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)
S.B. 298
Senate Bill No. 298–Committee on Judiciary
March 17, 2003
____________
Referred to Committee on Judiciary
SUMMARY—Makes various changes to provisions pertaining to business. (BDR 7‑987)
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
2-1 length of time, and increasing these fees is necessary and
2-2 appropriate at this time.
2-3 2. It is the intent of the Legislature that the fees increased
2-4 pursuant to the amendatory provisions of this act must not be
2-5 increased again for a period of at least 10 years following the
2-6 enactment of this act.
2-7 Sec. 2. NRS 78.0295 is hereby amended to read as follows:
2-8 78.0295 1. A corporation may correct a document filed by
2-9 the Secretary of State with respect to the corporation if the
2-10 document contains an inaccurate record of a corporate action
2-11 described in the document or was defectively executed, attested,
2-12 sealed, verified or acknowledged.
2-13 2. To correct a document, the corporation shall:
2-14 (a) Prepare a certificate of correction which:
2-15 (1) States the name of the corporation;
2-16 (2) Describes the document, including, without limitation, its
2-17 filing date;
2-18 (3) Specifies the inaccuracy or defect;
2-19 (4) Sets forth the inaccurate or defective portion of the
2-20 document in an accurate or corrected form; and
2-21 (5) Is signed by an officer of the corporation.
2-22 (b) Deliver the certificate to the Secretary of State for filing.
2-23 (c) Pay a filing fee of [$150] $175 to the Secretary of State.
2-24 3. A certificate of correction is effective on the effective date
2-25 of the document it corrects except as to persons relying on the
2-26 uncorrected document and adversely affected by the correction. As
2-27 to those persons, the certificate is effective when filed.
2-28 Sec. 3. NRS 78.097 is hereby amended to read as follows:
2-29 78.097 1. A resident agent who desires to resign shall file
2-30 with the Secretary of State a signed statement for each corporation
2-31 that he is unwilling to continue to act as the agent of the corporation
2-32 for the service of process. The fee for filing a statement of
2-33 resignation is $100 for the first corporation that the resident agent
2-34 is unwilling to continue to act as the agent of and $1 for each
2-35 additional corporation listed on the statement of resignation. A
2-36 resignation is not effective until the signed statement is filed with
2-37 the Secretary of State.
2-38 2. The statement of resignation may contain a statement of the
2-39 affected corporation appointing a successor resident agent for that
2-40 corporation. A certificate of acceptance executed by the new
2-41 resident agent, stating the full name, complete street address and, if
2-42 different from the street address, mailing address of the new resident
2-43 agent, must accompany the statement appointing a successor
2-44 resident agent.
3-1 3. Upon the filing of the statement of resignation with the
3-2 Secretary of State the capacity of the resigning person as resident
3-3 agent terminates. If the statement of resignation contains no
3-4 statement by the corporation appointing a successor resident agent,
3-5 the resigning resident agent shall immediately give written notice,
3-6 by mail, to the corporation of the filing of the statement and its
3-7 effect. The notice must be addressed to any officer of the
3-8 corporation other than the resident agent.
3-9 4. If a resident agent dies, resigns or removes from the State,
3-10 the corporation, within 30 days thereafter, shall file with the
3-11 Secretary of State a certificate of acceptance executed by the new
3-12 resident agent. The certificate must set forth the full name and
3-13 complete street address of the new resident agent for the service of
3-14 process, and may have a separate mailing address, such as a post
3-15 office box, which may be different from the street address.
3-16 5. A corporation that fails to file a certificate of acceptance
3-17 executed by the new resident agent within 30 days after the death,
3-18 resignation or removal of its former resident agent shall be deemed
3-19 in default and is subject to the provisions of NRS 78.170 and
3-20 78.175.
3-21 Sec. 4. NRS 78.110 is hereby amended to read as follows:
3-22 78.110 1. If a corporation created pursuant to this chapter
3-23 desires to change its resident agent, the change may be effected by
3-24 filing with the Secretary of State a certificate of change signed by an
3-25 officer of the corporation which sets forth:
3-26 (a) The name of the corporation;
3-27 (b) The name and street address of its present resident agent; and
3-28 (c) The name and street address of the new resident agent.
3-29 2. The new resident agent’s certificate of acceptance must be a
3-30 part of or attached to the certificate of change.
3-31 3. For the purposes of this section, if the resident agent is a
3-32 corporation, limited-liability company, limited-liability
3-33 partnership, limited partnership, limited-liability limited
3-34 partnership or business trust and the name of the resident agent is
3-35 changed as a result of a merger, conversion, exchange, sale,
3-36 reorganization or amendment, the corporation is not required to
3-37 file a certificate of change.
3-38 4. A change authorized by this section becomes effective upon
3-39 the filing of the certificate of change.
3-40 Sec. 5. NRS 78.150 is hereby amended to read as follows:
3-41 78.150 1. A corporation organized pursuant to the laws of
3-42 this state shall, on or before the first day of the second month after
3-43 the filing of its articles of incorporation with the Secretary of State,
3-44 file with the Secretary of State a list, on a form furnished by him,
3-45 containing:
4-1 (a) The name of the corporation;
4-2 (b) The file number of the corporation, if known;
4-3 (c) The names and titles of the president, secretary, treasurer and
4-4 of all the directors of the corporation;
4-5 (d) The mailing or street address, either residence or business, of
4-6 each officer and director listed, following the name of the officer or
4-7 director;
4-8 (e) The name and street address of the lawfully designated
4-9 resident agent of the corporation; and
4-10 (f) The signature of an officer of the corporation certifying that
4-11 the list is true, complete and accurate.
4-12 2. The corporation shall annually thereafter, on or before the
4-13 last day of the month in which the anniversary date of incorporation
4-14 occurs in each year, file with the Secretary of State, on a form
4-15 furnished by him, an annual list containing all of the information
4-16 required in subsection 1.
4-17 3. Each list required by subsection 1 or 2 must be accompanied
4-18 by a declaration under penalty of perjury that the corporation has
4-19 complied with the provisions of chapter 364A of NRS.
4-20 4. Upon filing the list required by:
4-21 (a) Subsection 1, the corporation shall pay to the Secretary of
4-22 State a fee of [$165.] $125.
4-23 (b) Subsection 2, the corporation shall pay to the Secretary of
4-24 State [a fee of $85.] , if the amount represented by the total
4-25 number of shares provided for in the articles is:
4-26 $75,000 or less................................. $125
4-27 Over $75,000 and not over $200,000175
4-28 Over $200,000 and not over $500,000275
4-29 Over $500,000 and not over $1,000,000.. 375
4-30 Over $1,000,000:
4-31 For the first $1,000,000................ 375
4-32 For each additional $500,000 or fraction
4-33 thereof......................................... 275
4-34 The maximum fee which may be charged pursuant to paragraph
4-35 (b) for filing the annual list is $11,100.
4-36 5. The Secretary of State shall, 60 days before the last day for
4-37 filing each annual list required by subsection 2, cause to be mailed
4-38 to each corporation which is required to comply with the provisions
4-39 of NRS 78.150 to 78.185, inclusive, and which has not become
4-40 delinquent, a notice of the fee due pursuant to subsection 4 and a
4-41 reminder to file the annual list required by subsection 2. Failure of
4-42 any corporation to receive a notice or form does not excuse it from
4-43 the penalty imposed by law.
4-44 6. If the list to be filed pursuant to the provisions of subsection
4-45 1 or 2 is defective in any respect or the fee required by subsection 4
5-1 or 8 is not paid, the Secretary of State may return the list for
5-2 correction or payment.
5-3 7. An annual list for a corporation not in default which is
5-4 received by the Secretary of State more than 60 days before its due
5-5 date shall be deemed an amended list for the previous year and must
5-6 be accompanied by [a fee of $85] the appropriate fee as provided in
5-7 subsection 4 for filing. A payment submitted pursuant to this
5-8 subsection does not satisfy the requirements of subsection 2 for the
5-9 year to which the due date is applicable.
5-10 8. If the corporation is an association as defined in NRS
5-11 116.110315, the Secretary of State shall not accept the filing
5-12 required by this section unless it is accompanied by evidence of the
5-13 payment of the fee required to be paid pursuant to NRS 116.31155
5-14 that is provided to the association pursuant to subsection 4 of that
5-15 section.
5-16 Sec. 6. NRS 78.170 is hereby amended to read as follows:
5-17 78.170 1. Each corporation required to make a filing and pay
5-18 the fee prescribed in NRS 78.150 to 78.185, inclusive, which refuses
5-19 or neglects to do so within the time provided shall be deemed in
5-20 default.
5-21 2. For default there must be added to the amount of the fee a
5-22 penalty of [$50.] $75. The fee and penalty must be collected as
5-23 provided in this chapter.
5-24 Sec. 7. NRS 78.180 is hereby amended to read as follows:
5-25 78.180 1. Except as otherwise provided in subsections 3 and
5-26 4, the Secretary of State shall reinstate a corporation which has
5-27 forfeited its right to transact business pursuant to the provisions of
5-28 this chapter and restore to the corporation its right to carry on
5-29 business in this state, and to exercise its corporate privileges and
5-30 immunities, if it:
5-31 (a) Files with the Secretary of State [the] :
5-32 (1) The list required by NRS 78.150; and
5-33 (2) A certificate of acceptance of appointment signed by its
5-34 resident agent; and
5-35 (b) Pays to the Secretary of State:
5-36 (1) The filing fee and penalty set forth in NRS 78.150 and
5-37 78.170 for each year or portion thereof during which it failed to file
5-38 each required annual list in a timely manner; and
5-39 (2) A fee of [$200] $300 for reinstatement.
5-40 2. When the Secretary of State reinstates the corporation, he
5-41 shall:
5-42 (a) Immediately issue and deliver to the corporation a certificate
5-43 of reinstatement authorizing it to transact business as if the filing fee
5-44 or fees had been paid when due; and
6-1 (b) Upon demand, issue to the corporation one or more certified
6-2 copies of the certificate of reinstatement.
6-3 3. The Secretary of State shall not order a reinstatement unless
6-4 all delinquent fees and penalties have been paid, and the revocation
6-5 of the charter occurred only by reason of failure to pay the fees and
6-6 penalties.
6-7 4. If a corporate charter has been revoked pursuant to the
6-8 provisions of this chapter and has remained revoked for a period of
6-9 5 consecutive years, the charter must not be reinstated.
6-10 Sec. 8. NRS 78.390 is hereby amended to read as follows:
6-11 78.390 1. Every amendment adopted pursuant to the
6-12 provisions of NRS 78.385 must be made in the following manner:
6-13 (a) The board of directors must adopt a resolution setting forth
6-14 the amendment proposed and declaring its advisability, and either
6-15 call a special meeting of the stockholders entitled to vote on the
6-16 amendment or direct that the proposed amendment be considered at
6-17 the next annual meeting of the stockholders entitled to vote on the
6-18 amendment.
6-19 (b) At the meeting, of which notice must be given to each
6-20 stockholder entitled to vote pursuant to the provisions of this
6-21 section, a vote of the stockholders entitled to vote in person or by
6-22 proxy must be taken for and against the proposed amendment. If it
6-23 appears upon the canvassing of the votes that stockholders holding
6-24 shares in the corporation entitling them to exercise at least a
6-25 majority of the voting power, or such greater proportion of the
6-26 voting power as may be required in the case of a vote by classes or
6-27 series, as provided in subsections 2 and 4, or as may be required by
6-28 the provisions of the articles of incorporation, have voted in favor of
6-29 the amendment, an officer of the corporation shall sign a certificate
6-30 setting forth the amendment, or setting forth the articles of
6-31 incorporation as amended, and the vote by which the amendment
6-32 was adopted.
6-33 (c) The certificate so signed must be filed with the Secretary of
6-34 State.
6-35 2. If any proposed amendment would adversely alter or change
6-36 any preference or any relative or other right given to any class or
6-37 series of outstanding shares, then the amendment must be approved
6-38 by the vote, in addition to the affirmative vote otherwise required, of
6-39 the holders of shares representing a majority of the voting power of
6-40 each class or series adversely affected by the amendment regardless
6-41 of limitations or restrictions on the voting power thereof.
6-42 3. Provision may be made in the articles of incorporation
6-43 requiring, in the case of any specified amendments, a larger
6-44 proportion of the voting power of stockholders than that required by
6-45 this section.
7-1 4. Different series of the same class of shares do not constitute
7-2 different classes of shares for the purpose of voting by classes
7-3 except when the series is adversely affected by an amendment in a
7-4 different manner than other series of the same class.
7-5 5. The resolution of the stockholders approving the proposed
7-6 amendment may provide that at any time before the effective date of
7-7 the amendment, notwithstanding approval of the proposed
7-8 amendment by the stockholders, the board of directors may, by
7-9 resolution, abandon the proposed amendment without further action
7-10 by the stockholders.
7-11 6. A certificate filed pursuant to subsection 1 becomes
7-12 effective upon filing with the Secretary of State or upon a later date
7-13 specified in the certificate, which must not be later than 90 days
7-14 after the certificate is filed.
7-15 7. If a certificate filed pursuant to subsection 1 specifies an
7-16 effective date and if the resolution of the stockholders approving the
7-17 proposed amendment provides that the board of directors may
7-18 abandon the proposed amendment pursuant to subsection 5, the
7-19 board of directors may terminate the effectiveness of the certificate
7-20 by resolution and by filing a certificate of termination with the
7-21 Secretary of State that:
7-22 (a) Is filed before the effective date specified in the certificate
7-23 filed pursuant to subsection 1;
7-24 (b) Identifies the certificate being terminated;
7-25 (c) States that, pursuant to the resolution of the stockholders, the
7-26 board of directors is authorized to terminate the effectiveness of the
7-27 certificate;
7-28 (d) States that the effectiveness of the certificate has been
7-29 terminated;
7-30 (e) Is signed by an officer of the corporation; and
7-31 (f) Is accompanied by a filing fee of [$150.] $175.
7-32 Sec. 9. NRS 78.760 is hereby amended to read as follows:
7-33 78.760 1. The fee for filing articles of incorporation is
7-34 prescribed in the following schedule:
7-35 If the amount represented by the total number of shares
7-36 provided for in the articles is:
7-37 $75,000 or less...................... [$175] $ 75
7-38 Over $75,000 and not over $200,000[225] 175
7-39 Over $200,000 and not over $500,000[325] 275
7-40 Over $500,000 and not over $1,000,000[425] 375
7-41 Over $1,000,000:
7-42 For the first $1,000,000....... [425] 375
7-43 For each additional $500,000 or fraction
7-44 thereof............................... [225] 275
8-1 2. The maximum fee which may be charged pursuant to this
8-2 section is [$25,000] $35,000 for:
8-3 (a) The original filing of articles of incorporation.
8-4 (b) A subsequent filing of any instrument which authorizes an
8-5 increase in stock.
8-6 3. For the purposes of computing the filing fees according to
8-7 the schedule in subsection 1, the amount represented by the total
8-8 number of shares provided for in the articles of incorporation is:
8-9 (a) The aggregate par value of the shares, if only shares with a
8-10 par value are therein provided for;
8-11 (b) The product of the number of shares multiplied by $1,
8-12 regardless of any lesser amount prescribed as the value or
8-13 consideration for which shares may be issued and disposed of, if
8-14 only shares without par value are therein provided for; or
8-15 (c) The aggregate par value of the shares with a par value plus
8-16 the product of the number of shares without par value multiplied by
8-17 $1, regardless of any lesser amount prescribed as the value or
8-18 consideration for which the shares without par value may be issued
8-19 and disposed of, if shares with and without par value are therein
8-20 provided for.
