NRS: CHAPTER 348 - REGISTRATION OF PUBLIC SECURITIES

[Rev. 6/29/2024 3:42:17 PM--2023]

TITLE 30 - PUBLIC BORROWING AND OBLIGATIONS

CHAPTER 348 - REGISTRATION OF PUBLIC SECURITIES

NRS 348.010 Legislative findings and declarations.

NRS 348.020 Definitions.

NRS 348.030 “Assessment” defined.

NRS 348.040 “Authorized officer” defined.

NRS 348.050 “Authorizing instrument” defined.

NRS 348.060 “Certificated public security” defined.

NRS 348.070 “Facsimile seal” defined.

NRS 348.080 “Facsimile signature” defined.

NRS 348.090 “Financial agreement” defined.

NRS 348.100 “Financial intermediary” defined.

NRS 348.110 “Full registered form” and “full registration” defined.

NRS 348.120 “Governing body” defined.

NRS 348.130 “Issue” defined.

NRS 348.140 “Issuer” defined.

NRS 348.150 “Obligation” defined.

NRS 348.160 “Official actions” defined.

NRS 348.170 “Official or official body” defined.

NRS 348.180 “Original issuance” defined.

NRS 348.190 “Person” defined.

NRS 348.200 “Public body” defined.

NRS 348.210 “Public security” defined.

NRS 348.220 “State” defined.

NRS 348.230 “Tax Code” defined.

NRS 348.240 “Transfer agent” defined.

NRS 348.250 “Uncertificated public security” defined.

NRS 348.260 Substitution of meanings of terms used in chapter for meanings of corresponding terms in supplemental provisions.

NRS 348.270 Applicability.

NRS 348.280 Construction: Separate grant of powers; supplemental provisions.

NRS 348.290 Construction: Relationship to other law.

NRS 348.300 Limitation on amendment and repeal of chapter.

NRS 348.310 Determination of governing body.

NRS 348.320 Election of issuer concerning applicability of chapter.

NRS 348.330 Issuer may issue certificated and uncertificated public securities.

NRS 348.340 Form of securities.

NRS 348.350 System of full registration.

NRS 348.360 Powers of issuer; priority of liens.

NRS 348.370 Signatures: Requirements.

NRS 348.380 Signatures: Effect if officer ceases to fill his or her office; adoption of predecessor’s signature.

NRS 348.390 Use of facsimile seal on certificated public security.

NRS 348.400 No seal required on uncertificated public security.

NRS 348.410 Statements describing registrants’ rights.

NRS 348.420 Records of transferees and pledgees not subject to inspection or copying as public record; maintenance of records of issuer.

NRS 348.430 Appointment of agents by issuer; agreement for establishment and maintenance of central depository system.

NRS 348.440 Payment of installments for principal, interest and premiums.

NRS 348.450 Acceptance of deposit of public securities as security.

_________

NRS 348.010 Legislative findings and declarations.

1. The Legislature finds that:

(a) Public securities have traditionally been issued in bearer form, with attached coupons evidencing the installments of interest becoming due on fixed maturity dates, rather than in only full registered form.

(b) The Federal Government, by subsection (j) of section 103, Tax Code, as amended by subsection (b) of section 310 of the Tax Equity and Fiscal Responsibility Act of 1982 (P.L. 97-248, signed by the President on September 3, 1982), provides in effect that, among other securities, public securities, subject to minor exceptions stated in that federal act, must be in full registered form for the interest on the public securities to be exempt from federal income taxation, but that an obligation of a public body shall be treated as in full registered form if the right to the principal of, any prior redemption premium due in connection with, and stated interest on that obligation may be transferred only through a book entry consistent with regulations prescribed by the Secretary of the Treasury, and, as the federal act was further amended on January 12, 1983, this requirement for the issuance of public securities in full registered form becomes effective on July 1, 1983.

(c) The effect of the requirements stated in paragraph (b) will affect the various public bodies and varieties of public securities differently depending on their legal and financial characteristics, their markets and their adaptability to recent and prospective technological and organizational developments.

2. It is hereby declared as a matter of legislative determination that:

(a) It is a matter of state concern that public bodies be provided flexibility in the development of systems for such registration of public securities, including systems of book entry and their incidents, to accommodate these different effects.

(b) It is the purpose of this chapter to enable the establishment, maintenance and amendment from time to time of differing systems of registration of public securities, to accommodate the differing effects upon public bodies and varieties of public securities.

(c) To accomplish the purposes stated in this section and the issuance of public securities the interest on which is exempt from federal income taxation, the provisions of this chapter must be broadly and liberally construed.

