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.

 

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EXPLANATION – Matter in bolded italics is new; matter between brackets [omitted material] is material to be omitted.

 

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; requiring a resident agent to file with the Secretary of State a certificate of name change of resident agent under certain circumstances; providing for the issuance of an order to cease and desist for failure to comply with certain provisions pertaining to business licenses; repealing the exemption from business tax provisions for a natural person who does not employ employees during a calendar quarter; authorizing the Secretary of State to hire additional personnel; 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:

2-1  1.  Many of the fees increased pursuant to the amendatory

2-2  provisions of this act have not been increased for a substantial

2-3  length of time, and increasing these fees is necessary and

2-4  appropriate at this time.

2-5  2.  It is the intent of the Legislature that the fees increased

2-6  pursuant to the amendatory provisions of this act must not be

2-7  increased again for a period of at least 10 years following the

2-8  enactment of this act.

2-9  Sec. 2.  NRS 78.0295 is hereby amended to read as follows:

2-10      78.0295  1.  A corporation may correct a document filed by

2-11  the Secretary of State with respect to the corporation if the

2-12  document contains an inaccurate record of a corporate action

2-13  described in the document or was defectively executed, attested,

2-14  sealed, verified or acknowledged.

2-15      2.  To correct a document, the corporation shall:

2-16      (a) Prepare a certificate of correction which:

2-17          (1) States the name of the corporation;

2-18          (2) Describes the document, including, without limitation, its

2-19  filing date;

2-20          (3) Specifies the inaccuracy or defect;

2-21          (4) Sets forth the inaccurate or defective portion of the

2-22  document in an accurate or corrected form; and

2-23          (5) Is signed by an officer of the corporation.

2-24      (b) Deliver the certificate to the Secretary of State for filing.

2-25      (c) Pay a filing fee of [$150] $175 to the Secretary of State.

2-26      3.  A certificate of correction is effective on the effective date

2-27  of the document it corrects except as to persons relying on the

2-28  uncorrected document and adversely affected by the correction. As

2-29  to those persons, the certificate is effective when filed.

2-30      Sec. 3.  NRS 78.097 is hereby amended to read as follows:

2-31      78.097  1.  A resident agent who desires to resign shall file

2-32  with the Secretary of State a signed statement , on a form provided

2-33  by the Secretary of State, for each [corporation] artificial person

2-34  formed, organized, registered or qualified pursuant to the

2-35  provisions of this title that he is unwilling to continue to act as the

2-36  resident agent of the [corporation] artificial person for the service

2-37  of process. The fee for filing a statement of resignation is $100 for

2-38  the first artificial person that the resident agent is unwilling to

2-39  continue to act as the agent of and $1 for each additional artificial

2-40  person listed on the statement of resignation. A resignation is not

2-41  effective until the signed statement is filed with the Secretary of

2-42  State.

2-43      2.  The statement of resignation may contain a statement of the

2-44  affected corporation appointing a successor resident agent for that

2-45  corporation. A certificate of acceptance executed by the new

3-1  resident agent, stating the full name, complete street address and, if

3-2  different from the street address, mailing address of the new resident

3-3  agent, must accompany the statement appointing a successor

3-4  resident agent.

3-5  3.  Upon the filing of the statement of resignation with the

3-6  Secretary of State the capacity of the resigning person as resident

3-7  agent terminates. If the statement of resignation contains no

3-8  statement by the corporation appointing a successor resident agent,

3-9  the resigning resident agent shall immediately give written notice,

3-10  by mail, to the corporation of the filing of the statement and its

3-11  effect. The notice must be addressed to any officer of the

3-12  corporation other than the resident agent.

3-13      4.  If a resident agent dies, resigns or removes from the State,

3-14  the corporation, within 30 days thereafter, shall file with the

3-15  Secretary of State a certificate of acceptance executed by the new

3-16  resident agent. The certificate must set forth the full name and

3-17  complete street address of the new resident agent for the service of

3-18  process, and may have a separate mailing address, such as a post

3-19  office box, which may be different from the street address.

3-20      5.  A corporation that fails to file a certificate of acceptance

3-21  executed by the new resident agent within 30 days after the death,

3-22  resignation or removal of its former resident agent shall be deemed

3-23  in default and is subject to the provisions of NRS 78.170 and

3-24  78.175.

3-25      Sec. 4.  NRS 78.110 is hereby amended to read as follows:

3-26      78.110  1.  If a corporation created pursuant to this chapter

3-27  desires to change its resident agent, the change may be effected by

3-28  filing with the Secretary of State a certificate of change of resident

3-29  agent signed by an officer of the corporation which sets forth:

3-30      (a) The name of the corporation;

3-31      (b) The name and street address of its present resident agent; and

3-32      (c) The name and street address of the new resident agent.

3-33      2.  The new resident agent’s certificate of acceptance must be a

3-34  part of or attached to the certificate of change [.] of resident agent.

3-35      3.  If the name of a resident agent is changed as a result of a

3-36  merger, conversion, exchange, sale, reorganization or

3-37  amendment, the resident agent shall:

3-38      (a) File with the Secretary of State a certificate of name

3-39  change of resident agent that includes:

3-40          (1) The current name of the resident agent as filed with the

3-41  Secretary of State;

3-42          (2) The new name of the resident agent; and

3-43          (3) The name and file number of each artificial person

3-44  formed, organized, registered or qualified pursuant to the

3-45  provisions of this title that the resident agent represents; and

4-1  (b) Pay to the Secretary of State a filing fee of $100.

4-2  4.  A change authorized by this section becomes effective upon

4-3  the filing of the proper certificate of change.

4-4  Sec. 5.  NRS 78.150 is hereby amended to read as follows:

4-5  78.150  1.  A corporation organized pursuant to the laws of

4-6  this state shall, on or before the first day of the second month after

4-7  the filing of its articles of incorporation with the Secretary of State,

4-8  file with the Secretary of State a list, on a form furnished by him,

4-9  containing:

4-10      (a) The name of the corporation;

4-11      (b) The file number of the corporation, if known;

4-12      (c) The names and titles of the president, secretary, treasurer and

4-13  of all the directors of the corporation;

4-14      (d) The mailing or street address, either residence or business, of

4-15  each officer and director listed, following the name of the officer or

4-16  director;

4-17      (e) The name and street address of the lawfully designated

4-18  resident agent of the corporation; and

4-19      (f) The signature of an officer of the corporation certifying that

4-20  the list is true, complete and accurate.

4-21      2.  The corporation shall annually thereafter, on or before the

4-22  last day of the month in which the anniversary date of incorporation

4-23  occurs in each year, file with the Secretary of State, on a form

4-24  furnished by him, an annual list containing all of the information

4-25  required in subsection 1.

4-26      3.  Each list required by subsection 1 or 2 must be accompanied

4-27  by a declaration under penalty of perjury that the corporation has

4-28  complied with the provisions of chapter 364A of NRS.

4-29      4.  Upon filing the list required by:

4-30      (a) Subsection 1, the corporation shall pay to the Secretary of

4-31  State a fee of [$165.] $125.

4-32      (b) Subsection 2, the corporation shall pay to the Secretary of

4-33  State [a fee of $85.] , if the amount represented by the total

4-34  number of shares provided for in the articles is:

4-35  $75,000 or less................................. $125

4-36  Over $75,000 and not over $200,000175

4-37  Over $200,000 and not over $500,000275

4-38  Over $500,000 and not over $1,000,000.. 375

4-39  Over $1,000,000:

4-40  For the first $1,000,000................ 375

4-41      For each additional $500,000 or fraction

4-42          thereof......................................... 275

4-43  The maximum fee which may be charged pursuant to paragraph

4-44  (b) for filing the annual list is $11,100.

5-1  5.  If a director or officer of a corporation resigns and the

5-2  resignation is not made in conjunction with the filing of an

5-3  annual or amended list of directors and officers, the corporation

5-4  shall pay to the Secretary of State a fee of $75 to file the

5-5  resignation of the director or officer.

5-6  6.  The Secretary of State shall, 60 days before the last day for

5-7  filing each annual list required by subsection 2, cause to be mailed

5-8  to each corporation which is required to comply with the provisions

5-9  of NRS 78.150 to 78.185, inclusive, and which has not become

5-10  delinquent, a notice of the fee due pursuant to subsection 4 and a

5-11  reminder to file the annual list required by subsection 2. Failure of

5-12  any corporation to receive a notice or form does not excuse it from

5-13  the penalty imposed by law.

5-14      [6.] 7. If the list to be filed pursuant to the provisions of

5-15  subsection 1 or 2 is defective in any respect or the fee required by

5-16  subsection 4 or [8] 9 is not paid, the Secretary of State may return

5-17  the list for correction or payment.

5-18      [7.] 8. An annual list for a corporation not in default which is

5-19  received by the Secretary of State more than 60 days before its due

5-20  date shall be deemed an amended list for the previous year and must

5-21  be accompanied by [a fee of $85] the appropriate fee as provided in

5-22  subsection 4 for filing. A payment submitted pursuant to this

5-23  subsection does not satisfy the requirements of subsection 2 for the

5-24  year to which the due date is applicable.

5-25      [8.] 9. If the corporation is an association as defined in NRS

5-26  116.110315, the Secretary of State shall not accept the filing

5-27  required by this section unless it is accompanied by evidence of the

5-28  payment of the fee required to be paid pursuant to NRS 116.31155

5-29  that is provided to the association pursuant to subsection 4 of that

5-30  section.

5-31      Sec. 6.  NRS 78.170 is hereby amended to read as follows:

5-32      78.170  1.  Each corporation required to make a filing and pay

5-33  the fee prescribed in NRS 78.150 to 78.185, inclusive, which refuses

5-34  or neglects to do so within the time provided shall be deemed in

5-35  default.

5-36      2.  For default there must be added to the amount of the fee a

5-37  penalty of [$50.] $75. The fee and penalty must be collected as

5-38  provided in this chapter.

5-39      Sec. 7.  NRS 78.180 is hereby amended to read as follows:

5-40      78.180  1.  Except as otherwise provided in subsections 3 and

5-41  4, the Secretary of State shall reinstate a corporation which has

5-42  forfeited its right to transact business pursuant to the provisions of

5-43  this chapter and restore to the corporation its right to carry on

5-44  business in this state, and to exercise its corporate privileges and

5-45  immunities, if it:

6-1  (a) Files with the Secretary of State [the] :

6-2       (1) The list required by NRS 78.150; and

6-3       (2) A certificate of acceptance of appointment signed by its

6-4  resident agent; and

6-5  (b) Pays to the Secretary of State:

6-6       (1) The filing fee and penalty set forth in NRS 78.150 and

6-7  78.170 for each year or portion thereof during which it failed to file

6-8  each required annual list in a timely manner; and

6-9       (2) A fee of [$200] $300 for reinstatement.

6-10      2.  When the Secretary of State reinstates the corporation, he

6-11  shall:

6-12      (a) Immediately issue and deliver to the corporation a certificate

6-13  of reinstatement authorizing it to transact business as if the filing fee

6-14  or fees had been paid when due; and

6-15      (b) Upon demand, issue to the corporation one or more certified

6-16  copies of the certificate of reinstatement.

6-17      3.  The Secretary of State shall not order a reinstatement unless

6-18  all delinquent fees and penalties have been paid, and the revocation

6-19  of the charter occurred only by reason of failure to pay the fees and

6-20  penalties.

6-21      4.  If a corporate charter has been revoked pursuant to the

6-22  provisions of this chapter and has remained revoked for a period of

6-23  5 consecutive years, the charter must not be reinstated.

6-24      Sec. 8.  NRS 78.390 is hereby amended to read as follows:

6-25      78.390  1.  Every amendment adopted pursuant to the

6-26  provisions of NRS 78.385 must be made in the following manner:

6-27      (a) The board of directors must adopt a resolution setting forth

6-28  the amendment proposed and declaring its advisability, and either

6-29  call a special meeting of the stockholders entitled to vote on the

6-30  amendment or direct that the proposed amendment be considered at

6-31  the next annual meeting of the stockholders entitled to vote on the

6-32  amendment.

6-33      (b) At the meeting, of which notice must be given to each

6-34  stockholder entitled to vote pursuant to the provisions of this

6-35  section, a vote of the stockholders entitled to vote in person or by

6-36  proxy must be taken for and against the proposed amendment. If it

6-37  appears upon the canvassing of the votes that stockholders holding

6-38  shares in the corporation entitling them to exercise at least a

6-39  majority of the voting power, or such greater proportion of the

6-40  voting power as may be required in the case of a vote by classes or

6-41  series, as provided in subsections 2 and 4, or as may be required by

6-42  the provisions of the articles of incorporation, have voted in favor of

6-43  the amendment, an officer of the corporation shall sign a certificate

6-44  setting forth the amendment, or setting forth the articles of

7-1  incorporation as amended, and the vote by which the amendment

7-2  was adopted.

7-3  (c) The certificate so signed must be filed with the Secretary of

7-4  State.

7-5  2.  If any proposed amendment would adversely alter or change

7-6  any preference or any relative or other right given to any class or

7-7  series of outstanding shares, then the amendment must be approved

7-8  by the vote, in addition to the affirmative vote otherwise required, of

7-9  the holders of shares representing a majority of the voting power of

7-10  each class or series adversely affected by the amendment regardless

7-11  of limitations or restrictions on the voting power thereof.

7-12      3.  Provision may be made in the articles of incorporation

7-13  requiring, in the case of any specified amendments, a larger

7-14  proportion of the voting power of stockholders than that required by

7-15  this section.

7-16      4.  Different series of the same class of shares do not constitute

7-17  different classes of shares for the purpose of voting by classes

7-18  except when the series is adversely affected by an amendment in a

7-19  different manner than other series of the same class.

7-20      5.  The resolution of the stockholders approving the proposed

7-21  amendment may provide that at any time before the effective date of

7-22  the amendment, notwithstanding approval of the proposed

7-23  amendment by the stockholders, the board of directors may, by

7-24  resolution, abandon the proposed amendment without further action

7-25  by the stockholders.

7-26      6.  A certificate filed pursuant to subsection 1 becomes

7-27  effective upon filing with the Secretary of State or upon a later date

7-28  specified in the certificate, which must not be later than 90 days

7-29  after the certificate is filed.

7-30      7.  If a certificate filed pursuant to subsection 1 specifies an

7-31  effective date and if the resolution of the stockholders approving the

7-32  proposed amendment provides that the board of directors may

7-33  abandon the proposed amendment pursuant to subsection 5, the

7-34  board of directors may terminate the effectiveness of the certificate

7-35  by resolution and by filing a certificate of termination with the

7-36  Secretary of State that:

7-37      (a) Is filed before the effective date specified in the certificate

7-38  filed pursuant to subsection 1;

7-39      (b) Identifies the certificate being terminated;

7-40      (c) States that, pursuant to the resolution of the stockholders, the

7-41  board of directors is authorized to terminate the effectiveness of the

7-42  certificate;

7-43      (d) States that the effectiveness of the certificate has been

7-44  terminated;

7-45      (e) Is signed by an officer of the corporation; and

8-1  (f) Is accompanied by a filing fee of [$150.] $175.

8-2  Sec. 9.  NRS 78.760 is hereby amended to read as follows:

8-3  78.760  1.  The fee for filing articles of incorporation is

8-4  prescribed in the following schedule:

 

8-5  If the amount represented by the total number of shares

8-6  provided for in the articles is:

8-7  $75,000 or less....................... [$175] $ 75

8-8  Over $75,000 and not over $200,000[225] 175

8-9  Over $200,000 and not over $500,000[325] 275

8-10  Over $500,000 and not over $1,000,000[425] 375

8-11  Over $1,000,000:

8-12      For the first $1,000,000....... [425] 375

8-13      For each additional $500,000 or fraction

8-14          thereof............................... [225] 275

8-15      2.  The maximum fee which may be charged pursuant to this

8-16  section is [$25,000] $35,000 for:

8-17      (a) The original filing of articles of incorporation.

8-18      (b) A subsequent filing of any instrument which authorizes an

8-19  increase in stock.

8-20      3.  For the purposes of computing the filing fees according to

8-21  the schedule in subsection 1, the amount represented by the total

8-22  number of shares provided for in the articles of incorporation is:

8-23      (a) The aggregate par value of the shares, if only shares with a

8-24  par value are therein provided for;

8-25      (b) The product of the number of shares multiplied by $1,

8-26  regardless of any lesser amount prescribed as the value or

8-27  consideration for which shares may be issued and disposed of, if

8-28  only shares without par value are therein provided for; or

8-29      (c) The aggregate par value of the shares with a par value plus

8-30  the product of the number of shares without par value multiplied by

8-31  $1, regardless of any lesser amount prescribed as the value or

8-32  consideration for which the shares without par value may be issued

8-33  and disposed of, if shares with and without par value are therein

8-34  provided for.

8-35  For the purposes of this subsection, shares with no prescribed par

8-36  value shall be deemed shares without par value.

8-37      4.  The Secretary of State shall calculate filing fees pursuant to

8-38  this section with respect to shares with a par value of less than one-

8-39  tenth of a cent as if the par value were one-tenth of a cent.

8-40      Sec. 10.  NRS 78.765 is hereby amended to read as follows:

8-41      78.765  1.  The fee for filing a certificate changing the number

8-42  of authorized shares pursuant to NRS 78.209 or a certificate of

8-43  amendment to articles of incorporation that increases the

8-44  corporation’s authorized stock or a certificate of correction that

9-1  increases the corporation’s authorized stock is the difference

9-2  between the fee computed at the rates specified in NRS 78.760 upon

9-3  the total authorized stock of the corporation, including the proposed

9-4  increase, and the fee computed at the rates specified in NRS 78.760

9-5  upon the total authorized capital, excluding the proposed increase.