8-21 For the purposes of this subsection, shares with no prescribed par
8-22 value shall be deemed shares without par value.
8-23 4. The Secretary of State shall calculate filing fees pursuant to
8-24 this section with respect to shares with a par value of less than one-
8-25 tenth of a cent as if the par value were one-tenth of a cent.
8-26 Sec. 10. NRS 78.765 is hereby amended to read as follows:
8-27 78.765 1. The fee for filing a certificate changing the number
8-28 of authorized shares pursuant to NRS 78.209 or a certificate of
8-29 amendment to articles of incorporation that increases the
8-30 corporation’s authorized stock or a certificate of correction that
8-31 increases the corporation’s authorized stock is the difference
8-32 between the fee computed at the rates specified in NRS 78.760 upon
8-33 the total authorized stock of the corporation, including the proposed
8-34 increase, and the fee computed at the rates specified in NRS 78.760
8-35 upon the total authorized capital, excluding the proposed increase.
8-36 In no case may the amount be less than [$150.] $175.
8-37 2. The fee for filing a certificate of amendment to articles of
8-38 incorporation that does not increase the corporation’s authorized
8-39 stock or a certificate of correction that does not increase the
8-40 corporation’s authorized stock is [$150.] $175.
8-41 3. The fee for filing a certificate or an amended certificate
8-42 pursuant to NRS 78.1955 is [$150.] $175.
8-43 4. The fee for filing a certificate of termination pursuant to
8-44 NRS 78.1955, 78.209 or 78.380 is [$150.] $175.
9-1 Sec. 11. NRS 78.767 is hereby amended to read as follows:
9-2 78.767 1. The fee for filing a certificate of restated articles of
9-3 incorporation that does not increase the corporation’s authorized
9-4 stock is [$150.] $175.
9-5 2. The fee for filing a certificate of restated articles of
9-6 incorporation that increases the corporation’s authorized stock is the
9-7 difference between the fee computed pursuant to NRS 78.760 based
9-8 upon the total authorized stock of the corporation, including the
9-9 proposed increase, and the fee computed pursuant to NRS 78.760
9-10 based upon the total authorized stock of the corporation, excluding
9-11 the proposed increase. In no case may the amount be less than
9-12 [$150.] $175.
9-13 Sec. 12. NRS 78.780 is hereby amended to read as follows:
9-14 78.780 1. The fee for filing a certificate of extension of
9-15 corporate existence of any corporation is an amount equal to one-
9-16 fourth of the fee computed at the rates specified in NRS 78.760 for
9-17 filing articles of incorporation.
9-18 2. The fee for filing a certificate of dissolution whether it
9-19 occurs before or after payment of capital and beginning of business
9-20 is [$60.] $75.
9-21 Sec. 13. NRS 78.785 is hereby amended to read as follows:
9-22 78.785 1. The fee for filing a certificate of change of location
9-23 of a corporation’s registered office and resident agent, or a new
9-24 designation of resident agent, is [$30.] $60.
9-25 2. The fee for certifying articles of incorporation where a copy
9-26 is provided is [$20.] $30.
9-27 3. The fee for certifying a copy of an amendment to articles of
9-28 incorporation, or to a copy of the articles as amended, where a copy
9-29 is furnished, is [$20.] $30.
9-30 4. The fee for certifying an authorized printed copy of the
9-31 general corporation law as compiled by the Secretary of State is
9-32 [$20.] $30.
9-33 5. The fee for reserving a corporate name is [$20.] $25.
9-34 6. The fee for executing a certificate of corporate existence
9-35 which does not list the previous documents relating to the
9-36 corporation, or a certificate of change in a corporate name, is
9-37 [$40.] $50.
9-38 7. The fee for executing a certificate of corporate existence
9-39 which lists the previous documents relating to the corporation is
9-40 [$40.] $50.
9-41 8. The fee for submitting the resignation of a director or
9-42 officer, if the resignation is not made in conjunction with the
9-43 filing of an annual or amended list of directors and officers,
9-44 is $75.
10-1 9. The fee for executing, certifying or filing any certificate or
10-2 document not provided for in NRS 78.760 to 78.785, inclusive,
10-3 is [$40.
10-4 9.] $50.
10-5 10. The fee for copies made at the Office of the Secretary of
10-6 State is [$1] $2 per page.
10-7 [10.] 11. The fees for filing articles of incorporation, articles
10-8 of merger, or certificates of amendment increasing the basic surplus
10-9 of a mutual or reciprocal insurer must be computed pursuant to NRS
10-10 78.760, 78.765 and 92A.210, on the basis of the amount of basic
10-11 surplus of the insurer.
10-12 [11.] 12. The fee for examining and provisionally approving
10-13 any document at any time before the document is presented for
10-14 filing is [$100.] $125.
10-15 Sec. 14. NRS 78.795 is hereby amended to read as follows:
10-16 78.795 1. Any natural person or corporation residing or
10-17 located in this state may, on or after January 1 of any year but before
10-18 [January 31] June 30 of that year, register his willingness to serve
10-19 as the resident agent of a domestic or foreign corporation, limited-
10-20 liability company or limited partnership with the Secretary of State.
10-21 The registration must state the full, legal name of the person or
10-22 corporation willing to serve as the resident agent and be
10-23 accompanied by a fee of [$250] $500 per office location of the
10-24 resident agent.
10-25 2. The Secretary of State shall maintain a list of those persons
10-26 who are registered pursuant to subsection 1 and make the list
10-27 available to persons seeking to do business in this state.
10-28 Sec. 15. NRS 80.050 is hereby amended to read as follows:
10-29 80.050 1. Except as otherwise provided in subsection 3,
10-30 foreign corporations shall pay the same fees to the Secretary of State
10-31 as are required to be paid by corporations organized pursuant to the
10-32 laws of this state, but the amount of fees to be charged must not
10-33 exceed:
10-34 (a) The sum of [$25,000] $35,000 for filing documents for
10-35 initial qualification; or
10-36 (b) The sum of [$25,000] $35,000 for each subsequent filing of
10-37 a certificate increasing authorized capital stock.
10-38 2. If the corporate documents required to be filed set forth only
10-39 the total number of shares of stock the corporation is authorized to
10-40 issue without reference to value, the authorized shares shall be
10-41 deemed to be without par value and the filing fee must be computed
10-42 pursuant to paragraph (b) of subsection 3 of NRS 78.760.
10-43 3. Foreign corporations which are nonprofit corporations and
10-44 do not have or issue shares of stock shall pay the same fees to the
11-1 Secretary of State as are required to be paid by nonprofit
11-2 corporations organized pursuant to the laws of this state.
11-3 4. The fee for filing a notice of withdrawal from the State of
11-4 Nevada by a foreign corporation is [$60.] $75.
11-5 Sec. 16. NRS 80.070 is hereby amended to read as follows:
11-6 80.070 1. A foreign corporation may change its resident
11-7 agent by filing with the Secretary of State:
11-8 (a) A certificate of change, signed by an officer of the
11-9 corporation, setting forth:
11-10 (1) The name of the corporation;
11-11 (2) The name and street address of the present resident agent;
11-12 and
11-13 (3) The name and street address of the new resident agent;
11-14 and
11-15 (b) A certificate of acceptance executed by the new resident
11-16 agent, which must be a part of or attached to the certificate of
11-17 change.
11-18 For the purposes of this subsection, if the resident agent is a
11-19 corporation, limited-liability company, limited-liability
11-20 partnership, limited partnership, limited-liability limited
11-21 partnership or business trust and the name of the resident agent is
11-22 changed as a result of a merger, conversion, exchange, sale,
11-23 reorganization or amendment, the corporation is not required to
11-24 file a certificate of change. The change authorized by this
11-25 subsection becomes effective upon the filing of the certificate of
11-26 change.
11-27 2. A person who has been designated by a foreign corporation
11-28 as resident agent may file with the Secretary of State a signed
11-29 statement that he is unwilling to continue to act as the agent of the
11-30 corporation for the service of process.
11-31 3. Upon the filing of the statement of resignation with the
11-32 Secretary of State, the capacity of the resigning person as resident
11-33 agent terminates. If the statement of resignation is not accompanied
11-34 by a statement of the corporation appointing a successor resident
11-35 agent, the resigning resident agent shall give written notice, by mail,
11-36 to the corporation, of the filing of the statement and its effect. The
11-37 notice must be addressed to any officer of the corporation other than
11-38 the resident agent.
11-39 4. If a resident agent dies, resigns or moves from the State, the
11-40 corporation, within 30 days thereafter, shall file with the Secretary
11-41 of State a certificate of acceptance executed by the new resident
11-42 agent. The certificate must set forth the name of the new resident
11-43 agent, his street address for the service of process, and his mailing
11-44 address if different from his street address.
12-1 5. A corporation that fails to file a certificate of acceptance
12-2 executed by a new resident agent within 30 days after the death,
12-3 resignation or removal of its resident agent shall be deemed in
12-4 default and is subject to the provisions of NRS 80.150 and 80.160.
12-5 Sec. 17. NRS 80.110 is hereby amended to read as follows:
12-6 80.110 1. Each foreign corporation doing business in this
12-7 state shall, on or before the first day of the second month after the
12-8 filing of its certificate of corporate existence with the Secretary of
12-9 State, and annually thereafter on or before the last day of the month
12-10 in which the anniversary date of its qualification to do business in
12-11 this state occurs in each year, file with the Secretary of State a list,
12-12 on a form furnished by him, that contains:
12-13 (a) The names of its president, secretary and treasurer or their
12-14 equivalent, and all of its directors;
12-15 (b) [A designation of its] The name and street address of the
12-16 lawfully designated resident agent of the corporation in this state;
12-17 and
12-18 (c) The signature of an officer of the corporation.
12-19 Each list filed pursuant to this subsection must be accompanied by a
12-20 declaration under penalty of perjury that the foreign corporation has
12-21 complied with the provisions of chapter 364A of NRS.
12-22 2. Upon filing:
12-23 (a) The initial list required by subsection 1, the corporation shall
12-24 pay to the Secretary of State a fee of [$165.] $125.
12-25 (b) Each annual list required by subsection 1, the corporation
12-26 shall pay to the Secretary of State [a fee of $85.] , if the amount
12-27 represented by the total number of shares provided for in the
12-28 articles is:
12-29 $75,000 or less................................ $125
12-30 Over $75,000 and not over $200,000175
12-31 Over $200,000 and not over $500,000275
12-32 Over $500,000 and not over $1,000,000 375
12-33 Over $1,000,000:
12-34 For the first $1,000,000................ 375
12-35 For each additional $500,000 or fraction thereof 275
12-36 The maximum fee which may be charged pursuant to paragraph
12-37 (b) for filing the annual list is $11,100.
12-38 3. The Secretary of State shall, 60 days before the last day for
12-39 filing each annual list required by subsection 1, cause to be mailed
12-40 to each corporation required to comply with the provisions of NRS
12-41 80.110 to 80.170, inclusive, which has not become delinquent, the
12-42 blank forms to be completed and filed with him. Failure of any
12-43 corporation to receive the forms does not excuse it from the penalty
12-44 imposed by the provisions of NRS 80.110 to 80.170, inclusive.
13-1 4. An annual list for a corporation not in default which is
13-2 received by the Secretary of State more than 60 days before its due
13-3 date shall be deemed an amended list for the previous year and does
13-4 not satisfy the requirements of subsection 1 for the year to which the
13-5 due date is applicable.
13-6 Sec. 18. NRS 80.150 is hereby amended to read as follows:
13-7 80.150 1. Any corporation required to make a filing and pay
13-8 the fee prescribed in NRS 80.110 to 80.170, inclusive, which refuses
13-9 or neglects to do so within the time provided, is in default.
13-10 2. For default there must be added to the amount of the fee a
13-11 penalty of [$50,] $75, and unless the filing is made and the fee and
13-12 penalty are paid on or before the first day of the ninth month
13-13 following the month in which filing was required, the defaulting
13-14 corporation by reason of its default forfeits its right to transact any
13-15 business within this state. The fee and penalty must be collected as
13-16 provided in this chapter.
13-17 Sec. 19. NRS 80.170 is hereby amended to read as follows:
13-18 80.170 1. Except as otherwise provided in subsections 3 and
13-19 4, the Secretary of State shall reinstate a corporation which has
13-20 forfeited or which forfeits its right to transact business under the
13-21 provisions of this chapter and restore to the corporation its right to
13-22 transact business in this state, and to exercise its corporate privileges
13-23 and immunities if it:
13-24 (a) Files with the Secretary of State [a] :
13-25 (1) The list as provided in NRS 80.110 and 80.140; and
13-26 (2) A certificate of acceptance of appointment signed by its
13-27 resident agent; and
13-28 (b) Pays to the Secretary of State:
13-29 (1) The filing fee and penalty set forth in NRS 80.110 and
13-30 80.150 for each year or portion thereof that its right to transact
13-31 business was forfeited; and
13-32 (2) A fee of [$200] $300 for reinstatement.
13-33 2. If payment is made and the Secretary of State reinstates the
13-34 corporation to its former rights, he shall:
13-35 (a) Immediately issue and deliver to the corporation so
13-36 reinstated a certificate of reinstatement authorizing it to transact
13-37 business in the same manner as if the filing fee had been paid when
13-38 due; and
13-39 (b) Upon demand, issue to the corporation one or more certified
13-40 copies of the certificate of reinstatement.
13-41 3. The Secretary of State shall not order a reinstatement unless
13-42 all delinquent fees and penalties have been paid, and the revocation
13-43 of the right to transact business occurred only by reason of failure to
13-44 pay the fees and penalties.
14-1 4. If the right of a corporation to transact business in this state
14-2 has been forfeited pursuant to the provisions of NRS 80.160 and has
14-3 remained forfeited for a period of 5 consecutive years, the right is
14-4 not subject to reinstatement.
14-5 Sec. 20. NRS 82.193 is hereby amended to read as follows:
14-6 82.193 1. A corporation shall have a resident agent in the
14-7 manner provided in NRS 78.090, 78.095, 78.097 and 78.110. The
14-8 resident agent and the corporation shall comply with the provisions
14-9 of those sections.
14-10 2. A corporation is subject to the provisions of NRS 78.150 to
14-11 78.185, inclusive, except that:
14-12 (a) The fee for filing a list is [$15;] $25;
14-13 (b) The penalty added for default is [$5;] $50; and
14-14 (c) The fee for reinstatement is [$25.] $100.
14-15 Sec. 21. NRS 82.531 is hereby amended to read as follows:
14-16 82.531 1. The fee for filing articles of incorporation,
14-17 amendments to or restatements of articles of incorporation,
14-18 certificates pursuant to NRS 82.061 and 82.063 and documents for
14-19 dissolution is [$25] $50 for each document.
14-20 2. Except as otherwise provided in NRS 82.193 and subsection
14-21 1, the fees for filing documents are those set forth in NRS 78.765 to
14-22 78.785, inclusive.
