NRS: CHAPTER 89 - PROFESSIONAL ENTITIES AND ASSOCIATIONS

[Rev. 6/29/2024 2:55:03 PM--2023]

CHAPTER 89 - PROFESSIONAL ENTITIES AND ASSOCIATIONS

GENERAL PROVISIONS

NRS 89.010 Short title.

NRS 89.020 Definitions.

NRS 89.022 Prohibition against formation of entity for certain illegal purposes.

NRS 89.023 Form required for filing of records.

NRS 89.025 Fees.

NRS 89.027 Filing of records written in language other than English.

NRS 89.028 Secretary of State authorized to adopt certain regulations to allow professional entity or professional association to carry out powers and duties through most recent technology.

PROFESSIONAL ENTITIES

NRS 89.030 Applicability of chapters 78 and 86 of NRS.

NRS 89.040 Filing requirements; required provisions of articles; name.

NRS 89.045 List or statement to be maintained at principal place of business or with custodian of records; requirement to assist in criminal investigation; failure to comply; regulations.

NRS 89.050 Scope of business; property and investments; professional services by officers and employees.

NRS 89.055 Prohibited acts by owner of entity organized to render certain medical and psychological services; prohibited acts by licensee who renders service through entity organized to render certain medical and psychological services.

NRS 89.060 Professional relationship preserved.

NRS 89.070 Restrictions on ownership and transfer of shares.

NRS 89.080 Duties upon legal disqualification of officer, stockholder, director, member, manager or employee; qualifications of officer, director or manager; death of owner whose interest is in revocable trust.

NRS 89.100 Authority of regulating boards not affected.

NRS 89.110 Scope of authority.

PROFESSIONAL ASSOCIATIONS

NRS 89.200 Inapplicability of chapter 87 of NRS.

NRS 89.210 Filing requirements; name of association.

NRS 89.215 Penalty for purporting to do business as professional association without filing articles of association; enforcement; regulations.

NRS 89.220 Professional relationship preserved.

NRS 89.230 Restrictions on membership and rendering of professional services.

NRS 89.240 Duties upon legal disqualification of member or employee; redemption of and restrictions on transfer and ownership of member’s interest.

NRS 89.250 Annual list: Filing requirements; fees; regulations.

NRS 89.251 List or statement to be maintained at principal place of business or with custodian of records; requirement to assist in criminal investigation; failure to comply; regulations.

NRS 89.252 Defaulting associations: Identification; penalty.

NRS 89.254 Defaulting associations: Duties of Secretary of State; forfeiture of right to transact business; assets held in trust; distribution of assets.

NRS 89.256 Defaulting associations: Conditions and procedure for reinstatement.

NRS 89.258 Renewal or revival of articles of association: Procedure; fee; certificate as evidence; status of association.

NRS 89.260 Authority of regulating boards not affected.

NRS 89.270 Scope of authority.

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GENERAL PROVISIONS

NRS 89.010 Short title. This chapter is known and may be cited as the Professional Entities and Associations Act.

(Added to NRS by 1963, 865; A 1969, 519)

NRS 89.020 Definitions. As used in this chapter, unless the context requires otherwise:

1. “Articles” means either the articles of incorporation of a professional corporation or the articles of organization of a professional limited-liability company.

2. “Employee” means a person licensed or otherwise legally authorized to render professional service within this State who renders such service through a professional entity or a professional association, but does not include clerks, bookkeepers, technicians or other persons who are not usually considered by custom and practice of the profession to be rendering professional services to the public.

3. “Licensed” means legally authorized by the appropriate regulating board of this State to engage in a regulated profession in this State.

4. “Owner” means the owner of stock in a professional corporation or the owner of a member’s interest, as defined in NRS 86.091, in a professional limited-liability company.

5. “Owner’s interest” means the stock of a professional corporation or a member’s interest, as defined in NRS 86.091, of a professional limited-liability company.

6. “Professional association” means a common-law association of two or more persons licensed or otherwise legally authorized to render professional service within this State when created by written articles of association which contain in substance the following provisions characteristic of corporate entities:

(a) The death, insanity, bankruptcy, retirement, resignation, expulsion or withdrawal of any member of the association does not cause its dissolution.

(b) The authority to manage the affairs of the association is vested in a board of directors or an executive board or committee, elected by the members of the association.

(d) Members’ ownership is evidenced by certificates.

7. “Professional corporation” means a corporation organized under this chapter to render a professional service.

8. “Professional entity” means either a professional corporation or a professional limited-liability company.

9. “Professional limited-liability company” means a limited-liability company organized pursuant to this chapter to render professional service.

10. “Professional service” means any type of personal service which may legally be performed only pursuant to a license, certificate of registration or other legal authorization.

11. “Regulating board” means the body which regulates and authorizes the admission to the profession which a professional entity or a professional association is authorized to perform.

(Added to NRS by 1963, 865; A 1969, 519; 1995, 2117; 2003, 3159; 2007, 2432; 2011, 2811)

NRS 89.022 Prohibition against formation of entity for certain illegal purposes. A person shall not form an entity pursuant to this chapter for any illegal purpose or with the fraudulent intent to conceal any business activity, or lack thereof, from another person or a governmental agency.

