[Rev. 2/10/2015 4:03:24
PM--2014R2]
CHAPTER 77 - MODEL REGISTERED AGENTS ACT
GENERAL PROVISIONS
NRS 77.010 Short
title.
NRS 77.020 Definitions.
NRS 77.030 “Appointment
of agent” defined.
NRS 77.040 “Commercial
registered agent” defined.
NRS 77.050 “Domestic
entity” defined.
NRS 77.060 “Entity”
defined.
NRS 77.070 “Filing
entity” defined.
NRS 77.080 “Foreign
entity” defined.
NRS 77.090 “Foreign
qualification document” defined.
NRS 77.100 “Governor”
defined.
NRS 77.110 “Interest”
defined.
NRS 77.120 “Interest
holder” defined.
NRS 77.130 “Jurisdiction
of organization” defined.
NRS 77.140 “Noncommercial
registered agent” defined.
NRS 77.150 “Nonqualified
foreign entity” defined.
NRS 77.160 “Nonresident
LLP statement” defined.
NRS 77.170 “Organic
law” defined.
NRS 77.180 “Organic
rules” defined.
NRS 77.190 “Person”
defined.
NRS 77.200 “Public
organic document” defined.
NRS 77.210 “Qualified
foreign entity” defined.
NRS 77.230 “Registered
agent” defined.
NRS 77.240 “Registered
agent filing” defined.
NRS 77.250 “Represented
entity” defined.
NRS 77.270 “Type”
defined.
FILINGS
NRS 77.280 Fees.
NRS 77.290 Form
required for filing of records.
NRS 77.300 Addresses
in filings.
NRS 77.305 Registration
of individual or corporation willing to serve as registered agent for
corporation, limited-liability company or limited partnership.
NRS 77.310 Appointment
of registered agent.
NRS 77.320 Registration
of commercial registered agent.
NRS 77.330 Termination
of registration of commercial registered agent.
NRS 77.340 Change
of registered agent by entity.
NRS 77.350 Change
of name or address by noncommercial registered agent.
NRS 77.360 Change
of name, address or type of organization by commercial registered agent.
NRS 77.370 Resignation
of registered agent.
NRS 77.380 Appointment
of agent by nonfiling entity or nonqualified foreign entity.
NRS 77.385 Cancellation
of filings.
AGENCY AND DUTIES
NRS 77.390 Service
of process on entities.
NRS 77.400 Duties
of registered agent.
NRS 77.410 Registered
agent required to verify licensure of entity under certain circumstances.
NRS 77.420 Failure
of entity to comply with chapter 604A or 675 of NRS; requirements of registered agent;
fine.
NRS 77.430 Regulations;
registered agent may be enjoined from serving under certain circumstances.
NRS 77.440 Jurisdiction
and venue.
ENFORCEMENT
NRS 77.443 Examination
of records by Secretary of State.
NRS 77.447 Penalties;
notice of alleged violation; opportunity to correct alleged violation.
MISCELLANEOUS PROVISIONS
NRS 77.450 Consistency
of application.
NRS 77.460 Relation
to Electronic Signatures in Global and National Commerce Act.
_________
GENERAL PROVISIONS
NRS 77.010 Short title. This
chapter may be cited as the Model Registered Agents Act.
(Added to NRS by 2007, 2630)
NRS 77.020 Definitions. As
used in this chapter, unless the context otherwise requires, the words and
terms defined in NRS 77.030 to 77.270, inclusive, have the meanings ascribed to them
in those sections.
(Added to NRS by 2007, 2630)
NRS 77.030 “Appointment of agent” defined. “Appointment
of agent” means a statement appointing an agent for service of process filed by
a domestic entity that is not a filing entity or a nonqualified foreign entity
under NRS 77.380.
(Added to NRS by 2007, 2630)
NRS 77.040 “Commercial registered agent” defined. “Commercial
registered agent” means an individual or a domestic or foreign entity
transacting business as a registered agent for 10 or more entities or any
registered agent who elects to be registered under NRS
77.320.
(Added to NRS by 2007, 2630; A 2013, 834)
NRS 77.050 “Domestic entity” defined. “Domestic
entity” means an entity whose internal affairs are governed by the law of this
State.
