certificate of amendment, [$40.] $50.
25-28 4. For executing, certifying or filing any certificate or
25-29 document not required by NRS 87.440 to 87.540, inclusive, and
25-30 87.560, [$40.] $50.
25-31 5. For any copies made by the Office of the Secretary of State,
25-32 [$1] $2 per page.
25-33 6. For examining and provisionally approving any document
25-34 before the document is presented for filing, [$100.] $125.
25-35 Sec. 42. Chapter 88 of NRS is hereby amended by adding
25-36 thereto the provisions set forth as sections 43 to 50, inclusive, of this
25-37 act.
25-38 Sec. 43. 1. To become a registered limited-liability limited
25-39 partnership, a limited partnership shall file with the Secretary of
25-40 State a certificate of registration stating each of the following:
25-41 (a) The name of the limited partnership.
25-42 (b) The street address of its principal office.
25-43 (c) The name of the person designated as the resident agent of
25-44 the limited partnership, the street address of the resident agent
25-45 where process may be served upon the partnership and the mailing
26-1 address of the resident agent if it is different from his street
26-2 address.
26-3 (d) The name and business address of each organizer
26-4 executing the certificate.
26-5 (e) The name and business address of each initial general
26-6 partner.
26-7 (f) A brief statement of the professional service rendered by the
26-8 limited partnership.
26-9 (g) That the limited partnership thereafter will be a registered
26-10 limited-liability limited partnership.
26-11 (h) Any other information that the limited partnership wishes
26-12 to include.
26-13 2. The certificate of registration must be executed by the vote
26-14 necessary to amend the partnership agreement or, in the case of a
26-15 partnership agreement that expressly considers contribution
26-16 obligations, the vote necessary to amend those provisions.
26-17 3. The Secretary of State shall register as a registered limited-
26-18 liability limited partnership any limited partnership that submits a
26-19 completed certificate of registration with the required fee.
26-20 4. The registration of a registered limited-liability limited
26-21 partnership is effective at the time of the filing of the certificate of
26-22 registration.
26-23 Sec. 44. 1. The name proposed for a registered limited-
26-24 liability limited partnership must contain the words “Limited-
26-25 Liability Limited Partnership” or “Registered Limited-Liability
26-26 Limited Partnership” or the abbreviation “L.L.L.P.” or “LLLP”
26-27 as the last words or letters of the name and must be
26-28 distinguishable on the records of the Secretary of State from the
26-29 names of all other artificial persons formed, organized, registered
26-30 or qualified pursuant to the provisions of this title that are on file
26-31 in the Office of the Secretary of State and all names that are
26-32 reserved in the Office of the Secretary of State pursuant to the
26-33 provisions of this title. If the name of the registered limited-
26-34 liability limited partnership on a certificate of registration of
26-35 limited-liability limited partnership submitted to the Secretary of
26-36 State is not distinguishable from any name on file or reserved
26-37 name, the Secretary of State shall return the certificate to the
26-38 person who signed it, unless the written, acknowledged consent to
26-39 the same name of the holder of the name on file or reserved name
26-40 to use the name accompanies the certificate.
26-41 2. For the purposes of this section, a proposed name is not
26-42 distinguishable from a name on file or reserved name solely
26-43 because one or the other contains distinctive lettering, a distinctive
26-44 mark, a trademark or a trade name, or any combination of these.
27-1 3. The name of a registered limited-liability limited
27-2 partnership whose right to transact business has been forfeited,
27-3 which has merged and is not the surviving entity or whose
27-4 existence has otherwise terminated is available for use by any
27-5 other artificial person.
27-6 4. The Secretary of State may adopt regulations that interpret
27-7 the requirements of this section.
27-8 Sec. 45. The registration of a registered limited-liability
27-9 limited partnership is effective until:
27-10 1. Its certificate of registration is revoked pursuant to NRS
27-11 88.405; or
27-12 2. The registered limited-liability limited partnership files
27-13 with the Secretary of State a written notice of withdrawal executed
27-14 by a general partner. The notice must be accompanied by a fee of
27-15 $60.
27-16 Sec. 46. The status of a limited partnership as a registered
27-17 limited-liability limited partnership, and the liability of its
27-18 partners, are not affected by errors in the information contained
27-19 in a certificate of registration or an annual list required to be filed
27-20 with the Secretary of State, or by changes after the filing of such a
27-21 certificate or list in the information contained in the certificate or
27-22 list.
27-23 Sec. 47. 1. Notwithstanding any provision in a partnership
27-24 agreement that may have existed before a limited partnership
27-25 became a registered limited-liability limited partnership pursuant
27-26 to section 43 of this act, if a registered limited-liability limited
27-27 partnership incurs a debt or liability:
27-28 (a) The debt or liability is solely the responsibility of the
27-29 registered limited-liability limited partnership; and
27-30 (b) A partner of a registered limited-liability limited
27-31 partnership is not individually liable for the debt or liability by way
27-32 of acting as a partner.
27-33 2. For purposes of this section, the failure of a registered
27-34 limited-liability limited partnership to observe the formalities or
27-35 requirements relating to the management of the registered limited-
27-36 liability limited partnership, in and of itself, is not sufficient to
27-37 establish grounds for imposing personal liability on a partner for a
27-38 debt or liability of the registered limited-liability limited
27-39 partnership.
27-40 Sec. 48. 1. Except as otherwise provided by specific statute,
27-41 no partner of a registered limited-liability limited partnership is
27-42 individually liable for a debt or liability of the registered limited-
27-43 liability limited partnership, unless the partner acts as the alter
27-44 ego of the registered limited-liability limited partnership.
28-1 2. A partner acts as the alter ego of a registered limited-
28-2 liability limited partnership if:
28-3 (a) The registered limited-liability limited partnership is
28-4 influenced and governed by the partner;
28-5 (b) There is such unity of interest and ownership that the
28-6 registered limited-liability limited partnership and the partner are
28-7 inseparable from each other; and
28-8 (c) Adherence to the fiction of a separate entity would sanction
28-9 fraud or promote a manifest injustice.
28-10 3. The question of whether a partner acts as the alter ego of a
28-11 registered limited-liability limited partnership must be determined
28-12 by the court as a matter of law.
28-13 Sec. 49. To the extent permitted by the law of that
28-14 jurisdiction:
28-15 1. A limited partnership, including a registered limited-
28-16 liability limited partnership, formed and existing under this
28-17 chapter, may conduct its business, carry on its operations, and
28-18 exercise the powers granted by this chapter in any state, territory,
28-19 district or possession of the United States or in any foreign
28-20 country.
28-21 2. The internal affairs of a limited partnership, including a
28-22 registered limited-liability limited partnership, formed and existing
28-23 under this chapter, including the liability of partners for debts,
28-24 obligations and liabilities of or chargeable to the partnership, are
28-25 governed by the laws of this state.
28-26 Sec. 50. The name of a foreign registered limited-liability
28-27 limited partnership that is doing business in this state must
28-28 contain the words “Limited-Liability Limited Partnership” or
28-29 “Registered Limited-Liability Limited Partnership” or the
28-30 abbreviations “L.L.L.P.” or “LLLP,” or such other words or
28-31 abbreviations as may be required or authorized by the laws of the
28-32 other jurisdiction, as the last words or letters of the name.
28-33 Sec. 51. NRS 88.315 is hereby amended to read as follows:
28-34 88.315 As used in this chapter, unless the context otherwise
28-35 requires:
28-36 1. “Certificate of limited partnership” means the certificate
28-37 referred to in NRS 88.350, and the certificate as amended or
28-38 restated.
28-39 2. “Contribution” means any cash, property, services rendered,
28-40 or a promissory note or other binding obligation to contribute cash
28-41 or property or to perform services, which a partner contributes to a
28-42 limited partnership in his capacity as a partner.
28-43 3. “Event of withdrawal of a general partner” means an event
28-44 that causes a person to cease to be a general partner as provided in
28-45 NRS 88.450.