(Added to NRS by 1983, 602)

NRS 348.020 Definitions. The following terms, as defined in NRS 348.030 to 348.250, inclusive, for all purposes of this chapter, other provisions of NRS or special acts relating to public securities and any authorizing instrument or document pertaining thereto, unless the context otherwise requires, have the meanings ascribed to them in those sections.

(Added to NRS by 1983, 603)

NRS 348.030 “Assessment” defined. “Assessment” means a special assessment levied against an assessable tract of property and capital improvements thereon which are specially benefited by the acquisition of capital improvements financed by a public body wholly or in part by the issuance of public securities or otherwise.

(Added to NRS by 1983, 603)

NRS 348.040 “Authorized officer” defined.

1. “Authorized officer” means, with respect to any certificated public security, a person whose signature to the certificated public security is required or permitted, or a person whom the authorized officer is authorized, either alone or with the concurrence of another or others, to authorize to affix the signature of the authorized officer to the certificated public security and who is so authorized in writing by the authorized officer with any required concurrence.

2. “Authorized officer” means, with respect to any uncertificated public security, any person described in this section as an authorized officer with respect to a certificated public security of the same class or series.

(Added to NRS by 1983, 603)

NRS 348.050 “Authorizing instrument” defined. “Authorizing instrument” means the ordinance, resolution, trust indenture, order or other official action, or any such instrument amendatory thereof or supplemental thereto, or any applicable combination thereof, by which public securities are authorized to be issued by a public body.

(Added to NRS by 1983, 603)

NRS 348.060 “Certificated public security” defined. “Certificated public security” means an obligation which:

1. Is issued pursuant to a system of full registration;

2. Is represented by an instrument, and is transferable in the manner described in subsection 1 of NRS 348.110; and

3. Is either one of a class or series or by its terms is divisible into a class or series of obligations.

(Added to NRS by 1983, 603)

NRS 348.070 “Facsimile seal” defined. “Facsimile seal” means a reproduction by engraving, imprinting, stamping or other means of the seal of the issuer, official or official body.

(Added to NRS by 1983, 603)

NRS 348.080 “Facsimile signature” defined. “Facsimile signature” means a reproduction by engraving, imprinting, stamping or other means of the manual signature of an authorized officer.

(Added to NRS by 1983, 604)

NRS 348.090 “Financial agreement” defined. “Financial agreement” means an agreement respecting the payment of the principal of, any prior redemption premium due in connection with, and the interest on a public security.

(Added to NRS by 1983, 604)

NRS 348.100 “Financial intermediary” defined. “Financial intermediary” means a commercial bank, trust bank, broker or clearing corporation, or the nominee of any of them, or other person or its nominee, which in the ordinary course of its business maintains accounts relating to public securities for its customers, when so acting.

(Added to NRS by 1983, 604)

NRS 348.110 “Full registered form” and “full registration” defined. “Full registered form” or “full registration” means:

1. With respect to a certificated public security that:

(a) The certificated public security specifies a person entitled to the public security or the rights it represents; and

(b) Transfer of the certificated public security may be registered upon books maintained for that purpose by or on behalf of the issuer.

2. With respect to an uncertificated public security, that transfer of the uncertificated public security is registered upon books maintained for that purpose or that the security is represented by:

(a) Evidence of participation in an obligation of larger denomination which is fully registered; or

(b) An entry in a system of books kept to identify purchasers of those securities by or on behalf of the issuer.

(Added to NRS by 1983, 604)

NRS 348.120 “Governing body” defined. “Governing body” means the State Legislature, the State Board of Examiners, any state officer or commission, or other agency or instrumentality of the State authorized to issue public securities in its name and on its behalf, the Board of Regents of the University of Nevada, or any city council, city commission, board of supervisors, town council, town board, board of county commissioners, board of trustees of a school district, board of directors or trustees of any other type of district or authority, or other local legislative or governing body of another type of public body.

(Added to NRS by 1983, 604)

NRS 348.130 “Issue” defined. “Issue” means all public securities constituting the same obligation, whether or not each such security is part of the same class or series.

(Added to NRS by 1983, 604)

NRS 348.140 “Issuer” defined. “Issuer” means a public body which:

1. Executes a certificated public security to evidence its duty to perform a financial agreement represented by the certificated public security;

2. Undertakes to perform a financial agreement if the agreement is an uncertificated public security; or

3. Becomes responsible for or in place of a public body described as an issuer in this section.

(Added to NRS by 1983, 604)

NRS 348.150 “Obligation” defined. “Obligation” means a financial agreement of an issuer, and includes a share, participation or other interest in such an agreement.