(Added to NRS by 2013, 896)

NRS 89.023 Form required for filing of records.

1. Each record filed with the Secretary of State pursuant to this chapter must be on or accompanied by a form prescribed by the Secretary of State.

2. The Secretary of State may refuse to file a record which does not comply with subsection 1 or which does not contain all of the information required by statute for filing the record.

3. If the provisions of the form prescribed by the Secretary of State conflict with the provisions of any record that is submitted for filing with the form:

(a) The provisions of the form control for all purposes with respect to the information that is required by statute to appear in the record in order for the record to be filed; and

(b) Unless otherwise provided in the record, the provisions of the record control in every other situation.

4. The Secretary of State may by regulation provide for the electronic filing of records with the Office of the Secretary of State.

(Added to NRS by 2003, 20th Special Session, 111)

NRS 89.025 Fees. Except as otherwise provided in NRS 89.200 to 89.270, inclusive, the fees set forth in NRS 78.755 to 78.785, inclusive, apply to professional corporations and the fees set forth in NRS 86.561 apply to professional limited-liability companies.

(Added to NRS by 1995, 1139; A 2007, 2433; 2009, 1714)

NRS 89.027 Filing of records written in language other than English. No record which is written in a language other than English may be filed or submitted for filing in the Office of the Secretary of State pursuant to the provisions of this chapter unless it is accompanied by a verified translation of that record into the English language.

(Added to NRS by 1995, 1137; A 2003, 3160)

NRS 89.028 Secretary of State authorized to adopt certain regulations to allow professional entity or professional association to carry out powers and duties through most recent technology. The Secretary of State may adopt regulations to define, for the purposes of certain provisions of this chapter, the terms “meeting,” “writing,” “written” and other terms to allow a professional entity, professional association or other entity which is subject to the provisions of this chapter to carry out its powers and duties as prescribed by this chapter through the use of the most recent technology available including, without limitation, the use of electronic communications, videoconferencing, telecommunications and blockchains.

(Added to NRS by 2011, 781; A 2019, 2825)

PROFESSIONAL ENTITIES

NRS 89.030 Applicability of chapters 78 and 86 of NRS. The laws applicable to other Nevada corporations organized under chapter 78 of NRS and limited-liability companies organized under chapter 86 of NRS and all rights, privileges and duties thereunder shall apply to professional corporations and professional limited-liability companies, respectively, except where such laws are in conflict with or inconsistent with the provisions of this chapter. In case of conflict, the provisions of this chapter shall apply.

(Added to NRS by 1963, 865; A 2007, 2433)

NRS 89.040 Filing requirements; required provisions of articles; name.

1. One or more persons may organize a professional entity in the manner provided for organizing a corporation pursuant to chapter 78 of NRS or a limited-liability company pursuant to chapter 86 of NRS. Each person organizing the professional entity must, except as otherwise provided in subsection 2 of NRS 89.050, be authorized to perform the professional service for which the professional entity is organized. The articles must contain the following additional information:

(a) The profession to be practiced by means of the professional entity.

(b) The names and addresses, either residence or business, of the original stockholders and directors of the professional corporation or the original members and managers of the professional limited-liability company.

(c) Except as otherwise provided in paragraphs (d) and (e), a certificate from the regulating board of the profession to be practiced showing that each of the directors, stockholders, managers or members who is a natural person is licensed to practice the profession.

(d) For a professional entity organized pursuant to this chapter and practicing pursuant to the provisions of NRS 623.349, a certificate from the regulating board or boards of the profession or professions to be practiced showing that control and two-thirds ownership of the professional entity is held by persons registered or licensed pursuant to the applicable provisions of chapter 623, 623A or 625 of NRS. As used in this paragraph, “control” has the meaning ascribed to it in NRS 623.349.

(e) For a professional entity formed pursuant to subsection 5 of NRS 89.070, a certificate from the State Bar of Nevada showing at least one stockholder or member who is a natural person is admitted by the Supreme Court of the State of Nevada to practice law as a member of the State Bar of Nevada.

2. The corporate name of a professional corporation must contain the words “Professional Corporation” or the abbreviation “Prof. Corp.,” “P.C.” or “PC,” or the word “Chartered” or the abbreviation “Chtd.,” or “Limited” or the abbreviation “Ltd.” The corporate name must contain the last name of one or more of its current or former stockholders.

3. The name of a professional limited-liability company must contain the words “Professional Limited-Liability Company” or the abbreviations “Prof. L.L.C.,” “Prof. LLC,” “P.L.L.C.,” “PLLC,” or the word “Chartered” or the abbreviation “Chtd.,” or “Limited” or the abbreviation “Ltd.” The name of a professional limited-liability company must contain the last name of one or more of its current or former members.

4. The professional entity may render professional services and exercise its authorized powers under a fictitious name if the professional entity has first registered the name in the manner required by chapter 602 of NRS.