29-1 4. “Foreign limited partnership” means a partnership formed
29-2 under the laws of any state other than this state and having as
29-3 partners one or more general partners and one or more limited
29-4 partners.
29-5 5. “Foreign registered limited-liability limited partnership”
29-6 means a foreign limited-liability limited partnership:
29-7 (a) Formed pursuant to an agreement governed by the laws of
29-8 another state; and
29-9 (b) Registered pursuant to and complying with NRS 88.570 to
29-10 88.605, inclusive, and section 50 of this act.
29-11 6. “General partner” means a person who has been admitted to
29-12 a limited partnership as a general partner in accordance with the
29-13 partnership agreement and named in the certificate of limited
29-14 partnership as a general partner.
29-15 [6.] 7. “Limited partner” means a person who has been
29-16 admitted to a limited partnership as a limited partner in accordance
29-17 with the partnership agreement.
29-18 [7.] 8. “Limited partnership” and “domestic limited
29-19 partnership” mean a partnership formed by two or more persons
29-20 under the laws of this state and having one or more general partners
29-21 and one or more limited partners.
29-22 [8.] 9. “Partner” means a limited or general partner.
29-23 [9.] 10. “Partnership agreement” means any valid agreement,
29-24 written or oral, of the partners as to the affairs of a limited
29-25 partnership and the conduct of its business.
29-26 [10.] 11. “Partnership interest” means a partner’s share of the
29-27 profits and losses of a limited partnership and the right to receive
29-28 distributions of partnership assets.
29-29 [11.] 12. “Registered limited-liability limited partnership”
29-30 means a limited partnership:
29-31 (a) Formed pursuant to an agreement governed by this
29-32 chapter; and
29-33 (b) Registered pursuant to and complying with NRS 88.350 to
29-34 88.415, inclusive, and sections 43, 44 and 45 of this act.
29-35 13. “Registered office” means the office maintained at the
29-36 street address of the resident agent.
29-37 [12.] 14. “Resident agent” means the agent appointed by the
29-38 limited partnership upon whom process or a notice or demand
29-39 authorized by law to be served upon the limited partnership may be
29-40 served.
29-41 [13.] 15. “Sign” means to affix a signature to a document.
29-42 [14.] 16. “Signature” means a name, word or mark executed or
29-43 adopted by a person with the present intention to authenticate a
29-44 document. The term includes, without limitation, an electronic
29-45 signature as defined in NRS 719.100.
30-1 [15.] 17. “State” means a state, territory or possession of the
30-2 United States, the District of Columbia or the Commonwealth of
30-3 Puerto Rico.
30-4 [16.] 18. “Street address” of a resident agent means the actual
30-5 physical location in this state at which a resident is available for
30-6 service of process.
30-7 Sec. 52. NRS 88.320 is hereby amended to read as follows:
30-8 88.320 1. [The] Except as otherwise provided in section 44
30-9 of this act, the name proposed for a limited partnership as set forth
30-10 in its certificate of limited partnership:
30-11 (a) Must contain the words “limited partnership,” or the
30-12 abbreviation “LP” or “L.P.” ;
30-13 (b) May not contain the name of a limited partner unless:
30-14 (1) It is also the name of a general partner or the corporate
30-15 name of a corporate general partner; or
30-16 (2) The business of the limited partnership had been carried
30-17 on under that name before the admission of that limited partner; and
30-18 (c) Must be distinguishable on the records of the Secretary of
30-19 State from the names of all other artificial persons formed,
30-20 organized, registered or qualified pursuant to the provisions of this
30-21 title that are on file in the Office of the Secretary of State and all
30-22 names that are reserved in the Office of the Secretary of State
30-23 pursuant to the provisions of this title. If the name on the certificate
30-24 of limited partnership submitted to the Secretary of State is not
30-25 distinguishable from any name on file or reserved name, the
30-26 Secretary of State shall return the certificate to the filer, unless
30-27 the written, acknowledged consent to the use of the same or the
30-28 requested similar name of the holder of the name on file or reserved
30-29 name accompanies the certificate of limited partnership.
30-30 2. For the purposes of this section, a proposed name is not
30-31 distinguished from a name on file or reserved name solely because
30-32 one or the other contains distinctive lettering, a distinctive mark, a
30-33 trademark or a trade name, or any combination of these.
30-34 3. The name of a limited partnership whose right to transact
30-35 business has been forfeited, which has merged and is not the
30-36 surviving entity or whose existence has otherwise terminated is
30-37 available for use by any other artificial person.
30-38 4. The Secretary of State may adopt regulations that interpret
30-39 the requirements of this section.
30-40 Sec. 53. NRS 88.331 is hereby amended to read as follows:
30-41 88.331 1. If a limited partnership created pursuant to this
30-42 chapter desires to change its resident agent, the change may be
30-43 effected by filing with the Secretary of State a certificate of change,
30-44 signed by a general partner, which sets forth:
30-45 (a) The name of the limited partnership;
31-1 (b) The name and street address of its present resident agent; and
31-2 (c) The name and street address of the new resident agent.
31-3 2. The new resident agent’s certificate of acceptance must be a
31-4 part of or attached to the certificate of change.
31-5 3. For the purposes of this section, if the resident agent is a
31-6 corporation, limited-liability company, limited-liability
31-7 partnership, limited partnership, limited-liability limited
31-8 partnership or business trust and the name of the resident agent is
31-9 changed as a result of a merger, conversion, exchange, sale,
31-10 reorganization or amendment, the limited partnership is not
31-11 required to file a certificate of change.
31-12 4. The change authorized by this section becomes effective
31-13 upon the filing of the certificate of change.
31-14 Sec. 54. NRS 88.335 is hereby amended to read as follows:
31-15 88.335 1. A limited partnership shall keep at the office
31-16 referred to in paragraph (a) of subsection 1 of NRS 88.330 the
31-17 following:
31-18 (a) A current list of the full name and last known business
31-19 address of each partner , separately identifying the general partners
31-20 in alphabetical order and the limited partners in alphabetical order;
31-21 (b) A copy of the certificate of limited partnership and all
31-22 certificates of amendment thereto, together with executed copies of
31-23 any powers of attorney pursuant to which any certificate has been
31-24 executed;
31-25 (c) Copies of the limited partnership’s federal, state, and local
31-26 income tax returns and reports, if any, for the 3 most recent years;
31-27 (d) Copies of any then effective written partnership agreements
31-28 [and] ;
31-29 (e) Copies of any financial statements of the limited partnership
31-30 for the 3 most recent years; and
31-31 [(e)] (f) Unless contained in a written partnership agreement, a
31-32 writing setting out:
31-33 (1) The amount of cash and a description and statement of
31-34 the agreed value of the other property or services contributed by
31-35 each partner and which each partner has agreed to contribute;
31-36 (2) The times at which or events on the happening of which
31-37 any additional contributions agreed to be made by each partner are
31-38 to be made;
31-39 (3) Any right of a partner to receive, or of a general partner
31-40 to make, distributions to a partner which include a return of all or
31-41 any part of the partner’s contribution; and
31-42 (4) Any events upon the happening of which the limited
31-43 partnership is to be dissolved and its affairs wound up.
31-44 2. In lieu of keeping at an office in this state the information
31-45 required in paragraphs (a), (c), (e) and (f) of subsection 1, the
32-1 limited partnership may keep a statement with the resident agent
32-2 setting out the name of the custodian of the information required
32-3 in paragraphs (a), (c), (e) and (f) of subsection 1, and the present
32-4 and complete post office address, including street and number, if
32-5 any, where the information required in paragraphs (a), (c), (e) and
32-6 (f) of subsection 1 is kept.
32-7 3. Records kept pursuant to this section are subject to
32-8 inspection and copying at the reasonable request, and at the expense,
32-9 of any partner during ordinary business hours.