9-6  In no case may the amount be less than [$150.] $175.

9-7  2.  The fee for filing a certificate of amendment to articles of

9-8  incorporation that does not increase the corporation’s authorized

9-9  stock or a certificate of correction that does not increase the

9-10  corporation’s authorized stock is [$150.] $175.

9-11      3.  The fee for filing a certificate or an amended certificate

9-12  pursuant to NRS 78.1955 is [$150.] $175.

9-13      4.  The fee for filing a certificate of termination pursuant to

9-14  NRS 78.1955, 78.209 or 78.380 is [$150.] $175.

9-15      Sec. 11.  NRS 78.767 is hereby amended to read as follows:

9-16      78.767  1.  The fee for filing a certificate of restated articles of

9-17  incorporation that does not increase the corporation’s authorized

9-18  stock is [$150.] $175.

9-19      2.  The fee for filing a certificate of restated articles of

9-20  incorporation that increases the corporation’s authorized stock is the

9-21  difference between the fee computed pursuant to NRS 78.760 based

9-22  upon the total authorized stock of the corporation, including the

9-23  proposed increase, and the fee computed pursuant to NRS 78.760

9-24  based upon the total authorized stock of the corporation, excluding

9-25  the proposed increase. In no case may the amount be less than

9-26  [$150.] $175.

9-27      Sec. 12.  NRS 78.780 is hereby amended to read as follows:

9-28      78.780  1.  The fee for filing a certificate of extension of

9-29  corporate existence of any corporation is an amount equal to one-

9-30  fourth of the fee computed at the rates specified in NRS 78.760 for

9-31  filing articles of incorporation.

9-32      2.  The fee for filing a certificate of dissolution whether it

9-33  occurs before or after payment of capital and beginning of business

9-34  is [$60.] $75.

9-35      Sec. 13.  NRS 78.785 is hereby amended to read as follows:

9-36      78.785  1.  The fee for filing a certificate of change of location

9-37  of a corporation’s registered office and resident agent, or a new

9-38  designation of resident agent, is [$30.] $60.

9-39      2.  The fee for certifying articles of incorporation where a copy

9-40  is provided is [$20.] $30.

9-41      3.  The fee for certifying a copy of an amendment to articles of

9-42  incorporation, or to a copy of the articles as amended, where a copy

9-43  is furnished, is [$20.] $30.

10-1      4.  The fee for certifying an authorized printed copy of the

10-2  general corporation law as compiled by the Secretary of State is

10-3  [$20.] $30.

10-4      5.  The fee for reserving a corporate name is [$20.] $25.

10-5      6.  The fee for executing a certificate of corporate existence

10-6  which does not list the previous documents relating to the

10-7  corporation, or a certificate of change in a corporate name, is

10-8  [$40.] $50.

10-9      7.  The fee for executing a certificate of corporate existence

10-10  which lists the previous documents relating to the corporation is

10-11  [$40.] $50.

10-12     8.  The fee for executing, certifying or filing any certificate or

10-13  document not provided for in NRS 78.760 to 78.785, inclusive, is

10-14  [$40.] $50.

10-15     9.  The fee for copies made at the Office of the Secretary of

10-16  State is [$1] $2 per page.

10-17     10.  The fees for filing articles of incorporation, articles of

10-18  merger, or certificates of amendment increasing the basic surplus of

10-19  a mutual or reciprocal insurer must be computed pursuant to NRS

10-20  78.760, 78.765 and 92A.210, on the basis of the amount of basic

10-21  surplus of the insurer.

10-22     11.  The fee for examining and provisionally approving any

10-23  document at any time before the document is presented for filing is

10-24  [$100.] $125.

10-25     Sec. 14.  NRS 78.795 is hereby amended to read as follows:

10-26     78.795  1.  Any natural person or corporation residing or

10-27  located in this state may [, on or after January 1 of any year but

10-28  before January 31 of that year,] register for that calendar year his

10-29  willingness to serve as the resident agent of a domestic or foreign

10-30  corporation, limited-liability company or limited partnership with

10-31  the Secretary of State. The registration must state the full, legal

10-32  name of the person or corporation willing to serve as the resident

10-33  agent and be accompanied by a fee of [$250] $500 per office

10-34  location of the resident agent.

10-35     2.  The Secretary of State shall maintain a list of those persons

10-36  who are registered pursuant to subsection 1 and make the list

10-37  available to persons seeking to do business in this state.

10-38     3.  A person registered pursuant to subsection 1 may apply to

10-39  the Secretary of State to amend any information pertaining to that

10-40  person contained in the list for a fee of $50.

10-41     4.  The Secretary of State may adopt regulations prescribing

10-42  the content, maintenance and presentation of the list.

10-43     Sec. 15.  NRS 80.050 is hereby amended to read as follows:

10-44     80.050  1.  Except as otherwise provided in subsection 3,

10-45  foreign corporations shall pay the same fees to the Secretary of State

11-1  as are required to be paid by corporations organized pursuant to the

11-2  laws of this state, but the amount of fees to be charged must not

11-3  exceed:

11-4      (a) The sum of [$25,000] $35,000 for filing documents for

11-5  initial qualification; or

11-6      (b) The sum of [$25,000] $35,000 for each subsequent filing of

11-7  a certificate increasing authorized capital stock.

11-8      2.  If the corporate documents required to be filed set forth only

11-9  the total number of shares of stock the corporation is authorized to

11-10  issue without reference to value, the authorized shares shall be

11-11  deemed to be without par value and the filing fee must be computed

11-12  pursuant to paragraph (b) of subsection 3 of NRS 78.760.

11-13     3.  Foreign corporations which are nonprofit corporations and

11-14  do not have or issue shares of stock shall pay the same fees to the

11-15  Secretary of State as are required to be paid by nonprofit

11-16  corporations organized pursuant to the laws of this state.

11-17     4.  The fee for filing a notice of withdrawal from the State of

11-18  Nevada by a foreign corporation is [$60.] $75.

11-19     Sec. 16.  NRS 80.070 is hereby amended to read as follows:

11-20     80.070  1.  A foreign corporation may change its resident

11-21  agent by filing with the Secretary of State:

11-22     (a) A certificate of change [,] of resident agent, signed by an

11-23  officer of the corporation, setting forth:

11-24         (1) The name of the corporation;

11-25         (2) The name and street address of the present resident agent;

11-26  and

11-27         (3) The name and street address of the new resident agent;

11-28  and

11-29     (b) A certificate of acceptance executed by the new resident

11-30  agent, which must be a part of or attached to the certificate of

11-31  change [.

11-32  The change authorized by this subsection becomes effective upon

11-33  the filing of the certificate of change.] of resident agent.

11-34     2.  If the name of a resident agent is changed as a result of a

11-35  merger, conversion, exchange, sale, reorganization or

11-36  amendment, the resident agent shall:

11-37     (a) File with the Secretary of State a certificate of name

11-38  change of resident agent that includes:

11-39         (1) The current name of the resident agent as filed with the

11-40  Secretary of State;

11-41         (2) The new name of the resident agent; and

11-42         (3) The name and file number of each artificial person

11-43  formed, organized, registered or qualified pursuant to the

11-44  provisions of this title that the resident agent represents; and

11-45     (b) Pay to the Secretary of State a filing fee of $100.

12-1      3.  A change authorized by subsection 1 or 2 becomes effective

12-2  upon the filing of the proper certificate of change.

12-3      4.  A [person who has been designated by a foreign corporation

12-4  as] resident agent [may file] who desires to resign shall:

12-5      (a) File with the Secretary of State a signed statement in the

12-6  manner provided pursuant to subsection 1 of NRS 78.097 that he is

12-7  unwilling to continue to act as the resident agent of the corporation

12-8  for the service of process [.

12-9      3.] ; and

12-10     (b) Pay to the Secretary of State the filing fee set forth in

12-11  subsection 1 of NRS 78.097.

12-12  A resignation is not effective until the signed statement is filed

12-13  with the Secretary of State.

12-14     5. Upon the filing of the statement of resignation with the

12-15  Secretary of State, the capacity of the resigning person as resident

12-16  agent terminates. If the statement of resignation is not accompanied

12-17  by a statement of the corporation appointing a successor resident

12-18  agent, the resigning resident agent shall give written notice, by mail,

12-19  to the corporation, of the filing of the statement and its effect. The

12-20  notice must be addressed to any officer of the corporation other than

12-21  the resident agent.

12-22     [4.] 6. If a resident agent dies, resigns or moves from the State,

12-23  the corporation, within 30 days thereafter, shall file with the

12-24  Secretary of State a certificate of acceptance executed by the new

12-25  resident agent. The certificate must set forth the name of the new

12-26  resident agent, his street address for the service of process, and his

12-27  mailing address if different from his street address.

12-28     [5.] 7. A corporation that fails to file a certificate of acceptance

12-29  executed by a new resident agent within 30 days after the death,

12-30  resignation or removal of its resident agent shall be deemed in

12-31  default and is subject to the provisions of NRS 80.150 and 80.160.

12-32     Sec. 17.  NRS 80.110 is hereby amended to read as follows:

12-33     80.110  1.  Each foreign corporation doing business in this

12-34  state shall, on or before the first day of the second month after the

12-35  filing of its certificate of corporate existence with the Secretary of

12-36  State, and annually thereafter on or before the last day of the month

12-37  in which the anniversary date of its qualification to do business in

12-38  this state occurs in each year, file with the Secretary of State a list,

12-39  on a form furnished by him, that contains:

12-40     (a) The names of its president, secretary and treasurer or their

12-41  equivalent, and all of its directors;

12-42     (b) [A designation of its] The name and street address of the

12-43  lawfully designated resident agent of the corporation in this state;

12-44  and

12-45     (c) The signature of an officer of the corporation.

13-1  Each list filed pursuant to this subsection must be accompanied by a

13-2  declaration under penalty of perjury that the foreign corporation has

13-3  complied with the provisions of chapter 364A of NRS.

13-4      2.  Upon filing:

13-5      (a) The initial list required by subsection 1, the corporation shall

13-6  pay to the Secretary of State a fee of [$165.] $125.

13-7      (b) Each annual list required by subsection 1, the corporation

13-8  shall pay to the Secretary of State [a fee of $85.] , if the amount

13-9  represented by the total number of shares provided for in the

13-10  articles is:

13-11  $75,000 or less................................ $125

13-12  Over $75,000 and not over $200,000175

13-13  Over $200,000 and not over $500,000275

13-14  Over $500,000 and not over $1,000,000   375

13-15  Over $1,000,000:

13-16     For the first $1,000,000................ 375

13-17     For each additional $500,000 or fraction thereof   275

13-18  The maximum fee which may be charged pursuant to paragraph

13-19  (b) for filing the annual list is $11,100.

13-20     3.  If a director or officer of a corporation resigns and the

13-21  resignation is not made in conjunction with the filing of an

13-22  annual or amended list of directors and officers, the corporation

13-23  shall pay to the Secretary of State a fee of $75 to file the

13-24  resignation of the director or officer.

13-25     4.  The Secretary of State shall, 60 days before the last day for

13-26  filing each annual list required by subsection 1, cause to be mailed

13-27  to each corporation required to comply with the provisions of NRS

13-28  80.110 to 80.170, inclusive, which has not become delinquent, the

13-29  blank forms to be completed and filed with him. Failure of any

13-30  corporation to receive the forms does not excuse it from the penalty

13-31  imposed by the provisions of NRS 80.110 to 80.170, inclusive.

13-32     [4.] 5. An annual list for a corporation not in default which is

13-33  received by the Secretary of State more than 60 days before its due

13-34  date shall be deemed an amended list for the previous year and does

13-35  not satisfy the requirements of subsection 1 for the year to which the

13-36  due date is applicable.

13-37     Sec. 18.  NRS 80.150 is hereby amended to read as follows:

13-38     80.150  1.  Any corporation required to make a filing and pay

13-39  the fee prescribed in NRS 80.110 to 80.170, inclusive, which refuses

13-40  or neglects to do so within the time provided, is in default.

13-41     2.  For default there must be added to the amount of the fee a

13-42  penalty of [$50,] $75, and unless the filing is made and the fee and

13-43  penalty are paid on or before the first day of the ninth month

13-44  following the month in which filing was required, the defaulting

13-45  corporation by reason of its default forfeits its right to transact any

14-1  business within this state. The fee and penalty must be collected as

14-2  provided in this chapter.

14-3      Sec. 19.  NRS 80.170 is hereby amended to read as follows:

14-4      80.170  1.  Except as otherwise provided in subsections 3 and

14-5  4, the Secretary of State shall reinstate a corporation which has

14-6  forfeited or which forfeits its right to transact business under the

14-7  provisions of this chapter and restore to the corporation its right to

14-8  transact business in this state, and to exercise its corporate privileges

14-9  and immunities if it:

14-10     (a) Files with the Secretary of State [a] :

14-11         (1) The list as provided in NRS 80.110 and 80.140; and

14-12         (2) A certificate of acceptance of appointment signed by its

14-13  resident agent; and

14-14     (b) Pays to the Secretary of State:

14-15         (1) The filing fee and penalty set forth in NRS 80.110 and

14-16  80.150 for each year or portion thereof that its right to transact

14-17  business was forfeited; and

14-18         (2) A fee of [$200] $300 for reinstatement.

14-19     2.  If payment is made and the Secretary of State reinstates the

14-20  corporation to its former rights, he shall:

14-21     (a) Immediately issue and deliver to the corporation so

14-22  reinstated a certificate of reinstatement authorizing it to transact

14-23  business in the same manner as if the filing fee had been paid when

14-24  due; and

14-25     (b) Upon demand, issue to the corporation one or more certified

14-26  copies of the certificate of reinstatement.

14-27     3.  The Secretary of State shall not order a reinstatement unless

14-28  all delinquent fees and penalties have been paid, and the revocation

14-29  of the right to transact business occurred only by reason of failure to

14-30  pay the fees and penalties.

14-31     4.  If the right of a corporation to transact business in this state

14-32  has been forfeited pursuant to the provisions of NRS 80.160 and has

14-33  remained forfeited for a period of 5 consecutive years, the right is

14-34  not subject to reinstatement.

14-35     Sec. 19.5. NRS 80.190 is hereby amended to read as follows:

14-36     80.190  1.  Except as otherwise provided in subsection 2, each

14-37  foreign corporation doing business in this state shall, not later than

14-38  the month of March in each year, publish a statement of its last

14-39  calendar year’s business in two numbers or issues of a newspaper

14-40  published in this state [.] that has a total weekly circulation of at

14-41  least 1,000. The statement must include:

14-42     (a) The name of the corporation.

14-43     (b) The name and title of the corporate officer submitting the

14-44  statement.

15-1      (c) The mailing or street address of the corporation’s principal

15-2  office.

15-3      (d) The mailing or street address of the corporation’s office in

15-4  this state, if one exists.

15-5      (e) The total assets and liabilities of the corporation at the end

15-6  of the year.

15-7      2.  If the corporation keeps its records on the basis of a fiscal

15-8  year other than the calendar, the statement required by subsection 1

15-9  must be published not later than the end of the third month

15-10  following the close of each fiscal year.

15-11     3.  A corporation which neglects or refuses to publish a

15-12  statement as required by this section is liable to a penalty of $100

15-13  for each month that the statement remains unpublished.

15-14     4.  Any district attorney in the State or the Attorney General

15-15  may sue to recover the penalty. The first county suing through its

15-16  district attorney shall recover the penalty, and if no suit is brought

15-17  for the penalty by any district attorney, the State may recover

15-18  through the Attorney General.

15-19     Sec. 20.  NRS 82.193 is hereby amended to read as follows:

15-20     82.193  1.  A corporation shall have a resident agent in the

15-21  manner provided in NRS 78.090, 78.095, 78.097 and 78.110. The

15-22  resident agent and the corporation shall comply with the provisions

15-23  of those sections.

15-24     2.  A corporation is subject to the provisions of NRS 78.150 to

15-25  78.185, inclusive, except that:

15-26     (a) The fee for filing a list is [$15;] $25;

15-27     (b) The penalty added for default is [$5;] $50; and

15-28     (c) The fee for reinstatement is [$25.] $100.

15-29     Sec. 21.  NRS 82.531 is hereby amended to read as follows:

15-30     82.531  1.  The fee for filing articles of incorporation,

15-31  amendments to or restatements of articles of incorporation,

15-32  certificates pursuant to NRS 82.061 and 82.063 and documents for

15-33  dissolution is [$25] $50 for each document.

15-34     2.  Except as otherwise provided in NRS 82.193 and subsection

15-35  1, the fees for filing documents are those set forth in NRS 78.765 to

15-36  78.785, inclusive.

15-37     Sec. 22.  NRS 82.546 is hereby amended to read as follows:

15-38     82.546  1.  Any corporation which did exist or is existing

15-39  pursuant to the laws of this state may, upon complying with the

15-40  provisions of NRS 78.150 and 82.193, procure a renewal or revival

15-41  of its charter for any period, together with all the rights, franchises,

15-42  privileges and immunities, and subject to all its existing and

15-43  preexisting debts, duties and liabilities secured or imposed by its

15-44  original charter and amendments thereto, or its existing charter, by

15-45  filing:

16-1      (a) A certificate with the Secretary of State, which must set

16-2  forth:

16-3          (1) The name of the corporation, which must be the name of

16-4  the corporation at the time of the renewal or revival, or its name at

16-5  the time its original charter expired.