(Added to NRS by 1963, 865; A 1969, 520; 1979, 122; 1987, 585; 1991, 323, 1305; 1995, 2118; 2001, 1780; 2003, 3160; 2003, 20th Special Session, 111; 2007, 2433; 2009, 1714)

NRS 89.045 List or statement to be maintained at principal place of business or with custodian of records; requirement to assist in criminal investigation; failure to comply; regulations.

1. A professional entity shall maintain at its principal place of business in this State or with its custodian of records:

(a) A current list of its owners of record; or

(b) A statement indicating where such a list is maintained.

2. Upon the request of the Secretary of State, the professional entity shall:

(a) Provide the Secretary of State with the name and contact information of the custodian of the list described in subsection 1. The information required pursuant to this paragraph shall be kept confidential by the Secretary of State.

(b) Provide written notice to the Secretary of State within 10 days after any change in the information contained in the list described in subsection 1.

3. Upon the request of any law enforcement agency in the course of a criminal investigation, the Secretary of State may require a professional entity to:

(a) Submit to the Secretary of State, within 3 business days, a copy of the list required to be maintained pursuant to subsection 1; or

(b) Answer any interrogatory submitted by the Secretary of State that will assist in the criminal investigation.

4. If a professional entity fails to comply with any requirement pursuant to subsection 3, the Secretary of State may take any action necessary, including, without limitation, the suspension or revocation of the corporate charter.

5. The Secretary of State shall not reinstate or revive a charter that was revoked or suspended pursuant to subsection 4 unless:

(a) The professional entity complies with the requirements of subsection 3; or

(b) The law enforcement agency conducting the investigation advises the Secretary of State to reinstate or revive the corporate charter.

6. The Secretary of State may adopt regulations to administer the provisions of this section.

(Added to NRS by 2007, 1335; A 2009, 2858; 2019, 400)

NRS 89.050 Scope of business; property and investments; professional services by officers and employees.

1. Except as otherwise provided in subsection 2, a professional entity may be organized only for the purpose of rendering one specific type of professional service and may not engage in any business other than rendering the professional service for which it was organized and services reasonably related thereto, except that a professional entity may own real and personal property appropriate to its business and may invest its money in any form of real property, securities or any other type of investment.

2. A professional entity may be organized to render a professional service relating to:

(a) Architecture, interior design, residential design, engineering and landscape architecture, or any combination thereof, and may be composed of persons:

(1) Engaged in the practice of architecture as provided in chapter 623 of NRS;

(2) Practicing as a registered interior designer as provided in chapter 623 of NRS;

(3) Engaged in the practice of residential design as provided in chapter 623 of NRS;

(4) Engaged in the practice of landscape architecture as provided in chapter 623A of NRS; and

(5) Engaged in the practice of professional engineering as provided in chapter 625 of NRS.

(b) Medicine, homeopathy, osteopathy, naprapathy, chiropractic and psychology, or any combination thereof, and may be composed of persons engaged in the practice of:

(1) Medicine as provided in chapter 630 of NRS;

(2) Homeopathic medicine as provided in chapter 630A of NRS;

(3) Osteopathic medicine as provided in chapter 633 of NRS;

(4) Chiropractic as provided in chapter 634 of NRS;

(5) Naprapathy as provided in chapter 634B of NRS; and

(6) Psychology and licensed to provide services pursuant to chapter 641 of NRS.

Ê Such a professional entity may market and manage additional professional entities which are organized to render a professional service relating to medicine, homeopathy, osteopathy, naprapathy, chiropractic and psychology.

(1) Any psychologist who is licensed to practice in this State;

(2) Any social worker who holds a master’s degree in social work and who is licensed by this State as a clinical social worker;

(3) Any registered nurse who is licensed to practice professional nursing in this State and who holds a master’s degree in the field of psychiatric nursing;

(4) Any marriage and family therapist who is licensed by this State pursuant to chapter 641A of NRS; and

(5) Any clinical professional counselor who is licensed by this State pursuant to chapter 641A of NRS.

Ê Such a professional entity may market and manage additional professional entities which are organized to render a professional service relating to mental health services pursuant to this paragraph.

3. A professional entity may render a professional service only through its officers, managers and employees who are licensed or otherwise authorized by law to render the professional service.

(Added to NRS by 1963, 866; A 1969, 705; 1985, 585; 1991, 323, 1306; 1995, 353, 1704; 1997, 206; 2001, 1781; 2003, 435; 2007, 2434, 3077; 2017, 1303; 2019, 1391; 2023, 1686)

1. An owner of a professional entity organized pursuant to paragraph (b) of subsection 2 of NRS 89.050 shall not:

(a) Create a policy or contract, written or otherwise, to restrict or prohibit the good faith communication between a patient and a person licensed pursuant to chapter 630, 630A, 633, 634, 634B or 641 of NRS, concerning the patient’s medical records, health care, risks or benefits of such health care or treatment options.

(b) Influence or interfere with the professional judgment of a person licensed pursuant to chapter 630, 630A, 633, 634, 634B or 641 of NRS, including, without limitation, the professional judgment of such a person concerning:

(1) The care of a patient;

(2) The custodian of the medical records of a patient;

(3) Employment decisions, including hiring or terminating an employee; or

(4) Coding or billing procedures.