32-10 Sec. 55. NRS 88.339 is hereby amended to read as follows:
32-11 88.339 1. A limited partnership may correct a document filed
32-12 by the Secretary of State with respect to the limited partnership if
32-13 the document contains an inaccurate record of a partnership action
32-14 described in the document or was defectively executed, attested,
32-15 sealed, verified or acknowledged.
32-16 2. To correct a document, the limited partnership must:
32-17 (a) Prepare a certificate of correction that:
32-18 (1) States the name of the limited partnership;
32-19 (2) Describes the document, including, without limitation, its
32-20 filing date;
32-21 (3) Specifies the inaccuracy or defect;
32-22 (4) Sets forth the inaccurate or defective portion of the
32-23 document in an accurate or corrected form; and
32-24 (5) Is signed by a general partner of the limited partnership.
32-25 (b) Deliver the certificate to the Secretary of State for filing.
32-26 (c) Pay a filing fee of [$150] $175 to the Secretary of State.
32-27 3. A certificate of correction is effective on the effective date
32-28 of the document it corrects except as to persons relying on the
32-29 uncorrected document and adversely affected by the correction. As
32-30 to those persons, the certificate is effective when filed.
32-31 Sec. 56. NRS 88.350 is hereby amended to read as follows:
32-32 88.350 1. In order to form a limited partnership, a certificate
32-33 of limited partnership must be executed and filed in the Office of the
32-34 Secretary of State. The certificate must set forth:
32-35 (a) The name of the limited partnership;
32-36 (b) The address of the office which contains records and the
32-37 name and address of the resident agent required to be maintained by
32-38 NRS 88.330;
32-39 (c) The name and [the] business address of each [general
32-40 partner;] organizer executing the certificate;
32-41 (d) The name and business address of each initial general
32-42 partner;
32-43 (e) The latest date upon which the limited partnership is to
32-44 dissolve; and
33-1 [(e)] (f) Any other matters the [general partners] organizers
33-2 determine to include therein.
33-3 2. A certificate of acceptance of appointment of a resident
33-4 agent, executed by the agent, must be filed with the certificate of
33-5 limited partnership.
33-6 3. A limited partnership is formed at the time of the filing of
33-7 the certificate of limited partnership and the certificate of acceptance
33-8 in the Office of the Secretary of State or at any later time specified
33-9 in the certificate of limited partnership if, in either case, there has
33-10 been substantial compliance with the requirements of this section.
33-11 Sec. 57. NRS 88.395 is hereby amended to read as follows:
33-12 88.395 1. A limited partnership shall, on or before the first
33-13 day of the second month after the filing of its certificate of limited
33-14 partnership with the Secretary of State, and annually thereafter on or
33-15 before the last day of the month in which the anniversary date of the
33-16 filing of its certificate of limited partnership occurs, file with the
33-17 Secretary of State, on a form furnished by him, a list that contains:
33-18 (a) The name of the limited partnership;
33-19 (b) The file number of the limited partnership, if known;
33-20 (c) The names of all of its general partners;
33-21 (d) The mailing or street address, either residence or business, of
33-22 each general partner;
33-23 (e) The name and street address of the lawfully designated
33-24 resident agent of the limited partnership; and
33-25 (f) The signature of a general partner of the limited partnership
33-26 certifying that the list is true, complete and accurate.
33-27 Each list filed pursuant to this subsection must be accompanied by a
33-28 declaration under penalty of perjury that the limited partnership has
33-29 complied with the provisions of chapter 364A of NRS.
33-30 2. [Upon] Except as otherwise provided in subsection 3, a
33-31 limited partnership shall, upon filing:
33-32 (a) The initial list required by subsection 1, [the limited
33-33 partnership shall] pay to the Secretary of State a fee of [$165.] $125.
33-34 (b) Each annual list required by subsection 1, [the limited
33-35 partnership shall] pay to the Secretary of State a fee of [$85.] $125.
33-36 3. A registered limited-liability limited partnership shall,
33-37 upon filing:
33-38 (a) The initial list required by subsection 1, pay to the
33-39 Secretary of State a fee of $125.
33-40 (b) Each annual list required by subsection 1, pay to the
33-41 Secretary of State a fee of $175.
33-42 4. The Secretary of State shall, 60 days before the last day for
33-43 filing each annual list required by subsection 1, cause to be mailed
33-44 to each limited partnership required to comply with the provisions
33-45 of this section which has not become delinquent a notice of the fee
34-1 due pursuant to the provisions of subsection 2 or 3, as appropriate,
34-2 and a reminder to file the annual list. Failure of any limited
34-3 partnership to receive a notice or form does not excuse it from the
34-4 penalty imposed by NRS 88.400.
34-5 [4.] 5. If the list to be filed pursuant to the provisions of
34-6 subsection 1 is defective or the fee required by subsection 2 or 3 is
34-7 not paid, the Secretary of State may return the list for correction or
34-8 payment.
34-9 [5.] 6. An annual list for a limited partnership not in default
34-10 that is received by the Secretary of State more than 60 days before
34-11 its due date shall be deemed an amended list for the previous year
34-12 and does not satisfy the requirements of subsection 1 for the year to
34-13 which the due date is applicable.
34-14 [6.] 7. A filing made pursuant to this section does not satisfy
34-15 the provisions of NRS 88.355 and may not be substituted for filings
34-16 submitted pursuant to NRS 88.355.
34-17 Sec. 58. NRS 88.400 is hereby amended to read as follows:
34-18 88.400 1. If a limited partnership has filed the list in
34-19 compliance with NRS 88.395 and has paid the appropriate fee for
34-20 the filing, the canceled check received by the limited partnership
34-21 constitutes a certificate authorizing it to transact its business within
34-22 this state until the anniversary date of the filing of its certificate of
34-23 limited partnership in the next succeeding calendar year. If the
34-24 limited partnership desires a formal certificate upon its payment of
34-25 the annual fee, its payment must be accompanied by a self-
34-26 addressed, stamped envelope.
34-27 2. Each limited partnership which refuses or neglects to file the
34-28 list and pay the fee within the time provided is in default.
34-29 3. For default there must be added to the amount of the fee a
34-30 penalty of [$50,] $75, and unless the filings are made and the fee
34-31 and penalty are paid on or before the first day of the first
34-32 anniversary of the month following the month in which filing was
34-33 required, the defaulting limited partnership, by reason of its default,
34-34 forfeits its right to transact any business within this state.
34-35 Sec. 59. NRS 88.410 is hereby amended to read as follows:
34-36 88.410 1. Except as otherwise provided in subsections 3 and
34-37 4, the Secretary of State [may:
34-38 (a) Reinstate] shall reinstate any limited partnership which has
34-39 forfeited its right to transact business[; and
34-40 (b) Restore] under the provisions of this chapter and restore to
34-41 the limited partnership its right to carry on business in this state, and
34-42 to exercise its privileges and immunities[,
34-43 upon the filing] if it:
34-44 (a) Files with the Secretary of State [of the] :
35-1 (1) The list required pursuant to NRS 88.395[, and upon
35-2 payment] ; and
35-3 (2) A certificate of acceptance of appointment signed by the
35-4 resident agent; and
35-5 (b) Pays to the Secretary of State [of the] :
35-6 (1) The filing fee and penalty set forth in NRS 88.395 and
35-7 88.400 for each year or portion thereof during which the certificate
35-8 has been revoked[, and a] ; and
35-9 (2) A fee of [$200] $300 for reinstatement.
35-10 2. When payment is made and the Secretary of State reinstates
35-11 the limited partnership to its former rights, he shall:
35-12 (a) Immediately issue and deliver to the limited partnership a
35-13 certificate of reinstatement authorizing it to transact business as if
35-14 the filing fee had been paid when due; and
35-15 (b) Upon demand, issue to the limited partnership one or more
35-16 certified copies of the certificate of reinstatement.
35-17 3. The Secretary of State shall not order a reinstatement unless
35-18 all delinquent fees and penalties have been paid, and the revocation
35-19 occurred only by reason of failure to pay the fees and penalties.