14-23 Sec. 22. NRS 82.546 is hereby amended to read as follows:
14-24 82.546 1. Any corporation which did exist or is existing
14-25 pursuant to the laws of this state may, upon complying with the
14-26 provisions of NRS 78.150 and 82.193, procure a renewal or revival
14-27 of its charter for any period, together with all the rights, franchises,
14-28 privileges and immunities, and subject to all its existing and
14-29 preexisting debts, duties and liabilities secured or imposed by its
14-30 original charter and amendments thereto, or its existing charter, by
14-31 filing:
14-32 (a) A certificate with the Secretary of State, which must set
14-33 forth:
14-34 (1) The name of the corporation, which must be the name of
14-35 the corporation at the time of the renewal or revival, or its name at
14-36 the time its original charter expired.
14-37 (2) The name and street address of the lawfully designated
14-38 resident agent of the filing corporation, and his mailing address if
14-39 different from his street address.
14-40 (3) The date when the renewal or revival of the charter is to
14-41 commence or be effective, which may be, in cases of a revival,
14-42 before the date of the certificate.
14-43 (4) Whether or not the renewal or revival is to be perpetual,
14-44 and, if not perpetual, the time for which the renewal or revival is to
14-45 continue.
15-1 (5) That the corporation desiring to renew or revive its
15-2 charter is, or has been, organized and carrying on the business
15-3 authorized by its existing or original charter and amendments
15-4 thereto, and desires to renew or continue through revival its
15-5 existence pursuant to and subject to the provisions of this chapter.
15-6 (b) A list of its president, secretary and treasurer and all of its
15-7 directors and their post office box and street addresses, either
15-8 residence or business.
15-9 2. A corporation whose charter has not expired and is being
15-10 renewed shall cause the certificate to be signed by its president or
15-11 vice president and secretary or assistant secretary. The certificate
15-12 must be approved by a majority of the last-appointed surviving
15-13 directors.
15-14 3. A corporation seeking to revive its original or amended
15-15 charter shall cause the certificate to be signed by its president or
15-16 vice president and secretary or assistant secretary. The execution
15-17 and filing of the certificate must be approved unanimously by the
15-18 last-appointed surviving directors of the corporation and must
15-19 contain a recital that unanimous consent was secured. The
15-20 corporation shall pay to the Secretary of State the fee required to
15-21 establish a new corporation pursuant to the provisions of this
15-22 chapter.
15-23 4. The filed certificate, or a copy thereof which has been
15-24 certified under the hand and seal of the Secretary of State, must be
15-25 received in all courts and places as prima facie evidence of the facts
15-26 therein stated and of the existence and incorporation of the
15-27 corporation named therein.
15-28 Sec. 23. NRS 84.090 is hereby amended to read as follows:
15-29 84.090 1. The fee for filing articles of incorporation,
15-30 amendments to or restatements of articles of incorporation,
15-31 certificates of reinstatement and documents for dissolution is [$25]
15-32 $50 for each document.
15-33 2. Except as otherwise provided in this chapter, the fees set
15-34 forth in NRS 78.785 apply to this chapter.
15-35 Sec. 24. NRS 84.110 is hereby amended to read as follows:
15-36 84.110 1. Every corporation sole must have a resident agent
15-37 in the manner provided in NRS 78.090 and 78.095, subsections 1 to
15-38 4, inclusive, of NRS 78.097 and NRS 78.110. The resident agent
15-39 shall comply with the provisions of those sections.
15-40 2. A corporation sole that fails to file a certificate of acceptance
15-41 executed by the new resident agent within 30 days after the death,
15-42 resignation or removal of its former resident agent shall be deemed
15-43 in default and is subject to the provisions of NRS 84.130 and
15-44 84.140.
16-1 3. [No] A corporation sole [may be required to file an annual
16-2 list of officers, directors and designation of resident agent.] is
16-3 subject to the provisions of NRS 78.150 to 78.185, inclusive, except
16-4 that:
16-5 (a) The fee for filing a list is $25;
16-6 (b) The penalty added for default is $50; and
16-7 (c) The fee for reinstatement is $100.
16-8 Sec. 25. NRS 86.226 is hereby amended to read as follows:
16-9 86.226 1. A signed certificate of amendment, or a certified
16-10 copy of a judicial decree of amendment, must be filed with the
16-11 Secretary of State. A person who executes a certificate as an agent,
16-12 officer or fiduciary of the limited-liability company need not exhibit
16-13 evidence of his authority as a prerequisite to filing. Unless the
16-14 Secretary of State finds that a certificate does not conform to law,
16-15 upon his receipt of all required filing fees he shall file the certificate.
16-16 2. A certificate of amendment or judicial decree of amendment
16-17 is effective upon filing with the Secretary of State or upon a later
16-18 date specified in the certificate or judicial decree, which must not be
16-19 more than 90 days after the certificate or judicial decree is filed.
16-20 3. If a certificate specifies an effective date and if the
16-21 resolution of the members approving the proposed amendment
16-22 provides that one or more managers or, if management is not vested
16-23 in a manager, one or more members may abandon the proposed
16-24 amendment, then those managers or members may terminate the
16-25 effectiveness of the certificate by filing a certificate of termination
16-26 with the Secretary of State that:
16-27 (a) Is filed before the effective date specified in the certificate or
16-28 judicial decree filed pursuant to subsection 1;
16-29 (b) Identifies the certificate being terminated;
16-30 (c) States that, pursuant to the resolution of the members, the
16-31 manager of the company or, if management is not vested in a
16-32 manager, a designated member is authorized to terminate the
16-33 effectiveness of the certificate;
16-34 (d) States that the effectiveness of the certificate has been
16-35 terminated;
16-36 (e) Is signed by a manager of the company or, if management is
16-37 not vested in a manager, a designated member; and
16-38 (f) Is accompanied by a filing fee of [$150.] $175.
16-39 Sec. 26. NRS 86.235 is hereby amended to read as follows:
16-40 86.235 1. If a limited-liability company formed pursuant to
16-41 this chapter desires to change its resident agent, the change may be
16-42 effected by filing with the Secretary of State a certificate of change
16-43 signed by a manager of the company or, if management is not vested
16-44 in a manager, by a member, that sets forth:
16-45 (a) The name of the limited-liability company;
17-1 (b) The name and street address of its present resident agent; and
17-2 (c) The name and street address of the new resident agent.
17-3 2. The new resident agent’s certificate of acceptance must be a
17-4 part of or attached to the certificate of change.
17-5 3. For the purposes of this section, if the resident agent is a
17-6 corporation, limited-liability company, limited-liability
17-7 partnership, limited partnership, limited-liability limited
17-8 partnership or business trust and the name of the resident agent is
17-9 changed as a result of a merger, conversion, exchange, sale,
17-10 reorganization or amendment, the limited-liability company is not
17-11 required to file a certificate of change.
17-12 4. The change authorized by this section becomes effective
17-13 upon the filing of the certificate of change.
17-14 Sec. 27. NRS 86.263 is hereby amended to read as follows:
17-15 86.263 1. A limited-liability company shall, on or before the
17-16 first day of the second month after the filing of its articles of
17-17 organization with the Secretary of State, file with the Secretary of
17-18 State, on a form furnished by him, a list that contains:
17-19 (a) The name of the limited-liability company;
17-20 (b) The file number of the limited-liability company, if known;
17-21 (c) The names and titles of all of its managers or, if there is no
17-22 manager, all of its managing members;
17-23 (d) The mailing or street address, either residence or business, of
17-24 each manager or managing member listed, following the name of
17-25 the manager or managing member;
17-26 (e) The name and street address of the lawfully designated
17-27 resident agent of the limited-liability company; and
17-28 (f) The signature of a manager or managing member of the
17-29 limited-liability company certifying that the list is true, complete
17-30 and accurate.
17-31 2. The limited-liability company shall annually thereafter, on
17-32 or before the last day of the month in which the anniversary date of
17-33 its organization occurs, file with the Secretary of State, on a form
17-34 furnished by him, an amended list containing all of the information
17-35 required in subsection 1. [If the limited-liability company has had no
17-36 changes in its managers or, if there is no manager, its managing
17-37 members, since its previous list was filed, no amended list need be
17-38 filed if a manager or managing member of the limited-liability
17-39 company certifies to the Secretary of State as a true and accurate
17-40 statement that no changes in the managers or managing members
17-41 have occurred.]
17-42 3. Each list required by [subsection 1 and each list or
17-43 certification required by subsection] subsections 1 and 2 must be
17-44 accompanied by a declaration under penalty of perjury that the
18-1 limited-liability company has complied with the provisions of
18-2 chapter 364A of NRS.
18-3 4. Upon filing:
18-4 (a) The initial list required by subsection 1, the limited-liability
18-5 company shall pay to the Secretary of State a fee of [$165.] $125.
18-6 (b) Each annual list required by subsection 2 , [or certifying that
18-7 no changes have occurred,] the limited-liability company shall pay
18-8 to the Secretary of State a fee of [$85.] $125.
18-9 5. The Secretary of State shall, 60 days before the last day for
18-10 filing each list required by subsection 2, cause to be mailed to each
18-11 limited-liability company required to comply with the provisions of
18-12 this section, which has not become delinquent, a notice of the fee
18-13 due under subsection 4 and a reminder to file a list required by
18-14 subsection 2 . [or a certification of no change.] Failure of any
18-15 company to receive a notice or form does not excuse it from the
18-16 penalty imposed by law.
18-17 6. If the list to be filed pursuant to the provisions of subsection
18-18 1 or 2 is defective or the fee required by subsection 4 is not paid, the
18-19 Secretary of State may return the list for correction or payment.
18-20 7. An annual list for a limited-liability company not in default
18-21 received by the Secretary of State more than 60 days before its due
18-22 date shall be deemed an amended list for the previous year.
18-23 Sec. 28. NRS 86.272 is hereby amended to read as follows:
18-24 86.272 1. Each limited-liability company required to make a
18-25 filing and pay the fee prescribed in NRS 86.263 which refuses or
18-26 neglects to do so within the time provided is in default.
18-27 2. For default there must be added to the amount of the fee a
18-28 penalty of [$50.] $75. The fee and penalty must be collected as
18-29 provided in this chapter.
18-30 Sec. 29. NRS 86.276 is hereby amended to read as follows:
18-31 86.276 1. Except as otherwise provided in subsections 3 and
18-32 4, the Secretary of State shall reinstate any limited-liability company
18-33 which has forfeited its right to transact business pursuant to the
18-34 provisions of this chapter and restore to the company its right to
18-35 carry on business in this state, and to exercise its privileges and
18-36 immunities, if it:
18-37 (a) Files with the Secretary of State [the] :
18-38 (1) The list required by NRS 86.263; and
18-39 (2) A certificate of acceptance of appointment signed by its
18-40 resident agent; and
18-41 (b) Pays to the Secretary of State:
18-42 (1) The filing fee and penalty set forth in NRS 86.263 and
18-43 86.272 for each year or portion thereof during which it failed to file
18-44 in a timely manner each required annual list; and
18-45 (2) A fee of [$200] $300 for reinstatement.
19-1 2. When the Secretary of State reinstates the limited-liability
19-2 company, he shall:
19-3 (a) Immediately issue and deliver to the company a certificate of
19-4 reinstatement authorizing it to transact business as if the filing fee
19-5 had been paid when due; and
19-6 (b) Upon demand, issue to the company one or more certified
19-7 copies of the certificate of reinstatement.
19-8 3. The Secretary of State shall not order a reinstatement unless
19-9 all delinquent fees and penalties have been paid, and the revocation
19-10 of the charter occurred only by reason of failure to pay the fees and
19-11 penalties.
19-12 4. If a company’s charter has been revoked pursuant to the
19-13 provisions of this chapter and has remained revoked for a period of
19-14 5 consecutive years, the charter must not be reinstated.
19-15 Sec. 30. NRS 86.401 is hereby amended to read as follows:
19-16 86.401 1. On application to a court of competent jurisdiction
19-17 by a judgment creditor of a member, the court may charge the
19-18 member’s interest with payment of the unsatisfied amount of the
19-19 judgment with interest. To the extent so charged, the judgment
19-20 creditor has only the rights of an assignee of the member’s interest.
19-21 2. [The court may appoint a receiver of the share of the
19-22 distributions due or to become due to the judgment debtor in respect
19-23 of the limited-liability company. The receiver has only the rights of
19-24 an assignee. The court may make all other orders, directions,
19-25 accounts and inquiries that the judgment debtor might have made or
19-26 which the circumstances of the case may require.
19-27 3. A charging order constitutes a lien on the member’s interest
19-28 of the judgment debtor. The court may order a foreclosure of the
19-29 member’s interest subject to the charging order at any time. The
19-30 purchaser at the foreclosure sale has only the rights of an assignee.
19-31 4. Unless otherwise provided in the articles of organization or
19-32 operating agreement, at any time before foreclosure, a member’s
19-33 interest charged may be redeemed:
19-34 (a) By the judgment debtor;
19-35 (b) With property other than property of the limited-liability
19-36 company, by one or more of the other members; or
19-37 (c) By the limited-liability company with the consent of all of
19-38 the members whose interests are not so charged.
19-39 5.]This section [provides] :
19-40 (a) Provides the exclusive remedy by which a judgment creditor
19-41 of a member or an assignee of a member may satisfy a judgment out
19-42 of the member’s interest of the judgment debtor.
19-43 [6. No creditor of a member has any right to obtain possession
19-44 of, or otherwise exercise legal or equitable remedies with respect to,
19-45 the property of the limited-liability company.
20-1 7. This section does]
20-2 (b) Does not deprive any member of the benefit of any
20-3 exemption applicable to his interest.
20-4 Sec. 31. NRS 86.561 is hereby amended to read as follows:
20-5 86.561 1. The Secretary of State shall charge and collect for:
20-6 (a) Filing the original articles of organization, or for registration
20-7 of a foreign company, [$175;] $75;
20-8 (b) Amending or restating the articles of organization, amending
20-9 the registration of a foreign company or filing a certificate of
20-10 correction, [$150;] $175;
20-11 (c) Filing the articles of dissolution of a domestic or foreign
20-12 company, [$60;] $75;
20-13 (d) Filing a statement of change of address of a records or
20-14 registered office, or change of the resident agent, [$30;] $60;
20-15 (e) Certifying articles of organization or an amendment to the
20-16 articles, in both cases where a copy is provided, [$20;] $30;
20-17 (f) Certifying an authorized printed copy of this chapter,
20-18 [$20;] $30;
20-19 (g) Reserving a name for a limited-liability company,
20-20 [$20;] $25;
20-21 (h) Filing a certificate of cancellation, [$60;] $75;
20-22 (i) Executing, filing or certifying any other document, [$40;]
20-23 $50; and
20-24 (j) Copies made at the Office of the Secretary of State, [$1] $2
20-25 per page.
20-26 2. The Secretary of State shall charge and collect at the time of
20-27 any service of process on him as agent for service of process of a
20-28 limited-liability company, [$10] $100 which may be recovered as
20-29 taxable costs by the party to the action causing the service to be
20-30 made if the party prevails in the action.
20-31 3. Except as otherwise provided in this section, the fees set
20-32 forth in NRS 78.785 apply to this chapter.