(c) Terminate a contract or refuse to renew a contract with a person licensed pursuant to chapter 630, 630A, 633, 634, 634B or 641 of NRS because the person:

(1) Advocates on behalf of a patient in private or public;

(2) Assists a patient in seeking reconsideration of a denial of coverage of health care services; or

(3) Reports a violation of law to an appropriate authority.

(d) Require a person licensed pursuant to chapter 630, 630A, 633, 634, 634B or 641 of NRS to:

(1) Provide professional services to a specified number of patients within a particular amount of time; or

(2) Work a certain number of hours in a specified period of time.

(e) Require a person licensed pursuant to chapter 630, 630A, 633, 634, 634B or 641 of NRS to obtain the approval or review of a contract by a third party, including, without limitation, a provider of insurance.

2. A person licensed pursuant to chapter 630, 630A, 633, 634, 634B or 641 of NRS who renders a professional service through a professional entity organized pursuant to paragraph (b) of subsection 2 of NRS 89.050 shall not:

(a) Render such a professional service if the service exceeds the scope of his or her licensed authority pursuant to chapter 630, 630A, 633, 634, 634B or 641 of NRS; and

(b) Through the use of an agreement, directive, financial incentive or any other arrangement, influence or interfere with the professional judgment of another person licensed pursuant to chapter 630, 630A, 633, 634, 634B or 641 of NRS who renders a professional service through the same professional entity.

(Added to NRS by 2017, 1303; A 2019, 1392; 2023, 1687)

NRS 89.060 Professional relationship preserved. The provisions of this chapter relating to professional entities do not modify any law applicable to the relationship between a person furnishing professional service and a person receiving such service, including liability arising out of such professional service, but nothing contained in this section renders:

1. A person personally liable in tort for any act in which the person has not personally participated.

2. A director, officer or employee of a professional entity liable in contract for any contract which the director, officer or employee signs on behalf of a professional entity within the limits of his or her actual authority.

(Added to NRS by 1963, 866; A 1969, 521; 2003, 3160; 2007, 2435)

NRS 89.070 Restrictions on ownership and transfer of shares.

1. Except as otherwise provided in this section and NRS 623.349:

(a) No professional entity may issue any of its owner’s interest to anyone other than a natural person who is licensed to render the same specific professional services as those for which the professional entity was formed.

(b) No owner may enter into a voting trust agreement or any other type of agreement vesting another person with the authority to exercise the voting power of any or all of his or her owner’s interest, unless the other person is licensed to render the same specific professional services as those for which the professional entity was formed.

(c) No owner’s interest may be sold or transferred except to a natural person who is eligible to be an owner or to the personal representative or estate of a deceased or legally incapacitated stockholder. The personal representative or estate of the owner may continue to own the owner’s interest for a reasonable period, but may not participate in any decisions concerning the rendering of professional services.

Ê The articles, bylaws or operating agreement of the professional entity may provide specifically for additional restrictions on the transfer of an owner’s interest and may provide for the redemption or purchase of the owner’s interest by the professional entity, its owners or an eligible individual account plan complying with the requirements of subsection 2 at prices and in a manner specifically set forth. An owner may transfer his or her owner’s interest in the professional entity or any other interest in the assets of the professional entity to a revocable trust if the owner acts as trustee of the revocable trust and any person who acts as cotrustee and is not licensed to perform the services for which the professional entity was formed does not participate in any decisions concerning the rendering of those services.

2. Except as otherwise provided in NRS 623.349, a person not licensed to render the professional services for which the professional entity was formed may own a beneficial interest in any of the assets, including an owner’s interest, held for the person’s account by an eligible individual account plan sponsored by the professional entity for the benefit of its employees, which is intended to qualify under section 401 of the Internal Revenue Code, 26 U.S.C. § 401, if the terms of the trust are such that the total number of shares which may be distributed for the benefit of persons not licensed to render the professional services for which the professional entity was formed is less than a controlling interest and:

(a) The trustee of the trust is licensed to render the same specific professional services as those for which the professional entity was formed; or

(b) The trustee is not permitted to participate in any decisions concerning the rendering of professional services in his or her capacity as trustee.

Ê A trustee who is individually an owner may participate in his or her individual capacity as an owner, manager, director or officer in any decision.

3. Except as otherwise provided in subsection 4, a professional entity in which all the owners who are natural persons are licensed to render the same specific professional service may acquire and hold an owner’s interest in another professional entity or in a similar entity organized pursuant to the corresponding law of another state, only if all the owners who are natural persons of the professional entity whose stock is acquired are licensed in that professional entity’s state of formation to render the same specific professional service as the owners who are natural persons of the professional entity that acquires the owner’s interest.