(Added to NRS by 2007, 2630)
NRS 77.060 “Entity” defined. “Entity”
means a person that has a separate legal existence or has the power to acquire
an interest in real property in its own name other than:
1. An individual;
2. A testamentary, inter vivos or
charitable trust, with the exception of a business trust, statutory trust or
similar trust;
3. An association or relationship that is
not a partnership by reason of NRS 87.070,
subsection 3 of NRS 87.4322 or similar
provisions of the law of any other jurisdiction;
4. A decedent’s estate; or
5. A public corporation, government or
governmental subdivision, agency or instrumentality or a quasi-governmental
instrumentality.
(Added to NRS by 2007, 2630)
NRS 77.070 “Filing entity” defined. “Filing
entity” means an entity that is created by the filing of a public organic
document.
(Added to NRS by 2007, 2631)
NRS 77.080 “Foreign entity” defined. “Foreign
entity” means an entity other than a domestic entity.
(Added to NRS by 2007, 2631)
NRS 77.090 “Foreign qualification document” defined. “Foreign qualification document” means an
application for a certificate of authority or other foreign qualification
filing with the Secretary of State by a foreign entity.
(Added to NRS by 2007, 2631)
NRS 77.100 “Governor” defined. “Governor”
means a person by or under whose authority the powers of an entity are
exercised and under whose direction the business and affairs of the entity are
managed pursuant to the organic law and organic rules of the entity.
(Added to NRS by 2007, 2631)
NRS 77.110 “Interest” defined.
1. “Interest” means:
(a) A governance interest in an unincorporated
entity;
(b) A transferable interest in an unincorporated
entity; or
(c) A share or membership in a corporation.
2. As used in this section:
(a) “Governance interest” means the right under
the organic law or organic rules of an entity, other than as a governor, agent,
assignee or proxy, to:
(1) Receive or demand access to
information concerning, or the books and records of, the entity;
(2) Vote for the election of the governors
of the entity; or
(3) Receive notice of or vote on any or
all issues involving the internal affairs of the entity.
(b) “Transferable interest” means the right under
an entity’s organic law to receive distributions from the entity.
(Added to NRS by 2007, 2631)
NRS 77.120 “Interest holder” defined. “Interest
holder” means a direct holder of an interest.
(Added to NRS by 2007, 2631)
NRS 77.130 “Jurisdiction of organization” defined. “Jurisdiction
of organization,” with respect to an entity, means the jurisdiction whose law
includes the organic law of the entity.
(Added to NRS by 2007, 2631)
NRS 77.140 “Noncommercial registered agent” defined. “Noncommercial registered agent” means a
person that is not registered as a commercial registered agent under NRS 77.320 and that is:
1. An individual or a domestic or foreign
entity that serves in this State as the agent for service of process of an
entity; or
2. The individual who holds the office or
other position in an entity that is designated as the agent for service of
process pursuant to subparagraph (2) of paragraph (b) of subsection 1 of NRS 77.310.
(Added to NRS by 2007, 2631; A 2013, 834)
NRS 77.150 “Nonqualified foreign entity” defined. “Nonqualified
foreign entity” means a foreign entity that is not authorized to transact
business in this State pursuant to a filing with the Secretary of State.
(Added to NRS by 2007, 2631)
NRS 77.160 “Nonresident LLP statement” defined. “Nonresident
LLP statement” means:
1. A certificate of registration of a
domestic registered limited-liability partnership that does not have an office
in this State; or
2. The foreign qualification filing of a
foreign registered limited-liability partnership that does not have an office
in this State.
(Added to NRS by 2007, 2631)
NRS 77.170 “Organic law” defined. “Organic
law” means the statutes, if any, other than this chapter, governing the
internal affairs of an entity.
(Added to NRS by 2007, 2631)
NRS 77.180 “Organic rules” defined. “Organic
rules” means the public organic document and private organic rules of an
entity. As used in this section, “private organic rules” means the rules,
whether or not in a record, that govern the internal affairs of an entity, are
binding on all of its interest holders and are not part of its public organic
document, if any.
(Added to NRS by 2007, 2632)
NRS 77.190 “Person” defined. “Person”
means an individual, corporation, estate, trust, partnership, limited-liability
company, business or similar trust, association, joint venture, public
corporation, government or governmental subdivision, agency or instrumentality,
or any other legal or commercial entity.
(Added to NRS by 2007, 2632)
NRS 77.200 “Public organic document” defined. “Public
organic document” means the public record the filing of which creates an
entity, and any amendment to or restatement of that record.