16-6          (2) The name and street address of the lawfully designated

16-7  resident agent of the filing corporation, and his mailing address if

16-8  different from his street address.

16-9          (3) The date when the renewal or revival of the charter is to

16-10  commence or be effective, which may be, in cases of a revival,

16-11  before the date of the certificate.

16-12         (4) Whether or not the renewal or revival is to be perpetual,

16-13  and, if not perpetual, the time for which the renewal or revival is to

16-14  continue.

16-15         (5) That the corporation desiring to renew or revive its

16-16  charter is, or has been, organized and carrying on the business

16-17  authorized by its existing or original charter and amendments

16-18  thereto, and desires to renew or continue through revival its

16-19  existence pursuant to and subject to the provisions of this chapter.

16-20     (b) A list of its president, secretary and treasurer and all of its

16-21  directors and their post office box and street addresses, either

16-22  residence or business.

16-23     2.  A corporation whose charter has not expired and is being

16-24  renewed shall cause the certificate to be signed by its president or

16-25  vice president and secretary or assistant secretary. The certificate

16-26  must be approved by a majority of the last-appointed surviving

16-27  directors.

16-28     3.  A corporation seeking to revive its original or amended

16-29  charter shall cause the certificate to be signed by its president or

16-30  vice president and secretary or assistant secretary. The execution

16-31  and filing of the certificate must be approved unanimously by the

16-32  last-appointed surviving directors of the corporation and must

16-33  contain a recital that unanimous consent was secured. The

16-34  corporation shall pay to the Secretary of State the fee required to

16-35  establish a new corporation pursuant to the provisions of this

16-36  chapter.

16-37     4.  The filed certificate, or a copy thereof which has been

16-38  certified under the hand and seal of the Secretary of State, must be

16-39  received in all courts and places as prima facie evidence of the facts

16-40  therein stated and of the existence and incorporation of the

16-41  corporation named therein.

16-42     Sec. 23.  NRS 84.090 is hereby amended to read as follows:

16-43     84.090  1.  The fee for filing articles of incorporation,

16-44  amendments to or restatements of articles of incorporation [,

17-1  certificates of reinstatement] and documents for dissolution is [$25]

17-2  $50 for each document.

17-3      2.  Except as otherwise provided in this chapter, the fees set

17-4  forth in NRS 78.785 apply to this chapter.

17-5      Sec. 24.  NRS 84.110 is hereby amended to read as follows:

17-6      84.110  1.  Every corporation sole must have a resident agent

17-7  in the manner provided in NRS 78.090 and 78.095, subsections 1 to

17-8  4, inclusive, of NRS 78.097 and NRS 78.110. The resident agent

17-9  shall comply with the provisions of those sections.

17-10     2.  A corporation sole that fails to file a certificate of acceptance

17-11  executed by the new resident agent within 30 days after the death,

17-12  resignation or removal of its former resident agent shall be deemed

17-13  in default and is subject to the provisions of NRS 84.130 and

17-14  84.140.

17-15     3.  [No] A corporation sole [may be required to file an annual

17-16  list of officers, directors and designation of resident agent.] is

17-17  subject to the provisions of NRS 78.150 to 78.185, inclusive, except

17-18  that:

17-19     (a) The fee for filing a list is $25;

17-20     (b) The penalty added for default is $50; and

17-21     (c) The fee for reinstatement is $100.

17-22     Sec. 24.5. NRS 84.120 is hereby amended to read as follows:

17-23     84.120  1.  A resident agent who wishes to resign shall [file] :

17-24     (a) File with the Secretary of State a signed statement [for each

17-25  corporation sole] in the manner provided pursuant to subsection 1

17-26  of NRS 78.097 that he is unwilling to continue to act as the resident

17-27  agent of the corporation for the service of process [.] ; and

17-28     (b) Pay to the Secretary of State the filing fee set forth in

17-29  subsection 1 of NRS 78.097.

17-30  A resignation is not effective until the signed statement is filed with

17-31  the Secretary of State.

17-32     2.  The statement of resignation may contain a statement of the

17-33  affected corporation sole appointing a successor resident agent for

17-34  that corporation. A certificate of acceptance executed by the new

17-35  resident agent, stating the full name, complete street address and, if

17-36  different from the street address, mailing address of the new resident

17-37  agent, must accompany the statement appointing a successor

17-38  resident agent.

17-39     3.  Upon the filing of the statement of resignation with the

17-40  Secretary of State, the capacity of the resigning person as resident

17-41  agent terminates. If the statement of resignation contains no

17-42  statement by the corporation sole appointing a successor resident

17-43  agent, the resigning resident agent shall immediately give written

17-44  notice, by mail, to the corporation of the filing of the statement and

18-1  its effect. The notice must be addressed to the person in whom is

18-2  vested the legal title to property specified in NRS 84.020.

18-3      4.  If a resident agent dies, resigns or removes from the State,

18-4  the corporation sole, within 30 days thereafter, shall file with the

18-5  Secretary of State a certificate of acceptance executed by the new

18-6  resident agent. The certificate must set forth the full name and

18-7  complete street address of the new resident agent for the service of

18-8  process, and may have a separate mailing address, such as a post

18-9  office box, which may be different from the street address.

18-10     5.  A corporation sole that fails to file a certificate of acceptance

18-11  executed by the new resident agent within 30 days after the death,

18-12  resignation or removal of its former resident agent shall be deemed

18-13  in default and is subject to the provisions of NRS 84.130 and

18-14  84.140.

18-15     Sec. 25.  NRS 86.226 is hereby amended to read as follows:

18-16     86.226  1.  A signed certificate of amendment, or a certified

18-17  copy of a judicial decree of amendment, must be filed with the

18-18  Secretary of State. A person who executes a certificate as an agent,

18-19  officer or fiduciary of the limited-liability company need not exhibit

18-20  evidence of his authority as a prerequisite to filing. Unless the

18-21  Secretary of State finds that a certificate does not conform to law,

18-22  upon his receipt of all required filing fees he shall file the certificate.

18-23     2.  A certificate of amendment or judicial decree of amendment

18-24  is effective upon filing with the Secretary of State or upon a later

18-25  date specified in the certificate or judicial decree, which must not be

18-26  more than 90 days after the certificate or judicial decree is filed.

18-27     3.  If a certificate specifies an effective date and if the

18-28  resolution of the members approving the proposed amendment

18-29  provides that one or more managers or, if management is not vested

18-30  in a manager, one or more members may abandon the proposed

18-31  amendment, then those managers or members may terminate the

18-32  effectiveness of the certificate by filing a certificate of termination

18-33  with the Secretary of State that:

18-34     (a) Is filed before the effective date specified in the certificate or

18-35  judicial decree filed pursuant to subsection 1;

18-36     (b) Identifies the certificate being terminated;

18-37     (c) States that, pursuant to the resolution of the members, the

18-38  manager of the company or, if management is not vested in a

18-39  manager, a designated member is authorized to terminate the

18-40  effectiveness of the certificate;

18-41     (d) States that the effectiveness of the certificate has been

18-42  terminated;

18-43     (e) Is signed by a manager of the company or, if management is

18-44  not vested in a manager, a designated member; and

18-45     (f) Is accompanied by a filing fee of [$150.] $175.

19-1      Sec. 26.  NRS 86.235 is hereby amended to read as follows:

19-2      86.235  1.  If a limited-liability company formed pursuant to

19-3  this chapter desires to change its resident agent, the change may be

19-4  effected by filing with the Secretary of State a certificate of change

19-5  of resident agent signed by a manager of the company or, if

19-6  management is not vested in a manager, by a member, that sets

19-7  forth:

19-8      (a) The name of the limited-liability company;

19-9      (b) The name and street address of its present resident agent; and

19-10     (c) The name and street address of the new resident agent.

19-11     2.  The new resident agent’s certificate of acceptance must be a

19-12  part of or attached to the certificate of change [.

19-13     3.  The] of resident agent.

19-14     3.  If the name of a resident agent is changed as a result of a

19-15  merger, conversion, exchange, sale, reorganization or

19-16  amendment, the resident agent shall:

19-17     (a) File with the Secretary of State a certificate of name

19-18  change of resident agent that includes:

19-19         (1) The current name of the resident agent as filed with the

19-20  Secretary of State;

19-21         (2) The new name of the resident agent; and

19-22         (3) The name and file number of each artificial person

19-23  formed, organized, registered or qualified pursuant to the

19-24  provisions of this title that the resident agent represents; and

19-25     (b) Pay to the Secretary of State a filing fee of $100.

19-26     4.  A change authorized by this section becomes effective upon

19-27  the filing of the proper certificate of change.

19-28     Sec. 26.5. NRS 86.251 is hereby amended to read as follows:

19-29     86.251  1.  A resident agent who desires to resign shall [file] :

19-30     (a) File with the Secretary of State a signed statement [for each

19-31  limited-liability company] in the manner provided pursuant to

19-32  subsection 1 of NRS 78.097 that he is unwilling to continue to act

19-33  as the resident agent of the limited-liability company for the service

19-34  of process [.] ; and

19-35     (b) Pay to the Secretary of State the filing fee set forth in

19-36  subsection 1 of NRS 78.097.

19-37  A resignation is not effective until the signed statement is filed with

19-38  the Secretary of State.

19-39     2.  The statement of resignation may contain a statement of the

19-40  affected limited-liability company appointing a successor resident

19-41  agent for that limited-liability company, giving the agent’s full

19-42  name, street address for the service of process, and mailing address

19-43  if different from the street address. A certificate of acceptance

19-44  executed by the new resident agent must accompany the statement

19-45  appointing a successor resident agent.

20-1      3.  Upon the filing of the statement of resignation with the

20-2  Secretary of State the capacity of the resigning person as resident

20-3  agent terminates. If the statement of resignation contains no

20-4  statement by the limited-liability company appointing a successor

20-5  resident agent, the resigning agent shall immediately give written

20-6  notice, by mail, to the limited-liability company of the filing of the

20-7  statement and its effect. The notice must be addressed to any

20-8  manager or, if none, to any member, of the limited-liability

20-9  company other than the resident agent.

20-10     4.  If a resident agent dies, resigns or moves from the State, the

20-11  limited-liability company, within 30 days thereafter, shall file with

20-12  the Secretary of State a certificate of acceptance executed by the

20-13  new resident agent. The certificate must set forth the name,

20-14  complete street address and mailing address, if different from the

20-15  street address, of the new resident agent.

20-16     5.  Each limited-liability company which fails to file a

20-17  certificate of acceptance executed by the new resident agent within

20-18  30 days after the death, resignation or removal of its resident agent

20-19  as provided in subsection 4, shall be deemed in default and is

20-20  subject to the provisions of NRS 86.272 and 86.274.

20-21     Sec. 27.  NRS 86.263 is hereby amended to read as follows:

20-22     86.263  1.  A limited-liability company shall, on or before the

20-23  first day of the second month after the filing of its articles of

20-24  organization with the Secretary of State, file with the Secretary of

20-25  State, on a form furnished by him, a list that contains:

20-26     (a) The name of the limited-liability company;

20-27     (b) The file number of the limited-liability company, if known;

20-28     (c) The names and titles of all of its managers or, if there is no

20-29  manager, all of its managing members;

20-30     (d) The mailing or street address, either residence or business, of

20-31  each manager or managing member listed, following the name of

20-32  the manager or managing member;

20-33     (e) The name and street address of the lawfully designated

20-34  resident agent of the limited-liability company; and

20-35     (f) The signature of a manager or managing member of the

20-36  limited-liability company certifying that the list is true, complete

20-37  and accurate.

20-38     2.  The limited-liability company shall annually thereafter, on

20-39  or before the last day of the month in which the anniversary date of

20-40  its organization occurs, file with the Secretary of State, on a form

20-41  furnished by him, an amended list containing all of the information

20-42  required in subsection 1. [If the limited-liability company has had no

20-43  changes in its managers or, if there is no manager, its managing

20-44  members, since its previous list was filed, no amended list need be

20-45  filed if a manager or managing member of the limited-liability

21-1  company certifies to the Secretary of State as a true and accurate

21-2  statement that no changes in the managers or managing members

21-3  have occurred.]

21-4      3.  Each list required by [subsection 1 and each list or

21-5  certification required by subsection] subsections 1 and 2 must be

21-6  accompanied by a declaration under penalty of perjury that the

21-7  limited-liability company has complied with the provisions of

21-8  chapter 364A of NRS.

21-9      4.  Upon filing:

21-10     (a) The initial list required by subsection 1, the limited-liability

21-11  company shall pay to the Secretary of State a fee of [$165.] $125.

21-12     (b) Each annual list required by subsection 2 , [or certifying that

21-13  no changes have occurred,] the limited-liability company shall pay

21-14  to the Secretary of State a fee of [$85.] $125.

21-15     5.  If a manager or managing member of a limited-liability

21-16  company resigns and the resignation is not made in conjunction

21-17  with the filing of an annual or amended list of managers and

21-18  managing members, the limited-liability company shall pay to the

21-19  Secretary of State a fee of $75 to file the resignation of the

21-20  manager or managing member.

21-21     6.  The Secretary of State shall, 60 days before the last day for

21-22  filing each list required by subsection 2, cause to be mailed to each

21-23  limited-liability company required to comply with the provisions of

21-24  this section, which has not become delinquent, a notice of the fee

21-25  due under subsection 4 and a reminder to file a list required by

21-26  subsection 2 . [or a certification of no change.] Failure of any

21-27  company to receive a notice or form does not excuse it from the

21-28  penalty imposed by law.

21-29     [6.] 7. If the list to be filed pursuant to the provisions of

21-30  subsection 1 or 2 is defective or the fee required by subsection 4 is

21-31  not paid, the Secretary of State may return the list for correction or

21-32  payment.

21-33     [7.] 8. An annual list for a limited-liability company not in

21-34  default received by the Secretary of State more than 60 days before

21-35  its due date shall be deemed an amended list for the previous year.

21-36     Sec. 28.  NRS 86.272 is hereby amended to read as follows:

21-37     86.272  1.  Each limited-liability company required to make a

21-38  filing and pay the fee prescribed in NRS 86.263 which refuses or

21-39  neglects to do so within the time provided is in default.

21-40     2.  For default there must be added to the amount of the fee a

21-41  penalty of [$50.] $75. The fee and penalty must be collected as

21-42  provided in this chapter.

21-43     Sec. 29.  NRS 86.276 is hereby amended to read as follows:

21-44     86.276  1.  Except as otherwise provided in subsections 3 and

21-45  4, the Secretary of State shall reinstate any limited-liability company

22-1  which has forfeited its right to transact business pursuant to the

22-2  provisions of this chapter and restore to the company its right to

22-3  carry on business in this state, and to exercise its privileges and

22-4  immunities, if it:

22-5      (a) Files with the Secretary of State [the] :

22-6          (1) The list required by NRS 86.263; and

22-7          (2) A certificate of acceptance of appointment signed by its

22-8  resident agent; and

22-9      (b) Pays to the Secretary of State:

22-10         (1) The filing fee and penalty set forth in NRS 86.263 and

22-11  86.272 for each year or portion thereof during which it failed to file

22-12  in a timely manner each required annual list; and

22-13         (2) A fee of [$200] $300 for reinstatement.

22-14     2.  When the Secretary of State reinstates the limited-liability

22-15  company, he shall:

22-16     (a) Immediately issue and deliver to the company a certificate of

22-17  reinstatement authorizing it to transact business as if the filing fee

22-18  had been paid when due; and

22-19     (b) Upon demand, issue to the company one or more certified

22-20  copies of the certificate of reinstatement.

22-21     3.  The Secretary of State shall not order a reinstatement unless

22-22  all delinquent fees and penalties have been paid, and the revocation

22-23  of the charter occurred only by reason of failure to pay the fees and

22-24  penalties.

22-25     4.  If a company’s charter has been revoked pursuant to the

22-26  provisions of this chapter and has remained revoked for a period of

22-27  5 consecutive years, the charter must not be reinstated.

22-28     Sec. 30.  NRS 86.401 is hereby amended to read as follows:

22-29     86.401  1.  On application to a court of competent jurisdiction

22-30  by a judgment creditor of a member, the court may charge the

22-31  member’s interest with payment of the unsatisfied amount of the

22-32  judgment with interest. To the extent so charged, the judgment

22-33  creditor has only the rights of an assignee of the member’s interest.

22-34     2.  [The court may appoint a receiver of the share of the

22-35  distributions due or to become due to the judgment debtor in respect

22-36  of the limited-liability company. The receiver has only the rights of

22-37  an assignee. The court may make all other orders, directions,

22-38  accounts and inquiries that the judgment debtor might have made or

22-39  which the circumstances of the case may require.

22-40     3.  A charging order constitutes a lien on the member’s interest

22-41  of the judgment debtor. The court may order a foreclosure of the

22-42  member’s interest subject to the charging order at any time. The

22-43  purchaser at the foreclosure sale has only the rights of an assignee.

23-1      4.  Unless otherwise provided in the articles of organization or

23-2  operating agreement, at any time before foreclosure, a member’s

23-3  interest charged may be redeemed:

23-4      (a) By the judgment debtor;

23-5      (b) With property other than property of the limited-liability

23-6  company, by one or more of the other members; or

23-7      (c) By the limited-liability company with the consent of all of

23-8  the members whose interests are not so charged.