4. A professional entity practicing pursuant to NRS 623.349 in which all the owners are natural persons, regardless of whether or not the natural persons are licensed to render the same specific professional service, may acquire and hold an owner’s interest in another professional entity or in a similar entity organized pursuant to the corresponding law of another state if control and two-thirds ownership of the business organization or association that is acquired is held by persons registered or licensed pursuant to the applicable provisions of chapter 623, 623A or 625 of NRS. As used in this subsection, “control” has the meaning ascribed to it in NRS 623.349.

5. An attorney may form a legal services professional entity that is organized or incorporated in the State of Nevada with one or more natural persons, each of whom is a member in good standing and eligible to practice before the bar of any jurisdiction of the United States, and such legal services entity may issue an owner’s interest to a natural person who is a member in good standing and eligible to practice before the bar of any jurisdiction of the United States provided that at least one attorney admitted by the Supreme Court of the State of Nevada to practice law as a member of the State Bar of Nevada owns an owner’s interest in the professional entity.

6. Any act in violation of this section is void and does not pass any rights or privileges or vest any powers, except to an innocent person who is not an owner and who has relied on the effectiveness of the action.

(Added to NRS by 1963, 866; A 1969, 521; 1977, 643; 1991, 1306; 1995, 2118; 2001, 1781; 2007, 2435; 2009, 1715)

1. If any officer, stockholder, director, member, manager or employee of a professional entity organized under this chapter who has been rendering professional service to the public becomes legally disqualified to render such professional services within this State, he or she shall sever within a reasonable period all professional service with and financial interest in the professional entity, but this chapter does not prevent a professional entity formed under this chapter from entering into a contract with an employee which provides for severance pay or for compensation for past services upon termination of professional service, whether by death or otherwise.

2. Except as otherwise provided in NRS 623.349, a natural person may not be an officer, director or manager of a professional entity formed under this chapter unless the natural person is licensed to render the same specific professional services as those for which the professional entity was formed.

3. Upon the death of an owner of a professional entity who has transferred his or her interest in the professional entity to a revocable trust as permitted by NRS 89.070, the trustee of the revocable trust may continue to retain any interest so transferred for a reasonable period, but may not exercise any authority concerning the rendering of professional services and may not, except as otherwise provided in NRS 623.349, distribute the owner’s interest to any person not licensed to render the services for which the professional entity was formed.

4. A professional entity’s failure to require compliance with the provisions of this section is a ground for the forfeiture of its charter.

(Added to NRS by 1963, 866; A 1969, 522; 1991, 1307; 1995, 2119; 2001, 1783; 2007, 2437)

NRS 89.100 Authority of regulating boards not affected. The provisions of this chapter relating to professional entities do not bar the regulating board of any profession from taking any action otherwise within its power, nor do they affect the rules of ethics or practice of any profession.

(Added to NRS by 1963, 867; A 1969, 522; 2007, 2437)

NRS 89.110 Scope of authority. No professional entity may do any act which is prohibited to be done by natural persons licensed to practice the profession which the professional entity is organized to practice.

(Added to NRS by 1963, 867; A 1995, 2120; 2007, 2438)

PROFESSIONAL ASSOCIATIONS

NRS 89.200 Inapplicability of chapter 87 of NRS. The provisions of chapter 87 of NRS do not apply to professional associations.

(Added to NRS by 1969, 523; A 2005, 443)

NRS 89.210 Filing requirements; name of association.

1. Within 30 days after the organization of a professional association under this chapter, the association shall file with the Secretary of State a copy of the articles of association, duly signed, and shall pay at that time a filing fee of $75. A copy of any amendments to the articles of association must also be filed with the Secretary of State within 30 days after the adoption of such amendments. Each copy of amendments so filed must be certified as true and correct and be accompanied by a filing fee of $175.

2. The name of such a professional association must contain the words “Professional Association,” “Professional Organization” or the abbreviations “Prof. Ass’n” or “Prof. Org.” The association may render professional services and exercise its authorized powers under a fictitious name if the association has first registered the name in the manner required under chapter 602 of NRS.

(Added to NRS by 1969, 523; A 1979, 123; 2001, 3190; 2003, 3160; 2003, 20th Special Session, 112)

NRS 89.215 Penalty for purporting to do business as professional association without filing articles of association; enforcement; regulations.

1. Every person who is purporting to do business in this State as a professional association and who willfully fails or neglects to file with the Secretary of State articles of association is subject to a fine of not less than $1,000 but not more than $10,000, to be recovered in a court of competent jurisdiction.

2. When the Secretary of State is advised that a person is subject to the fine described in subsection 1, the Secretary of State may, as soon as practicable, refer the matter to the district attorney of the county in which the person’s principal place of business is located or the Attorney General, or both, for a determination of whether to institute proceedings to recover the fine. The district attorney of the county in which the person’s principal place of business is located or the Attorney General may institute and prosecute the appropriate proceedings to recover the fine. If the district attorney or the Attorney General prevails in a proceeding to recover the fine described in subsection 1, the district attorney or the Attorney General is entitled to recover the costs of the proceeding, including, without limitation, the cost of any investigation and reasonable attorney’s fees.

3. In the course of an investigation of a violation of this section, the Secretary of State may require a person to answer any interrogatory submitted by the Secretary of State that will assist in the investigation.