20-33 Sec. 32. NRS 86.568 is hereby amended to read as follows:
20-34 86.568 1. A limited-liability company may correct a
20-35 document filed by the Secretary of State with respect to the limited-
20-36 liability company if the document contains an inaccurate record of a
20-37 company action described in the document or was defectively
20-38 executed, attested, sealed, verified or acknowledged.
20-39 2. To correct a document, the limited-liability company must:
20-40 (a) Prepare a certificate of correction that:
20-41 (1) States the name of the limited-liability company;
20-42 (2) Describes the document, including, without limitation, its
20-43 filing date;
20-44 (3) Specifies the inaccuracy or defect;
21-1 (4) Sets forth the inaccurate or defective portion of the
21-2 document in an accurate or corrected form; and
21-3 (5) Is signed by a manager of the company, or if
21-4 management is not vested in a manager, by a member of the
21-5 company.
21-6 (b) Deliver the certificate to the Secretary of State for filing.
21-7 (c) Pay a filing fee of [$150] $175 to the Secretary of State.
21-8 3. A certificate of correction is effective on the effective date
21-9 of the document it corrects except as to persons relying on the
21-10 uncorrected document and adversely affected by the correction. As
21-11 to those persons, the certificate is effective when filed.
21-12 Sec. 33. NRS 86.580 is hereby amended to read as follows:
21-13 86.580 1. A limited-liability company which did exist or is
21-14 existing pursuant to the laws of this state may, upon complying with
21-15 the provisions of NRS 86.276, procure a renewal or revival of its
21-16 charter for any period, together with all the rights, franchises,
21-17 privileges and immunities, and subject to all its existing and
21-18 preexisting debts, duties and liabilities secured or imposed by its
21-19 original charter and amendments thereto, or existing charter, by
21-20 filing:
21-21 (a) A certificate with the Secretary of State, which must set
21-22 forth:
21-23 (1) The name of the limited-liability company, which must
21-24 be the name of the limited-liability company at the time of the
21-25 renewal or revival, or its name at the time its original charter
21-26 expired.
21-27 (2) The name of the person lawfully designated as the
21-28 resident agent of the limited-liability company, his street address for
21-29 the service of process, and his mailing address if different from his
21-30 street address.
21-31 (3) The date when the renewal or revival of the charter is to
21-32 commence or be effective, which may be, in cases of a revival,
21-33 before the date of the certificate.
21-34 (4) Whether or not the renewal or revival is to be perpetual,
21-35 and, if not perpetual, the time for which the renewal or revival is to
21-36 continue.
21-37 (5) That the limited-liability company desiring to renew or
21-38 revive its charter is, or has been, organized and carrying on the
21-39 business authorized by its existing or original charter and
21-40 amendments thereto, and desires to renew or continue through
21-41 revival its existence pursuant to and subject to the provisions of this
21-42 chapter.
21-43 (b) A list of its managers, or if there are no managers, all its
21-44 managing members and their post office box or street addresses,
21-45 either residence or business.
22-1 2. A limited-liability company whose charter has not expired
22-2 and is being renewed shall cause the certificate to be signed by its
22-3 manager, or if there is no manager, by a person designated by its
22-4 members. The certificate must be approved by a majority in interest.
22-5 3. A limited-liability company seeking to revive its original or
22-6 amended charter shall cause the certificate to be signed by a person
22-7 or persons designated or appointed by the members. The execution
22-8 and filing of the certificate must be approved by the written consent
22-9 of a majority in interest and must contain a recital that this consent
22-10 was secured. The limited-liability company shall pay to the
22-11 Secretary of State the fee required to establish a new limited-
22-12 liability company pursuant to the provisions of this chapter.
22-13 4. The filed certificate, or a copy thereof which has been
22-14 certified under the hand and seal of the Secretary of State, must be
22-15 received in all courts and places as prima facie evidence of the facts
22-16 therein stated and of the existence of the limited-liability company
22-17 therein named.
22-18 Sec. 34. NRS 87.460 is hereby amended to read as follows:
22-19 87.460 1. A certificate of registration of a registered limited-
22-20 liability partnership may be amended by filing with the Secretary of
22-21 State a certificate of amendment. The certificate of amendment must
22-22 set forth:
22-23 (a) The name of the registered limited-liability partnership;
22-24 (b) The dates on which the registered limited-liability
22-25 partnership filed its original certificate of registration and any other
22-26 certificates of amendment; and
22-27 (c) The change to the information contained in the original
22-28 certificate of registration or any other certificates of amendment.
22-29 2. The certificate of amendment must be:
22-30 (a) Signed by a managing partner of the registered limited-
22-31 liability partnership; and
22-32 (b) Accompanied by a fee of [$150.] $175.
22-33 Sec. 35. NRS 87.470 is hereby amended to read as follows:
22-34 87.470 The registration of a registered limited-liability
22-35 partnership is effective until:
22-36 1. Its certificate of registration is revoked pursuant to
22-37 NRS 87.520; or
22-38 2. The registered limited-liability partnership files with the
22-39 Secretary of State a written notice of withdrawal executed by a
22-40 managing partner. The notice must be accompanied by a fee of
22-41 [$60.] $75.
22-42 Sec. 36. NRS 87.490 is hereby amended to read as follows:
22-43 87.490 1. If a registered limited-liability partnership wishes
22-44 to change the location of its principal office in this state or its
23-1 resident agent, it shall first file with the Secretary of State a
23-2 certificate of change that sets forth:
23-3 (a) The name of the registered limited-liability partnership;
23-4 (b) The street address of its principal office;
23-5 (c) If the location of its principal office will be changed, the
23-6 street address of its new principal office;
23-7 (d) The name of its resident agent; and
23-8 (e) If its resident agent will be changed, the name of its new
23-9 resident agent.
23-10 The certificate of acceptance of its new resident agent must
23-11 accompany the certificate of change. For the purposes of this
23-12 subsection, if the resident agent is a corporation, limited-liability
23-13 company, limited-liability partnership, limited partnership,
23-14 limited-liability limited partnership or business trust and the name
23-15 of the resident agent is changed as a result of a merger,
23-16 conversion, exchange, sale, reorganization or amendment, the
23-17 registered limited-liability partnership is not required to file a
23-18 certificate of change.
23-19 2. A certificate of change filed pursuant to this section must be:
23-20 (a) Signed by a managing partner of the registered limited-
23-21 liability partnership; and
23-22 (b) Accompanied by a fee of [$30.] $60.
23-23 Sec. 37. NRS 87.510 is hereby amended to read as follows:
23-24 87.510 1. A registered limited-liability partnership shall, on
23-25 or before the first day of the second month after the filing of its
23-26 certificate of registration with the Secretary of State, and annually
23-27 thereafter on or before the last day of the month in which the
23-28 anniversary date of the filing of its certificate of registration with the
23-29 Secretary of State occurs, file with the Secretary of State, on a form
23-30 furnished by him, a list that contains:
23-31 (a) The name of the registered limited-liability partnership;
23-32 (b) The file number of the registered limited-liability
23-33 partnership, if known;
23-34 (c) The names of all of its managing partners;
23-35 (d) The mailing or street address, either residence or business, of
23-36 each managing partner;
23-37 (e) The name and street address of the lawfully designated
23-38 resident agent of the registered limited-liability partnership; and
23-39 (f) The signature of a managing partner of the registered limited-
23-40 liability partnership certifying that the list is true, complete and
23-41 accurate.
23-42 Each list filed pursuant to this subsection must be accompanied by a
23-43 declaration under penalty of perjury that the registered limited-
23-44 liability partnership has complied with the provisions of chapter
23-45 364A of NRS.
24-1 2. Upon filing:
24-2 (a) The initial list required by subsection 1, the registered
24-3 limited-liability partnership shall pay to the Secretary of State a fee
24-4 of [$165.] $125.
24-5 (b) Each annual list required by subsection 1, the registered
24-6 limited-liability partnership shall pay to the Secretary of State a fee
24-7 of [$85.] $125.
24-8 3. The Secretary of State shall, at least 60 days before the last
24-9 day for filing each annual list required by subsection 1, cause to be
24-10 mailed to the registered limited-liability partnership a notice of the
24-11 fee due pursuant to subsection 2 and a reminder to file the annual
24-12 list required by subsection 1. The failure of any registered limited-
24-13 liability partnership to receive a notice or form does not excuse it
24-14 from complying with the provisions of this section.
24-15 4. If the list to be filed pursuant to the provisions of subsection
24-16 1 is defective, or the fee required by subsection 2 is not paid, the
24-17 Secretary of State may return the list for correction or payment.
24-18 5. An annual list that is filed by a registered limited-liability
24-19 partnership which is not in default more than 60 days before it is due
24-20 shall be deemed an amended list for the previous year and does not
24-21 satisfy the requirements of subsection 1 for the year to which the
24-22 due date is applicable.
24-23 Sec. 38. NRS 87.520 is hereby amended to read as follows:
24-24 87.520 1. A registered limited-liability partnership that fails
24-25 to comply with the provisions of NRS 87.510 is in default.
24-26 2. Any registered limited-liability partnership that is in default
24-27 pursuant to subsection 1 must, in addition to the fee required to be
24-28 paid pursuant to NRS 87.510, pay a penalty of [$50.] $75.
24-29 3. On or before the 15th day of the third month after the month
24-30 in which the fee required to be paid pursuant to NRS 87.510 is due,
24-31 the Secretary of State shall notify, by certified mail, the resident
24-32 agent of any registered limited-liability partnership that is in default.
24-33 The notice must include the amount of any payment that is due from
24-34 the registered limited-liability partnership.
24-35 4. If a registered limited-liability partnership fails to pay the
24-36 amount that is due, the certificate of registration of the registered
24-37 limited-liability partnership shall be deemed revoked on the first day
24-38 of the ninth month after the month in which the fee required to be
24-39 paid pursuant to NRS 87.510 was due. The Secretary of State shall
24-40 notify a registered limited-liability partnership, by certified mail,
24-41 addressed to its resident agent or, if the registered limited-liability
24-42 partnership does not have a resident agent, to a managing partner,
24-43 that its certificate of registration is revoked and the amount of any
24-44 fees and penalties that are due.
25-1 Sec. 39. NRS 87.530 is hereby amended to read as follows:
25-2 87.530 1. Except as otherwise provided in subsection 3, the
25-3 Secretary of State shall reinstate the certificate of registration of a
25-4 registered limited-liability partnership that is revoked pursuant to
25-5 NRS 87.520 if the registered limited-liability partnership:
25-6 (a) Files with the Secretary of State [the] :
25-7 (1) The information required by NRS 87.510; and
25-8 (2) A certificate of acceptance of appointment signed by its
25-9 resident agent; and
25-10 (b) Pays to the Secretary of State:
25-11 (1) The fee required to be paid by [that section;]
25-12 NRS 87.510;
25-13 (2) Any penalty required to be paid pursuant to NRS 87.520;
25-14 and
25-15 (3) A reinstatement fee of [$200.] $300.
25-16 2. Upon reinstatement of a certificate of registration pursuant
25-17 to this section, the Secretary of State shall:
25-18 (a) Deliver to the registered limited-liability partnership a
25-19 certificate of reinstatement authorizing it to transact business
25-20 retroactively from the date the fee required by NRS 87.510 was due;
25-21 and
25-22 (b) Upon request, issue to the registered limited-liability
25-23 partnership one or more certified copies of the certificate of
25-24 reinstatement.
25-25 3. The Secretary of State shall not reinstate the certificate of
25-26 registration of a registered limited-liability partnership if the
25-27 certificate was revoked pursuant to NRS 87.520 at least 5 years
25-28 before the date of the proposed reinstatement.
25-29 Sec. 40. NRS 87.547 is hereby amended to read as follows:
25-30 87.547 1. A limited-liability partnership may correct a
25-31 document filed by the Secretary of State with respect to the limited-
25-32 liability partnership if the document contains an inaccurate record of
25-33 a partnership action described in the document or was defectively
25-34 executed, attested, sealed, verified or acknowledged.
25-35 2. To correct a document, the limited-liability partnership
25-36 must:
25-37 (a) Prepare a certificate of correction that:
25-38 (1) States the name of the limited-liability partnership;
25-39 (2) Describes the document, including, without limitation, its
25-40 filing date;
25-41 (3) Specifies the inaccuracy or defect;
25-42 (4) Sets forth the inaccurate or defective portion of the
25-43 document in an accurate or corrected form; and
25-44 (5) Is signed by a managing partner of the limited-liability
25-45 partnership.
26-1 (b) Deliver the certificate to the Secretary of State for filing.
26-2 (c) Pay a filing fee of [$150] $175 to the Secretary of State.
26-3 3. A certificate of correction is effective on the effective date
26-4 of the document it corrects except as to persons relying on the
26-5 uncorrected document and adversely affected by the correction. As
26-6 to those persons, the certificate is effective when filed.
26-7 Sec. 41. NRS 87.550 is hereby amended to read as follows:
26-8 87.550 In addition to any other fees required by NRS 87.440 to
26-9 87.540, inclusive, and 87.560, the Secretary of State shall charge
26-10 and collect the following fees for services rendered pursuant to
26-11 those sections:
26-12 1. For certifying documents required by NRS 87.440 to 87.540,
26-13 inclusive, and 87.560, [$20] $30 per certification.
26-14 2. For executing a certificate verifying the existence of a
26-15 registered limited-liability partnership, if the registered limited-
26-16 liability partnership has not filed a certificate of amendment,
26-17 [$40.] $50.
26-18 3. For executing a certificate verifying the existence of a
26-19 registered limited-liability partnership, if the registered limited-
26-20 liability partnership has filed a certificate of amendment, [$40.] $50.
26-21 4. For executing, certifying or filing any certificate or
26-22 document not required by NRS 87.440 to 87.540, inclusive, and
26-23 87.560, [$40.] $50.
26-24 5. For any copies made by the Office of the Secretary of State,
26-25 [$1] $2 per page.
26-26 6. For examining and provisionally approving any document
26-27 before the document is presented for filing, [$100.] $125.
26-28 Sec. 42. Chapter 88 of NRS is hereby amended by adding
26-29 thereto the provisions set forth as sections 43 to 50, inclusive, of this
26-30 act.
26-31 Sec. 43. 1. To become a registered limited-liability limited
26-32 partnership, a limited partnership shall file with the Secretary of
26-33 State a certificate of registration stating each of the following:
26-34 (a) The name of the limited partnership.
26-35 (b) The street address of its principal office.
26-36 (c) The name of the person designated as the resident agent of
26-37 the limited partnership, the street address of the resident agent
26-38 where process may be served upon the partnership and the mailing
26-39 address of the resident agent if it is different from his street
26-40 address.
26-41 (d) The name and business address of each organizer
26-42 executing the certificate.
26-43 (e) The name and business address of each initial general
26-44 partner.
27-1 (f) A brief statement of the professional service rendered by the
27-2 limited partnership.
27-3 (g) That the limited partnership thereafter will be a registered
27-4 limited-liability limited partnership.
27-5 (h) Any other information that the limited partnership wishes
27-6 to include.
27-7 2. The certificate of registration must be executed by the vote
27-8 necessary to amend the partnership agreement or, in the case of a
27-9 partnership agreement that expressly considers contribution
27-10 obligations, the vote necessary to amend those provisions.