35-20 4. If a limited partnership’s certificate has been revoked
35-21 pursuant to the provisions of this chapter and has remained revoked
35-22 for a period of 5 years, the certificate must not be reinstated.
35-23 Sec. 60. NRS 88.415 is hereby amended to read as follows:
35-24 88.415 The Secretary of State, for services relating to his
35-25 official duties and the records of his office, shall charge and collect
35-26 the following fees:
35-27 1. For filing a certificate of limited partnership, or for
35-28 registering a foreign limited partnership, [$175.] $75.
35-29 2. For filing a certificate of registration of limited-liability
35-30 limited partnership, or for registering a foreign registered limited-
35-31 liability limited partnership, $100.
35-32 3. For filing a certificate of amendment of limited partnership
35-33 or restated certificate of limited partnership, [$150.
35-34 3.] $175.
35-35 4. For filing a certificate of a change of location of the records
35-36 office of a limited partnership or the office of its resident agent, or a
35-37 designation of a new resident agent, [$30.
35-38 4.] $60.
35-39 5. For certifying a certificate of limited partnership, an
35-40 amendment to the certificate, or a certificate as amended where a
35-41 copy is provided, [$20] $30 per certification.
35-42 [5.] 6. For certifying an authorized printed copy of the limited
35-43 partnership law, [$20.
35-44 6.] $30.
36-1 7. For reserving a limited partnership name, or for executing,
36-2 filing or certifying any other document, [$20.
36-3 7.] $25.
36-4 8. For copies made at the Office of the Secretary of State, [$1]
36-5 $2 per page.
36-6 [8.] 9. For filing a certificate of cancelation of a limited
36-7 partnership, [$60.] $75.
36-8 Except as otherwise provided in this section, the fees set forth in
36-9 NRS 78.785 apply to this chapter.
36-10 Sec. 61. NRS 88.535 is hereby amended to read as follows:
36-11 88.535 1. On application to a court of competent jurisdiction
36-12 by any judgment creditor of a partner, the court may charge the
36-13 partnership interest of the partner with payment of the unsatisfied
36-14 amount of the judgment with interest. To the extent so charged, the
36-15 judgment creditor has only the rights of an assignee of the
36-16 partnership interest.
36-17 2. [The court may appoint a receiver of the share of the
36-18 distributions due or to become due to the judgment debtor in respect
36-19 of the partnership. The receiver has only the rights of an assignee.
36-20 The court may make all other orders, directions, accounts and
36-21 inquiries that the judgment debtor might have made or which the
36-22 circumstances of the case may require.
36-23 3. A charging order constitutes a lien on the partnership
36-24 interest of the judgment debtor. The court may order a foreclosure
36-25 of the partnership interest subject to the charging order at any time.
36-26 The purchaser at the foreclosure sale has only the rights of an
36-27 assignee.
36-28 4. Unless otherwise provided in the articles of organization or
36-29 operating agreement, at any time before foreclosure, a partnership
36-30 interest charged may be redeemed:
36-31 (a) By the judgment debtor;
36-32 (b) With property other than property of the limited partnership,
36-33 by one or more of the other partners; or
36-34 (c) By the limited partnership with the consent of all of the
36-35 partners whose interests are not so charged.
36-36 5.] This section [provides] :
36-37 (a) Provides the exclusive remedy by which a judgment creditor
36-38 of a partner or an assignee of a partner may satisfy a judgment out
36-39 of the partnership interest of the judgment debtor.
36-40 [6. No creditor of a partner has any right to obtain possession
36-41 of, or otherwise exercise legal or equitable remedies with respect to,
36-42 the property of the limited partnership.
36-43 7. This section does]
36-44 (b) Does not deprive any partner of the benefit of any exemption
36-45 laws applicable to his partnership interest.
37-1 Sec. 62. NRS 88.585 is hereby amended to read as follows:
37-2 88.585 [A] Except as otherwise provided in section 50 of this
37-3 act, a foreign limited partnership may register with the Secretary of
37-4 State under any name, whether or not it is the name under which it is
37-5 registered in its state of organization, that includes without
37-6 abbreviation the words “limited partnership” and that could be
37-7 registered by a domestic limited partnership.
37-8 Sec. 63. NRS 88A.540 is hereby amended to read as follows:
37-9 88A.540 1. If a business trust formed pursuant to this chapter
37-10 desires to change its resident agent, the change may be effected by
37-11 filing with the Secretary of State a certificate of change, signed by at
37-12 least one trustee of the business trust, setting forth:
37-13 (a) The name of the business trust;
37-14 (b) The name and street address of the present resident agent;
37-15 and
37-16 (c) The name and street address of the new resident agent.
37-17 2. A certificate of acceptance executed by the new resident
37-18 agent must be a part of or attached to the certificate of change.
37-19 3. For the purposes of this section, if the resident agent is a
37-20 corporation, limited-liability company, limited-liability
37-21 partnership, limited partnership, limited-liability limited
37-22 partnership or business trust and the name of the resident agent is
37-23 changed as a result of a merger, conversion, exchange, sale,
37-24 reorganization or amendment, the business trust is not required to
37-25 file a certificate of change.
37-26 4. The change authorized by this section becomes effective
37-27 upon the filing of the certificate of change.
37-28 Sec. 64. NRS 88A.600 is hereby amended to read as follows:
37-29 88A.600 1. A business trust formed pursuant to this chapter
37-30 shall, on or before the first day of the second month after the filing
37-31 of its certificate of trust with the Secretary of State, and annually
37-32 thereafter on or before the last day of the month in which the
37-33 anniversary date of the filing of its certificate of trust with the
37-34 Secretary of State occurs, file with the Secretary of State, on a form
37-35 furnished by him, a list signed by at least one trustee that contains
37-36 the name and mailing address of its lawfully designated resident
37-37 agent and at least one trustee. Each list filed pursuant to this
37-38 subsection must be accompanied by a declaration under penalty of
37-39 perjury that the business trust has complied with the provisions of
37-40 chapter 364A of NRS.
37-41 2. Upon filing:
37-42 (a) The initial list required by subsection 1, the business trust
37-43 shall pay to the Secretary of State a fee of [$165.] $125.
37-44 (b) Each annual list required by subsection 1, the business trust
37-45 shall pay to the Secretary of State a fee of [$85.] $125.
38-1 3. The Secretary of State shall, 60 days before the last day for
38-2 filing each annual list required by subsection 1, cause to be mailed
38-3 to each business trust which is required to comply with the
38-4 provisions of NRS 88A.600 to 88A.660, inclusive, and which has
38-5 not become delinquent, the blank forms to be completed and filed
38-6 with him. Failure of a business trust to receive the forms does not
38-7 excuse it from the penalty imposed by law.
38-8 4. An annual list for a business trust not in default which is
38-9 received by the Secretary of State more than 60 days before its due
38-10 date shall be deemed an amended list for the previous year.
38-11 Sec. 65. NRS 88A.630 is hereby amended to read as follows:
38-12 88A.630 1. Each business trust required to file the list and
38-13 pay the fee prescribed in NRS 88A.600 to 88A.660, inclusive,
38-14 which refuses or neglects to do so within the time provided shall be
38-15 deemed in default.
38-16 2. For default, there must be added to the amount of the fee a
38-17 penalty of [$50.] $75. The fee and penalty must be collected as
38-18 provided in this chapter.
38-19 Sec. 66. NRS 88A.650 is hereby amended to read as follows:
38-20 88A.650 1. Except as otherwise provided in subsection 3, the
38-21 Secretary of State shall reinstate a business trust which has forfeited
38-22 its right to transact business pursuant to the provisions of this
38-23 chapter and restore to the business trust its right to carry on business
38-24 in this state, and to exercise its privileges and immunities, if it:
38-25 (a) Files with the Secretary of State [the] :
38-26 (1) The list required by NRS 88A.600; and
38-27 (2) A certificate of acceptance of appointment signed by its
38-28 resident agent; and
38-29 (b) Pays to the Secretary of State:
38-30 (1) The filing fee and penalty set forth in NRS 88A.600 and
38-31 88A.630 for each year or portion thereof during which its certificate
38-32 of trust was revoked; and
38-33 (2) A fee of [$200] $300 for reinstatement.