23-9      5.]This section [provides] :

23-10     (a) Provides the exclusive remedy by which a judgment creditor

23-11  of a member or an assignee of a member may satisfy a judgment out

23-12  of the member’s interest of the judgment debtor.

23-13     [6.  No creditor of a member has any right to obtain possession

23-14  of, or otherwise exercise legal or equitable remedies with respect to,

23-15  the property of the limited-liability company.

23-16     7.  This section does]

23-17     (b) Does not deprive any member of the benefit of any

23-18  exemption applicable to his interest.

23-19     Sec. 31.  NRS 86.561 is hereby amended to read as follows:

23-20     86.561  1.  The Secretary of State shall charge and collect for:

23-21     (a) Filing the original articles of organization, or for registration

23-22  of a foreign company, [$175;] $75;

23-23     (b) Amending or restating the articles of organization, amending

23-24  the registration of a foreign company or filing a certificate of

23-25  correction, [$150;] $175;

23-26     (c) Filing the articles of dissolution of a domestic or foreign

23-27  company, [$60;] $75;

23-28     (d) Filing a statement of change of address of a records or

23-29  registered office, or change of the resident agent, [$30;] $60;

23-30     (e) Certifying articles of organization or an amendment to the

23-31  articles, in both cases where a copy is provided, [$20;] $30;

23-32     (f) Certifying an authorized printed copy of this chapter,

23-33  [$20;] $30;

23-34     (g) Reserving a name for a limited-liability company,

23-35  [$20;] $25;

23-36     (h) Filing a certificate of cancellation, [$60;] $75;

23-37     (i) Executing, filing or certifying any other document, [$40;]

23-38  $50; and

23-39     (j) Copies made at the Office of the Secretary of State, [$1] $2

23-40  per page.

23-41     2.  The Secretary of State shall charge and collect at the time of

23-42  any service of process on him as agent for service of process of a

23-43  limited-liability company, [$10] $100 which may be recovered as

23-44  taxable costs by the party to the action causing the service to be

23-45  made if the party prevails in the action.

24-1      3.  Except as otherwise provided in this section, the fees set

24-2  forth in NRS 78.785 apply to this chapter.

24-3      Sec. 32.  NRS 86.568 is hereby amended to read as follows:

24-4      86.568  1.  A limited-liability company may correct a

24-5  document filed by the Secretary of State with respect to the limited-

24-6  liability company if the document contains an inaccurate record of a

24-7  company action described in the document or was defectively

24-8  executed, attested, sealed, verified or acknowledged.

24-9      2.  To correct a document, the limited-liability company must:

24-10     (a) Prepare a certificate of correction that:

24-11         (1) States the name of the limited-liability company;

24-12         (2) Describes the document, including, without limitation, its

24-13  filing date;

24-14         (3) Specifies the inaccuracy or defect;

24-15         (4) Sets forth the inaccurate or defective portion of the

24-16  document in an accurate or corrected form; and

24-17         (5) Is signed by a manager of the company, or if

24-18  management is not vested in a manager, by a member of the

24-19  company.

24-20     (b) Deliver the certificate to the Secretary of State for filing.

24-21     (c) Pay a filing fee of [$150] $175 to the Secretary of State.

24-22     3.  A certificate of correction is effective on the effective date

24-23  of the document it corrects except as to persons relying on the

24-24  uncorrected document and adversely affected by the correction. As

24-25  to those persons, the certificate is effective when filed.

24-26     Sec. 33.  NRS 86.580 is hereby amended to read as follows:

24-27     86.580  1.  A limited-liability company which did exist or is

24-28  existing pursuant to the laws of this state may, upon complying with

24-29  the provisions of NRS 86.276, procure a renewal or revival of its

24-30  charter for any period, together with all the rights, franchises,

24-31  privileges and immunities, and subject to all its existing and

24-32  preexisting debts, duties and liabilities secured or imposed by its

24-33  original charter and amendments thereto, or existing charter, by

24-34  filing:

24-35     (a) A certificate with the Secretary of State, which must set

24-36  forth:

24-37         (1) The name of the limited-liability company, which must

24-38  be the name of the limited-liability company at the time of the

24-39  renewal or revival, or its name at the time its original charter

24-40  expired.

24-41         (2) The name of the person lawfully designated as the

24-42  resident agent of the limited-liability company, his street address for

24-43  the service of process, and his mailing address if different from his

24-44  street address.

25-1          (3) The date when the renewal or revival of the charter is to

25-2  commence or be effective, which may be, in cases of a revival,

25-3  before the date of the certificate.

25-4          (4) Whether or not the renewal or revival is to be perpetual,

25-5  and, if not perpetual, the time for which the renewal or revival is to

25-6  continue.

25-7          (5) That the limited-liability company desiring to renew or

25-8  revive its charter is, or has been, organized and carrying on the

25-9  business authorized by its existing or original charter and

25-10  amendments thereto, and desires to renew or continue through

25-11  revival its existence pursuant to and subject to the provisions of this

25-12  chapter.

25-13     (b) A list of its managers, or if there are no managers, all its

25-14  managing members and their post office box or street addresses,

25-15  either residence or business.

25-16     2.  A limited-liability company whose charter has not expired

25-17  and is being renewed shall cause the certificate to be signed by its

25-18  manager, or if there is no manager, by a person designated by its

25-19  members. The certificate must be approved by a majority in interest.

25-20     3.  A limited-liability company seeking to revive its original or

25-21  amended charter shall cause the certificate to be signed by a person

25-22  or persons designated or appointed by the members. The execution

25-23  and filing of the certificate must be approved by the written consent

25-24  of a majority in interest and must contain a recital that this consent

25-25  was secured. The limited-liability company shall pay to the

25-26  Secretary of State the fee required to establish a new limited-

25-27  liability company pursuant to the provisions of this chapter.

25-28     4.  The filed certificate, or a copy thereof which has been

25-29  certified under the hand and seal of the Secretary of State, must be

25-30  received in all courts and places as prima facie evidence of the facts

25-31  therein stated and of the existence of the limited-liability company

25-32  therein named.

25-33     Sec. 34.  NRS 87.460 is hereby amended to read as follows:

25-34     87.460  1.  A certificate of registration of a registered limited-

25-35  liability partnership may be amended by filing with the Secretary of

25-36  State a certificate of amendment. The certificate of amendment must

25-37  set forth:

25-38     (a) The name of the registered limited-liability partnership;

25-39     (b) The dates on which the registered limited-liability

25-40  partnership filed its original certificate of registration and any other

25-41  certificates of amendment; and

25-42     (c) The change to the information contained in the original

25-43  certificate of registration or any other certificates of amendment.

25-44     2.  The certificate of amendment must be:

26-1      (a) Signed by a managing partner of the registered limited-

26-2  liability partnership; and

26-3      (b) Accompanied by a fee of [$150.] $175.

26-4      Sec. 35.  NRS 87.470 is hereby amended to read as follows:

26-5      87.470  The registration of a registered limited-liability

26-6  partnership is effective until:

26-7      1.  Its certificate of registration is revoked pursuant to

26-8  NRS 87.520; or

26-9      2.  The registered limited-liability partnership files with the

26-10  Secretary of State a written notice of withdrawal executed by a

26-11  managing partner. The notice must be accompanied by a fee of

26-12  [$60.] $75.

26-13     Sec. 36.  NRS 87.490 is hereby amended to read as follows:

26-14     87.490  1.  If a registered limited-liability partnership wishes

26-15  to change the location of its principal office in this state or its

26-16  resident agent, it shall first file with the Secretary of State a

26-17  certificate of change of principal office or resident agent that sets

26-18  forth:

26-19     (a) The name of the registered limited-liability partnership;

26-20     (b) The street address of its principal office;

26-21     (c) If the location of its principal office will be changed, the

26-22  street address of its new principal office;

26-23     (d) The name of its resident agent; and

26-24     (e) If its resident agent will be changed, the name of its new

26-25  resident agent.

26-26  [The]

26-27     2.  A certificate of acceptance [of its] signed by the new

26-28  resident agent must accompany the certificate of change [.

26-29     2.] of resident agent.

26-30     3. A certificate of change of principal office or resident agent

26-31  filed pursuant to this section must be:

26-32     (a) Signed by a managing partner of the registered limited-

26-33  liability partnership; and

26-34     (b) Accompanied by a fee of [$30.] $60.

26-35     4.  If the name of a resident agent is changed as a result of a

26-36  merger, conversion, exchange, sale, reorganization or

26-37  amendment, the resident agent shall:

26-38     (a) File with the Secretary of State a certificate of name

26-39  change of resident agent that includes:

26-40         (1) The current name of the resident agent as filed with the

26-41  Secretary of State;

26-42         (2) The new name of the resident agent; and

26-43         (3) The name and file number of each artificial person

26-44  formed, organized, registered or qualified pursuant to the

26-45  provisions of this title that the resident agent represents; and

27-1      (b) Pay to the Secretary of State a filing fee of $100.

27-2      5.  A change authorized by this section becomes effective upon

27-3  the filing of the proper certificate of change.

27-4      Sec. 36.5. NRS 87.500 is hereby amended to read as follows:

27-5      87.500  1.  A resident agent [of a registered limited-liability

27-6  partnership] who wishes to resign shall [file] :

27-7      (a) File with the Secretary of State a signed statement in the

27-8  manner provided pursuant to subsection 1 of NRS 78.097 that he is

27-9  unwilling to continue to act as the resident agent of the registered

27-10  limited-liability partnership for the service of process [.] ; and

27-11     (b) Pay to the Secretary of State the filing fee set forth in

27-12  subsection 1 of NRS 78.097.

27-13  A resignation is not effective until the signed statement is filed with

27-14  the Secretary of State.

27-15     2.  The statement of resignation may contain a statement by the

27-16  affected registered limited-liability partnership appointing a

27-17  successor resident agent. A certificate of acceptance signed by the

27-18  new agent, stating the full name, complete street address and, if

27-19  different from the street address, the mailing address of the new

27-20  agent, must accompany the statement appointing the new resident

27-21  agent.

27-22     3.  Upon the filing of the statement with the Secretary of State,

27-23  the capacity of the person as resident agent terminates. If the

27-24  statement of resignation contains no statement by the registered

27-25  limited-liability partnership appointing a successor resident agent,

27-26  the resigning agent shall immediately give written notice, by

27-27  certified mail, to the registered limited-liability partnership of the

27-28  filing of the statement and its effect. The notice must be addressed

27-29  to a managing partner in this state.

27-30     4.  If a resident agent dies, resigns or removes himself from the

27-31  State, the registered limited-liability partnership shall, within 30

27-32  days thereafter, file with the Secretary of State a certificate of

27-33  acceptance, executed by the new resident agent. The certificate must

27-34  set forth the full name, complete street address and, if different from

27-35  the street address, the mailing address of the newly designated

27-36  resident agent.

27-37     5.  If a registered limited-liability partnership fails to file a

27-38  certificate of acceptance within the period required by [this

27-39  subsection,] subsection 4, it is in default and is subject to the

27-40  provisions of NRS 87.520.

27-41     Sec. 37.  NRS 87.510 is hereby amended to read as follows:

27-42     87.510  1.  A registered limited-liability partnership shall, on

27-43  or before the first day of the second month after the filing of its

27-44  certificate of registration with the Secretary of State, and annually

27-45  thereafter on or before the last day of the month in which the

28-1  anniversary date of the filing of its certificate of registration with the

28-2  Secretary of State occurs, file with the Secretary of State, on a form

28-3  furnished by him, a list that contains:

28-4      (a) The name of the registered limited-liability partnership;

28-5      (b) The file number of the registered limited-liability

28-6  partnership, if known;

28-7      (c) The names of all of its managing partners;

28-8      (d) The mailing or street address, either residence or business, of

28-9  each managing partner;

28-10     (e) The name and street address of the lawfully designated

28-11  resident agent of the registered limited-liability partnership; and

28-12     (f) The signature of a managing partner of the registered limited-

28-13  liability partnership certifying that the list is true, complete and

28-14  accurate.

28-15  Each list filed pursuant to this subsection must be accompanied by a

28-16  declaration under penalty of perjury that the registered limited-

28-17  liability partnership has complied with the provisions of chapter

28-18  364A of NRS.

28-19     2.  Upon filing:

28-20     (a) The initial list required by subsection 1, the registered

28-21  limited-liability partnership shall pay to the Secretary of State a fee

28-22  of [$165.] $125.

28-23     (b) Each annual list required by subsection 1, the registered

28-24  limited-liability partnership shall pay to the Secretary of State a fee

28-25  of [$85.] $125.

28-26     3.  If a managing partner of a registered limited-liability

28-27  partnership resigns and the resignation is not made in conjunction

28-28  with the filing of an annual or amended list of managing partners,

28-29  the registered limited-liability partnership shall pay to the

28-30  Secretary of State a fee of $75 to file the resignation of the

28-31  managing partner.

28-32     4. The Secretary of State shall, at least 60 days before the last

28-33  day for filing each annual list required by subsection 1, cause to be

28-34  mailed to the registered limited-liability partnership a notice of the

28-35  fee due pursuant to subsection 2 and a reminder to file the annual

28-36  list required by subsection 1. The failure of any registered limited-

28-37  liability partnership to receive a notice or form does not excuse it

28-38  from complying with the provisions of this section.

28-39     [4.] 5. If the list to be filed pursuant to the provisions of

28-40  subsection 1 is defective, or the fee required by subsection 2 is not

28-41  paid, the Secretary of State may return the list for correction or

28-42  payment.

28-43     [5.] 6. An annual list that is filed by a registered limited-

28-44  liability partnership which is not in default more than 60 days before

28-45  it is due shall be deemed an amended list for the previous year and

29-1  does not satisfy the requirements of subsection 1 for the year to

29-2  which the due date is applicable.

29-3      Sec. 38.  NRS 87.520 is hereby amended to read as follows:

29-4      87.520  1.  A registered limited-liability partnership that fails

29-5  to comply with the provisions of NRS 87.510 is in default.

29-6      2.  Any registered limited-liability partnership that is in default

29-7  pursuant to subsection 1 must, in addition to the fee required to be

29-8  paid pursuant to NRS 87.510, pay a penalty of [$50.] $75.

29-9      3.  On or before the 15th day of the third month after the month

29-10  in which the fee required to be paid pursuant to NRS 87.510 is due,

29-11  the Secretary of State shall notify, by certified mail, the resident

29-12  agent of any registered limited-liability partnership that is in default.

29-13  The notice must include the amount of any payment that is due from

29-14  the registered limited-liability partnership.

29-15     4.  If a registered limited-liability partnership fails to pay the

29-16  amount that is due, the certificate of registration of the registered

29-17  limited-liability partnership shall be deemed revoked on the first day

29-18  of the ninth month after the month in which the fee required to be

29-19  paid pursuant to NRS 87.510 was due. The Secretary of State shall

29-20  notify a registered limited-liability partnership, by certified mail,

29-21  addressed to its resident agent or, if the registered limited-liability

29-22  partnership does not have a resident agent, to a managing partner,

29-23  that its certificate of registration is revoked and the amount of any

29-24  fees and penalties that are due.

29-25     Sec. 39.  NRS 87.530 is hereby amended to read as follows:

29-26     87.530  1.  Except as otherwise provided in subsection 3, the

29-27  Secretary of State shall reinstate the certificate of registration of a

29-28  registered limited-liability partnership that is revoked pursuant to

29-29  NRS 87.520 if the registered limited-liability partnership:

29-30     (a) Files with the Secretary of State [the] :

29-31         (1) The information required by NRS 87.510; and

29-32         (2) A certificate of acceptance of appointment signed by its

29-33  resident agent; and

29-34     (b) Pays to the Secretary of State:

29-35         (1) The fee required to be paid by [that section;]

29-36  NRS 87.510;

29-37         (2) Any penalty required to be paid pursuant to NRS 87.520;

29-38  and

29-39         (3) A reinstatement fee of [$200.] $300.

29-40     2.  Upon reinstatement of a certificate of registration pursuant

29-41  to this section, the Secretary of State shall:

29-42     (a) Deliver to the registered limited-liability partnership a

29-43  certificate of reinstatement authorizing it to transact business

29-44  retroactively from the date the fee required by NRS 87.510 was due;

29-45  and

30-1      (b) Upon request, issue to the registered limited-liability

30-2  partnership one or more certified copies of the certificate of

30-3  reinstatement.

30-4      3.  The Secretary of State shall not reinstate the certificate of

30-5  registration of a registered limited-liability partnership if the

30-6  certificate was revoked pursuant to NRS 87.520 at least 5 years

30-7  before the date of the proposed reinstatement.

30-8      Sec. 40.  NRS 87.547 is hereby amended to read as follows:

30-9      87.547  1.  A limited-liability partnership may correct a

30-10  document filed by the Secretary of State with respect to the limited-

30-11  liability partnership if the document contains an inaccurate record of

30-12  a partnership action described in the document or was defectively

30-13  executed, attested, sealed, verified or acknowledged.

30-14     2.  To correct a document, the limited-liability partnership

30-15  must:

30-16     (a) Prepare a certificate of correction that:

30-17         (1) States the name of the limited-liability partnership;

30-18         (2) Describes the document, including, without limitation, its

30-19  filing date;

30-20         (3) Specifies the inaccuracy or defect;

30-21         (4) Sets forth the inaccurate or defective portion of the

30-22  document in an accurate or corrected form; and

30-23         (5) Is signed by a managing partner of the limited-liability

30-24  partnership.

30-25     (b) Deliver the certificate to the Secretary of State for filing.

30-26     (c) Pay a filing fee of [$150] $175 to the Secretary of State.