4. The Secretary of State may adopt regulations to administer the provisions of this section.

(Added to NRS by 2009, 1714; A 2013, 896)

NRS 89.220 Professional relationship preserved. The provisions of this chapter relating to professional associations do not modify any law applicable to the relationship between a person furnishing professional service and a person receiving such service, including liability arising out of such professional service, but:

1. A member or employee of a professional association shall not be personally liable in tort for any act in which the member or employee has not personally participated.

2. A member or employee of a professional association shall not be personally liable in contract for any contract which the member or employee signs on behalf of a professional association within the limits of his or her actual authority.

(Added to NRS by 1969, 523; A 2003, 3161)

NRS 89.230 Restrictions on membership and rendering of professional services. Except as otherwise provided in NRS 623.349, members who organize a professional association must all be natural persons licensed to render the same specific professional services as those for which the professional association is organized. Except as otherwise provided by law, a professional association may render professional service only through its members and employees who are licensed or otherwise authorized by law to render the professional service.

(Added to NRS by 1969, 523; A 1995, 2120; 2001, 1783)

NRS 89.240 Duties upon legal disqualification of member or employee; redemption of and restrictions on transfer and ownership of member’s interest.

1. If any member or employee of a professional association who has been rendering professional service to the public becomes legally disqualified to render the professional service within this State, the member or employee shall sever within a reasonable period all professional service with and financial interest in the association; but this chapter does not prevent a professional association from entering into a contract with a member or employee which provides for severance pay or for compensation for past services upon termination of professional service, whether by death or otherwise. Upon the death of a member of the association who has transferred his or her interest in the association to a revocable trust as permitted by subsection 2, the trustee of the revocable trust may continue to retain any interest so transferred for a reasonable period, but may not exercise any authority concerning the rendering of professional services and may not, except as otherwise provided in NRS 623.349, distribute the interest in the association or its assets to any person not licensed to render the services for which the association was organized.

2. Except as otherwise authorized by NRS 623.349, a membership interest in a professional association may not be sold or transferred except to a natural person who is eligible to be a member of the association or to the personal representative or estate of a deceased or legally incapacitated member, except as provided in this subsection. The personal representative of such a member may continue to own such interest for a reasonable period, but may not participate in any decisions concerning the rendering of professional service. A member may transfer his or her interest in the association or any other interest in the assets of the association to a revocable trust if the member acts as trustee of the revocable trust and any person who acts as cotrustee and is not licensed to perform the services for which the association is organized does not participate in any decisions concerning the rendering of those professional services.

3. The articles of association may provide specifically for additional restrictions on the transfer of members’ interests and may provide for the redemption or purchase of such an interest by the association or its other members at prices and in a manner specifically set forth in the articles.

(Added to NRS by 1969, 523; A 1991, 1308; 1995, 2120; 2001, 1783)

NRS 89.250 Annual list: Filing requirements; fees; regulations.

1. Except as otherwise provided in subsection 2, a professional association shall, at the time of the filing of its articles of association with the Secretary of State, or, if the professional association has selected an alternative due date pursuant to subsection 8, on or before that alternative due date, and annually thereafter on or before the last day of the month in which the anniversary date of its organization occurs in each year, or, if applicable, on or before the last day of the month in which the anniversary date of the alternative due date occurs in each year, file with the Secretary of State a list showing the names and addresses, either residence or business, of all members and employees in the professional association and certifying that all members and employees are licensed to render professional service in this State.

2. A professional association organized and practicing pursuant to the provisions of this chapter and NRS 623.349 shall, at the time of the filing of its articles of association with the Secretary of State, or, if the professional association has selected an alternative due date pursuant to subsection 8, on or before that alternative due date, and annually thereafter on or before the last day of the month in which the anniversary date of its organization occurs in each year, or, if applicable, on or before the last day of the month in which the anniversary date of the alternative due date occurs in each year, file with the Secretary of State a list:

(a) Showing the names and addresses, either residence or business, of all members and employees of the professional association who are licensed or otherwise authorized by law to render professional service in this State;

(b) Certifying that all members and employees who render professional service are licensed or otherwise authorized by law to render professional service in this State; and

(c) Certifying that all members who are not licensed to render professional service in this State do not render professional service on behalf of the professional association except as authorized by law.

3. Each list filed pursuant to this section must be:

(a) Made on a form furnished by the Secretary of State and must not contain any fiscal or other information except that expressly called for by this section.

(b) Signed by the chief executive officer of the professional association or by some other person specifically authorized by the chief executive officer to sign the list.

(1) The professional association has complied with the provisions of chapter 76 of NRS;

(2) The professional association acknowledges that pursuant to NRS 239.330, it is a category C felony to knowingly offer any false or forged instrument for filing in the Office of the Secretary of State; and

(3) None of the members or employees identified in the list has been identified in the list with the fraudulent intent of concealing the identity of any person or persons exercising the power or authority of a member or employee in furtherance of any unlawful conduct.

4. Upon filing:

(a) The initial list required by this section, the professional association shall pay to the Secretary of State a fee of $150.