27-11 3. The Secretary of State shall register as a registered limited-
27-12 liability limited partnership any limited partnership that submits a
27-13 completed certificate of registration with the required fee.
27-14 4. The registration of a registered limited-liability limited
27-15 partnership is effective at the time of the filing of the certificate of
27-16 registration.
27-17 Sec. 44. 1. The name proposed for a registered limited-
27-18 liability limited partnership must contain the words “Limited-
27-19 Liability Limited Partnership” or “Registered Limited-Liability
27-20 Limited Partnership” or the abbreviation “L.L.L.P.” or “LLLP”
27-21 as the last words or letters of the name and must be
27-22 distinguishable on the records of the Secretary of State from the
27-23 names of all other artificial persons formed, organized, registered
27-24 or qualified pursuant to the provisions of this title that are on file
27-25 in the Office of the Secretary of State and all names that are
27-26 reserved in the Office of the Secretary of State pursuant to the
27-27 provisions of this title. If the name of the registered limited-
27-28 liability limited partnership on a certificate of registration of
27-29 limited-liability limited partnership submitted to the Secretary of
27-30 State is not distinguishable from any name on file or reserved
27-31 name, the Secretary of State shall return the certificate to the
27-32 person who signed it, unless the written, acknowledged consent to
27-33 the same name of the holder of the name on file or reserved name
27-34 to use the name accompanies the certificate.
27-35 2. For the purposes of this section, a proposed name is not
27-36 distinguishable from a name on file or reserved name solely
27-37 because one or the other contains distinctive lettering, a distinctive
27-38 mark, a trademark or a trade name, or any combination of these.
27-39 3. The name of a registered limited-liability limited
27-40 partnership whose right to transact business has been forfeited,
27-41 which has merged and is not the surviving entity or whose
27-42 existence has otherwise terminated is available for use by any
27-43 other artificial person.
27-44 4. The Secretary of State may adopt regulations that interpret
27-45 the requirements of this section.
28-1 Sec. 45. The registration of a registered limited-liability
28-2 limited partnership is effective until:
28-3 1. Its certificate of registration is revoked pursuant to NRS
28-4 88.405; or
28-5 2. The registered limited-liability limited partnership files
28-6 with the Secretary of State a written notice of withdrawal executed
28-7 by a general partner. The notice must be accompanied by a fee
28-8 of $60.
28-9 Sec. 46. The status of a limited partnership as a registered
28-10 limited-liability limited partnership, and the liability of its
28-11 partners, are not affected by errors in the information contained
28-12 in a certificate of registration or an annual list required to be filed
28-13 with the Secretary of State, or by changes after the filing of such a
28-14 certificate or list in the information contained in the certificate or
28-15 list.
28-16 Sec. 47. 1. Notwithstanding any provision in a partnership
28-17 agreement that may have existed before a limited partnership
28-18 became a registered limited-liability limited partnership pursuant
28-19 to section 43 of this act, if a registered limited-liability limited
28-20 partnership incurs a debt or liability:
28-21 (a) The debt or liability is solely the responsibility of the
28-22 registered limited-liability limited partnership; and
28-23 (b) A partner of a registered limited-liability limited
28-24 partnership is not individually liable for the debt or liability by way
28-25 of acting as a partner.
28-26 2. For purposes of this section, the failure of a registered
28-27 limited-liability limited partnership to observe the formalities or
28-28 requirements relating to the management of the registered limited-
28-29 liability limited partnership, in and of itself, is not sufficient to
28-30 establish grounds for imposing personal liability on a partner for a
28-31 debt or liability of the registered limited-liability limited
28-32 partnership.
28-33 Sec. 48. 1. Except as otherwise provided by specific statute,
28-34 no partner of a registered limited-liability limited partnership is
28-35 individually liable for a debt or liability of the registered limited-
28-36 liability limited partnership, unless the partner acts as the alter
28-37 ego of the registered limited-liability limited partnership.
28-38 2. A partner acts as the alter ego of a registered limited-
28-39 liability limited partnership if:
28-40 (a) The registered limited-liability limited partnership is
28-41 influenced and governed by the partner;
28-42 (b) There is such unity of interest and ownership that the
28-43 registered limited-liability limited partnership and the partner are
28-44 inseparable from each other; and
29-1 (c) Adherence to the fiction of a separate entity would sanction
29-2 fraud or promote a manifest injustice.
29-3 3. The question of whether a partner acts as the alter ego of a
29-4 registered limited-liability limited partnership must be determined
29-5 by the court as a matter of law.
29-6 Sec. 49. To the extent permitted by the law of that
29-7 jurisdiction:
29-8 1. A limited partnership, including a registered limited-
29-9 liability limited partnership, formed and existing under this
29-10 chapter, may conduct its business, carry on its operations, and
29-11 exercise the powers granted by this chapter in any state, territory,
29-12 district or possession of the United States or in any foreign
29-13 country.
29-14 2. The internal affairs of a limited partnership, including a
29-15 registered limited-liability limited partnership, formed and existing
29-16 under this chapter, including the liability of partners for debts,
29-17 obligations and liabilities of or chargeable to the partnership, are
29-18 governed by the laws of this state.
29-19 Sec. 50. The name of a foreign registered limited-liability
29-20 limited partnership that is doing business in this state must
29-21 contain the words “Limited-Liability Limited Partnership” or
29-22 “Registered Limited-Liability Limited Partnership” or the
29-23 abbreviations “L.L.L.P.” or “LLLP,” or such other words or
29-24 abbreviations as may be required or authorized by the laws of the
29-25 other jurisdiction, as the last words or letters of the name.
29-26 Sec. 51. NRS 88.315 is hereby amended to read as follows:
29-27 88.315 As used in this chapter, unless the context otherwise
29-28 requires:
29-29 1. “Certificate of limited partnership” means the certificate
29-30 referred to in NRS 88.350, and the certificate as amended or
29-31 restated.
29-32 2. “Contribution” means any cash, property, services rendered,
29-33 or a promissory note or other binding obligation to contribute cash
29-34 or property or to perform services, which a partner contributes to a
29-35 limited partnership in his capacity as a partner.
29-36 3. “Event of withdrawal of a general partner” means an event
29-37 that causes a person to cease to be a general partner as provided in
29-38 NRS 88.450.
29-39 4. “Foreign limited partnership” means a partnership formed
29-40 under the laws of any state other than this state and having as
29-41 partners one or more general partners and one or more limited
29-42 partners.
29-43 5. “Foreign registered limited-liability limited partnership”
29-44 means a foreign limited-liability limited partnership:
30-1 (a) Formed pursuant to an agreement governed by the laws of
30-2 another state; and
30-3 (b) Registered pursuant to and complying with NRS 88.570 to
30-4 88.605, inclusive, and section 50 of this act.
30-5 6. “General partner” means a person who has been admitted to
30-6 a limited partnership as a general partner in accordance with the
30-7 partnership agreement and named in the certificate of limited
30-8 partnership as a general partner.
30-9 [6.] 7. “Limited partner” means a person who has been
30-10 admitted to a limited partnership as a limited partner in accordance
30-11 with the partnership agreement.
30-12 [7.] 8. “Limited partnership” and “domestic limited
30-13 partnership” mean a partnership formed by two or more persons
30-14 under the laws of this state and having one or more general partners
30-15 and one or more limited partners.
30-16 [8.] 9. “Partner” means a limited or general partner.
30-17 [9.] 10. “Partnership agreement” means any valid agreement,
30-18 written or oral, of the partners as to the affairs of a limited
30-19 partnership and the conduct of its business.
30-20 [10.] 11. “Partnership interest” means a partner’s share of the
30-21 profits and losses of a limited partnership and the right to receive
30-22 distributions of partnership assets.
30-23 [11.] 12. “Registered limited-liability limited partnership”
30-24 means a limited partnership:
30-25 (a) Formed pursuant to an agreement governed by this
30-26 chapter; and
30-27 (b) Registered pursuant to and complying with NRS 88.350 to
30-28 88.415, inclusive, and sections 43, 44 and 45 of this act.
30-29 13. “Registered office” means the office maintained at the
30-30 street address of the resident agent.
30-31 [12.] 14. “Resident agent” means the agent appointed by the
30-32 limited partnership upon whom process or a notice or demand
30-33 authorized by law to be served upon the limited partnership may be
30-34 served.
30-35 [13.] 15. “Sign” means to affix a signature to a document.
30-36 [14.] 16. “Signature” means a name, word or mark executed or
30-37 adopted by a person with the present intention to authenticate a
30-38 document. The term includes, without limitation, an electronic
30-39 signature as defined in NRS 719.100.
30-40 [15.] 17. “State” means a state, territory or possession of the
30-41 United States, the District of Columbia or the Commonwealth of
30-42 Puerto Rico.
30-43 [16.] 18. “Street address” of a resident agent means the actual
30-44 physical location in this state at which a resident is available for
30-45 service of process.
31-1 Sec. 52. NRS 88.320 is hereby amended to read as follows:
31-2 88.320 1. [The] Except as otherwise provided in section 44
31-3 of this act, the name proposed for a limited partnership as set forth
31-4 in its certificate of limited partnership:
31-5 (a) Must contain the words “limited partnership,” or the
31-6 abbreviation “LP” or “L.P.” ;
31-7 (b) May not contain the name of a limited partner unless:
31-8 (1) It is also the name of a general partner or the corporate
31-9 name of a corporate general partner; or
31-10 (2) The business of the limited partnership had been carried
31-11 on under that name before the admission of that limited partner; and
31-12 (c) Must be distinguishable on the records of the Secretary of
31-13 State from the names of all other artificial persons formed,
31-14 organized, registered or qualified pursuant to the provisions of this
31-15 title that are on file in the Office of the Secretary of State and all
31-16 names that are reserved in the Office of the Secretary of State
31-17 pursuant to the provisions of this title. If the name on the certificate
31-18 of limited partnership submitted to the Secretary of State is not
31-19 distinguishable from any name on file or reserved name, the
31-20 Secretary of State shall return the certificate to the filer, unless
31-21 the written, acknowledged consent to the use of the same or the
31-22 requested similar name of the holder of the name on file or reserved
31-23 name accompanies the certificate of limited partnership.
31-24 2. For the purposes of this section, a proposed name is not
31-25 distinguished from a name on file or reserved name solely because
31-26 one or the other contains distinctive lettering, a distinctive mark, a
31-27 trademark or a trade name, or any combination of these.
31-28 3. The name of a limited partnership whose right to transact
31-29 business has been forfeited, which has merged and is not the
31-30 surviving entity or whose existence has otherwise terminated is
31-31 available for use by any other artificial person.
31-32 4. The Secretary of State may adopt regulations that interpret
31-33 the requirements of this section.
31-34 Sec. 53. NRS 88.331 is hereby amended to read as follows:
31-35 88.331 1. If a limited partnership created pursuant to this
31-36 chapter desires to change its resident agent, the change may be
31-37 effected by filing with the Secretary of State a certificate of change,
31-38 signed by a general partner, which sets forth:
31-39 (a) The name of the limited partnership;
31-40 (b) The name and street address of its present resident agent; and
31-41 (c) The name and street address of the new resident agent.
31-42 2. The new resident agent’s certificate of acceptance must be a
31-43 part of or attached to the certificate of change.
31-44 3. For the purposes of this section, if the resident agent is a
31-45 corporation, limited-liability company, limited-liability
32-1 partnership, limited partnership, limited-liability limited
32-2 partnership or business trust and the name of the resident agent is
32-3 changed as a result of a merger, conversion, exchange, sale,
32-4 reorganization or amendment, the limited partnership is not
32-5 required to file a certificate of change.
32-6 4. The change authorized by this section becomes effective
32-7 upon the filing of the certificate of change.
32-8 Sec. 54. NRS 88.335 is hereby amended to read as follows:
32-9 88.335 1. A limited partnership shall keep at the office
32-10 referred to in paragraph (a) of subsection 1 of NRS 88.330 the
32-11 following:
32-12 (a) A current list of the full name and last known business
32-13 address of each partner , separately identifying the general partners
32-14 in alphabetical order and the limited partners in alphabetical order;
32-15 (b) A copy of the certificate of limited partnership and all
32-16 certificates of amendment thereto, together with executed copies of
32-17 any powers of attorney pursuant to which any certificate has been
32-18 executed;
32-19 (c) Copies of the limited partnership’s federal, state, and local
32-20 income tax returns and reports, if any, for the 3 most recent years;
32-21 (d) Copies of any then effective written partnership agreements
32-22 [and] ;
32-23 (e) Copies of any financial statements of the limited partnership
32-24 for the 3 most recent years; and
32-25 [(e)] (f) Unless contained in a written partnership agreement, a
32-26 writing setting out:
32-27 (1) The amount of cash and a description and statement of
32-28 the agreed value of the other property or services contributed by
32-29 each partner and which each partner has agreed to contribute;
32-30 (2) The times at which or events on the happening of which
32-31 any additional contributions agreed to be made by each partner are
32-32 to be made;
32-33 (3) Any right of a partner to receive, or of a general partner
32-34 to make, distributions to a partner which include a return of all or
32-35 any part of the partner’s contribution; and
32-36 (4) Any events upon the happening of which the limited
32-37 partnership is to be dissolved and its affairs wound up.
32-38 2. In lieu of keeping at an office in this state the information
32-39 required in paragraphs (a), (c), (e) and (f) of subsection 1, the
32-40 limited partnership may keep a statement with the resident agent
32-41 setting out the name of the custodian of the information required
32-42 in paragraphs (a), (c), (e) and (f) of subsection 1, and the present
32-43 and complete post office address, including street and number, if
32-44 any, where the information required in paragraphs (a), (c), (e) and
32-45 (f) of subsection 1 is kept.
33-1 3. Records kept pursuant to this section are subject to
33-2 inspection and copying at the reasonable request, and at the expense,
33-3 of any partner during ordinary business hours.
33-4 Sec. 55. NRS 88.339 is hereby amended to read as follows:
33-5 88.339 1. A limited partnership may correct a document filed
33-6 by the Secretary of State with respect to the limited partnership if
33-7 the document contains an inaccurate record of a partnership action
33-8 described in the document or was defectively executed, attested,
33-9 sealed, verified or acknowledged.
33-10 2. To correct a document, the limited partnership must:
33-11 (a) Prepare a certificate of correction that:
33-12 (1) States the name of the limited partnership;
33-13 (2) Describes the document, including, without limitation, its
33-14 filing date;
33-15 (3) Specifies the inaccuracy or defect;
33-16 (4) Sets forth the inaccurate or defective portion of the
33-17 document in an accurate or corrected form; and
33-18 (5) Is signed by a general partner of the limited partnership.
33-19 (b) Deliver the certificate to the Secretary of State for filing.
33-20 (c) Pay a filing fee of [$150] $175 to the Secretary of State.
33-21 3. A certificate of correction is effective on the effective date
33-22 of the document it corrects except as to persons relying on the
33-23 uncorrected document and adversely affected by the correction. As
33-24 to those persons, the certificate is effective when filed.