30-27     3.  A certificate of correction is effective on the effective date

30-28  of the document it corrects except as to persons relying on the

30-29  uncorrected document and adversely affected by the correction. As

30-30  to those persons, the certificate is effective when filed.

30-31     Sec. 41.  NRS 87.550 is hereby amended to read as follows:

30-32     87.550  In addition to any other fees required by NRS 87.440 to

30-33  87.540, inclusive, and 87.560, the Secretary of State shall charge

30-34  and collect the following fees for services rendered pursuant to

30-35  those sections:

30-36     1.  For certifying documents required by NRS 87.440 to 87.540,

30-37  inclusive, and 87.560, [$20] $30 per certification.

30-38     2.  For executing a certificate verifying the existence of a

30-39  registered limited-liability partnership, if the registered limited-

30-40  liability partnership has not filed a certificate of amendment,

30-41  [$40.] $50.

30-42     3.  For executing a certificate verifying the existence of a

30-43  registered limited-liability partnership, if the registered limited-

30-44  liability partnership has filed a certificate of amendment, [$40.] $50.

31-1      4.  For executing, certifying or filing any certificate or

31-2  document not required by NRS 87.440 to 87.540, inclusive, and

31-3  87.560, [$40.] $50.

31-4      5.  For any copies made by the Office of the Secretary of State,

31-5  [$1] $2 per page.

31-6      6.  For examining and provisionally approving any document

31-7  before the document is presented for filing, [$100.] $125.

31-8      Sec. 42.  Chapter 88 of NRS is hereby amended by adding

31-9  thereto the provisions set forth as sections 43 to 50, inclusive, of this

31-10  act.

31-11     Sec. 43.  1.  To become a registered limited-liability limited

31-12  partnership, a limited partnership shall file with the Secretary of

31-13  State a certificate of registration stating each of the following:

31-14     (a) The name of the limited partnership.

31-15     (b) The street address of its principal office.

31-16     (c) The name of the person designated as the resident agent of

31-17  the limited partnership, the street address of the resident agent

31-18  where process may be served upon the partnership and the mailing

31-19  address of the resident agent if it is different from his street

31-20  address.

31-21     (d) The name and business address of each organizer

31-22  executing the certificate.

31-23     (e) The name and business address of each initial general

31-24  partner.

31-25     (f) That the limited partnership thereafter will be a registered

31-26  limited-liability limited partnership.

31-27     (g) Any other information that the limited partnership wishes

31-28  to include.

31-29     2.  The certificate of registration must be executed by the vote

31-30  necessary to amend the partnership agreement or, in the case of a

31-31  partnership agreement that expressly considers contribution

31-32  obligations, the vote necessary to amend those provisions.

31-33     3.  The Secretary of State shall register as a registered limited-

31-34  liability limited partnership any limited partnership that submits a

31-35  completed certificate of registration with the required fee.

31-36     4.  The registration of a registered limited-liability limited

31-37  partnership is effective at the time of the filing of the certificate of

31-38  registration.

31-39     Sec. 44.  1.  The name proposed for a registered limited-

31-40  liability limited partnership must contain the words “Limited-

31-41  Liability Limited Partnership” or “Registered Limited-Liability

31-42  Limited Partnership” or the abbreviation “L.L.L.P.” or “LLLP”

31-43  as the last words or letters of the name and must be

31-44  distinguishable on the records of the Secretary of State from the

31-45  names of all other artificial persons formed, organized, registered

32-1  or qualified pursuant to the provisions of this title that are on file

32-2  in the Office of the Secretary of State and all names that are

32-3  reserved in the Office of the Secretary of State pursuant to the

32-4  provisions of this title. If the name of the registered limited-

32-5  liability limited partnership on a certificate of registration of

32-6  limited-liability limited partnership submitted to the Secretary of

32-7  State is not distinguishable from any name on file or reserved

32-8  name, the Secretary of State shall return the certificate to the

32-9  person who signed it, unless the written, acknowledged consent to

32-10  the same name of the holder of the name on file or reserved name

32-11  to use the name accompanies the certificate.

32-12     2.  For the purposes of this section, a proposed name is not

32-13  distinguishable from a name on file or reserved name solely

32-14  because one or the other contains distinctive lettering, a distinctive

32-15  mark, a trademark or a trade name, or any combination of these.

32-16     3.  The name of a registered limited-liability limited

32-17  partnership whose right to transact business has been forfeited,

32-18  which has merged and is not the surviving entity or whose

32-19  existence has otherwise terminated is available for use by any

32-20  other artificial person.

32-21     4.  The Secretary of State may adopt regulations that interpret

32-22  the requirements of this section.

32-23     Sec. 45.  The registration of a registered limited-liability

32-24  limited partnership is effective until:

32-25     1.  Its certificate of registration is revoked pursuant to NRS

32-26  88.405; or

32-27     2.  The registered limited-liability limited partnership files

32-28  with the Secretary of State a written notice of withdrawal executed

32-29  by a general partner. The notice must be accompanied by a fee

32-30  of $60.

32-31     Sec. 46.  The status of a limited partnership as a registered

32-32  limited-liability limited partnership, and the liability of its

32-33  partners, are not affected by errors in the information contained

32-34  in a certificate of registration or an annual list required to be filed

32-35  with the Secretary of State, or by changes after the filing of such a

32-36  certificate or list in the information contained in the certificate or

32-37  list.

32-38     Sec. 47.  1.  Notwithstanding any provision in a partnership

32-39  agreement that may have existed before a limited partnership

32-40  became a registered limited-liability limited partnership pursuant

32-41  to section 43 of this act, if a registered limited-liability limited

32-42  partnership incurs a debt or liability:

32-43     (a) The debt or liability is solely the responsibility of the

32-44  registered limited-liability limited partnership; and

33-1      (b) A partner of a registered limited-liability limited

33-2  partnership is not individually liable for the debt or liability by way

33-3  of acting as a partner.

33-4      2.  For purposes of this section, the failure of a registered

33-5  limited-liability limited partnership to observe the formalities or

33-6  requirements relating to the management of the registered limited-

33-7  liability limited partnership, in and of itself, is not sufficient to

33-8  establish grounds for imposing personal liability on a partner for a

33-9  debt or liability of the registered limited-liability limited

33-10  partnership.

33-11     Sec. 48.  1.  Except as otherwise provided by specific statute,

33-12  no partner of a registered limited-liability limited partnership is

33-13  individually liable for a debt or liability of the registered limited-

33-14  liability limited partnership, unless the partner acts as the alter

33-15  ego of the registered limited-liability limited partnership.

33-16     2.  A partner acts as the alter ego of a registered limited-

33-17  liability limited partnership if:

33-18     (a) The registered limited-liability limited partnership is

33-19  influenced and governed by the partner;

33-20     (b) There is such unity of interest and ownership that the

33-21  registered limited-liability limited partnership and the partner are

33-22  inseparable from each other; and

33-23     (c) Adherence to the fiction of a separate entity would sanction

33-24  fraud or promote a manifest injustice.

33-25     3.  The question of whether a partner acts as the alter ego of a

33-26  registered limited-liability limited partnership must be determined

33-27  by the court as a matter of law.

33-28     Sec. 49.  To the extent permitted by the law of that

33-29  jurisdiction:

33-30     1.  A limited partnership, including a registered limited-

33-31  liability limited partnership, formed and existing under this

33-32  chapter, may conduct its business, carry on its operations, and

33-33  exercise the powers granted by this chapter in any state, territory,

33-34  district or possession of the United States or in any foreign

33-35  country.

33-36     2.  The internal affairs of a limited partnership, including a

33-37  registered limited-liability limited partnership, formed and existing

33-38  under this chapter, including the liability of partners for debts,

33-39  obligations and liabilities of or chargeable to the partnership, are

33-40  governed by the laws of this state.

33-41     Sec. 50.  The name of a foreign registered limited-liability

33-42  limited partnership that is doing business in this state must

33-43  contain the words “Limited-Liability Limited Partnership” or

33-44  “Registered Limited-Liability Limited Partnership” or the

33-45  abbreviations “L.L.L.P.” or “LLLP,” or such other words or

34-1  abbreviations as may be required or authorized by the laws of the

34-2  other jurisdiction, as the last words or letters of the name.

34-3      Sec. 51.  NRS 88.315 is hereby amended to read as follows:

34-4      88.315  As used in this chapter, unless the context otherwise

34-5  requires:

34-6      1.  “Certificate of limited partnership” means the certificate

34-7  referred to in NRS 88.350, and the certificate as amended or

34-8  restated.

34-9      2.  “Contribution” means any cash, property, services rendered,

34-10  or a promissory note or other binding obligation to contribute cash

34-11  or property or to perform services, which a partner contributes to a

34-12  limited partnership in his capacity as a partner.

34-13     3.  “Event of withdrawal of a general partner” means an event

34-14  that causes a person to cease to be a general partner as provided in

34-15  NRS 88.450.

34-16     4.  “Foreign limited partnership” means a partnership formed

34-17  under the laws of any state other than this state and having as

34-18  partners one or more general partners and one or more limited

34-19  partners.

34-20     5.  “Foreign registered limited-liability limited partnership”

34-21  means a foreign limited-liability limited partnership:

34-22     (a) Formed pursuant to an agreement governed by the laws of

34-23  another state; and

34-24     (b) Registered pursuant to and complying with NRS 88.570 to

34-25  88.605, inclusive, and section 50 of this act.

34-26     6. “General partner” means a person who has been admitted to

34-27  a limited partnership as a general partner in accordance with the

34-28  partnership agreement and named in the certificate of limited

34-29  partnership as a general partner.

34-30     [6.] 7. “Limited partner” means a person who has been

34-31  admitted to a limited partnership as a limited partner in accordance

34-32  with the partnership agreement.

34-33     [7.] 8. “Limited partnership” and “domestic limited

34-34  partnership” mean a partnership formed by two or more persons

34-35  under the laws of this state and having one or more general partners

34-36  and one or more limited partners.

34-37     [8.] 9. “Partner” means a limited or general partner.

34-38     [9.] 10. “Partnership agreement” means any valid agreement,

34-39  written or oral, of the partners as to the affairs of a limited

34-40  partnership and the conduct of its business.

34-41     [10.] 11. “Partnership interest” means a partner’s share of the

34-42  profits and losses of a limited partnership and the right to receive

34-43  distributions of partnership assets.

34-44     [11.] 12. “Registered limited-liability limited partnership”

34-45  means a limited partnership:

35-1      (a) Formed pursuant to an agreement governed by this

35-2  chapter; and

35-3      (b) Registered pursuant to and complying with NRS 88.350 to

35-4  88.415, inclusive, and sections 43, 44 and 45 of this act.

35-5      13.  “Registered office” means the office maintained at the

35-6  street address of the resident agent.

35-7      [12.] 14. “Resident agent” means the agent appointed by the

35-8  limited partnership upon whom process or a notice or demand

35-9  authorized by law to be served upon the limited partnership may be

35-10  served.

35-11     [13.] 15. “Sign” means to affix a signature to a document.

35-12     [14.] 16. “Signature” means a name, word or mark executed or

35-13  adopted by a person with the present intention to authenticate a

35-14  document. The term includes, without limitation, an electronic

35-15  signature as defined in NRS 719.100.

35-16     [15.] 17. “State” means a state, territory or possession of the

35-17  United States, the District of Columbia or the Commonwealth of

35-18  Puerto Rico.

35-19     [16.] 18. “Street address” of a resident agent means the actual

35-20  physical location in this state at which a resident is available for

35-21  service of process.

35-22     Sec. 52.  NRS 88.320 is hereby amended to read as follows:

35-23     88.320  1.  [The] Except as otherwise provided in section 44

35-24  of this act, the name proposed for a limited partnership as set forth

35-25  in its certificate of limited partnership:

35-26     (a) Must contain the words “limited partnership,” or the

35-27  abbreviation “LP” or “L.P.” ;

35-28     (b) May not contain the name of a limited partner unless:

35-29         (1) It is also the name of a general partner or the corporate

35-30  name of a corporate general partner; or

35-31         (2) The business of the limited partnership had been carried

35-32  on under that name before the admission of that limited partner; and

35-33     (c) Must be distinguishable on the records of the Secretary of

35-34  State from the names of all other artificial persons formed,

35-35  organized, registered or qualified pursuant to the provisions of this

35-36  title that are on file in the Office of the Secretary of State and all

35-37  names that are reserved in the Office of the Secretary of State

35-38  pursuant to the provisions of this title. If the name on the certificate

35-39  of limited partnership submitted to the Secretary of State is not

35-40  distinguishable from any name on file or reserved name, the

35-41  Secretary of State shall return the certificate to the filer, unless

35-42  the written, acknowledged consent to the use of the same or the

35-43  requested similar name of the holder of the name on file or reserved

35-44  name accompanies the certificate of limited partnership.

36-1      2.  For the purposes of this section, a proposed name is not

36-2  distinguished from a name on file or reserved name solely because

36-3  one or the other contains distinctive lettering, a distinctive mark, a

36-4  trademark or a trade name, or any combination of these.

36-5      3.  The name of a limited partnership whose right to transact

36-6  business has been forfeited, which has merged and is not the

36-7  surviving entity or whose existence has otherwise terminated is

36-8  available for use by any other artificial person.

36-9      4.  The Secretary of State may adopt regulations that interpret

36-10  the requirements of this section.

36-11     Sec. 53.  NRS 88.331 is hereby amended to read as follows:

36-12     88.331  1.  If a limited partnership created pursuant to this

36-13  chapter desires to change its resident agent, the change may be

36-14  effected by filing with the Secretary of State a certificate of change

36-15  [,] of resident agent, signed by a general partner, which sets forth:

36-16     (a) The name of the limited partnership;

36-17     (b) The name and street address of its present resident agent; and

36-18     (c) The name and street address of the new resident agent.

36-19     2.  The new resident agent’s certificate of acceptance must be a

36-20  part of or attached to the certificate of change [.

36-21     3.  The] of resident agent.

36-22     3.  If the name of a resident agent is changed as a result of a

36-23  merger, conversion, exchange, sale, reorganization or

36-24  amendment, the resident agent shall:

36-25     (a) File with the Secretary of State a certificate of name

36-26  change of resident agent that includes:

36-27         (1) The current name of the resident agent as filed with the

36-28  Secretary of State;

36-29         (2) The new name of the resident agent; and

36-30         (3) The name and file number of each artificial person

36-31  formed, organized, registered or qualified pursuant to the

36-32  provisions of this title that the resident agent represents; and

36-33     (b) Pay to the Secretary of State a filing fee of $100.

36-34     4.  A change authorized by this section becomes effective upon

36-35  the filing of the proper certificate of change.

36-36     Sec. 53.5. NRS 88.332 is hereby amended to read as follows:

36-37     88.332  1.  [Any person who has been designated by a limited

36-38  partnership as its] A resident agent [and who thereafter] who desires

36-39  to resign shall [file] :

36-40     (a) File with the Secretary of State a signed statement in the

36-41  manner provided pursuant to subsection 1 of NRS 78.097 that he is

36-42  unwilling to continue to act as the resident agent of the limited

36-43  partnership [.] for the service of process; and

36-44     (b) Pay to the Secretary of State the filing fee set forth in

36-45  subsection 1 of NRS 78.097.

37-1  A resignation is not effective until the signed statement is filed with

37-2  the Secretary of State.

37-3      2.  The statement of resignation may contain a statement by the

37-4  affected limited partnership appointing a successor resident agent

37-5  for the limited partnership. A certificate of acceptance executed by

37-6  the new agent, stating the full name, complete street address and, if

37-7  different from the street address, mailing address of the new agent,

37-8  must accompany the statement appointing the new agent.

37-9      [2.] 3. Upon the filing of the statement with the Secretary of

37-10  State , the capacity of the person as resident agent terminates. If the

37-11  statement of resignation does not contain a statement by the limited

37-12  partnership appointing a successor resident agent, the resigning

37-13  agent shall immediately give written notice, by mail, to the limited

37-14  partnership of the filing of the statement and the effect thereof. The

37-15  notice must be addressed to a general partner of the partnership

37-16  other than the resident agent.

37-17     [3.] 4. If a designated resident agent dies, resigns or removes

37-18  from the State, the limited partnership, within 30 days thereafter,

37-19  shall file with the Secretary of State a certificate of acceptance,

37-20  executed by the new resident agent. The certificate must set forth

37-21  the full name, complete street address and, if different from the

37-22  street address, mailing address of the newly designated resident

37-23  agent.

37-24     [4.] 5. Each limited partnership which fails to file a certificate

37-25  of acceptance executed by the new resident agent within 30 days

37-26  after the death, resignation or removal of its resident agent as

37-27  provided in subsection [3] 4 shall be deemed in default and is

37-28  subject to the provisions of NRS 88.400 and 88.405.