(b) Each annual list required by this section, the professional association shall pay to the Secretary of State a fee of $150.

5. If a professional association files an amended list of members and employees with the Secretary of State within 60 days after the date on which the initial list required by this section is filed, the professional association is not required to pay a fee for filing the amended list.

6. A person who files with the Secretary of State an initial list or annual list required by this section which identifies a member or an employee of a professional association with the fraudulent intent of concealing the identity of any person or persons exercising the power or authority of a member or employee in furtherance of any unlawful conduct is subject to the penalty set forth in NRS 225.084.

7. For the purposes of this section, a person is not deemed to exercise actual control of the daily operations of a professional association based solely on the fact that the person holds an ownership interest in the professional association.

8. The Secretary of State may allow a professional association to select an alternative due date for filing the initial list required by this section.

9. The Secretary of State may adopt regulations to administer the provisions of subsection 8.

(Added to NRS by 1969, 524; A 1995, 1139; 1999, 1625; 2001, 101, 1784, 2725, 3190; 2003, 194, 3161; 2003, 20th Special Session, 112, 187; 2005, 2270; 2009, 2045; 2013, 896; 2015, 2923; 2017, 2795)

NRS 89.251 List or statement to be maintained at principal place of business or with custodian of records; requirement to assist in criminal investigation; failure to comply; regulations.

1. A professional association shall maintain at its principal place of business in this State or with its custodian of records:

(a) A current list of each member; or

(b) A statement indicating where such a list is maintained.

2. Upon the request of the Secretary of State, the professional association shall:

(b) Provide written notice to the Secretary of State within 10 days after any change in the information contained in the list described in subsection 1.

3. Upon the request of any law enforcement agency in the course of a criminal investigation, the Secretary of State may require a professional association to:

(a) Submit to the Secretary of State, within 3 business days, a copy of the list required to be maintained pursuant to subsection 1; or

(b) Answer any interrogatory submitted by the Secretary of State that will assist in the criminal investigation.

4. If a professional association fails to comply with any requirement pursuant to subsection 3, the Secretary of State may take any action necessary, including, without limitation, the suspension or revocation of the articles of association.

5. The Secretary of State shall not reinstate or revive articles of association that were revoked or suspended pursuant to subsection 4 unless:

(a) The professional association complies with the requirements of subsection 3; or

(b) The law enforcement agency conducting the investigation advises the Secretary of State to reinstate or revive the articles of association.

6. The Secretary of State may adopt regulations to administer the provisions of this section.

(Added to NRS by 2007, 1335; A 2009, 2858; 2019, 400)

NRS 89.252 Defaulting associations: Identification; penalty.

1. Each professional association that is required to make a filing and pay the fee prescribed in NRS 89.250 but refuses to do so within the time provided is in default.

2. For default, there must be added to the amount of the fee a penalty of $75. The fee and penalty must be collected as provided in this chapter.

(Added to NRS by 1995, 1138; A 2001, 3191; 2003, 20th Special Session, 113)

NRS 89.254 Defaulting associations: Duties of Secretary of State; forfeiture of right to transact business; assets held in trust; distribution of assets.

1. The Secretary of State shall provide written notice to each professional association which is in default pursuant to the provisions of NRS 89.252. The written notice:

(a) Must include a statement indicating the amount of the filing fee, penalties incurred and costs remaining unpaid.

(b) At the request of the professional association, may be provided electronically.

2. On the first day of the first anniversary of the month following the month in which the filing was required, the articles of association of the professional association are revoked and its right to transact business is forfeited.

3. The Secretary of State shall compile a complete list containing the names of all professional associations whose right to transact business has been forfeited.

4. The Secretary of State shall forthwith notify each professional association specified in subsection 3 by providing written notice of the forfeiture of its right to transact business. The written notice:

(a) Must include a statement indicating the amount of the filing fee, penalties incurred and costs remaining unpaid.

(b) At the request of the professional association, may be provided electronically.

5. If the articles of association of a professional association are revoked and the right to transact business is forfeited, all the property and assets of the defaulting professional association must be held in trust by its members, as for insolvent corporations, and the same proceedings may be had with respect to its property and assets as apply to insolvent corporations. Any interested person may institute proceedings at any time after a forfeiture has been declared, but, if the Secretary of State reinstates the articles of association, the proceedings must be dismissed and all property restored to the members of the professional association.

6. If the assets of the professional association are distributed, they must be applied to:

(a) The payment of the filing fee, penalties and costs due to the State; and

(b) The payment of the creditors of the professional association.

Ê Any balance remaining must be distributed as set forth in the articles of association or, if no such provisions exist, among the members of the professional association.

(Added to NRS by 1995, 1138; A 2003, 20th Special Session, 113)

NRS 89.256 Defaulting associations: Conditions and procedure for reinstatement.