38-34 2. When the Secretary of State reinstates the business trust, he
38-35 shall:
38-36 (a) Immediately issue and deliver to the business trust a
38-37 certificate of reinstatement authorizing it to transact business as if
38-38 the filing fee had been paid when due; and
38-39 (b) Upon demand, issue to the business trust one or more
38-40 certified copies of the certificate of reinstatement.
38-41 3. The Secretary of State shall not order a reinstatement unless
38-42 all delinquent fees and penalties have been paid, and the revocation
38-43 of the certificate of trust occurred only by reason of the failure to
38-44 file the list or pay the fees and penalties.
39-1 Sec. 67. NRS 88A.900 is hereby amended to read as follows:
39-2 88A.900 The Secretary of State shall charge and collect the
39-3 following fees for:
39-4 1. Filing an original certificate of trust, or for registering a
39-5 foreign business trust, [$175.] $75.
39-6 2. Filing an amendment or restatement, or a combination
39-7 thereof, to a certificate of trust, [$150.] $175.
39-8 3. Filing a certificate of cancelation, [$175.] $75.
39-9 4. Certifying a copy of a certificate of trust or an amendment or
39-10 restatement, or a combination thereof, [$20] $30 per certification.
39-11 5. Certifying an authorized printed copy of this chapter, [$20.]
39-12 $30.
39-13 6. Reserving a name for a business trust, [$20.] $25.
39-14 7. Executing a certificate of existence of a business trust which
39-15 does not list the previous documents relating to it, or a certificate of
39-16 change in the name of a business trust, [$40.] $50.
39-17 8. Executing a certificate of existence of a business trust which
39-18 lists the previous documents relating to it, [$40.
39-19 9. Filing a statement of change of address of the registered
39-20 office for each business trust, $30.
39-21 10.] $50.
39-22 9. Filing a statement of change of the [registered agent, $30.
39-23 11.] resident agent, $60.
39-24 10. Executing, certifying or filing any certificate or document
39-25 not otherwise provided for in this section, [$40.
39-26 12.] $50.
39-27 11. Examining and provisionally approving a document before
39-28 the document is presented for filing, [$100.
39-29 13.] $125.
39-30 12. Copying a document on file with him, for each page, [$1.]
39-31 $2.
39-32 Sec. 68. NRS 88A.930 is hereby amended to read as follows:
39-33 88A.930 1. A business trust may correct a document filed by
39-34 the Secretary of State with respect to the business trust if the
39-35 document contains an inaccurate record of a trust action described in
39-36 the document or was defectively executed, attested, sealed, verified
39-37 or acknowledged.
39-38 2. To correct a document, the business trust must:
39-39 (a) Prepare a certificate of correction that:
39-40 (1) States the name of the business trust;
39-41 (2) Describes the document, including, without limitation, its
39-42 filing date;
39-43 (3) Specifies the inaccuracy or defect;
39-44 (4) Sets forth the inaccurate or defective portion of the
39-45 document in an accurate or corrected form; and
40-1 (5) Is signed by a trustee of the business trust.
40-2 (b) Deliver the certificate to the Secretary of State for filing.
40-3 (c) Pay a filing fee of [$150] $175 to the Secretary of State.
40-4 3. A certificate of correction is effective on the effective date
40-5 of the document it corrects except as to persons relying on the
40-6 uncorrected document and adversely affected by the correction. As
40-7 to those persons, the certificate is effective when filed.
40-8 Sec. 69. NRS 89.210 is hereby amended to read as follows:
40-9 89.210 1. Within 30 days after the organization of a
40-10 professional association under this chapter, the association shall file
40-11 with the Secretary of State a copy of the articles of association, duly
40-12 executed, and shall pay at that time a filing fee of [$175.Any such
40-13 association formed as a common-law association before July 1,
40-14 1969, shall file, within 30 days after July 1, 1969, a certified copy of
40-15 its articles of association, with any amendments thereto, with the
40-16 Secretary of State, and shall pay at that time a filing fee of $25.]
40-17 $75. A copy of any amendments to the articles of association
40-18 [adopted after July 1, 1969,] must also be filed with the Secretary of
40-19 State within 30 days after the adoption of such amendments. Each
40-20 copy of amendments so filed must be certified as true and correct
40-21 and be accompanied by a filing fee of [$150.] $175.
40-22 2. The name of such a professional association must contain
40-23 the words “Professional Association,” “Professional Organization”
40-24 or the abbreviations “Prof. Ass’n” or “Prof. Org.” The association
40-25 may render professional services and exercise its authorized powers
40-26 under a fictitious name if the association has first registered the
40-27 name in the manner required under chapter 602 of NRS.
40-28 Sec. 70. NRS 89.250 is hereby amended to read as follows:
40-29 89.250 1. Except as otherwise provided in subsection 2, a
40-30 professional association shall, on or before the first day of the
40-31 second month after the filing of its articles of association with the
40-32 Secretary of State, and annually thereafter on or before the last day
40-33 of the month in which the anniversary date of its organization occurs
40-34 in each year, furnish a statement to the Secretary of State showing
40-35 the names and residence addresses of all members and employees in
40-36 the association and certifying that all members and employees are
40-37 licensed to render professional service in this state.
40-38 2. A professional association organized and practicing pursuant
40-39 to the provisions of this chapter and NRS 623.349 shall, on or
40-40 before the first day of the second month after the filing of its articles
40-41 of association with the Secretary of State, and annually thereafter on
40-42 or before the last day of the month in which the anniversary date of
40-43 its organization occurs in each year, furnish a statement to the
40-44 Secretary of State:
41-1 (a) Showing the names and residence addresses of all members
41-2 and employees of the association who are licensed or otherwise
41-3 authorized by law to render professional service in this state;
41-4 (b) Certifying that all members and employees who render
41-5 professional service are licensed or otherwise authorized by law to
41-6 render professional service in this state; and
41-7 (c) Certifying that all members who are not licensed to render
41-8 professional service in this state do not render professional service
41-9 on behalf of the association except as authorized by law.
41-10 3. Each statement filed pursuant to this section must be:
41-11 (a) Made on a form prescribed by the Secretary of State and
41-12 must not contain any fiscal or other information except that
41-13 expressly called for by this section.
41-14 (b) Signed by the chief executive officer of the association.
41-15 (c) Accompanied by a declaration under penalty of perjury that
41-16 the professional association has complied with the provisions of
41-17 chapter 364A of NRS.
41-18 4. Upon filing:
41-19 (a) The initial statement required by this section, the association
41-20 shall pay to the Secretary of State a fee of [$165.] $125.
41-21 (b) Each annual statement required by this section, the
41-22 association shall pay to the Secretary of State a fee of [$85.] $125.
41-23 5. As used in this section, “signed” means to have executed or
41-24 adopted a name, word or mark, including, without limitation, an
41-25 electronic signature as defined in NRS 719.100, with the present
41-26 intention to authenticate a document.
41-27 Sec. 71. NRS 89.252 is hereby amended to read as follows:
41-28 89.252 1. Each professional association that is required to
41-29 make a filing and pay the fee prescribed in NRS 89.250 but refuses
41-30 to do so within the time provided is in default.
41-31 2. For default, there must be added to the amount of the fee a
41-32 penalty of [$50.] $75. The fee and penalty must be collected as
41-33 provided in this chapter.
41-34 Sec. 72. NRS 89.256 is hereby amended to read as follows:
41-35 89.256 1. Except as otherwise provided in subsections 3 and
41-36 4, the Secretary of State shall reinstate any professional association
41-37 which has forfeited its right to transact business under the provisions
41-38 of this chapter and restore the right to carry on business in this state
41-39 and exercise its privileges and immunities if it:
41-40 (a) Files with the Secretary of State [the] :
41-41 (1) The statement and certification required by NRS 89.250;
41-42 and
41-43 (2) A certificate of acceptance of appointment signed by its
41-44 resident agent; and
41-45 (b) Pays to the Secretary of State:
42-1 (1) The filing fee and penalty set forth in NRS 89.250 and
42-2 89.252 for each year or portion thereof during which the articles of
42-3 association have been revoked; and
42-4 (2) A fee of [$200] $300 for reinstatement.