37-29     Sec. 54.  NRS 88.335 is hereby amended to read as follows:

37-30     88.335  1.  A limited partnership shall keep at the office

37-31  referred to in paragraph (a) of subsection 1 of NRS 88.330 the

37-32  following:

37-33     (a) A current list of the full name and last known business

37-34  address of each partner , separately identifying the general partners

37-35  in alphabetical order and the limited partners in alphabetical order;

37-36     (b) A copy of the certificate of limited partnership and all

37-37  certificates of amendment thereto, together with executed copies of

37-38  any powers of attorney pursuant to which any certificate has been

37-39  executed;

37-40     (c) Copies of the limited partnership’s federal, state, and local

37-41  income tax returns and reports, if any, for the 3 most recent years;

37-42     (d) Copies of any then effective written partnership agreements

37-43  [and] ;

37-44     (e) Copies of any financial statements of the limited partnership

37-45  for the 3 most recent years; and

38-1      [(e)] (f) Unless contained in a written partnership agreement, a

38-2  writing setting out:

38-3          (1) The amount of cash and a description and statement of

38-4  the agreed value of the other property or services contributed by

38-5  each partner and which each partner has agreed to contribute;

38-6          (2) The times at which or events on the happening of which

38-7  any additional contributions agreed to be made by each partner are

38-8  to be made;

38-9          (3) Any right of a partner to receive, or of a general partner

38-10  to make, distributions to a partner which include a return of all or

38-11  any part of the partner’s contribution; and

38-12         (4) Any events upon the happening of which the limited

38-13  partnership is to be dissolved and its affairs wound up.

38-14     2.  In lieu of keeping at an office in this state the information

38-15  required in paragraphs (a), (c), (e) and (f) of subsection 1, the

38-16  limited partnership may keep a statement with the resident agent

38-17  setting out the name of the custodian of the information required

38-18  in paragraphs (a), (c), (e) and (f) of subsection 1, and the present

38-19  and complete post office address, including street and number, if

38-20  any, where the information required in paragraphs (a), (c), (e) and

38-21  (f) of subsection 1 is kept.

38-22     3.  Records kept pursuant to this section are subject to

38-23  inspection and copying at the reasonable request, and at the expense,

38-24  of any partner during ordinary business hours.

38-25     Sec. 55.  NRS 88.339 is hereby amended to read as follows:

38-26     88.339  1.  A limited partnership may correct a document filed

38-27  by the Secretary of State with respect to the limited partnership if

38-28  the document contains an inaccurate record of a partnership action

38-29  described in the document or was defectively executed, attested,

38-30  sealed, verified or acknowledged.

38-31     2.  To correct a document, the limited partnership must:

38-32     (a) Prepare a certificate of correction that:

38-33         (1) States the name of the limited partnership;

38-34         (2) Describes the document, including, without limitation, its

38-35  filing date;

38-36         (3) Specifies the inaccuracy or defect;

38-37         (4) Sets forth the inaccurate or defective portion of the

38-38  document in an accurate or corrected form; and

38-39         (5) Is signed by a general partner of the limited partnership.

38-40     (b) Deliver the certificate to the Secretary of State for filing.

38-41     (c) Pay a filing fee of [$150] $175 to the Secretary of State.

38-42     3.  A certificate of correction is effective on the effective date

38-43  of the document it corrects except as to persons relying on the

38-44  uncorrected document and adversely affected by the correction. As

38-45  to those persons, the certificate is effective when filed.

39-1      Sec. 56.  NRS 88.350 is hereby amended to read as follows:

39-2      88.350  1.  In order to form a limited partnership, a certificate

39-3  of limited partnership must be executed and filed in the Office of the

39-4  Secretary of State. The certificate must set forth:

39-5      (a) The name of the limited partnership;

39-6      (b) The address of the office which contains records and the

39-7  name and address of the resident agent required to be maintained by

39-8  NRS 88.330;

39-9      (c) The name and [the] business address of each [general

39-10  partner;] organizer executing the certificate;

39-11     (d) The name and business address of each initial general

39-12  partner;

39-13     (e) The latest date upon which the limited partnership is to

39-14  dissolve; and

39-15     [(e)] (f) Any other matters the [general partners] organizers

39-16  determine to include therein.

39-17     2.  A certificate of acceptance of appointment of a resident

39-18  agent, executed by the agent, must be filed with the certificate of

39-19  limited partnership.

39-20     3.  A limited partnership is formed at the time of the filing of

39-21  the certificate of limited partnership and the certificate of acceptance

39-22  in the Office of the Secretary of State or at any later time specified

39-23  in the certificate of limited partnership if, in either case, there has

39-24  been substantial compliance with the requirements of this section.

39-25     Sec. 57.  NRS 88.395 is hereby amended to read as follows:

39-26     88.395  1.  A limited partnership shall, on or before the first

39-27  day of the second month after the filing of its certificate of limited

39-28  partnership with the Secretary of State, and annually thereafter on or

39-29  before the last day of the month in which the anniversary date of the

39-30  filing of its certificate of limited partnership occurs, file with the

39-31  Secretary of State, on a form furnished by him, a list that contains:

39-32     (a) The name of the limited partnership;

39-33     (b) The file number of the limited partnership, if known;

39-34     (c) The names of all of its general partners;

39-35     (d) The mailing or street address, either residence or business, of

39-36  each general partner;

39-37     (e) The name and street address of the lawfully designated

39-38  resident agent of the limited partnership; and

39-39     (f) The signature of a general partner of the limited partnership

39-40  certifying that the list is true, complete and accurate.

39-41  Each list filed pursuant to this subsection must be accompanied by a

39-42  declaration under penalty of perjury that the limited partnership has

39-43  complied with the provisions of chapter 364A of NRS.

39-44     2.  [Upon] Except as otherwise provided in subsection 3, a

39-45  limited partnership shall, upon filing:

40-1      (a) The initial list required by subsection 1, [the limited

40-2  partnership shall] pay to the Secretary of State a fee of [$165.] $125.

40-3      (b) Each annual list required by subsection 1, [the limited

40-4  partnership shall] pay to the Secretary of State a fee of [$85.] $125.

40-5      3.  A registered limited-liability limited partnership shall,

40-6  upon filing:

40-7      (a) The initial list required by subsection 1, pay to the

40-8  Secretary of State a fee of $125.

40-9      (b) Each annual list required by subsection 1, pay to the

40-10  Secretary of State a fee of $175.

40-11     4.  If a general partner of a limited partnership resigns and

40-12  the resignation is not made in conjunction with the filing of an

40-13  annual or amended list of general partners, the limited

40-14  partnership shall pay to the Secretary of State a fee of $75 to file

40-15  the resignation of the general partner.

40-16     5.  The Secretary of State shall, 60 days before the last day for

40-17  filing each annual list required by subsection 1, cause to be mailed

40-18  to each limited partnership required to comply with the provisions

40-19  of this section which has not become delinquent a notice of the fee

40-20  due pursuant to the provisions of subsection 2 or 3, as appropriate,

40-21  and a reminder to file the annual list. Failure of any limited

40-22  partnership to receive a notice or form does not excuse it from the

40-23  penalty imposed by NRS 88.400.

40-24     [4.] 6. If the list to be filed pursuant to the provisions of

40-25  subsection 1 is defective or the fee required by subsection 2 or 3 is

40-26  not paid, the Secretary of State may return the list for correction or

40-27  payment.

40-28     [5.] 7. An annual list for a limited partnership not in default

40-29  that is received by the Secretary of State more than 60 days before

40-30  its due date shall be deemed an amended list for the previous year

40-31  and does not satisfy the requirements of subsection 1 for the year to

40-32  which the due date is applicable.

40-33     [6.] 8. A filing made pursuant to this section does not satisfy

40-34  the provisions of NRS 88.355 and may not be substituted for filings

40-35  submitted pursuant to NRS 88.355.

40-36     Sec. 58.  NRS 88.400 is hereby amended to read as follows:

40-37     88.400  1.  If a limited partnership has filed the list in

40-38  compliance with NRS 88.395 and has paid the appropriate fee for

40-39  the filing, the cancelled check received by the limited partnership

40-40  constitutes a certificate authorizing it to transact its business within

40-41  this state until the anniversary date of the filing of its certificate of

40-42  limited partnership in the next succeeding calendar year. If the

40-43  limited partnership desires a formal certificate upon its payment of

40-44  the annual fee, its payment must be accompanied by a self-

40-45  addressed, stamped envelope.

41-1      2.  Each limited partnership which refuses or neglects to file the

41-2  list and pay the fee within the time provided is in default.

41-3      3.  For default there must be added to the amount of the fee a

41-4  penalty of [$50,] $75, and unless the filings are made and the fee

41-5  and penalty are paid on or before the first day of the first

41-6  anniversary of the month following the month in which filing was

41-7  required, the defaulting limited partnership, by reason of its default,

41-8  forfeits its right to transact any business within this state.

41-9      Sec. 59.  NRS 88.410 is hereby amended to read as follows:

41-10     88.410  1.  Except as otherwise provided in subsections 3 and

41-11  4, the Secretary of State [may:

41-12     (a) Reinstate] shall reinstate any limited partnership which has

41-13  forfeited its right to transact business[; and

41-14     (b) Restore] under the provisions of this chapter and restore to

41-15  the limited partnership its right to carry on business in this state, and

41-16  to exercise its privileges and immunities[,

41-17  upon the filing] if it:

41-18     (a) Files with the Secretary of State [of the] :

41-19         (1) The list required pursuant to NRS 88.395[, and upon

41-20  payment] ; and

41-21         (2) A certificate of acceptance of appointment signed by the

41-22  resident agent; and

41-23     (b) Pays to the Secretary of State [of the] :

41-24         (1) The filing fee and penalty set forth in NRS 88.395 and

41-25  88.400 for each year or portion thereof during which the certificate

41-26  has been revoked[, and a] ; and

41-27         (2) A fee of [$200] $300 for reinstatement.

41-28     2.  When payment is made and the Secretary of State reinstates

41-29  the limited partnership to its former rights, he shall:

41-30     (a) Immediately issue and deliver to the limited partnership a

41-31  certificate of reinstatement authorizing it to transact business as if

41-32  the filing fee had been paid when due; and

41-33     (b) Upon demand, issue to the limited partnership one or more

41-34  certified copies of the certificate of reinstatement.

41-35     3.  The Secretary of State shall not order a reinstatement unless

41-36  all delinquent fees and penalties have been paid, and the revocation

41-37  occurred only by reason of failure to pay the fees and penalties.

41-38     4.  If a limited partnership’s certificate has been revoked

41-39  pursuant to the provisions of this chapter and has remained revoked

41-40  for a period of 5 years, the certificate must not be reinstated.

41-41     Sec. 60.  NRS 88.415 is hereby amended to read as follows:

41-42     88.415  The Secretary of State, for services relating to his

41-43  official duties and the records of his office, shall charge and collect

41-44  the following fees:

42-1      1.  For filing a certificate of limited partnership, or for

42-2  registering a foreign limited partnership, [$175.] $75.

42-3      2.  For filing a certificate of registration of limited-liability

42-4  limited partnership, or for registering a foreign registered limited-

42-5  liability limited partnership, $100.

42-6      3.  For filing a certificate of amendment of limited partnership

42-7  or restated certificate of limited partnership, [$150.

42-8      3.] $175.

42-9      4. For filing a certificate of a change of location of the records

42-10  office of a limited partnership or the office of its resident agent, or a

42-11  designation of a new resident agent, [$30.

42-12     4.] $60.

42-13     5. For certifying a certificate of limited partnership, an

42-14  amendment to the certificate, or a certificate as amended where a

42-15  copy is provided, [$20] $30 per certification.

42-16     [5.] 6. For certifying an authorized printed copy of the limited

42-17  partnership law, [$20.

42-18     6.] $30.

42-19     7. For reserving a limited partnership name, or for executing,

42-20  filing or certifying any other document, [$20.

42-21     7.] $25.

42-22     8. For copies made at the Office of the Secretary of State, [$1]

42-23  $2 per page.

42-24     [8.] 9. For filing a certificate of cancellation of a limited

42-25  partnership, [$60.] $75.

42-26  Except as otherwise provided in this section, the fees set forth in

42-27  NRS 78.785 apply to this chapter.

42-28     Sec. 61.  NRS 88.535 is hereby amended to read as follows:

42-29     88.535  1.  On application to a court of competent jurisdiction

42-30  by any judgment creditor of a partner, the court may charge the

42-31  partnership interest of the partner with payment of the unsatisfied

42-32  amount of the judgment with interest. To the extent so charged, the

42-33  judgment creditor has only the rights of an assignee of the

42-34  partnership interest.

42-35     2.  [The court may appoint a receiver of the share of the

42-36  distributions due or to become due to the judgment debtor in respect

42-37  of the partnership. The receiver has only the rights of an assignee.

42-38  The court may make all other orders, directions, accounts and

42-39  inquiries that the judgment debtor might have made or which the

42-40  circumstances of the case may require.

42-41     3.  A charging order constitutes a lien on the partnership

42-42  interest of the judgment debtor. The court may order a foreclosure

42-43  of the partnership interest subject to the charging order at any time.

42-44  The purchaser at the foreclosure sale has only the rights of an

42-45  assignee.

43-1      4.  Unless otherwise provided in the articles of organization or

43-2  operating agreement, at any time before foreclosure, a partnership

43-3  interest charged may be redeemed:

43-4      (a) By the judgment debtor;

43-5      (b) With property other than property of the limited partnership,

43-6  by one or more of the other partners; or

43-7      (c) By the limited partnership with the consent of all of the

43-8  partners whose interests are not so charged.

43-9      5.] This section [provides] :

43-10     (a) Provides the exclusive remedy by which a judgment creditor

43-11  of a partner or an assignee of a partner may satisfy a judgment out

43-12  of the partnership interest of the judgment debtor.

43-13     [6.  No creditor of a partner has any right to obtain possession

43-14  of, or otherwise exercise legal or equitable remedies with respect to,

43-15  the property of the limited partnership.

43-16     7.  This section does]

43-17     (b) Does not deprive any partner of the benefit of any exemption

43-18  laws applicable to his partnership interest.

43-19     Sec. 62.  NRS 88.585 is hereby amended to read as follows:

43-20     88.585  [A] Except as otherwise provided in section 50 of this

43-21  act, a foreign limited partnership may register with the Secretary of

43-22  State under any name, whether or not it is the name under which it is

43-23  registered in its state of organization, that includes without

43-24  abbreviation the words “limited partnership” and that could be

43-25  registered by a domestic limited partnership.

43-26     Sec. 62.5. NRS 88A.530 is hereby amended to read as

43-27  follows:

43-28     88A.530  1.  A resident agent who desires to resign shall

43-29  [file] :

43-30     (a) File with the Secretary of State a signed statement [for each

43-31  business trust for which] in the manner provided pursuant to

43-32  subsection 1 of NRS 78.097 that he is unwilling to continue to act

43-33  [.] as the resident agent of the business trust for the service of

43-34  process; and

43-35     (b) Pay to the Secretary of State the filing fee set forth in

43-36  subsection 1 of NRS 78.097.

43-37  A resignation is not effective until the signed statement is [so filed.]

43-38  filed with the Secretary of State.

43-39     2.  The statement of resignation may contain a statement of the

43-40  affected business trust appointing a successor resident agent. A

43-41  certificate of acceptance executed by the new resident agent, stating

43-42  the full name, complete street address and, if different from the

43-43  street address, mailing address of the new resident agent, must

43-44  accompany the statement appointing a successor resident agent.

44-1      3.  Upon the filing of the statement of resignation with the

44-2  Secretary of State, the capacity of the resigning person as resident

44-3  agent terminates. If the statement of resignation contains no

44-4  statement by the business trust appointing a successor resident

44-5  agent, the resigning agent shall immediately give written notice, by

44-6  mail, to the business trust of the filing of the statement of

44-7  resignation and its effect. The notice must be addressed to a trustee

44-8  of the business trust other than the resident agent.

44-9      4.  If its resident agent dies, resigns or removes from the State,

44-10  a business trust, within 30 days thereafter, shall file with the

44-11  Secretary of State a certificate of acceptance executed by a new

44-12  resident agent. The certificate must set forth the full name and

44-13  complete street address of the new resident agent, and may contain a

44-14  mailing address, such as a post office box, different from the street

44-15  address.

44-16     5.  A business trust that fails to file a certificate of acceptance

44-17  executed by its new resident agent within 30 days after the death,

44-18  resignation or removal of its former resident agent shall be deemed

44-19  in default and is subject to the provisions of NRS 88A.630 to

44-20  88A.660, inclusive.

44-21     Sec. 63.  NRS 88A.540 is hereby amended to read as follows:

44-22     88A.540  1.  If a business trust formed pursuant to this chapter

44-23  desires to change its resident agent, the change may be effected by

44-24  filing with the Secretary of State a certificate of change [,] of

44-25  resident agent, signed by at least one trustee of the business trust,

44-26  setting forth:

44-27     (a) The name of the business trust;

44-28     (b) The name and street address of the present resident agent;

44-29  and

44-30     (c) The name and street address of the new resident agent.

44-31     2.  A certificate of acceptance executed by the new resident

44-32  agent must be a part of or attached to the certificate of change [.

44-33     3.  The] of resident agent.

44-34     3.  If the name of a resident agent is changed as a result of a

44-35  merger, conversion, exchange, sale, reorganization or

44-36  amendment, the resident agent shall:

44-37     (a) File with the Secretary of State a certificate of name

44-38  change of resident agent that includes:

44-39         (1) The current name of the resident agent as filed with the

44-40  Secretary of State;

44-41         (2) The new name of the resident agent; and

44-42         (3) The name and file number of each artificial person

44-43  formed, organized, registered or qualified pursuant to the

44-44  provisions of this title that the resident agent represents; and

44-45     (b) Pay to the Secretary of State a filing fee of $100.

45-1      4.  A change authorized by this section becomes effective upon

45-2  the filing of the proper certificate of change.