33-25 Sec. 56. NRS 88.350 is hereby amended to read as follows:
33-26 88.350 1. In order to form a limited partnership, a certificate
33-27 of limited partnership must be executed and filed in the Office of the
33-28 Secretary of State. The certificate must set forth:
33-29 (a) The name of the limited partnership;
33-30 (b) The address of the office which contains records and the
33-31 name and address of the resident agent required to be maintained by
33-32 NRS 88.330;
33-33 (c) The name and [the] business address of each [general
33-34 partner;] organizer executing the certificate;
33-35 (d) The name and business address of each initial general
33-36 partner;
33-37 (e) The latest date upon which the limited partnership is to
33-38 dissolve; and
33-39 [(e)] (f) Any other matters the [general partners] organizers
33-40 determine to include therein.
33-41 2. A certificate of acceptance of appointment of a resident
33-42 agent, executed by the agent, must be filed with the certificate of
33-43 limited partnership.
33-44 3. A limited partnership is formed at the time of the filing of
33-45 the certificate of limited partnership and the certificate of acceptance
34-1 in the Office of the Secretary of State or at any later time specified
34-2 in the certificate of limited partnership if, in either case, there has
34-3 been substantial compliance with the requirements of this section.
34-4 Sec. 57. NRS 88.395 is hereby amended to read as follows:
34-5 88.395 1. A limited partnership shall, on or before the first
34-6 day of the second month after the filing of its certificate of limited
34-7 partnership with the Secretary of State, and annually thereafter on or
34-8 before the last day of the month in which the anniversary date of the
34-9 filing of its certificate of limited partnership occurs, file with the
34-10 Secretary of State, on a form furnished by him, a list that contains:
34-11 (a) The name of the limited partnership;
34-12 (b) The file number of the limited partnership, if known;
34-13 (c) The names of all of its general partners;
34-14 (d) The mailing or street address, either residence or business, of
34-15 each general partner;
34-16 (e) The name and street address of the lawfully designated
34-17 resident agent of the limited partnership; and
34-18 (f) The signature of a general partner of the limited partnership
34-19 certifying that the list is true, complete and accurate.
34-20 Each list filed pursuant to this subsection must be accompanied by a
34-21 declaration under penalty of perjury that the limited partnership has
34-22 complied with the provisions of chapter 364A of NRS.
34-23 2. [Upon] Except as otherwise provided in subsection 3, a
34-24 limited partnership shall, upon filing:
34-25 (a) The initial list required by subsection 1, [the limited
34-26 partnership shall] pay to the Secretary of State a fee of [$165.] $125.
34-27 (b) Each annual list required by subsection 1, [the limited
34-28 partnership shall] pay to the Secretary of State a fee of [$85.] $125.
34-29 3. A registered limited-liability limited partnership shall,
34-30 upon filing:
34-31 (a) The initial list required by subsection 1, pay to the
34-32 Secretary of State a fee of $125.
34-33 (b) Each annual list required by subsection 1, pay to the
34-34 Secretary of State a fee of $175.
34-35 4. The Secretary of State shall, 60 days before the last day for
34-36 filing each annual list required by subsection 1, cause to be mailed
34-37 to each limited partnership required to comply with the provisions
34-38 of this section which has not become delinquent a notice of the fee
34-39 due pursuant to the provisions of subsection 2 or 3, as appropriate,
34-40 and a reminder to file the annual list. Failure of any limited
34-41 partnership to receive a notice or form does not excuse it from the
34-42 penalty imposed by NRS 88.400.
34-43 [4.] 5. If the list to be filed pursuant to the provisions of
34-44 subsection 1 is defective or the fee required by subsection 2 or 3 is
35-1 not paid, the Secretary of State may return the list for correction or
35-2 payment.
35-3 [5.] 6. An annual list for a limited partnership not in default
35-4 that is received by the Secretary of State more than 60 days before
35-5 its due date shall be deemed an amended list for the previous year
35-6 and does not satisfy the requirements of subsection 1 for the year to
35-7 which the due date is applicable.
35-8 [6.] 7. A filing made pursuant to this section does not satisfy
35-9 the provisions of NRS 88.355 and may not be substituted for filings
35-10 submitted pursuant to NRS 88.355.
35-11 Sec. 58. NRS 88.400 is hereby amended to read as follows:
35-12 88.400 1. If a limited partnership has filed the list in
35-13 compliance with NRS 88.395 and has paid the appropriate fee for
35-14 the filing, the cancelled check received by the limited partnership
35-15 constitutes a certificate authorizing it to transact its business within
35-16 this state until the anniversary date of the filing of its certificate of
35-17 limited partnership in the next succeeding calendar year. If the
35-18 limited partnership desires a formal certificate upon its payment of
35-19 the annual fee, its payment must be accompanied by a self-
35-20 addressed, stamped envelope.
35-21 2. Each limited partnership which refuses or neglects to file the
35-22 list and pay the fee within the time provided is in default.
35-23 3. For default there must be added to the amount of the fee a
35-24 penalty of [$50,] $75, and unless the filings are made and the fee
35-25 and penalty are paid on or before the first day of the first
35-26 anniversary of the month following the month in which filing was
35-27 required, the defaulting limited partnership, by reason of its default,
35-28 forfeits its right to transact any business within this state.
35-29 Sec. 59. NRS 88.410 is hereby amended to read as follows:
35-30 88.410 1. Except as otherwise provided in subsections 3 and
35-31 4, the Secretary of State [may:
35-32 (a) Reinstate] shall reinstate any limited partnership which has
35-33 forfeited its right to transact business[; and
35-34 (b) Restore] under the provisions of this chapter and restore to
35-35 the limited partnership its right to carry on business in this state, and
35-36 to exercise its privileges and immunities[,
35-37 upon the filing] if it:
35-38 (a) Files with the Secretary of State [of the] :
35-39 (1) The list required pursuant to NRS 88.395[, and upon
35-40 payment] ; and
35-41 (2) A certificate of acceptance of appointment signed by the
35-42 resident agent; and
35-43 (b) Pays to the Secretary of State [of the] :
36-1 (1) The filing fee and penalty set forth in NRS 88.395 and
36-2 88.400 for each year or portion thereof during which the certificate
36-3 has been revoked[, and a] ; and
36-4 (2) A fee of [$200] $300 for reinstatement.
36-5 2. When payment is made and the Secretary of State reinstates
36-6 the limited partnership to its former rights, he shall:
36-7 (a) Immediately issue and deliver to the limited partnership a
36-8 certificate of reinstatement authorizing it to transact business as if
36-9 the filing fee had been paid when due; and
36-10 (b) Upon demand, issue to the limited partnership one or more
36-11 certified copies of the certificate of reinstatement.
36-12 3. The Secretary of State shall not order a reinstatement unless
36-13 all delinquent fees and penalties have been paid, and the revocation
36-14 occurred only by reason of failure to pay the fees and penalties.
36-15 4. If a limited partnership’s certificate has been revoked
36-16 pursuant to the provisions of this chapter and has remained revoked
36-17 for a period of 5 years, the certificate must not be reinstated.
36-18 Sec. 60. NRS 88.415 is hereby amended to read as follows:
36-19 88.415 The Secretary of State, for services relating to his
36-20 official duties and the records of his office, shall charge and collect
36-21 the following fees:
36-22 1. For filing a certificate of limited partnership, or for
36-23 registering a foreign limited partnership, [$175.] $75.
36-24 2. For filing a certificate of registration of limited-liability
36-25 limited partnership, or for registering a foreign registered limited-
36-26 liability limited partnership, $100.
36-27 3. For filing a certificate of amendment of limited partnership
36-28 or restated certificate of limited partnership, [$150.
36-29 3.] $175.
36-30 4. For filing a certificate of a change of location of the records
36-31 office of a limited partnership or the office of its resident agent, or a
36-32 designation of a new resident agent, [$30.
36-33 4.] $60.
36-34 5. For certifying a certificate of limited partnership, an
36-35 amendment to the certificate, or a certificate as amended where a
36-36 copy is provided, [$20] $30 per certification.
36-37 [5.] 6. For certifying an authorized printed copy of the limited
36-38 partnership law, [$20.
36-39 6.] $30.
36-40 7. For reserving a limited partnership name, or for executing,
36-41 filing or certifying any other document, [$20.
36-42 7.] $25.
36-43 8. For copies made at the Office of the Secretary of State, [$1]
36-44 $2 per page.
37-1 [8.] 9. For filing a certificate of cancellation of a limited
37-2 partnership, [$60.] $75.
37-3 Except as otherwise provided in this section, the fees set forth in
37-4 NRS 78.785 apply to this chapter.
37-5 Sec. 61. NRS 88.535 is hereby amended to read as follows:
37-6 88.535 1. On application to a court of competent jurisdiction
37-7 by any judgment creditor of a partner, the court may charge the
37-8 partnership interest of the partner with payment of the unsatisfied
37-9 amount of the judgment with interest. To the extent so charged, the
37-10 judgment creditor has only the rights of an assignee of the
37-11 partnership interest.
37-12 2. [The court may appoint a receiver of the share of the
37-13 distributions due or to become due to the judgment debtor in respect
37-14 of the partnership. The receiver has only the rights of an assignee.
37-15 The court may make all other orders, directions, accounts and
37-16 inquiries that the judgment debtor might have made or which the
37-17 circumstances of the case may require.
37-18 3. A charging order constitutes a lien on the partnership
37-19 interest of the judgment debtor. The court may order a foreclosure
37-20 of the partnership interest subject to the charging order at any time.
37-21 The purchaser at the foreclosure sale has only the rights of an
37-22 assignee.
37-23 4. Unless otherwise provided in the articles of organization or
37-24 operating agreement, at any time before foreclosure, a partnership
37-25 interest charged may be redeemed:
37-26 (a) By the judgment debtor;
37-27 (b) With property other than property of the limited partnership,
37-28 by one or more of the other partners; or
37-29 (c) By the limited partnership with the consent of all of the
37-30 partners whose interests are not so charged.
37-31 5.] This section [provides] :
37-32 (a) Provides the exclusive remedy by which a judgment creditor
37-33 of a partner or an assignee of a partner may satisfy a judgment out
37-34 of the partnership interest of the judgment debtor.
37-35 [6. No creditor of a partner has any right to obtain possession
37-36 of, or otherwise exercise legal or equitable remedies with respect to,
37-37 the property of the limited partnership.
37-38 7. This section does]
37-39 (b) Does not deprive any partner of the benefit of any exemption
37-40 laws applicable to his partnership interest.
37-41 Sec. 62. NRS 88.585 is hereby amended to read as follows:
37-42 88.585 [A] Except as otherwise provided in section 50 of this
37-43 act, a foreign limited partnership may register with the Secretary of
37-44 State under any name, whether or not it is the name under which it is
37-45 registered in its state of organization, that includes without
38-1 abbreviation the words “limited partnership” and that could be
38-2 registered by a domestic limited partnership.
38-3 Sec. 63. NRS 88A.540 is hereby amended to read as follows:
38-4 88A.540 1. If a business trust formed pursuant to this chapter
38-5 desires to change its resident agent, the change may be effected by
38-6 filing with the Secretary of State a certificate of change, signed by at
38-7 least one trustee of the business trust, setting forth:
38-8 (a) The name of the business trust;
38-9 (b) The name and street address of the present resident agent;
38-10 and
38-11 (c) The name and street address of the new resident agent.
38-12 2. A certificate of acceptance executed by the new resident
38-13 agent must be a part of or attached to the certificate of change.
38-14 3. For the purposes of this section, if the resident agent is a
38-15 corporation, limited-liability company, limited-liability
38-16 partnership, limited partnership, limited-liability limited
38-17 partnership or business trust and the name of the resident agent is
38-18 changed as a result of a merger, conversion, exchange, sale,
38-19 reorganization or amendment, the business trust is not required to
38-20 file a certificate of change.
38-21 4. The change authorized by this section becomes effective
38-22 upon the filing of the certificate of change.
38-23 Sec. 64. NRS 88A.600 is hereby amended to read as follows:
38-24 88A.600 1. A business trust formed pursuant to this chapter
38-25 shall, on or before the first day of the second month after the filing
38-26 of its certificate of trust with the Secretary of State, and annually
38-27 thereafter on or before the last day of the month in which the
38-28 anniversary date of the filing of its certificate of trust with the
38-29 Secretary of State occurs, file with the Secretary of State, on a form
38-30 furnished by him, a list signed by at least one trustee that contains
38-31 the name and mailing address of its lawfully designated resident
38-32 agent and at least one trustee. Each list filed pursuant to this
38-33 subsection must be accompanied by a declaration under penalty of
38-34 perjury that the business trust has complied with the provisions of
38-35 chapter 364A of NRS.
38-36 2. Upon filing:
38-37 (a) The initial list required by subsection 1, the business trust
38-38 shall pay to the Secretary of State a fee of [$165.] $125.
38-39 (b) Each annual list required by subsection 1, the business trust
38-40 shall pay to the Secretary of State a fee of [$85.] $125.
38-41 3. The Secretary of State shall, 60 days before the last day for
38-42 filing each annual list required by subsection 1, cause to be mailed
38-43 to each business trust which is required to comply with the
38-44 provisions of NRS 88A.600 to 88A.660, inclusive, and which has
38-45 not become delinquent, the blank forms to be completed and filed
39-1 with him. Failure of a business trust to receive the forms does not
39-2 excuse it from the penalty imposed by law.
39-3 4. An annual list for a business trust not in default which is
39-4 received by the Secretary of State more than 60 days before its due
39-5 date shall be deemed an amended list for the previous year.
39-6 Sec. 65. NRS 88A.630 is hereby amended to read as follows:
39-7 88A.630 1. Each business trust required to file the list and
39-8 pay the fee prescribed in NRS 88A.600 to 88A.660, inclusive,
39-9 which refuses or neglects to do so within the time provided shall be
39-10 deemed in default.
39-11 2. For default, there must be added to the amount of the fee a
39-12 penalty of [$50.] $75. The fee and penalty must be collected as
39-13 provided in this chapter.
39-14 Sec. 66. NRS 88A.650 is hereby amended to read as follows:
39-15 88A.650 1. Except as otherwise provided in subsection 3, the
39-16 Secretary of State shall reinstate a business trust which has forfeited
39-17 its right to transact business pursuant to the provisions of this
39-18 chapter and restore to the business trust its right to carry on business
39-19 in this state, and to exercise its privileges and immunities, if it:
39-20 (a) Files with the Secretary of State [the] :
39-21 (1) The list required by NRS 88A.600; and
39-22 (2) A certificate of acceptance of appointment signed by its
39-23 resident agent; and
39-24 (b) Pays to the Secretary of State:
39-25 (1) The filing fee and penalty set forth in NRS 88A.600 and
39-26 88A.630 for each year or portion thereof during which its certificate
39-27 of trust was revoked; and
39-28 (2) A fee of [$200] $300 for reinstatement.
39-29 2. When the Secretary of State reinstates the business trust, he
39-30 shall:
39-31 (a) Immediately issue and deliver to the business trust a
39-32 certificate of reinstatement authorizing it to transact business as if
39-33 the filing fee had been paid when due; and
39-34 (b) Upon demand, issue to the business trust one or more
39-35 certified copies of the certificate of reinstatement.
39-36 3. The Secretary of State shall not order a reinstatement unless
39-37 all delinquent fees and penalties have been paid, and the revocation
39-38 of the certificate of trust occurred only by reason of the failure to
39-39 file the list or pay the fees and penalties.