42-5 2. When the Secretary of State reinstates the association to its
42-6 former rights, he shall:
42-7 (a) Immediately issue and deliver to the association a certificate
42-8 of reinstatement authorizing it to transact business, as if the fees had
42-9 been paid when due; and
42-10 (b) Upon demand, issue to the association a certified copy of the
42-11 certificate of reinstatement.
42-12 3. The Secretary of State shall not order a reinstatement unless
42-13 all delinquent fees and penalties have been paid, and the revocation
42-14 of the [association’s] articles of association occurred only by reason
42-15 of [its] the failure to pay the fees and penalties.
42-16 4. If the articles of association of a professional association
42-17 have been revoked pursuant to the provisions of this chapter and
42-18 have remained revoked for 10 consecutive years, the articles must
42-19 not be reinstated.
42-20 Sec. 73. NRS 92A.190 is hereby amended to read as follows:
42-21 92A.190 1. One or more foreign entities may merge or enter
42-22 into an exchange of owner’s interests with one or more domestic
42-23 entities if:
42-24 (a) In a merger, the merger is permitted by the law of the
42-25 jurisdiction under whose law each foreign entity is organized and
42-26 governed and each foreign entity complies with that law in effecting
42-27 the merger;
42-28 (b) In an exchange, the entity whose owner’s interests will be
42-29 acquired is a domestic entity, whether or not an exchange of
42-30 owner’s interests is permitted by the law of the jurisdiction under
42-31 whose law the acquiring entity is organized;
42-32 (c) The foreign entity complies with NRS 92A.200 to 92A.240,
42-33 inclusive, if it is the surviving entity in the merger or acquiring
42-34 entity in the exchange and sets forth in the articles of merger or
42-35 exchange its address where copies of process may be sent by the
42-36 Secretary of State; and
42-37 (d) Each domestic entity complies with the applicable provisions
42-38 of NRS 92A.100 to 92A.180, inclusive, and, if it is the surviving
42-39 entity in the merger or acquiring entity in the exchange, with NRS
42-40 92A.200 to 92A.240, inclusive.
42-41 2. When the merger or exchange takes effect, the surviving
42-42 foreign entity in a merger and the acquiring foreign entity in an
42-43 exchange shall be deemed:
42-44 (a) To appoint the Secretary of State as its agent for service of
42-45 process in a proceeding to enforce any obligation or the rights of
43-1 dissenting owners of each domestic entity that was a party to the
43-2 merger or exchange. Service of such process must be made by
43-3 personally delivering to and leaving with the Secretary of State
43-4 duplicate copies of the process and the payment of a fee of [$50]
43-5 $100 for accepting and transmitting the process. The Secretary of
43-6 State shall forthwith send by registered or certified mail one of the
43-7 copies to the surviving or acquiring entity at its specified address,
43-8 unless the surviving or acquiring entity has designated in writing to
43-9 the Secretary of State a different address for that purpose, in which
43-10 case it must be mailed to the last address so designated.
43-11 (b) To agree that it will promptly pay to the dissenting owners of
43-12 each domestic entity that is a party to the merger or exchange the
43-13 amount, if any, to which they are entitled under or created pursuant
43-14 to NRS 92A.300 to 92A.500, inclusive.
43-15 3. This section does not limit the power of a foreign entity to
43-16 acquire all or part of the owner’s interests of one or more classes or
43-17 series of a domestic entity through a voluntary exchange or
43-18 otherwise.
43-19 Sec. 74. NRS 92A.195 is hereby amended to read as follows:
43-20 92A.195 1. One foreign entity or foreign general partnership
43-21 may convert into one domestic entity if:
43-22 (a) The conversion is permitted by the law of the jurisdiction
43-23 governing the foreign entity or foreign general partnership and the
43-24 foreign entity or foreign general partnership complies with that law
43-25 in effecting the conversion;
43-26 (b) The foreign entity or foreign general partnership complies
43-27 with the applicable provisions of NRS 92A.205 and, if it is the
43-28 resulting entity in the conversion, with NRS 92A.210 to 92A.240,
43-29 inclusive; and
43-30 (c) The domestic entity complies with the applicable provisions
43-31 of NRS 92A.105, 92A.120, 92A.135, 92A.140 and 92A.165 and, if
43-32 it is the resulting entity in the conversion, with NRS 92A.205 to
43-33 92A.240, inclusive.
43-34 2. When the conversion takes effect, the resulting foreign entity
43-35 in a conversion shall be deemed to have appointed the Secretary of
43-36 State as its agent for service of process in a proceeding to enforce
43-37 any obligation. Service of process must be made personally by
43-38 delivering to and leaving with the Secretary of State duplicate
43-39 copies of the process and the payment of a fee of [$25] $100 for
43-40 accepting and transmitting the process. The Secretary of State shall
43-41 send one of the copies of the process by registered or certified mail
43-42 to the resulting entity at its specified address, unless the resulting
43-43 entity has designated in writing to the Secretary of State a different
43-44 address for that purpose, in which case it must be mailed to the last
43-45 address so designated.
44-1 Sec. 75. NRS 92A.210 is hereby amended to read as follows:
44-2 92A.210 1. Except as otherwise provided in this section, the
44-3 fee for filing articles of merger, articles of conversion, articles of
44-4 exchange, articles of domestication or articles of termination is
44-5 [$325.] $350. The fee for filing the constituent documents of a
44-6 domestic resulting entity is the fee for filing the constituent
44-7 documents determined by the chapter of NRS governing the
44-8 particular domestic resulting entity.
44-9 2. The fee for filing articles of merger of two or more domestic
44-10 corporations is the difference between the fee computed at the rates
44-11 specified in NRS 78.760 upon the aggregate authorized stock of the
44-12 corporation created by the merger and the fee computed upon the
44-13 aggregate amount of the total authorized stock of the constituent
44-14 corporation.
44-15 3. The fee for filing articles of merger of one or more domestic
44-16 corporations with one or more foreign corporations is the difference
44-17 between the fee computed at the rates specified in NRS 78.760 upon
44-18 the aggregate authorized stock of the corporation created by the
44-19 merger and the fee computed upon the aggregate amount of the total
44-20 authorized stock of the constituent corporations which have paid the
44-21 fees required by NRS 78.760 and 80.050.
44-22 4. The fee for filing articles of merger of two or more domestic
44-23 or foreign corporations must not be less than [$325.] $350. The
44-24 amount paid pursuant to subsection 3 must not exceed $25,000.
44-25 Sec. 76. NRS 14.020 is hereby amended to read as follows:
44-26 14.020 1. Every corporation, limited-liability company,
44-27 limited-liability partnership, limited partnership, limited-liability
44-28 limited partnership, business trust and municipal corporation
44-29 created and existing under the laws of any other state, territory, or
44-30 foreign government, or the Government of the United States, doing
44-31 business in this state shall appoint and keep in this state a resident
44-32 agent who resides or is located in this state, upon whom all legal
44-33 process and any demand or notice authorized by law to be served
44-34 upon it may be served in the manner provided in subsection 2. The
44-35 corporation, limited-liability company, limited-liability partnership,
44-36 limited partnership, limited-liability limited partnership, business
44-37 trust or municipal corporation shall file with the Secretary of State a
44-38 certificate of acceptance of appointment signed by its resident agent.