45-3      Sec. 64.  NRS 88A.600 is hereby amended to read as follows:

45-4      88A.600  1.  A business trust formed pursuant to this chapter

45-5  shall, on or before the first day of the second month after the filing

45-6  of its certificate of trust with the Secretary of State, and annually

45-7  thereafter on or before the last day of the month in which the

45-8  anniversary date of the filing of its certificate of trust with the

45-9  Secretary of State occurs, file with the Secretary of State, on a form

45-10  furnished by him, a list signed by at least one trustee that contains

45-11  the name and mailing address of its lawfully designated resident

45-12  agent and at least one trustee. Each list filed pursuant to this

45-13  subsection must be accompanied by a declaration under penalty of

45-14  perjury that the business trust has complied with the provisions of

45-15  chapter 364A of NRS.

45-16     2.  Upon filing:

45-17     (a) The initial list required by subsection 1, the business trust

45-18  shall pay to the Secretary of State a fee of [$165.] $125.

45-19     (b) Each annual list required by subsection 1, the business trust

45-20  shall pay to the Secretary of State a fee of [$85.] $125.

45-21     3.  If a trustee of a business trust resigns and the resignation

45-22  is not made in conjunction with the filing of an annual or

45-23  amended list of trustees, the business trust shall pay to the

45-24  Secretary of State a fee of $75 to file the resignation of the trustee.

45-25     4.  The Secretary of State shall, 60 days before the last day for

45-26  filing each annual list required by subsection 1, cause to be mailed

45-27  to each business trust which is required to comply with the

45-28  provisions of NRS 88A.600 to 88A.660, inclusive, and which has

45-29  not become delinquent, the blank forms to be completed and filed

45-30  with him. Failure of a business trust to receive the forms does not

45-31  excuse it from the penalty imposed by law.

45-32     [4.] 5. An annual list for a business trust not in default which is

45-33  received by the Secretary of State more than 60 days before its due

45-34  date shall be deemed an amended list for the previous year.

45-35     Sec. 65.  NRS 88A.630 is hereby amended to read as follows:

45-36     88A.630  1.  Each business trust required to file the list and

45-37  pay the fee prescribed in NRS 88A.600 to 88A.660, inclusive,

45-38  which refuses or neglects to do so within the time provided shall be

45-39  deemed in default.

45-40     2.  For default, there must be added to the amount of the fee a

45-41  penalty of [$50.] $75. The fee and penalty must be collected as

45-42  provided in this chapter.

45-43     Sec. 66.  NRS 88A.650 is hereby amended to read as follows:

45-44     88A.650  1.  Except as otherwise provided in subsection 3, the

45-45  Secretary of State shall reinstate a business trust which has forfeited

46-1  its right to transact business pursuant to the provisions of this

46-2  chapter and restore to the business trust its right to carry on business

46-3  in this state, and to exercise its privileges and immunities, if it:

46-4      (a) Files with the Secretary of State [the] :

46-5          (1) The list required by NRS 88A.600; and

46-6          (2) A certificate of acceptance of appointment signed by its

46-7  resident agent; and

46-8      (b) Pays to the Secretary of State:

46-9          (1) The filing fee and penalty set forth in NRS 88A.600 and

46-10  88A.630 for each year or portion thereof during which its certificate

46-11  of trust was revoked; and

46-12         (2) A fee of [$200] $300 for reinstatement.

46-13     2.  When the Secretary of State reinstates the business trust, he

46-14  shall:

46-15     (a) Immediately issue and deliver to the business trust a

46-16  certificate of reinstatement authorizing it to transact business as if

46-17  the filing fee had been paid when due; and

46-18     (b) Upon demand, issue to the business trust one or more

46-19  certified copies of the certificate of reinstatement.

46-20     3.  The Secretary of State shall not order a reinstatement unless

46-21  all delinquent fees and penalties have been paid, and the revocation

46-22  of the certificate of trust occurred only by reason of the failure to

46-23  file the list or pay the fees and penalties.

46-24     Sec. 67.  NRS 88A.900 is hereby amended to read as follows:

46-25     88A.900  The Secretary of State shall charge and collect the

46-26  following fees for:

46-27     1.  Filing an original certificate of trust, or for registering a

46-28  foreign business trust, [$175.] $75.

46-29     2.  Filing an amendment or restatement, or a combination

46-30  thereof, to a certificate of trust, [$150.] $175.

46-31     3.  Filing a certificate of cancellation, [$175.] $75.

46-32     4.  Certifying a copy of a certificate of trust or an amendment or

46-33  restatement, or a combination thereof, [$20] $30 per certification.

46-34     5.  Certifying an authorized printed copy of this chapter,

46-35  [$20.] $30.

46-36     6.  Reserving a name for a business trust, [$20.] $25.

46-37     7.  Executing a certificate of existence of a business trust which

46-38  does not list the previous documents relating to it, or a certificate of

46-39  change in the name of a business trust, [$40.] $50.

46-40     8.  Executing a certificate of existence of a business trust which

46-41  lists the previous documents relating to it, [$40.

46-42     9.  Filing a statement of change of address of the registered

46-43  office for each business trust, $30.

46-44     10.] $50.

46-45     9. Filing a statement of change of the [registered agent, $30.

47-1      11.] resident agent, $60.

47-2      10. Executing, certifying or filing any certificate or document

47-3  not otherwise provided for in this section, [$40.

47-4      12.] $50.

47-5      11. Examining and provisionally approving a document before

47-6  the document is presented for filing, [$100.

47-7      13.] $125.

47-8      12. Copying a document on file with him, for each page,

47-9  [$1.] $2.

47-10     Sec. 68.  NRS 88A.930 is hereby amended to read as follows:

47-11     88A.930  1.  A business trust may correct a document filed by

47-12  the Secretary of State with respect to the business trust if the

47-13  document contains an inaccurate record of a trust action described in

47-14  the document or was defectively executed, attested, sealed, verified

47-15  or acknowledged.

47-16     2.  To correct a document, the business trust must:

47-17     (a) Prepare a certificate of correction that:

47-18         (1) States the name of the business trust;

47-19         (2) Describes the document, including, without limitation, its

47-20  filing date;

47-21         (3) Specifies the inaccuracy or defect;

47-22         (4) Sets forth the inaccurate or defective portion of the

47-23  document in an accurate or corrected form; and

47-24         (5) Is signed by a trustee of the business trust.

47-25     (b) Deliver the certificate to the Secretary of State for filing.

47-26     (c) Pay a filing fee of [$150] $175 to the Secretary of State.

47-27     3.  A certificate of correction is effective on the effective date

47-28  of the document it corrects except as to persons relying on the

47-29  uncorrected document and adversely affected by the correction. As

47-30  to those persons, the certificate is effective when filed.

47-31     Sec. 69.  NRS 89.210 is hereby amended to read as follows:

47-32     89.210  1.  Within 30 days after the organization of a

47-33  professional association under this chapter, the association shall file

47-34  with the Secretary of State a copy of the articles of association, duly

47-35  executed, and shall pay at that time a filing fee of [$175.Any such

47-36  association formed as a common-law association before July 1,

47-37  1969, shall file, within 30 days after July 1, 1969, a certified copy of

47-38  its articles of association, with any amendments thereto, with the

47-39  Secretary of State, and shall pay at that time a filing fee of $25.]

47-40  $75. A copy of any amendments to the articles of association

47-41  [adopted after July 1, 1969,] must also be filed with the Secretary of

47-42  State within 30 days after the adoption of such amendments. Each

47-43  copy of amendments so filed must be certified as true and correct

47-44  and be accompanied by a filing fee of [$150.] $175.

48-1      2.  The name of such a professional association must contain

48-2  the words “Professional Association,” “Professional Organization”

48-3  or the abbreviations “Prof. Ass’n” or “Prof. Org.” The association

48-4  may render professional services and exercise its authorized powers

48-5  under a fictitious name if the association has first registered the

48-6  name in the manner required under chapter 602 of NRS.

48-7      Sec. 70.  NRS 89.250 is hereby amended to read as follows:

48-8      89.250  1.  Except as otherwise provided in subsection 2, a

48-9  professional association shall, on or before the first day of the

48-10  second month after the filing of its articles of association with the

48-11  Secretary of State, and annually thereafter on or before the last day

48-12  of the month in which the anniversary date of its organization occurs

48-13  in each year, furnish a statement to the Secretary of State showing

48-14  the names and residence addresses of all members and employees in

48-15  the association and certifying that all members and employees are

48-16  licensed to render professional service in this state.

48-17     2.  A professional association organized and practicing pursuant

48-18  to the provisions of this chapter and NRS 623.349 shall, on or

48-19  before the first day of the second month after the filing of its articles

48-20  of association with the Secretary of State, and annually thereafter on

48-21  or before the last day of the month in which the anniversary date of

48-22  its organization occurs in each year, furnish a statement to the

48-23  Secretary of State:

48-24     (a) Showing the names and residence addresses of all members

48-25  and employees of the association who are licensed or otherwise

48-26  authorized by law to render professional service in this state;

48-27     (b) Certifying that all members and employees who render

48-28  professional service are licensed or otherwise authorized by law to

48-29  render professional service in this state; and

48-30     (c) Certifying that all members who are not licensed to render

48-31  professional service in this state do not render professional service

48-32  on behalf of the association except as authorized by law.

48-33     3.  Each statement filed pursuant to this section must be:

48-34     (a) Made on a form prescribed by the Secretary of State and

48-35  must not contain any fiscal or other information except that

48-36  expressly called for by this section.

48-37     (b) Signed by the chief executive officer of the association.

48-38     (c) Accompanied by a declaration under penalty of perjury that

48-39  the professional association has complied with the provisions of

48-40  chapter 364A of NRS.

48-41     4.  Upon filing:

48-42     (a) The initial statement required by this section, the association

48-43  shall pay to the Secretary of State a fee of [$165.] $125.

48-44     (b) Each annual statement required by this section, the

48-45  association shall pay to the Secretary of State a fee of [$85.] $125.

49-1      5.  As used in this section, “signed” means to have executed or

49-2  adopted a name, word or mark, including, without limitation, an

49-3  electronic signature as defined in NRS 719.100, with the present

49-4  intention to authenticate a document.

49-5      Sec. 71.  NRS 89.252 is hereby amended to read as follows:

49-6      89.252  1.  Each professional association that is required to

49-7  make a filing and pay the fee prescribed in NRS 89.250 but refuses

49-8  to do so within the time provided is in default.

49-9      2.  For default, there must be added to the amount of the fee a

49-10  penalty of [$50.] $75. The fee and penalty must be collected as

49-11  provided in this chapter.

49-12     Sec. 72.  NRS 89.256 is hereby amended to read as follows:

49-13     89.256  1.  Except as otherwise provided in subsections 3 and

49-14  4, the Secretary of State shall reinstate any professional association

49-15  which has forfeited its right to transact business under the provisions

49-16  of this chapter and restore the right to carry on business in this state

49-17  and exercise its privileges and immunities if it:

49-18     (a) Files with the Secretary of State [the] :

49-19         (1) The statement and certification required by NRS 89.250;

49-20  and

49-21         (2) A certificate of acceptance of appointment signed by its

49-22  resident agent; and

49-23     (b) Pays to the Secretary of State:

49-24         (1) The filing fee and penalty set forth in NRS 89.250 and

49-25  89.252 for each year or portion thereof during which the articles of

49-26  association have been revoked; and

49-27         (2) A fee of [$200] $300 for reinstatement.

49-28     2.  When the Secretary of State reinstates the association to its

49-29  former rights, he shall:

49-30     (a) Immediately issue and deliver to the association a certificate

49-31  of reinstatement authorizing it to transact business, as if the fees had

49-32  been paid when due; and

49-33     (b) Upon demand, issue to the association a certified copy of the

49-34  certificate of reinstatement.

49-35     3.  The Secretary of State shall not order a reinstatement unless

49-36  all delinquent fees and penalties have been paid, and the revocation

49-37  of the [association’s] articles of association occurred only by reason

49-38  of [its] the failure to pay the fees and penalties.

49-39     4.  If the articles of association of a professional association

49-40  have been revoked pursuant to the provisions of this chapter and

49-41  have remained revoked for 10 consecutive years, the articles must

49-42  not be reinstated.

 

 

 

50-1      Sec. 73.  NRS 92A.190 is hereby amended to read as follows:

50-2      92A.190  1.  One or more foreign entities may merge or enter

50-3  into an exchange of owner’s interests with one or more domestic

50-4  entities if:

50-5      (a) In a merger, the merger is permitted by the law of the

50-6  jurisdiction under whose law each foreign entity is organized and

50-7  governed and each foreign entity complies with that law in effecting

50-8  the merger;

50-9      (b) In an exchange, the entity whose owner’s interests will be

50-10  acquired is a domestic entity, whether or not an exchange of

50-11  owner’s interests is permitted by the law of the jurisdiction under

50-12  whose law the acquiring entity is organized;

50-13     (c) The foreign entity complies with NRS 92A.200 to 92A.240,

50-14  inclusive, if it is the surviving entity in the merger or acquiring

50-15  entity in the exchange and sets forth in the articles of merger or

50-16  exchange its address where copies of process may be sent by the

50-17  Secretary of State; and

50-18     (d) Each domestic entity complies with the applicable provisions

50-19  of NRS 92A.100 to 92A.180, inclusive, and, if it is the surviving

50-20  entity in the merger or acquiring entity in the exchange, with NRS

50-21  92A.200 to 92A.240, inclusive.

50-22     2.  When the merger or exchange takes effect, the surviving

50-23  foreign entity in a merger and the acquiring foreign entity in an

50-24  exchange shall be deemed:

50-25     (a) To appoint the Secretary of State as its agent for service of

50-26  process in a proceeding to enforce any obligation or the rights of

50-27  dissenting owners of each domestic entity that was a party to the

50-28  merger or exchange. Service of such process must be made by

50-29  personally delivering to and leaving with the Secretary of State

50-30  duplicate copies of the process and the payment of a fee of [$50]

50-31  $100 for accepting and transmitting the process. The Secretary of

50-32  State shall forthwith send by registered or certified mail one of the

50-33  copies to the surviving or acquiring entity at its specified address,

50-34  unless the surviving or acquiring entity has designated in writing to

50-35  the Secretary of State a different address for that purpose, in which

50-36  case it must be mailed to the last address so designated.

50-37     (b) To agree that it will promptly pay to the dissenting owners of

50-38  each domestic entity that is a party to the merger or exchange the

50-39  amount, if any, to which they are entitled under or created pursuant

50-40  to NRS 92A.300 to 92A.500, inclusive.

50-41     3.  This section does not limit the power of a foreign entity to

50-42  acquire all or part of the owner’s interests of one or more classes or

50-43  series of a domestic entity through a voluntary exchange or

50-44  otherwise.

 

51-1      Sec. 74.  NRS 92A.195 is hereby amended to read as follows:

51-2      92A.195  1.  One foreign entity or foreign general partnership

51-3  may convert into one domestic entity if:

51-4      (a) The conversion is permitted by the law of the jurisdiction

51-5  governing the foreign entity or foreign general partnership and the

51-6  foreign entity or foreign general partnership complies with that law

51-7  in effecting the conversion;

51-8      (b) The foreign entity or foreign general partnership complies

51-9  with the applicable provisions of NRS 92A.205 and, if it is the

51-10  resulting entity in the conversion, with NRS 92A.210 to 92A.240,

51-11  inclusive; and

51-12     (c) The domestic entity complies with the applicable provisions

51-13  of NRS 92A.105, 92A.120, 92A.135, 92A.140 and 92A.165 and, if

51-14  it is the resulting entity in the conversion, with NRS 92A.205 to

51-15  92A.240, inclusive.

51-16     2.  When the conversion takes effect, the resulting foreign entity

51-17  in a conversion shall be deemed to have appointed the Secretary of

51-18  State as its agent for service of process in a proceeding to enforce

51-19  any obligation. Service of process must be made personally by

51-20  delivering to and leaving with the Secretary of State duplicate

51-21  copies of the process and the payment of a fee of [$25] $100 for

51-22  accepting and transmitting the process. The Secretary of State shall

51-23  send one of the copies of the process by registered or certified mail

51-24  to the resulting entity at its specified address, unless the resulting

51-25  entity has designated in writing to the Secretary of State a different

51-26  address for that purpose, in which case it must be mailed to the last

51-27  address so designated.

51-28     Sec. 75.  NRS 92A.210 is hereby amended to read as follows:

51-29     92A.210  1.  Except as otherwise provided in this section, the

51-30  fee for filing articles of merger, articles of conversion, articles of

51-31  exchange, articles of domestication or articles of termination is

51-32  [$325.] $350. The fee for filing the constituent documents of a

51-33  domestic resulting entity is the fee for filing the constituent

51-34  documents determined by the chapter of NRS governing the

51-35  particular domestic resulting entity.

51-36     2.  The fee for filing articles of merger of two or more domestic

51-37  corporations is the difference between the fee computed at the rates

51-38  specified in NRS 78.760 upon the aggregate authorized stock of the

51-39  corporation created by the merger and the fee computed upon the

51-40  aggregate amount of the total authorized stock of the constituent

51-41  corporation.

51-42     3.  The fee for filing articles of merger of one or more domestic

51-43  corporations with one or more foreign corporations is the difference

51-44  between the fee computed at the rates specified in NRS 78.760 upon

51-45  the aggregate authorized stock of the corporation created by the

52-1  merger and the fee computed upon the aggregate amount of the total

52-2  authorized stock of the constituent corporations which have paid the

52-3  fees required by NRS 78.760 and 80.050.

52-4      4.  The fee for filing articles of merger of two or more domestic

52-5  or foreign corporations must not be less than [$325.] $350. The

52-6  amount paid pursuant to subsection 3 must not exceed [$25,000.]