(Added to NRS by 1983, 604)

NRS 348.160 “Official actions” defined. “Official actions” means the actions by statute, order, ordinance, resolution, contract or other authorized means by which the official or official body provides for the issuance of a public security.

(Added to NRS by 1983, 604)

NRS 348.170 “Official or official body” defined. “Official or official body” means the officer or the governing body that is empowered under the laws of one or more states, including, without limitation, this state, to provide for the original issuance of a public security of the issuer, by defining the obligation and its terms, conditions and other incidents, the successor or successors of any such officer or governing body, and such other person or group of persons as may be assigned duties of such officer or governing body under applicable law from time to time.

(Added to NRS by 1983, 605)

NRS 348.180 “Original issuance” defined. “Original issuance” means the first transfer of a public security by an issuer to a purchaser.

(Added to NRS by 1983, 605)

NRS 348.190 “Person” defined. “Person” includes a government, a governmental agency and a political subdivision of a government.

(Added to NRS by 1983, 605; A 1985, 515)

NRS 348.200 “Public body” defined. “Public body” means this State, the Nevada System of Higher Education, or a city or town, incorporated or unincorporated, county, school district, other public educational institution, other district, authority or other body corporate and politic comprising a political subdivision of the State or acting on behalf thereof.

(Added to NRS by 1983, 605; A 1993, 395; 2005, 364)

NRS 348.210 “Public security” defined. “Public security” means any note, warrant, interim debenture or bond, including, without limitation, a temporary bond, or other security and comprises either a certificated public security or an uncertificated public security evidencing a loan and, before, on or after May 12, 1983, is authorized by the State to be incurred by a public body.

(Added to NRS by 1983, 605; A 1997, 1610)

NRS 348.220 “State” defined. “State” means the State of Nevada.

(Added to NRS by 1983, 605)

NRS 348.230 “Tax Code” defined. “Tax Code” means the federal Internal Revenue Code of 1954.

(Added to NRS by 1983, 605)

NRS 348.240 “Transfer agent” defined. “Transfer agent” means the treasurer or similar official of the issuer, a corporate or other trustee, registrar, paying agent, other corporate agent, or other person acting as an agent, for, among possibly other duties, the transfer and registration of public securities.

(Added to NRS by 1983, 605)

NRS 348.250 “Uncertificated public security” defined. “Uncertificated public security” means an obligation which:

1. Is issued pursuant to a system of full registration;

2. Is transferable in the manner described in subsection 2 of NRS 348.110; and

3. Is either one of a class or series or by its terms is divisible into a class or series of obligations.

(Added to NRS by 1983, 605)

NRS 348.260 Substitution of meanings of terms used in chapter for meanings of corresponding terms in supplemental provisions. The meanings of the terms used in this chapter shall be substituted for the meanings of corresponding terms used in other provisions of NRS or special acts relating to public securities when the provisions or principles of those laws supplement the provisions of this chapter. Otherwise, terms used in this chapter have the same meaning as corresponding terms used in laws relating to public securities.

(Added to NRS by 1983, 605)

NRS 348.270 Applicability. This chapter applies to public securities issued by any public body pursuant to any general or special act or any charter, including any legislative charter.

(Added to NRS by 1983, 605)

NRS 348.280 Construction: Separate grant of powers; supplemental provisions.

1. This chapter as to matters contained therein constitutes an additional and separate grant of powers, and such powers may be exercised without regard to provisions concerning such matters in any other law; but this chapter is not a restriction or limitation on the exercise of powers by a public body under any other law or charter.

2. The provisions of the Uniform Commercial Code and the principles of contract law relative to the transfer of public securities supplement the provisions of this chapter. This chapter as so supplemented is supplemental to each law of this state, whether adopted before or after this chapter, empowering or regulating the issuance of public securities.

(Added to NRS by 1983, 609)

NRS 348.290 Construction: Relationship to other law.

1. The powers conferred by this chapter are in addition and supplemental to, and not in substitution for, and the limitations imposed by this chapter do not affect the powers conferred by any other law.

2. No part of this chapter repeals or affects any other law or part thereof, it being intended that this chapter provide a separate method of accomplishing its objectives, and not an exclusive one.

(Added to NRS by 1983, 610)

NRS 348.300 Limitation on amendment and repeal of chapter. This state hereby covenants that it will not amend or repeal this chapter if the effect is that interest on public securities may as a result thereof be no longer exempt from federal income taxation provided for by the Tax Code.

(Added to NRS by 1983, 609)

NRS 348.310 Determination of governing body. The determination of the governing body authorized or empowered to issue public securities under this chapter and any other provision of NRS or special act must be made in an authorizing instrument pertaining to those securities.