1. Except as otherwise provided in subsections 3 and 4 and NRS 89.251, the Secretary of State shall reinstate any professional association which has forfeited its right to transact business under the provisions of this chapter and restore the right to carry on business in this State and exercise its privileges and immunities if it:

(a) Files with the Secretary of State:

(1) The list and certification required by NRS 89.250;

(2) The information required pursuant to NRS 77.310; and

(3) A declaration under penalty of perjury, on a form provided by the Secretary of State, that the reinstatement is authorized by a court of competent jurisdiction in this State or by the duly selected chief executive officer of the professional association; and

(b) Except as otherwise provided in NRS 231.14057, pays to the Secretary of State:

(1) The filing fee and penalty set forth in NRS 89.250 and 89.252 for each year or portion thereof during which the articles of association have been revoked; and

(2) A fee of $300 for reinstatement.

2. When the Secretary of State reinstates the professional association, the Secretary of State shall issue to the professional association a certificate of reinstatement if the professional association:

(a) Requests a certificate of reinstatement; and

(b) Pays the required fees pursuant to subsection 7 of NRS 78.785.

3. Except as otherwise provided in NRS 231.14057, the Secretary of State shall not order a reinstatement unless all delinquent fees and penalties have been paid, and the revocation of the articles of association occurred only by reason of the failure to pay the fees and penalties.

4. If the articles of association of a professional association have been revoked pursuant to the provisions of this chapter and have remained revoked for 10 consecutive years, the articles must not be reinstated.

5. A reinstatement pursuant to this section relates back to the date on which the professional association forfeited its right to transact business under the provisions of this chapter and reinstates the professional association’s right to transact business as if such right had at all times remained in full force and effect.

(Added to NRS by 1995, 1138; A 2001, 3191; 2003, 20th Special Session, 114; 2005, 2271; 2007, 1336, 2438, 2701; 2013, 897; 2019, 929)

NRS 89.258 Renewal or revival of articles of association: Procedure; fee; certificate as evidence; status of association.

1. Except as otherwise provided in NRS 89.251, a professional association which did exist or is existing under NRS 89.200 to 89.270, inclusive, may, upon complying with the provisions of NRS 89.256, procure a renewal or revival of its articles of association for any period, together with all the rights, franchises, privileges and immunities, and subject to all its existing and preexisting debts, duties and liabilities secured or imposed by its original articles of association and amendments thereto, or existing articles of association, by filing:

(a) A certificate with the Secretary of State, which must set forth:

(1) The name of the professional association, which must be the name of the professional association at the time of the renewal or revival, or its name at the time its original articles of association expired.

(2) The information required pursuant to NRS 77.310.

(3) The date on which the renewal or revival of the professional association’s articles of association is to commence or be effective, which may be, in cases of a revival, before the date of the certificate of revival.

(4) Whether or not the renewal or revival is to be perpetual and, if not perpetual, the time for which the renewal or revival is to continue.

(5) That the professional association desiring to renew or revive its articles of association is, or has been, organized and carrying on the business authorized by its existing or original articles of association and amendments thereto, and desires to renew or continue through revival its existence pursuant to and subject to the provisions of this chapter.

(b) A list of its members and employees who are licensed or otherwise authorized by law to render professional services in this State and their addresses, either residence or business.

(c) A declaration under penalty of perjury, on a form provided by the Secretary of State, that the renewal or revival is authorized by a court of competent jurisdiction in this State or by the owners of the membership interests in the professional association.

2. A professional association whose articles of association have expired and are being renewed shall cause the certificate to be signed by a member of the professional association. The certificate of renewal must be approved by a majority of the members who hold a membership interest in the professional association.

3. A professional association seeking to revive its original or amended articles of association shall cause the certificate of revival to be signed by a person or persons designated or appointed by the members of the professional association. The signing and filing of the certificate of revival must be approved by the written consent of the holders of a membership interest in the professional association holding at least a majority of the voting power and must contain a recital that this consent was secured. The professional association shall pay to the Secretary of State the fee required to form a new professional association pursuant to the provisions of NRS 89.200 to 89.270, inclusive.

4. The filed certificate of renewal or revival, or a copy thereof which has been certified under the hand and seal of the Secretary of State, must be received in all courts and places as prima facie evidence of the facts therein stated and of the qualification to do business in this State of the professional association named therein.

5. A renewal or revival pursuant to this section relates back to the date on which the professional association’s articles of association expired or was revoked and renews or revives the professional association’s articles of association and right to transact business as if such right had at all times remained in full force.

6. A professional association that has revived or renewed its articles of association pursuant to the provisions of this section:

(a) Is a professional association and continues to be a professional association for the time stated in the certificate of revival or renewal;

(b) Possesses the rights, privileges and immunities conferred by the original articles of association and by NRS 89.200 to 89.270, inclusive; and

(Added to NRS by 2015, 1318)

NRS 89.260 Authority of regulating boards not affected. The provisions of this chapter relating to professional associations do not bar the regulating board of any profession from taking any action otherwise within its power, nor do they affect the rules of ethics or practice of any profession.

(Added to NRS by 1969, 524)

NRS 89.270 Scope of authority. No professional association may do any act which is prohibited to be done by natural persons licensed to practice the profession which the professional association is organized to practice.

(Added to NRS by 1969, 524; A 1995, 2121)