39-40 Sec. 67. NRS 88A.900 is hereby amended to read as follows:
39-41 88A.900 The Secretary of State shall charge and collect the
39-42 following fees for:
39-43 1. Filing an original certificate of trust, or for registering a
39-44 foreign business trust, [$175.] $75.
40-1 2. Filing an amendment or restatement, or a combination
40-2 thereof, to a certificate of trust, [$150.] $175.
40-3 3. Filing a certificate of cancellation, [$175.] $75.
40-4 4. Certifying a copy of a certificate of trust or an amendment or
40-5 restatement, or a combination thereof, [$20] $30 per certification.
40-6 5. Certifying an authorized printed copy of this chapter,
40-7 [$20.] $30.
40-8 6. Reserving a name for a business trust, [$20.] $25.
40-9 7. Executing a certificate of existence of a business trust which
40-10 does not list the previous documents relating to it, or a certificate of
40-11 change in the name of a business trust, [$40.] $50.
40-12 8. Executing a certificate of existence of a business trust which
40-13 lists the previous documents relating to it, [$40.
40-14 9. Filing a statement of change of address of the registered
40-15 office for each business trust, $30.
40-16 10.] $50.
40-17 9. Filing a statement of change of the [registered agent, $30.
40-18 11.] resident agent, $60.
40-19 10. Executing, certifying or filing any certificate or document
40-20 not otherwise provided for in this section, [$40.
40-21 12.] $50.
40-22 11. Examining and provisionally approving a document before
40-23 the document is presented for filing, [$100.
40-24 13.] $125.
40-25 12. Copying a document on file with him, for each page,
40-26 [$1.] $2.
40-27 Sec. 68. NRS 88A.930 is hereby amended to read as follows:
40-28 88A.930 1. A business trust may correct a document filed by
40-29 the Secretary of State with respect to the business trust if the
40-30 document contains an inaccurate record of a trust action described in
40-31 the document or was defectively executed, attested, sealed, verified
40-32 or acknowledged.
40-33 2. To correct a document, the business trust must:
40-34 (a) Prepare a certificate of correction that:
40-35 (1) States the name of the business trust;
40-36 (2) Describes the document, including, without limitation, its
40-37 filing date;
40-38 (3) Specifies the inaccuracy or defect;
40-39 (4) Sets forth the inaccurate or defective portion of the
40-40 document in an accurate or corrected form; and
40-41 (5) Is signed by a trustee of the business trust.
40-42 (b) Deliver the certificate to the Secretary of State for filing.
40-43 (c) Pay a filing fee of [$150] $175 to the Secretary of State.
40-44 3. A certificate of correction is effective on the effective date
40-45 of the document it corrects except as to persons relying on the
41-1 uncorrected document and adversely affected by the correction. As
41-2 to those persons, the certificate is effective when filed.
41-3 Sec. 69. NRS 89.210 is hereby amended to read as follows:
41-4 89.210 1. Within 30 days after the organization of a
41-5 professional association under this chapter, the association shall file
41-6 with the Secretary of State a copy of the articles of association, duly
41-7 executed, and shall pay at that time a filing fee of [$175.Any such
41-8 association formed as a common-law association before July 1,
41-9 1969, shall file, within 30 days after July 1, 1969, a certified copy of
41-10 its articles of association, with any amendments thereto, with the
41-11 Secretary of State, and shall pay at that time a filing fee of $25.]
41-12 $75. A copy of any amendments to the articles of association
41-13 [adopted after July 1, 1969,] must also be filed with the Secretary of
41-14 State within 30 days after the adoption of such amendments. Each
41-15 copy of amendments so filed must be certified as true and correct
41-16 and be accompanied by a filing fee of [$150.] $175.
41-17 2. The name of such a professional association must contain
41-18 the words “Professional Association,” “Professional Organization”
41-19 or the abbreviations “Prof. Ass’n” or “Prof. Org.” The association
41-20 may render professional services and exercise its authorized powers
41-21 under a fictitious name if the association has first registered the
41-22 name in the manner required under chapter 602 of NRS.
41-23 Sec. 70. NRS 89.250 is hereby amended to read as follows:
41-24 89.250 1. Except as otherwise provided in subsection 2, a
41-25 professional association shall, on or before the first day of the
41-26 second month after the filing of its articles of association with the
41-27 Secretary of State, and annually thereafter on or before the last day
41-28 of the month in which the anniversary date of its organization occurs
41-29 in each year, furnish a statement to the Secretary of State showing
41-30 the names and residence addresses of all members and employees in
41-31 the association and certifying that all members and employees are
41-32 licensed to render professional service in this state.
41-33 2. A professional association organized and practicing pursuant
41-34 to the provisions of this chapter and NRS 623.349 shall, on or
41-35 before the first day of the second month after the filing of its articles
41-36 of association with the Secretary of State, and annually thereafter on
41-37 or before the last day of the month in which the anniversary date of
41-38 its organization occurs in each year, furnish a statement to the
41-39 Secretary of State:
41-40 (a) Showing the names and residence addresses of all members
41-41 and employees of the association who are licensed or otherwise
41-42 authorized by law to render professional service in this state;
41-43 (b) Certifying that all members and employees who render
41-44 professional service are licensed or otherwise authorized by law to
41-45 render professional service in this state; and
42-1 (c) Certifying that all members who are not licensed to render
42-2 professional service in this state do not render professional service
42-3 on behalf of the association except as authorized by law.
42-4 3. Each statement filed pursuant to this section must be:
42-5 (a) Made on a form prescribed by the Secretary of State and
42-6 must not contain any fiscal or other information except that
42-7 expressly called for by this section.
42-8 (b) Signed by the chief executive officer of the association.
42-9 (c) Accompanied by a declaration under penalty of perjury that
42-10 the professional association has complied with the provisions of
42-11 chapter 364A of NRS.
42-12 4. Upon filing:
42-13 (a) The initial statement required by this section, the association
42-14 shall pay to the Secretary of State a fee of [$165.] $125.
42-15 (b) Each annual statement required by this section, the
42-16 association shall pay to the Secretary of State a fee of [$85.] $125.
42-17 5. As used in this section, “signed” means to have executed or
42-18 adopted a name, word or mark, including, without limitation, an
42-19 electronic signature as defined in NRS 719.100, with the present
42-20 intention to authenticate a document.
42-21 Sec. 71. NRS 89.252 is hereby amended to read as follows:
42-22 89.252 1. Each professional association that is required to
42-23 make a filing and pay the fee prescribed in NRS 89.250 but refuses
42-24 to do so within the time provided is in default.
42-25 2. For default, there must be added to the amount of the fee a
42-26 penalty of [$50.] $75. The fee and penalty must be collected as
42-27 provided in this chapter.
42-28 Sec. 72. NRS 89.256 is hereby amended to read as follows:
42-29 89.256 1. Except as otherwise provided in subsections 3 and
42-30 4, the Secretary of State shall reinstate any professional association
42-31 which has forfeited its right to transact business under the provisions
42-32 of this chapter and restore the right to carry on business in this state
42-33 and exercise its privileges and immunities if it:
42-34 (a) Files with the Secretary of State [the] :
42-35 (1) The statement and certification required by NRS 89.250;
42-36 and
42-37 (2) A certificate of acceptance of appointment signed by its
42-38 resident agent; and
42-39 (b) Pays to the Secretary of State:
42-40 (1) The filing fee and penalty set forth in NRS 89.250 and
42-41 89.252 for each year or portion thereof during which the articles of
42-42 association have been revoked; and
42-43 (2) A fee of [$200] $300 for reinstatement.
42-44 2. When the Secretary of State reinstates the association to its
42-45 former rights, he shall:
43-1 (a) Immediately issue and deliver to the association a certificate
43-2 of reinstatement authorizing it to transact business, as if the fees had
43-3 been paid when due; and
43-4 (b) Upon demand, issue to the association a certified copy of the
43-5 certificate of reinstatement.
43-6 3. The Secretary of State shall not order a reinstatement unless
43-7 all delinquent fees and penalties have been paid, and the revocation
43-8 of the [association’s] articles of association occurred only by reason
43-9 of [its] the failure to pay the fees and penalties.
43-10 4. If the articles of association of a professional association
43-11 have been revoked pursuant to the provisions of this chapter and
43-12 have remained revoked for 10 consecutive years, the articles must
43-13 not be reinstated.
43-14 Sec. 73. NRS 92A.190 is hereby amended to read as follows:
43-15 92A.190 1. One or more foreign entities may merge or enter
43-16 into an exchange of owner’s interests with one or more domestic
43-17 entities if:
43-18 (a) In a merger, the merger is permitted by the law of the
43-19 jurisdiction under whose law each foreign entity is organized and
43-20 governed and each foreign entity complies with that law in effecting
43-21 the merger;
43-22 (b) In an exchange, the entity whose owner’s interests will be
43-23 acquired is a domestic entity, whether or not an exchange of
43-24 owner’s interests is permitted by the law of the jurisdiction under
43-25 whose law the acquiring entity is organized;
43-26 (c) The foreign entity complies with NRS 92A.200 to 92A.240,
43-27 inclusive, if it is the surviving entity in the merger or acquiring
43-28 entity in the exchange and sets forth in the articles of merger or
43-29 exchange its address where copies of process may be sent by the
43-30 Secretary of State; and
43-31 (d) Each domestic entity complies with the applicable provisions
43-32 of NRS 92A.100 to 92A.180, inclusive, and, if it is the surviving
43-33 entity in the merger or acquiring entity in the exchange, with NRS
43-34 92A.200 to 92A.240, inclusive.
43-35 2. When the merger or exchange takes effect, the surviving
43-36 foreign entity in a merger and the acquiring foreign entity in an
43-37 exchange shall be deemed:
43-38 (a) To appoint the Secretary of State as its agent for service of
43-39 process in a proceeding to enforce any obligation or the rights of
43-40 dissenting owners of each domestic entity that was a party to the
43-41 merger or exchange. Service of such process must be made by
43-42 personally delivering to and leaving with the Secretary of State
43-43 duplicate copies of the process and the payment of a fee of [$50]
43-44 $100 for accepting and transmitting the process. The Secretary of
43-45 State shall forthwith send by registered or certified mail one of the
44-1 copies to the surviving or acquiring entity at its specified address,
44-2 unless the surviving or acquiring entity has designated in writing to
44-3 the Secretary of State a different address for that purpose, in which
44-4 case it must be mailed to the last address so designated.
44-5 (b) To agree that it will promptly pay to the dissenting owners of
44-6 each domestic entity that is a party to the merger or exchange the
44-7 amount, if any, to which they are entitled under or created pursuant
44-8 to NRS 92A.300 to 92A.500, inclusive.
44-9 3. This section does not limit the power of a foreign entity to
44-10 acquire all or part of the owner’s interests of one or more classes or
44-11 series of a domestic entity through a voluntary exchange or
44-12 otherwise.
44-13 Sec. 74. NRS 92A.195 is hereby amended to read as follows:
44-14 92A.195 1. One foreign entity or foreign general partnership
44-15 may convert into one domestic entity if:
44-16 (a) The conversion is permitted by the law of the jurisdiction
44-17 governing the foreign entity or foreign general partnership and the
44-18 foreign entity or foreign general partnership complies with that law
44-19 in effecting the conversion;
44-20 (b) The foreign entity or foreign general partnership complies
44-21 with the applicable provisions of NRS 92A.205 and, if it is the
44-22 resulting entity in the conversion, with NRS 92A.210 to 92A.240,
44-23 inclusive; and
44-24 (c) The domestic entity complies with the applicable provisions
44-25 of NRS 92A.105, 92A.120, 92A.135, 92A.140 and 92A.165 and, if
44-26 it is the resulting entity in the conversion, with NRS 92A.205 to
44-27 92A.240, inclusive.
44-28 2. When the conversion takes effect, the resulting foreign entity
44-29 in a conversion shall be deemed to have appointed the Secretary of
44-30 State as its agent for service of process in a proceeding to enforce
44-31 any obligation. Service of process must be made personally by
44-32 delivering to and leaving with the Secretary of State duplicate
44-33 copies of the process and the payment of a fee of [$25] $100 for
44-34 accepting and transmitting the process. The Secretary of State shall
44-35 send one of the copies of the process by registered or certified mail
44-36 to the resulting entity at its specified address, unless the resulting
44-37 entity has designated in writing to the Secretary of State a different
44-38 address for that purpose, in which case it must be mailed to the last
44-39 address so designated.
44-40 Sec. 75. NRS 92A.210 is hereby amended to read as follows:
44-41 92A.210 1. Except as otherwise provided in this section, the
44-42 fee for filing articles of merger, articles of conversion, articles of
44-43 exchange, articles of domestication or articles of termination is
44-44 [$325.] $350. The fee for filing the constituent documents of a
44-45 domestic resulting entity is the fee for filing the constituent
45-1 documents determined by the chapter of NRS governing the
45-2 particular domestic resulting entity.
45-3 2. The fee for filing articles of merger of two or more domestic
45-4 corporations is the difference between the fee computed at the rates
45-5 specified in NRS 78.760 upon the aggregate authorized stock of the
45-6 corporation created by the merger and the fee computed upon the
45-7 aggregate amount of the total authorized stock of the constituent
45-8 corporation.
45-9 3. The fee for filing articles of merger of one or more domestic
45-10 corporations with one or more foreign corporations is the difference
45-11 between the fee computed at the rates specified in NRS 78.760 upon
45-12 the aggregate authorized stock of the corporation created by the
45-13 merger and the fee computed upon the aggregate amount of the total
45-14 authorized stock of the constituent corporations which have paid the
45-15 fees required by NRS 78.760 and 80.050.
45-16 4. The fee for filing articles of merger of two or more domestic
45-17 or foreign corporations must not be less than [$325.] $350. The
45-18 amount paid pursuant to subsection 3 must not exceed $25,000.
45-19 Sec. 76. NRS 14.020 is hereby amended to read as follows:
45-20 14.020 1. Every corporation, limited-liability company,
45-21 limited-liability partnership, limited partnership, limited-liability
45-22 limited partnership, business trust and municipal corporation
45-23 created and existing under the laws of any other state, territory, or
45-24 foreign government, or the Government of the United States, doing
45-25 business in this state shall appoint and keep in this state a resident
45-26 agent who resides or is located in this state, upon whom all legal
45-27 process and any demand or notice authorized by law to be served
45-28 upon it may be served in the manner provided in subsection 2. The
45-29 corporation, limited-liability company, limited-liability partnership,
45-30 limited partnership, limited-liability limited partnership, business
45-31 trust or municipal corporation shall file with the Secretary of State a
45-32 certificate of acceptance of appointment signed by its resident agent.
45-33 The certificate must set forth the full name and address of the
45-34 resident agent. [The] A certificate of change of resident agent must
45-35 be [renewed] filed in the manner provided in title 7 of NRS
45-36 [whenever a change is made in the appointment or a vacancy occurs
45-37 in the agency.] if the corporation, limited-liability company,
45-38 limited-liability partnership, limited partnership, limited-liability
45-39 limited partnership, business trust or municipal corporation
45-40 desires to change its resident agent. For the purposes of this
45-41 subsection, if the resident agent is a corporation, limited-liability
45-42 company, limited-liability partnership, limited partnership,
45-43 limited-liability limited partnership or business trust and the name
45-44 of the resident agent is changed as a result of a merger,
45-45 conversion, exchange, sale, reorganization or amendment, the
46-1 corporation, limited-liability company, limited-liability
46-2 partnership, limited partnership, limited-liability limited
46-3 partnership, business trust or municipal corporation is not
46-4 required to file a certificate of change of resident agent in the
46-5 manner provided in title 7 of NRS.