(Added to NRS by 1983, 609)

NRS 348.320 Election of issuer concerning applicability of chapter.

1. At the election of an issuer, made at any time prior to or at original issuance of a public security, this chapter may be made applicable. When this chapter applies, it is alternative to any provision of law to the contrary, and no such provision to the contrary applies.

2. The official or official body that is empowered to provide for the original issuance of a public security may make the election of the issuer, which must be part of the official actions with respect to such issuance.

3. An issuer may not rescind such an election after the original issuance of a public security pertaining thereto.

(Added to NRS by 1983, 609)

NRS 348.330 Issuer may issue certificated and uncertificated public securities. An issuer may issue either certificated public securities or uncertificated public securities, or both certificated public securities and uncertificated public securities, under this chapter notwithstanding any inconsistent provision (e.g., a provision that the issuer must issue coupon bonds) stated in a bond question, election proceedings or other preliminary proceedings, or any combination thereof, as the case may be, approved, adopted or otherwise taken before May 12, 1983.

(Added to NRS by 1983, 609)

NRS 348.340 Form of securities. Any such public securities may be in full registered form or in bearer form, with or without interest coupons, be subject to conditions for transfer, be subject to provisions for conversion as to denomination or to bearer or to registration for payment of principal only, and to the attachment or reattachment of interest coupons to the public securities, be made registrable or reregistrable or payable or repayable to bearer, or to both, by the treasurer or other authorized officer of the issuer or by a transfer agent within or without the State of Nevada, be issued, transferred, and registered by:

1. Evidence of participation in an obligation of larger denomination which is fully registered; or

2. An entry in a system of books kept to identify purchasers of the securities,

Ê all as may be determined by an authorizing instrument pertaining to the public securities and adopted or otherwise authorized by the governing body of the issuer.

(Added to NRS by 1983, 606)

NRS 348.350 System of full registration.

1. Any system of full registration with respect to an issue of public securities may be:

(a) A system pursuant to which only certificated public securities are issued;

(b) A system pursuant to which only uncertificated public securities are issued; or

2. The issuer may discontinue and reinstitute either system, from time to time, if one type of system or the other type is regularly maintained at all times with respect to the issue.

3. The system may be established, regularly maintained, amended, discontinued or reinstituted for the issuer by an official or official body.

4. Any such system must be described in the official actions which provide for original issuance, and in subsequent official actions providing for amendments, supplementation and other matters from time to time. The description may be by reference to a program of the issuer which is established by the official or official body.

5. Any such system must define the method or methods by which transfer of the public securities is effective with respect to the issuer, which method or methods are exclusive, substantial compliance being essential to a valid transfer, and by which payment of principal, any prior redemption premium and any interest are made. The system may also provide for the form of any certificated public securities, for differing record and payment dates, for varying denominations and for accounting, destruction of cancelled certificates and other incidental matters.

6. Under a system pursuant to which both certificated public securities and uncertificated public securities are issued, both types of public securities may be regularly issued, or one type may be regularly issued and the other type issued only under described circumstances or to particular described categories of transferees. Under a system pursuant to which uncertificated public securities are regularly issued, provision may be made for registration of pledges and releases.

7. The system may include covenants of the issuer as to amendments, discontinuances and reinstitutions, and the effect of these on the exemption of interest from the federal income taxation provided for by the Tax Code.

(Added to NRS by 1983, 606)

NRS 348.360 Powers of issuer; priority of liens.

1. An issuer, prior to or at original issuance, may provide as a part of a system of full registration:

(a) That the transferor or transferee of the public securities pay all or a designated part of the costs of the system;

(b) That costs be paid out of proceeds of the public securities; or

2. The portion of the costs of the system not provided to be paid for by the transferor or the transferee or out of proceeds of the public security are otherwise the obligation of the issuer.

3. The issuer may as a part of the system provide for the reimbursement or for satisfaction of its obligation by payment by others.

4. The issuer may:

(a) Enter into binding agreements with others respecting such reimbursement or payment;

(b) Establish fees and charges pursuant to such agreements or otherwise;

(c) Provide that the amount or estimated amount of these fees and charges are an obligation of users, or benefited properties or persons, or other persons in interest;

(d) Provide for the collection of this amount and reasonable collection costs, upon an assessment or tax roll (whether or not the issuer is authorized to levy assessments or taxes), by billing, or by some other method; and

(e) Provide for enforcement by the establishment of a lien for collection on an assessment or tax roll, recordation of a lien, foreclosure and sale, personal action for judgment or other method.