44-39 The certificate must set forth the full name and address of the
44-40 resident agent. [The] A certificate of change of resident agent must
44-41 be [renewed] filed in the manner provided in title 7 of NRS
44-42 [whenever a change is made in the appointment or a vacancy occurs
44-43 in the agency.] if the corporation, limited-liability company,
44-44 limited-liability partnership, limited partnership, limited-liability
44-45 limited partnership, business trust or municipal corporation
45-1 desires to change its resident agent. For the purposes of this
45-2 subsection, if the resident agent is a corporation, limited-liability
45-3 company, limited-liability partnership, limited partnership,
45-4 limited-liability limited partnership or business trust and the name
45-5 of the resident agent is changed as a result of a merger,
45-6 conversion, exchange, sale, reorganization or amendment, the
45-7 corporation, limited-liability company, limited-liability
45-8 partnership, limited partnership, limited-liability limited
45-9 partnership, business trust or municipal corporation is not
45-10 required to file a certificate of change of resident agent in the
45-11 manner provided in title 7 of NRS.
45-12 2. All legal process and any demand or notice authorized by
45-13 law to be served upon the foreign corporation, limited-liability
45-14 company, limited-liability partnership, limited partnership, limited-
45-15 liability limited partnership, business trust or municipal corporation
45-16 may be served upon the resident agent personally or by leaving a
45-17 true copy thereof with a person of suitable age and discretion at the
45-18 address shown on the current certificate of acceptance filed with the
45-19 Secretary of State.
45-20 3. Subsection 2 provides an additional mode and manner of
45-21 serving process, demand or notice and does not affect the validity of
45-22 any other service authorized by law.
45-23 Sec. 77. NRS 104.9525 is hereby amended to read as follows:
45-24 104.9525 1. Except as otherwise provided in subsection 5,
45-25 the fee for filing and indexing a record under this part, other than an
45-26 initial financing statement of the kind described in subsection 2 of
45-27 NRS 104.9502, is:
45-28 (a) [Twenty] Forty dollars if the record is communicated in
45-29 writing and consists of one or two pages;
45-30 (b) [Forty] Sixty dollars if the record is communicated in writing
45-31 and consists of more than two pages, and [$1] $2 for each page over
45-32 20 pages;
45-33 (c) [Ten] Twenty dollars if the record is communicated by
45-34 another medium authorized by filing-office rule; and
45-35 (d) [One dollar] Two dollars for each additional debtor, trade
45-36 name or reference to another name under which business is done.
45-37 2. The filing officer may charge and collect [$1] $2 for each
45-38 page of copy or record of filings produced by him at the request of
45-39 any person.
45-40 3. Except as otherwise provided in subsection 5, the fee for
45-41 filing and indexing an initial financing statement of the kind
45-42 described in subsection 3 of NRS 104.9502 is:
45-43 (a) [Forty] Sixty dollars if the financing statement indicates that
45-44 it is filed in connection with a public-finance transaction; and
46-1 (b) [Twenty] Forty dollars if the financing statement indicates
46-2 that it is filed in connection with a manufactured-home transaction.
46-3 4. The fee for responding to a request for information from the
46-4 filing office, including for issuing a certificate showing whether
46-5 there is on file any financing statement naming a particular debtor,
46-6 is:
46-7 (a) [Twenty] Forty dollars if the request is communicated in
46-8 writing; and
46-9 (b) [Fifteen] Twenty dollars if the request is communicated by
46-10 another medium authorized by filing-office rule.
46-11 5. This section does not require a fee with respect to a
46-12 mortgage that is effective as a financing statement filed as a fixture
46-13 filing or as a financing statement covering as-extracted collateral or
46-14 timber to be cut under subsection 3 of NRS 104.9502. However, the
46-15 fees for recording and satisfaction which otherwise would be
46-16 applicable to the mortgage apply.
46-17 Sec. 78. NRS 105.070 is hereby amended to read as follows:
46-18 105.070 1. The Secretary of State or county recorder shall
46-19 mark any security instrument and any statement of change, merger
46-20 or consolidation presented for filing with the day and hour of filing
46-21 and the file number assigned to it. This mark is, in the absence of
46-22 other evidence, conclusive proof of the time and fact of presentation
46-23 for filing.
46-24 2. The Secretary of State or county recorder shall retain and
46-25 file all security instruments and statements of change, merger or
46-26 consolidation presented for filing.
46-27 3. The uniform fee for filing and indexing a security
46-28 instrument, or a supplement or amendment thereto, and a statement
46-29 of change, merger or consolidation, and for stamping a copy of
46-30 those documents furnished by the secured party or the public utility,
46-31 to show the date and place of filing is [$15] $40 if the document is
46-32 in the standard form prescribed by the Secretary of State and
46-33 otherwise is [$20, plus $1] $50, plus $2 for each additional debtor or
46-34 trade name.
46-35 Sec. 79. NRS 105.080 is hereby amended to read as follows:
46-36 105.080 Upon the request of any person, the Secretary of State
46-37 shall issue his certificate showing whether there is on file on the
46-38 date and hour stated therein, any presently effective security
46-39 instrument naming a particular public utility, and if there is, giving
46-40 the date and hour of filing of the instrument and the names and
46-41 addresses of each secured party. The uniform fee for such a
46-42 certificate is [$15] $40 if the request for the certificate is in the
46-43 standard form prescribed by the Secretary of State and otherwise is
46-44 [$20.] $50. Upon request the Secretary of State or a county recorder
47-1 shall furnish a copy of any filed security instrument upon payment
47-2 of the statutory fee for copies.
47-3 Sec. 80. NRS 225.140 is hereby amended to read as follows:
47-4 225.140 1. Except as otherwise provided in subsection 2, in
47-5 addition to other fees authorized by law, the Secretary of State shall
47-6 charge and collect the following fees:
47-7 For a copy of any law, joint resolution,
47-8 transcript of record, or other paper on
47-9 file or of record in his office, other than
47-10 a document required to be filed pursuant
47-11 to title 24 of NRS, per page[$1.00] $ 2
47-12 For a copy of any document required to
47-13 be filed pursuant to title 24 of NRS, per
47-14 page........................................................... [.50] 1
47-15 For certifying to any such copy and use
47-16 of the State Seal, for each impression [10.00] 20
47-17 For each passport or other document
47-18 signed by the Governor and attested by
47-19 the Secretary of State.......... [10.00] 20
47-20 For a negotiable instrument returned
47-21 unpaid.................................. [10.00] 20
47-22 2. The Secretary of State:
47-23 (a) Shall charge a reasonable fee for searching records and
47-24 documents kept in his office.
47-25 (b) May charge or collect any filing or other fees for services
47-26 rendered by him to the State of Nevada, any local governmental
47-27 agency or agency of the Federal Government, or any officer thereof
47-28 in his official capacity or respecting his office or official duties.
47-29 (c) May not charge or collect a filing or other fee for:
47-30 (1) Attesting extradition papers or executive warrants for
47-31 other states.
47-32 (2) Any commission or appointment issued or made by the
47-33 Governor, either for the use of the State Seal or otherwise.
47-34 (d) May charge a reasonable fee, not to exceed:
47-35 (1) Five hundred dollars, for providing service within 2 hours
47-36 after the time the service is requested; and
47-37 (2) One hundred twenty-five dollars, for providing any other
47-38 special service, including, but not limited to, providing service more
47-39 than 2 hours but within 24 hours after the time the service is
47-40 requested, accepting documents filed by facsimile machine and
47-41 other use of new technology.
47-42 (e) Shall charge a fee, not to exceed the actual cost to the
47-43 Secretary of State, for providing:
48-1 (1) A copy of any record kept in his office that is stored on a
48-2 computer or on microfilm if the copy is provided on a tape, disc or
48-3 other medium used for the storage of information by a computer or
48-4 on duplicate film.
48-5 (2) Access to his computer database on which records are
48-6 stored.