46-6 2. All legal process and any demand or notice authorized by
46-7 law to be served upon the foreign corporation, limited-liability
46-8 company, limited-liability partnership, limited partnership, limited-
46-9 liability limited partnership, business trust or municipal corporation
46-10 may be served upon the resident agent personally or by leaving a
46-11 true copy thereof with a person of suitable age and discretion at the
46-12 address shown on the current certificate of acceptance filed with the
46-13 Secretary of State.
46-14 3. Subsection 2 provides an additional mode and manner of
46-15 serving process, demand or notice and does not affect the validity of
46-16 any other service authorized by law.
46-17 Sec. 77. NRS 104.9525 is hereby amended to read as follows:
46-18 104.9525 1. Except as otherwise provided in subsection 5,
46-19 the fee for filing and indexing a record under this part, other than an
46-20 initial financing statement of the kind described in subsection 2 of
46-21 NRS 104.9502, is:
46-22 (a) [Twenty] Forty dollars if the record is communicated in
46-23 writing and consists of one or two pages;
46-24 (b) [Forty] Sixty dollars if the record is communicated in writing
46-25 and consists of more than two pages, and [$1] $2 for each page over
46-26 20 pages;
46-27 (c) [Ten] Twenty dollars if the record is communicated by
46-28 another medium authorized by filing-office rule; and
46-29 (d) [One dollar] Two dollars for each additional debtor, trade
46-30 name or reference to another name under which business is done.
46-31 2. The filing officer may charge and collect [$1] $2 for each
46-32 page of copy or record of filings produced by him at the request of
46-33 any person.
46-34 3. Except as otherwise provided in subsection 5, the fee for
46-35 filing and indexing an initial financing statement of the kind
46-36 described in subsection 3 of NRS 104.9502 is:
46-37 (a) [Forty] Sixty dollars if the financing statement indicates that
46-38 it is filed in connection with a public-finance transaction; and
46-39 (b) [Twenty] Forty dollars if the financing statement indicates
46-40 that it is filed in connection with a manufactured-home transaction.
46-41 4. The fee for responding to a request for information from the
46-42 filing office, including for issuing a certificate showing whether
46-43 there is on file any financing statement naming a particular debtor,
46-44 is:
47-1 (a) [Twenty] Forty dollars if the request is communicated in
47-2 writing; and
47-3 (b) [Fifteen] Twenty dollars if the request is communicated by
47-4 another medium authorized by filing-office rule.
47-5 5. This section does not require a fee with respect to a
47-6 mortgage that is effective as a financing statement filed as a fixture
47-7 filing or as a financing statement covering as-extracted collateral or
47-8 timber to be cut under subsection 3 of NRS 104.9502. However, the
47-9 fees for recording and satisfaction which otherwise would be
47-10 applicable to the mortgage apply.
47-11 Sec. 78. NRS 105.070 is hereby amended to read as follows:
47-12 105.070 1. The Secretary of State or county recorder shall
47-13 mark any security instrument and any statement of change, merger
47-14 or consolidation presented for filing with the day and hour of filing
47-15 and the file number assigned to it. This mark is, in the absence of
47-16 other evidence, conclusive proof of the time and fact of presentation
47-17 for filing.
47-18 2. The Secretary of State or county recorder shall retain and
47-19 file all security instruments and statements of change, merger or
47-20 consolidation presented for filing.
47-21 3. The uniform fee for filing and indexing a security
47-22 instrument, or a supplement or amendment thereto, and a statement
47-23 of change, merger or consolidation, and for stamping a copy of
47-24 those documents furnished by the secured party or the public utility,
47-25 to show the date and place of filing is [$15] $40 if the document is
47-26 in the standard form prescribed by the Secretary of State and
47-27 otherwise is [$20, plus $1] $50, plus $2 for each additional debtor or
47-28 trade name.
47-29 Sec. 79. NRS 105.080 is hereby amended to read as follows:
47-30 105.080 Upon the request of any person, the Secretary of State
47-31 shall issue his certificate showing whether there is on file on the
47-32 date and hour stated therein, any presently effective security
47-33 instrument naming a particular public utility, and if there is, giving
47-34 the date and hour of filing of the instrument and the names and
47-35 addresses of each secured party. The uniform fee for such a
47-36 certificate is [$15] $40 if the request for the certificate is in the
47-37 standard form prescribed by the Secretary of State and otherwise is
47-38 [$20.] $50. Upon request the Secretary of State or a county recorder
47-39 shall furnish a copy of any filed security instrument upon payment
47-40 of the statutory fee for copies.
47-41 Sec. 80. NRS 225.140 is hereby amended to read as follows:
47-42 225.140 1. Except as otherwise provided in subsection 2, in
47-43 addition to other fees authorized by law, the Secretary of State shall
47-44 charge and collect the following fees:
48-1 For a copy of any law, joint resolution,
48-2 transcript of record, or other paper on file or
48-3 of record in his office, other than a
48-4 document required to be filed pursuant to
48-5 title 24 of NRS, per page........ [$1.00] $ 2
48-6 For a copy of any document required to be
48-7 filed pursuant to title 24 of NRS, per page.................... [.50] 1
48-8 For certifying to any such copy and use of
48-9 the State Seal, for each impression [10.00] 20
48-10 For each passport or other document signed
48-11 by the Governor and attested by the
48-12 Secretary of State.................... [10.00] 20
48-13 For a negotiable instrument returned unpaid............ [10.00] 20
48-14 2. The Secretary of State:
48-15 (a) Shall charge a reasonable fee for searching records and
48-16 documents kept in his office.
48-17 (b) May charge or collect any filing or other fees for services
48-18 rendered by him to the State of Nevada, any local governmental
48-19 agency or agency of the Federal Government, or any officer thereof
48-20 in his official capacity or respecting his office or official duties.
48-21 (c) May not charge or collect a filing or other fee for:
48-22 (1) Attesting extradition papers or executive warrants for
48-23 other states.
48-24 (2) Any commission or appointment issued or made by the
48-25 Governor, either for the use of the State Seal or otherwise.
48-26 (d) May charge a reasonable fee, not to exceed:
48-27 (1) Five hundred dollars, for providing service within 2 hours
48-28 after the time the service is requested; and
48-29 (2) One hundred twenty-five dollars, for providing any other
48-30 special service, including, but not limited to, providing service more
48-31 than 2 hours but within 24 hours after the time the service is
48-32 requested, accepting documents filed by facsimile machine and
48-33 other use of new technology.
48-34 (e) Shall charge a fee, not to exceed the actual cost to the
48-35 Secretary of State, for providing:
48-36 (1) A copy of any record kept in his office that is stored on a
48-37 computer or on microfilm if the copy is provided on a tape, disc or
48-38 other medium used for the storage of information by a computer or
48-39 on duplicate film.
48-40 (2) Access to his computer database on which records are
48-41 stored.
48-42 3. From each fee collected pursuant to paragraph (d) of
48-43 subsection 2:
49-1 (a) The entire amount or $50, whichever is less, of the fee
49-2 collected pursuant to subparagraph (1) of that paragraph and half of
49-3 the fee collected pursuant to subparagraph (2) of that paragraph
49-4 must be deposited with the State Treasurer for credit to the Account
49-5 for Special Services of the Secretary of State in the State General
49-6 Fund. Any amount remaining in the Account at the end of a fiscal
49-7 year in excess of $2,000,000 must be transferred to the State
49-8 General Fund. Money in the Account may be transferred to the
49-9 Secretary of State’s operating general fund budget account and must
49-10 only be used to create and maintain the capability of the Office of
49-11 the Secretary of State to provide special services, including, but not
49-12 limited to, providing service:
49-13 (1) On the day it is requested or within 24 hours; or
49-14 (2) Necessary to increase or maintain the efficiency of the
49-15 Office.
49-16 Any transfer of money from the Account for expenditure by the
49-17 Secretary of State must be approved by the Interim Finance
49-18 Committee.
49-19 (b) After deducting the amount required pursuant to paragraph
49-20 (a), the remainder must be deposited with the State Treasurer for
49-21 credit to the State General Fund.
49-22 Sec. 81. Chapter 364A of NRS is hereby amended by adding
49-23 thereto a new section to read as follows:
49-24 1. If the Department has reasonable cause to believe that any
49-25 person has failed to comply with the provisions of NRS 364A.130,
49-26 the Department may issue an order directed to the person to show
49-27 cause why the Department should not order the person to cease
49-28 and desist from conducting a business in this state. The order must
49-29 contain a statement of the charges and a notice of a hearing to be
49-30 held thereon. The order must be served upon the person directly or
49-31 by certified or registered mail, return receipt requested.
49-32 2. If, after conducting a hearing pursuant to the provisions of
49-33 subsection 1, the Department determines that the person has failed
49-34 to comply with the provisions of NRS 364A.130 or if the person
49-35 fails to appear for the hearing after being properly served with the
49-36 statement of charges and notice of hearing, the Department may
49-37 make a written report of his findings of fact concerning the
49-38 violation and cause to be served a copy thereof upon the person at
49-39 the hearing. If the Department determines in the report that such
49-40 failure has occurred, the Department may order the violator to:
49-41 (a) Cease and desist from conducting a business in this state;
49-42 and
49-43 (b) Pay the costs of reporting services, fees for experts and
49-44 other witnesses, charges for the rental of a hearing room if such a
49-45 room is not available to the Department free of charge, charges
50-1 for providing an independent hearing officer, if any, and charges
50-2 incurred for any service of process, if the violator is adjudicated to
50-3 have failed to comply with the provisions of NRS 364A.130.
50-4 The order must be served upon the person directly or by certified
50-5 or registered mail, return receipt requested. The order becomes
50-6 effective upon service in the manner provided in this subsection.
50-7 3. Any person whose pecuniary interests are directly and
50-8 immediately affected by an order issued pursuant to subsection 2
50-9 or who is aggrieved by the order may petition for judicial review in
50-10 the manner provided in chapter 233B of NRS. Such a petition
50-11 must be filed within 30 days after the service of the order. The
50-12 order becomes final upon the filing of the petition.
50-13 4. If a person fails to comply with any provision of an order
50-14 issued pursuant to subsection 2, the Department may, through the
50-15 Attorney General, at any time after 30 days after the service of
50-16 the order, cause an action to be instituted in the district court of
50-17 the county wherein the person resides or has his principal place
50-18 of business requesting the court to enforce the provisions of the
50-19 order or to provide any other appropriate injunctive relief.
50-20 5. If the court finds that:
50-21 (a) There has been a failure to comply with the provisions of
50-22 NRS 364A.130;
50-23 (b) The proceedings by the Department concerning the written
50-24 report and any order issued pursuant to subsection 3 are in the
50-25 interest of the public; and
50-26 (c) The findings of the Department are supported by the weight
50-27 of the evidence,
50-28 the court shall issue an order enforcing the provisions of the order
50-29 of the Department.
50-30 6. An order issued pursuant to subsection 5 may include:
50-31 (a) A provision requiring the payment to the Department of a
50-32 penalty of not more than $5,000 for each act amounting to a
50-33 failure to comply with the Department’s order; or
50-34 (b) Such injunctive or other equitable or extraordinary relief
50-35 as is determined appropriate by the court.
50-36 7. Any aggrieved party may appeal from the final judgment,
50-37 order or decree of the court in a like manner as provided for
50-38 appeals in civil cases.
50-39 Sec. 82. NRS 364A.130 is hereby amended to read as follows:
50-40 364A.130 1. Except as otherwise provided in subsection 6, a
50-41 person shall not conduct a business in this state unless he has a
50-42 business license issued by the Department.
50-43 2. The application for a business license must:
50-44 (a) Be made upon a form prescribed by the Department;
51-1 (b) Set forth the name under which the applicant transacts or
51-2 intends to transact business and the location of his place or places of
51-3 business;
51-4 (c) Declare the estimated number of employees for the previous
51-5 calendar quarter;
51-6 (d) Be accompanied by a fee of [$25;] $50; and
51-7 (e) Include any other information that the Department deems
51-8 necessary.
51-9 3. The application must be signed by:
51-10 (a) The owner, if the business is owned by a natural person;
51-11 (b) A member or partner, if the business is owned by an
51-12 association or partnership; or
51-13 (c) An officer or some other person specifically authorized to
51-14 sign the application, if the business is owned by a corporation.
51-15 4. If the application is signed pursuant to paragraph (c) of
51-16 subsection 3, written evidence of the signer’s authority must be
51-17 attached to the application.
51-18 5. A person who has been issued a business license by the
51-19 Department shall submit a fee of $50 to the Department on or
51-20 before the last day of the month in which the anniversary date of
51-21 issuance of the business license occurs in each year, unless the
51-22 person submits a written statement to the Department, at least 10
51-23 days before the anniversary date, indicating that the person will
51-24 not be conducting business in this state after the anniversary date.
51-25 A person who fails to submit the annual fee required pursuant to
51-26 this subsection in a timely manner shall pay a penalty in the
51-27 amount of $75 in addition to the annual fee.
51-28 6. For the purposes of this chapter, a person shall be deemed to
51-29 conduct a business in this state if a business for which the person is
51-30 responsible:
51-31 (a) Is incorporated pursuant to chapter 78 or 78A of NRS;
51-32 (b) Has an office or other base of operations in this state; or
51-33 (c) Pays wages or other remuneration to a natural person who
51-34 performs in this state any of the duties for which he is paid.
51-35 [6.] 7. A person who takes part in a trade show or convention
51-36 held in this state for a purpose related to the conduct of a business is
51-37 not required to obtain a business license specifically for that event.
51-38 Sec. 83. NRS 680A.230 is hereby amended to read as follows:
51-39 680A.230 The general corporation laws of this state do not
51-40 apply to foreign insurers holding certificates of authority to transact
51-41 insurance in this state . [, except as otherwise provided in
51-42 NRS 80.190.]
51-43 Sec. 84. NRS 80.190 is hereby repealed.
52-1 TEXT OF REPEALED SECTION
52-2 80.190 Publication of annual statement; recovery of
52-3 penalty.
52-4 1. Except as otherwise provided in subsection 2, each foreign
52-5 corporation doing business in this state shall, not later than the
52-6 month of March in each year, publish a statement of its last
52-7 calendar year’s business in two numbers or issues of a newspaper
52-8 published in this state.
52-9 2. If the corporation keeps its records on the basis of a fiscal
52-10 year other than the calendar, the statement required by subsection 1
52-11 must be published not later than the end of the third month
52-12 following the close of each fiscal year.
52-13 3. A corporation which neglects or refuses to publish a
52-14 statement as required by this section is liable to a penalty of $100
52-15 for each month that the statement remains unpublished.
52-16 4. Any district attorney in the State or the Attorney General
52-17 may sue to recover the penalty. The first county suing through its
52-18 district attorney shall recover the penalty, and if no suit is brought
52-19 for the penalty by any district attorney, the State may recover
52-20 through the Attorney General.
52-21 H