52-7  $35,000.

52-8      Sec. 76.  NRS 14.020 is hereby amended to read as follows:

52-9      14.020  1.  Every corporation, limited-liability company,

52-10  limited-liability partnership, limited partnership, limited-liability

52-11  limited partnership, business trust and municipal corporation

52-12  created and existing under the laws of any other state, territory, or

52-13  foreign government, or the Government of the United States, doing

52-14  business in this state shall appoint and keep in this state a resident

52-15  agent who resides or is located in this state, upon whom all legal

52-16  process and any demand or notice authorized by law to be served

52-17  upon it may be served in the manner provided in subsection 2. The

52-18  corporation, limited-liability company, limited-liability partnership,

52-19  limited partnership, limited-liability limited partnership, business

52-20  trust or municipal corporation shall file with the Secretary of State a

52-21  certificate of acceptance of appointment signed by its resident agent.

52-22  The certificate must set forth the full name and address of the

52-23  resident agent. [The] A certificate of change of resident agent must

52-24  be [renewed] filed in the manner provided in title 7 of NRS

52-25  [whenever a change is made in the appointment or a vacancy occurs

52-26  in the agency.] if the corporation, limited-liability company,

52-27  limited-liability partnership, limited partnership, limited-liability

52-28  limited partnership, business trust or municipal corporation

52-29  desires to change its resident agent. A certificate of name change

52-30  of resident agent must be filed in the manner provided in title 7 of

52-31  NRS if the name of a resident is changed as a result of a merger,

52-32  conversion, exchange, sale, reorganization or amendment.

52-33     2.  All legal process and any demand or notice authorized by

52-34  law to be served upon the foreign corporation, limited-liability

52-35  company, limited-liability partnership, limited partnership, limited-

52-36  liability limited partnership, business trust or municipal corporation

52-37  may be served upon the resident agent personally or by leaving a

52-38  true copy thereof with a person of suitable age and discretion at the

52-39  address shown on the current certificate of acceptance filed with the

52-40  Secretary of State.

52-41     3.  Subsection 2 provides an additional mode and manner of

52-42  serving process, demand or notice and does not affect the validity of

52-43  any other service authorized by law.

 

 

53-1      Sec. 77.  NRS 104.9525 is hereby amended to read as follows:

53-2      104.9525  1.  Except as otherwise provided in subsection 5,

53-3  the fee for filing and indexing a record under this part, other than an

53-4  initial financing statement of the kind described in subsection 2 of

53-5  NRS 104.9502, is:

53-6      (a) [Twenty] Forty dollars if the record is communicated in

53-7  writing and consists of one or two pages;

53-8      (b) [Forty] Sixty dollars if the record is communicated in writing

53-9  and consists of more than two pages, and [$1] $2 for each page over

53-10  20 pages;

53-11     (c) [Ten] Twenty dollars if the record is communicated by

53-12  another medium authorized by filing-office rule; and

53-13     (d) [One dollar] Two dollars for each additional debtor, trade

53-14  name or reference to another name under which business is done.

53-15     2.  The filing officer may charge and collect [$1] $2 for each

53-16  page of copy or record of filings produced by him at the request of

53-17  any person.

53-18     3.  Except as otherwise provided in subsection 5, the fee for

53-19  filing and indexing an initial financing statement of the kind

53-20  described in subsection 3 of NRS 104.9502 is:

53-21     (a) [Forty] Sixty dollars if the financing statement indicates that

53-22  it is filed in connection with a public-finance transaction; and

53-23     (b) [Twenty] Forty dollars if the financing statement indicates

53-24  that it is filed in connection with a manufactured-home transaction.

53-25     4.  The fee for responding to a request for information from the

53-26  filing office, including for issuing a certificate showing whether

53-27  there is on file any financing statement naming a particular debtor,

53-28  is:

53-29     (a) [Twenty] Forty dollars if the request is communicated in

53-30  writing; and

53-31     (b) [Fifteen] Twenty dollars if the request is communicated by

53-32  another medium authorized by filing-office rule.

53-33     5.  This section does not require a fee with respect to a

53-34  mortgage that is effective as a financing statement filed as a fixture

53-35  filing or as a financing statement covering as-extracted collateral or

53-36  timber to be cut under subsection 3 of NRS 104.9502. However, the

53-37  fees for recording and satisfaction which otherwise would be

53-38  applicable to the mortgage apply.

53-39     Sec. 78.  NRS 105.070 is hereby amended to read as follows:

53-40     105.070  1.  The Secretary of State or county recorder shall

53-41  mark any security instrument and any statement of change, merger

53-42  or consolidation presented for filing with the day and hour of filing

53-43  and the file number assigned to it. This mark is, in the absence of

53-44  other evidence, conclusive proof of the time and fact of presentation

53-45  for filing.

54-1      2.  The Secretary of State or county recorder shall retain and

54-2  file all security instruments and statements of change, merger or

54-3  consolidation presented for filing.

54-4      3.  The uniform fee for filing and indexing a security

54-5  instrument, or a supplement or amendment thereto, and a statement

54-6  of change, merger or consolidation, and for stamping a copy of

54-7  those documents furnished by the secured party or the public utility,

54-8  to show the date and place of filing is [$15] $40 if the document is

54-9  in the standard form prescribed by the Secretary of State and

54-10  otherwise is [$20, plus $1] $50, plus $2 for each additional debtor or

54-11  trade name.

54-12     Sec. 79.  NRS 105.080 is hereby amended to read as follows:

54-13     105.080  Upon the request of any person, the Secretary of State

54-14  shall issue his certificate showing whether there is on file on the

54-15  date and hour stated therein, any presently effective security

54-16  instrument naming a particular public utility, and if there is, giving

54-17  the date and hour of filing of the instrument and the names and

54-18  addresses of each secured party. The uniform fee for such a

54-19  certificate is [$15] $40 if the request for the certificate is in the

54-20  standard form prescribed by the Secretary of State and otherwise is

54-21  [$20.] $50. Upon request the Secretary of State or a county recorder

54-22  shall furnish a copy of any filed security instrument upon payment

54-23  of the statutory fee for copies.

54-24     Sec. 80.  NRS 225.140 is hereby amended to read as follows:

54-25     225.140  1.  Except as otherwise provided in subsection 2, in

54-26  addition to other fees authorized by law, the Secretary of State shall

54-27  charge and collect the following fees:

 

54-28  [For a copy of any law, joint resolution, transcript

54-29  of record, or other paper on file or of record in his

54-30  office, other than a document required to be filed

54-31  pursuant to title 24 of NRS, per page$1.00

54-32  For a copy of any document required to be filed

54-33  pursuant to title 24 of NRS, per page   .50]

54-34  For certifying to [any such] a copy of any law, joint

54-35  resolution, transcript of record or other paper on

54-36  file or of record with the Secretary of State,

54-37  including, but not limited to, a document required

54-38  to be filed pursuant to title 24 of NRS, and use of

54-39  the State Seal, for each impression[10.00] $20

54-40  For each passport or other document signed by

54-41  the Governor and attested by the Secretary of State   [10.00] 10

54-42  [For a negotiable instrument returned unpaid10.00]

 

55-1      2.  The Secretary of State:

55-2      (a) Shall charge a reasonable fee for searching records and

55-3  documents kept in his office.

55-4      (b) May charge or collect any filing or other fees for services

55-5  rendered by him to the State of Nevada, any local governmental

55-6  agency or agency of the Federal Government, or any officer thereof

55-7  in his official capacity or respecting his office or official duties.

55-8      (c) May not charge or collect a filing or other fee for:

55-9          (1) Attesting extradition papers or executive warrants for

55-10  other states.

55-11         (2) Any commission or appointment issued or made by the

55-12  Governor, either for the use of the State Seal or otherwise.

55-13     (d) May charge a reasonable fee, not to exceed:

55-14         (1) Five hundred dollars, for providing service within 2 hours

55-15  after the time the service is requested; and

55-16         (2) One hundred twenty-five dollars, for providing any other

55-17  special service, including, but not limited to, providing service more

55-18  than 2 hours but within 24 hours after the time the service is

55-19  requested, accepting documents filed by facsimile machine and

55-20  other use of new technology.

55-21     (e) Shall charge a fee, not to exceed the actual cost to the

55-22  Secretary of State, for providing:

55-23         (1) A copy of any record kept in his office that is stored on a

55-24  computer or on microfilm if the copy is provided on a tape, disc or

55-25  other medium used for the storage of information by a computer or

55-26  on duplicate film.

55-27         (2) Access to his computer database on which records are

55-28  stored.

55-29     3.  From each fee collected pursuant to paragraph (d) of

55-30  subsection 2:

55-31     (a) The entire amount or [$50,] $62.50, whichever is less, of the

55-32  fee collected pursuant to subparagraph (1) of that paragraph and half

55-33  of the fee collected pursuant to subparagraph (2) of that paragraph

55-34  must be deposited with the State Treasurer for credit to the Account

55-35  for Special Services of the Secretary of State in the State General

55-36  Fund. Any amount remaining in the Account at the end of a fiscal

55-37  year in excess of $2,000,000 must be transferred to the State

55-38  General Fund. Money in the Account may be transferred to the

55-39  Secretary of State’s operating general fund budget account and must

55-40  only be used to create and maintain the capability of the Office of

55-41  the Secretary of State to provide special services, including, but not

55-42  limited to, providing service:

55-43         (1) On the day it is requested or within 24 hours; or

55-44         (2) Necessary to increase or maintain the efficiency of the

55-45  Office.

56-1  Any transfer of money from the Account for expenditure by the

56-2  Secretary of State must be approved by the Interim Finance

56-3  Committee.

56-4      (b) After deducting the amount required pursuant to paragraph

56-5  (a), the remainder must be deposited with the State Treasurer for

56-6  credit to the State General Fund.

56-7      Sec. 81.  Chapter 364A of NRS is hereby amended by adding

56-8  thereto a new section to read as follows:

56-9      1.  If the Department has reasonable cause to believe that any

56-10  person has failed to comply with the provisions of NRS 364A.130,

56-11  the Department may issue an order directed to the person to show

56-12  cause why the Department should not order the person to cease

56-13  and desist from conducting a business in this state. The order must

56-14  contain a statement of the charges and a notice of a hearing to be

56-15  held thereon. The order must be served upon the person directly or

56-16  by certified or registered mail, return receipt requested.

56-17     2.  If, after conducting a hearing pursuant to the provisions of

56-18  subsection 1, the Department determines that the person has failed

56-19  to comply with the provisions of NRS 364A.130 or if the person

56-20  fails to appear for the hearing after being properly served with the

56-21  statement of charges and notice of hearing, the Department may

56-22  make a written report of his findings of fact concerning the

56-23  violation and cause to be served a copy thereof upon the person at

56-24  the hearing. If the Department determines in the report that such

56-25  failure has occurred, the Department may order the violator to:

56-26     (a) Cease and desist from conducting a business in this state;

56-27  and

56-28     (b) Pay the costs of reporting services, fees for experts and

56-29  other witnesses, charges for the rental of a hearing room if such a

56-30  room is not available to the Department free of charge, charges

56-31  for providing an independent hearing officer, if any, and charges

56-32  incurred for any service of process, if the violator is adjudicated to

56-33  have failed to comply with the provisions of NRS 364A.130.

56-34  The order must be served upon the person directly or by certified

56-35  or registered mail, return receipt requested. The order becomes

56-36  effective upon service in the manner provided in this subsection.

56-37     3.  Any person whose pecuniary interests are directly and

56-38  immediately affected by an order issued pursuant to subsection 2

56-39  or who is aggrieved by the order may petition for judicial review in

56-40  the manner provided in chapter 233B of NRS. Such a petition

56-41  must be filed within 30 days after the service of the order. The

56-42  order becomes final upon the filing of the petition.

56-43     4.  If a person fails to comply with any provision of an order

56-44  issued pursuant to subsection 2, the Department may, through the

56-45  Attorney General, at any time after 30 days after the service of

 

57-1  the order, cause an action to be instituted in the district court of

57-2  the county wherein the person resides or has his principal place

57-3  of business requesting the court to enforce the provisions of the

57-4  order or to provide any other appropriate injunctive relief.

57-5      5.  If the court finds that:

57-6      (a) There has been a failure to comply with the provisions of

57-7  NRS 364A.130;

57-8      (b) The proceedings by the Department concerning the written

57-9  report and any order issued pursuant to subsection 3 are in the

57-10  interest of the public; and

57-11     (c) The findings of the Department are supported by the weight

57-12  of the evidence,

57-13  the court shall issue an order enforcing the provisions of the order

57-14  of the Department.

57-15     6.  An order issued pursuant to subsection 5 may include:

57-16     (a) A provision requiring the payment to the Department of a

57-17  penalty of not more than $5,000 for each act amounting to a

57-18  failure to comply with the Department’s order; or

57-19     (b) Such injunctive or other equitable or extraordinary relief

57-20  as is determined appropriate by the court.

57-21     7.  Any aggrieved party may appeal from the final judgment,

57-22  order or decree of the court in a like manner as provided for

57-23  appeals in civil cases.

57-24     Sec. 82.  NRS 364A.130 is hereby amended to read as follows:

57-25     364A.130  1.  Except as otherwise provided in subsection [6,]

57-26  8, a person shall not conduct a business in this state unless he has a

57-27  business license issued by the Department.

57-28     2.  The application for a business license must:

57-29     (a) Be made upon a form prescribed by the Department;

57-30     (b) Set forth the name under which the applicant transacts or

57-31  intends to transact business and the location of his place or places of

57-32  business;

57-33     (c) Declare the estimated number of employees for the previous

57-34  calendar quarter;

57-35     (d) Be accompanied by a fee of [$25;] $50; and

57-36     (e) Include any other information that the Department deems

57-37  necessary.

57-38     3.  The application must be signed by:

57-39     (a) The owner, if the business is owned by a natural person;

57-40     (b) A member or partner, if the business is owned by an

57-41  association or partnership; or

57-42     (c) An officer or some other person specifically authorized to

57-43  sign the application, if the business is owned by a corporation.

58-1      4.  If the application is signed pursuant to paragraph (c) of

58-2  subsection 3, written evidence of the signer’s authority must be

58-3  attached to the application.

58-4      5.  A person who has been issued a business license by the

58-5  Department shall submit a fee of $50 to the Department on or

58-6  before the last day of the month in which the anniversary date of

58-7  issuance of the business license occurs in each year, unless the

58-8  person submits a written statement to the Department, at least 10

58-9  days before the anniversary date, indicating that the person will

58-10  not be conducting business in this state after the anniversary date.

58-11  A person who fails to submit the annual fee required pursuant to

58-12  this subsection in a timely manner shall pay a penalty in the

58-13  amount of $75 in addition to the annual fee.

58-14     6.  The business license required to be obtained pursuant to

58-15  this section is in addition to any license to conduct business that

58-16  must be obtained from the local jurisdiction in which the business

58-17  is being conducted.

58-18     7.  For the purposes of this chapter, a person shall be deemed to

58-19  conduct a business in this state if a business for which the person is

58-20  responsible:

58-21     (a) Is incorporated pursuant to chapter 78 or 78A of NRS;

58-22     (b) Has an office or other base of operations in this state; or

58-23     (c) Pays wages or other remuneration to a natural person who

58-24  performs in this state any of the duties for which he is paid.

58-25     [6.] 8. A person who takes part in a trade show or convention

58-26  held in this state for a purpose related to the conduct of a business is

58-27  not required to obtain a business license specifically for that event.

58-28     Sec. 83. NRS 364A.160 is hereby repealed.

58-29     Sec. 84. The Secretary of State is hereby authorized, without

58-30  obtaining further approval, to hire such additional personnel as are

58-31  necessary to carry out the provisions of this act.

58-32     Sec. 85. 1.  This section and sections 1, 2, 5 to 15, inclusive,

58-33  17 to 19.5, inclusive, 21 to 24, inclusive, 25, 27 to 35, inclusive, 37

58-34  to 52, inclusive, 54 to 62, inclusive, 64 to 75, inclusive, and 77 to

58-35  84, inclusive, of this act become effective on October 1, 2003.

58-36     2.  Sections 3, 16, 20, 24.5, 26.5, 36.5, 53.5 and 62.5 of this act

58-37  become effective:

58-38     (a) Except as otherwise provided in paragraph (b) or paragraph

58-39  (b) of subsection 3, on October 1, 2003.

58-40     (b) On January 1, 2004, for the purpose of requiring a resident

58-41  agent who desires to resign to file a statement of resignation for

58-42  each artificial person formed, organized, registered or qualified

58-43  pursuant to the provisions of title 7 of NRS for which the resident

58-44  agent is unwilling to continue to act as the resident agent for the

58-45  service of process.

58-46     3.  Sections 4, 16, 26, 36, 53, 63 and 76 of this act become

58-47  effective:

58-48     (a) Except as otherwise provided in paragraph (b) or paragraph

58-49  (b) of subsection 2, on October 1, 2003.

58-50     (b) On January 1, 2004, for the purpose of requiring a resident

58-51  agent to file a certificate of name change of resident agent if the

58-52  name of the resident agent is changed as a result of a merger,

58-53  conversion, exchange, sale, reorganization or amendment.

 

58-54  TEXT OF REPEALED SECTION

 

58-55     364A.160  Exemption for natural person with no employees

58-56   during calendar quarter. A natural person who does not employ

58-57   any employees during a calendar quarter is exempt from the

58-58   provisions of this chapter for that calendar quarter.

 

58-59  H