48-7 3. From each fee collected pursuant to paragraph (d) of
48-8 subsection 2:
48-9 (a) The entire amount or $50, whichever is less, of the fee
48-10 collected pursuant to subparagraph (1) of that paragraph and half of
48-11 the fee collected pursuant to subparagraph (2) of that paragraph
48-12 must be deposited with the State Treasurer for credit to the Account
48-13 for Special Services of the Secretary of State in the State General
48-14 Fund. Any amount remaining in the Account at the end of a fiscal
48-15 year in excess of $2,000,000 must be transferred to the State
48-16 General Fund. Money in the Account may be transferred to the
48-17 Secretary of State’s operating general fund budget account and must
48-18 only be used to create and maintain the capability of the Office of
48-19 the Secretary of State to provide special services, including, but not
48-20 limited to, providing service:
48-21 (1) On the day it is requested or within 24 hours; or
48-22 (2) Necessary to increase or maintain the efficiency of the
48-23 Office.
48-24 Any transfer of money from the Account for expenditure by the
48-25 Secretary of State must be approved by the Interim Finance
48-26 Committee.
48-27 (b) After deducting the amount required pursuant to paragraph
48-28 (a), the remainder must be deposited with the State Treasurer for
48-29 credit to the State General Fund.
48-30 Sec. 81. Chapter 364A of NRS is hereby amended by adding
48-31 thereto a new section to read as follows:
48-32 1. If the Department has reasonable cause to believe that any
48-33 person has failed to comply with the provisions of NRS 364A.130,
48-34 the Department may issue an order directed to the person to show
48-35 cause why the Department should not order the person to cease
48-36 and desist from conducting a business in this state. The order must
48-37 contain a statement of the charges and a notice of a hearing to be
48-38 held thereon. The order must be served upon the person directly or
48-39 by certified or registered mail, return receipt requested.
48-40 2. If, after conducting a hearing pursuant to the provisions of
48-41 subsection 1, the Department determines that the person has failed
48-42 to comply with the provisions of NRS 364A.130 or if the person
48-43 fails to appear for the hearing after being properly served with the
48-44 statement of charges and notice of hearing, the Department may
48-45 make a written report of his findings of fact concerning the
49-1 violation and cause to be served a copy thereof upon the person at
49-2 the hearing. If the Department determines in the report that such
49-3 failure has occurred, the Department may order the violator to:
49-4 (a) Cease and desist from conducting a business in this state;
49-5 and
49-6 (b) Pay the costs of reporting services, fees for experts and
49-7 other witnesses, charges for the rental of a hearing room if such a
49-8 room is not available to the Department free of charge, charges
49-9 for providing an independent hearing officer, if any, and charges
49-10 incurred for any service of process, if the violator is adjudicated to
49-11 have failed to comply with the provisions of
49-12 NRS 364A.130.
49-13 The order must be served upon the person directly or by certified
49-14 or registered mail, return receipt requested. The order becomes
49-15 effective upon service in the manner provided in this subsection.
49-16 3. Any person whose pecuniary interests are directly and
49-17 immediately affected by an order issued pursuant to subsection 2
49-18 or who is aggrieved by the order may petition for judicial review in
49-19 the manner provided in chapter 233B of NRS. Such a petition
49-20 must be filed within 30 days after the service of the order. The
49-21 order becomes final upon the filing of the petition.
49-22 4. If a person fails to comply with any provision of an order
49-23 issued pursuant to subsection 2, the Department may, through the
49-24 Attorney General, at any time after 30 days after the service of the
49-25 order, cause an action to be instituted in the district court of
49-26 the county wherein the person resides or has his principal place of
49-27 business requesting the court to enforce the provisions of the order
49-28 or to provide any other appropriate injunctive relief.
49-29 5. If the court finds that:
49-30 (a) There has been a failure to comply with the provisions of
49-31 NRS 364A.130;
49-32 (b) The proceedings by the Department concerning the written
49-33 report and any order issued pursuant to subsection 3 are in the
49-34 interest of the public; and
49-35 (c) The findings of the Department are supported by the weight
49-36 of the evidence,
49-37 the court shall issue an order enforcing the provisions of the order
49-38 of the Department.
49-39 6. An order issued pursuant to subsection 5 may include:
49-40 (a) A provision requiring the payment to the Department of a
49-41 penalty of not more than $5,000 for each act amounting to a
49-42 failure to comply with the Department’s order; or
49-43 (b) Such injunctive or other equitable or extraordinary relief
49-44 as is determined appropriate by the court.
50-1 7. Any aggrieved party may appeal from the final judgment,
50-2 order or decree of the court in a like manner as provided for
50-3 appeals in civil cases.
50-4 Sec. 82. NRS 364A.130 is hereby amended to read as follows:
50-5 364A.130 1. Except as otherwise provided in subsection 6, a
50-6 person shall not conduct a business in this state unless he has a
50-7 business license issued by the Department.
50-8 2. The application for a business license must:
50-9 (a) Be made upon a form prescribed by the Department;
50-10 (b) Set forth the name under which the applicant transacts or
50-11 intends to transact business and the location of his place or places of
50-12 business;
50-13 (c) Declare the estimated number of employees for the previous
50-14 calendar quarter;
50-15 (d) Be accompanied by a fee of [$25;] $50; and
50-16 (e) Include any other information that the Department deems
50-17 necessary.
50-18 3. The application must be signed by:
50-19 (a) The owner, if the business is owned by a natural person;
50-20 (b) A member or partner, if the business is owned by an
50-21 association or partnership; or
50-22 (c) An officer or some other person specifically authorized to
50-23 sign the application, if the business is owned by a corporation.
50-24 4. If the application is signed pursuant to paragraph (c) of
50-25 subsection 3, written evidence of the signer’s authority must be
50-26 attached to the application.
50-27 5. A person who has been issued a business license by the
50-28 Department shall submit a fee of $50 to the Department on or
50-29 before the last day of the month in which the anniversary date of
50-30 issuance of the business license occurs in each year, unless the
50-31 person submits a written statement to the Department, at least 10
50-32 days before the anniversary date, indicating that the person will
50-33 not be conducting business in this state after the anniversary date.
50-34 A person who fails to submit the annual fee required pursuant to
50-35 this subsection in a timely manner shall pay a penalty in the
50-36 amount of $75 in addition to the annual fee.
50-37 6. For the purposes of this chapter, a person shall be deemed to
50-38 conduct a business in this state if a business for which the person is
50-39 responsible:
50-40 (a) Is incorporated pursuant to chapter 78 or 78A of NRS;
50-41 (b) Has an office or other base of operations in this state; or
50-42 (c) Pays wages or other remuneration to a natural person who
50-43 performs in this state any of the duties for which he is paid.
51-1 [6.] 7. A person who takes part in a trade show or convention
51-2 held in this state for a purpose related to the conduct of a business is
51-3 not required to obtain a business license specifically for that event.
51-4 Sec. 83. NRS 680A.230 is hereby amended to read as follows:
51-5 680A.230 The general corporation laws of this state do not
51-6 apply to foreign insurers holding certificates of authority to transact
51-7 insurance in this state . [, except as otherwise provided in
51-8 NRS 80.190.]
51-9 Sec. 84. NRS 80.190 is hereby repealed.
51-10 TEXT OF REPEALED SECTION
51-11 80.190 Publication of annual statement; recovery of
51-12 penalty.
51-13 1. Except as otherwise provided in subsection 2, each foreign
51-14 corporation doing business in this state shall, not later than the
51-15 month of March in each year, publish a statement of its last
51-16 calendar year’s business in two numbers or issues of a newspaper
51-17 published in this state.
51-18 2. If the corporation keeps its records on the basis of a fiscal
51-19 year other than the calendar, the statement required by subsection 1
51-20 must be published not later than the end of the third month
51-21 following the close of each fiscal year.
51-22 3. A corporation which neglects or refuses to publish a
51-23 statement as required by this section is liable to a penalty of $100
51-24 for each month that the statement remains unpublished.
51-25 4. Any district attorney in the State or the Attorney General
51-26 may sue to recover the penalty. The first county suing through its
51-27 district attorney shall recover the penalty, and if no suit is brought
51-28 for the penalty by any district attorney, the State may recover
51-29 through the Attorney General.
51-30 H