5. Any lien, whether established for collection on an assessment or tax roll or separately by recordation may, if the system so provides, be on a parity with the liens for assessments and taxes, or if the lien for assessments is subordinate to the lien for taxes, on a parity with the lien for assessments, not subject to extinguishment by foreclosure or sale under the lien for any assessments and, if the lien of taxes is on a parity with the lien of assessments, under the lien for any taxes and prior and superior to all liens of any excise taxes, and all demands, executions, titles, liens and encumbrances, whenever created or otherwise fixed.

(Added to NRS by 1983, 608)

NRS 348.370 Signatures: Requirements. Signatures on any printed certificated public securities, issued in part under this chapter, any other statute or charter, or any combination thereof, may be manually subscribed or be subscribed by one or more facsimile signatures, but any printed, certificated public security, other than an interest coupon, must bear at least one manual signature, but it may be that only of an authorized officer of the public body or an officer of its transfer agent. The signatures of the officers signing the certificated public securities must be filed with the Secretary of State in compliance with chapter 351 of NRS.

(Added to NRS by 1983, 607)

NRS 348.380 Signatures: Effect if officer ceases to fill his or her office; adoption of predecessor’s signature.

1. Any certificated public security signed by the authorized officers at the time of its signing is not invalid and must not be denied binding effect on the grounds that before its issuance any or all of those officers ceased to fill their respective offices.

2. Any authorized officer empowered to sign any such certificated public security may adopt as and for his or her signature the signature of a predecessor in office if the predecessor’s signature appears on the certificated public security.

(Added to NRS by 1983, 607)

NRS 348.390 Use of facsimile seal on certificated public security. When a seal is required or permitted in the execution of any certificated public security, the authorized officer may cause a facsimile seal to be placed thereon. The facsimile seal has the same legal effect as the impression of a seal.

(Added to NRS by 1983, 607)

NRS 348.400 No seal required on uncertificated public security. No manual or facsimile seal is required in connection with any uncertificated public security.

(Added to NRS by 1983, 607)

NRS 348.410 Statements describing registrants’ rights.

1. The issuer shall provide, with respect to its uncertificated public securities, for the sending of written statements which provide a record of certain rights as of the time of issuance of the statements.

2. These statements must be sent to each person acquiring rights by registration in uncertificated public securities, and the statements so sent must be signed by an authorized officer or by a person whose signature is required or permitted to be placed on a certificated public security of the same class or series.

3. Statements as such, confer no rights on the recipient. A statement is neither a negotiable instrument nor a public security.

(Added to NRS by 1983, 607)

NRS 348.420 Records of transferees and pledgees not subject to inspection or copying as public record; maintenance of records of issuer.

1. Records of the transferees and pledgees of public securities and their addresses are not subject to inspection or copying under any law of this state relating to the inspection or copying of public records.

2. Registration records of the issuer may be maintained at such locations within or without the State as the issuer determines.

(Added to NRS by 1983, 609)

NRS 348.430 Appointment of agents by issuer; agreement for establishment and maintenance of central depository system.

1. An issuer may:

(a) Appoint for such term as may be agreed, including for so long as an issue may be outstanding, corporate or other authenticating trustees, registrars, paying agents, other transfer agents, or other agents, and specify their rights, compensation and duties;

(b) Limit their liabilities; and

(c) Provide for their payment of liquidated damages in the event of a breach of certain of the duties imposed, which liquidated damages may be made payable to a financial intermediary.

2. None of the persons designated above in subsection 1 need have an office or do business within this state.

3. An issuer may enter into a binding agreement with custodian banks and financial intermediaries, and nominees of any of them, in connection with the establishment and maintenance by others of a central depository system for the transfer or pledge of federal securities, public securities or other securities for the benefit of the issuer.

4. Any such custodian banks, financial intermediaries and nominees may, if qualified and acting as fiduciaries, also serve as authenticating trustees, registrars, paying agents, other types of transfer agents and other agents of the issuer with respect to the same issue of public securities.

(Added to NRS by 1983, 607)

NRS 348.440 Payment of installments for principal, interest and premiums. Payment of an installment of principal or interest, or both principal and interest, and any premium for prior redemption due at any designated date may be required by any authorizing instrument pertaining to the issuance of public securities to be by check, draft or other medium of payment and need not be conditioned upon presentation of any public security or coupon.

(Added to NRS by 1983, 607)

NRS 348.450 Acceptance of deposit of public securities as security. Whenever under the laws of the State a deposit of public securities is authorized as security, public securities otherwise meeting the authorized criteria, which are issued under a system of full registration which provides for registration of pledges of such securities, may be deposited and must be accepted as security if the pledge is registered.

(Added to NRS by 1983, 609)