(Added to NRS by 2007, 2632)
NRS 77.210 “Qualified foreign entity” defined. “Qualified
foreign entity” means a foreign entity that is authorized to transact business
in this State pursuant to a filing with the Secretary of State.
(Added to NRS by 2007, 2632)
NRS 77.230 “Registered agent” defined. “Registered
agent” means a commercial registered agent or a noncommercial registered agent.
(Added to NRS by 2007, 2632)
NRS 77.240 “Registered agent filing” defined. “Registered
agent filing” means:
1. The public organic document of a
domestic filing entity;
2. A nonresident LLP statement;
3. A foreign qualification document;
4. An appointment of agent; or
5. Any other filing with the Secretary of
State under an entity’s organic law that must include the information required
pursuant to NRS 77.310.
(Added to NRS by 2007, 2632)
NRS 77.250 “Represented entity” defined. “Represented
entity” means:
1. A domestic filing entity;
2. A domestic or qualified foreign
limited-liability partnership that does not have an office in this State;
3. A qualified foreign entity;
4. A domestic or foreign unincorporated
nonprofit association for which an appointment of agent has been filed;
5. A domestic entity that is not a filing
entity for which an appointment of agent has been filed; or
6. A nonqualified foreign entity for which
an appointment of agent has been filed.
(Added to NRS by 2007, 2632)
NRS 77.270 “Type” defined. “Type,”
with respect to an entity, means a generic form of entity:
1. Recognized at common law; or
2. Organized under an organic law, whether
or not some entities organized under that organic law are subject to provisions
of that law that create different categories of the form of entity.
(Added to NRS by 2007, 2632)
FILINGS
NRS 77.280 Fees.
1. The Secretary of State shall collect
the following fees when a filing is made under this chapter:
(a) For a statement of change, $60.
(b) For a statement of resignation, $100 for the
first entity listed on the statement of resignation and $1 for each additional
entity listed on the statement of resignation.
(c) For a statement appointing an agent for
service of process, $60.
2. The Secretary of State shall collect
the following fees for copying and certifying a copy of any document filed
under this chapter:
(a) For copying any document, $2 per page.
(b) For certifying a copy of any document, $30.
(Added to NRS by 2007, 2633; A 2013, 834)
NRS 77.290 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 on 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 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 2007, 2633)
NRS 77.300 Addresses in filings. Whenever
a provision of this chapter requires that a filing state an address, the filing
must state:
1. An actual street address or rural route
box number in this State; and
2. A mailing address in this State, if
different from the address under subsection 1.
(Added to NRS by 2007, 2633; A 2009, 2825)
NRS 77.305 Registration of individual or corporation willing to serve as
registered agent for corporation, limited-liability company or limited
partnership.
1. Any individual residing or corporation
located in this State may register for that calendar year a willingness to
serve as the registered agent of a domestic or foreign corporation,
limited-liability company or limited partnership with the Secretary of State.
The registration must state the full, legal name of the individual or
corporation willing to serve as the registered agent and be accompanied by a
fee of $500 per office location of the registered agent.
2. The Secretary of State shall maintain a
list of those individuals and corporations who are registered pursuant to
subsection 1 and make the list available to persons seeking to do business in
this State.
3. The Secretary of State may amend any
information provided in the list if an individual or a corporation who is
included in the list:
(a) Requests the amendment; and
(b) Pays a fee of $50.
4. The Secretary of State may adopt
regulations prescribing the content, maintenance and presentation of the list.
(Added to NRS by 2013, 833)
NRS 77.310 Appointment of registered agent.
1. A registered agent filing must state:
(a) The name of the represented entity’s
commercial registered agent; or
(b) If the entity does not have a commercial
registered agent:
(1) The name and address of the entity’s
noncommercial registered agent; or
(2) The title of an office or other
position with the entity if service of process is to be sent to the person
holding that office or position, and the address of the business office of that
person.
2. The appointment of a registered agent
pursuant to paragraph (a) or (b) of subsection 1 must be accompanied by a
certificate of acceptance of the appointment by the registered agent.
(Added to NRS by 2007, 2633)
NRS 77.320 Registration of commercial registered agent.
1. An individual or a domestic or foreign
entity shall not serve as the registered agent in this State of 10 or more
domestic or foreign entities unless the individual or domestic or foreign entity
is registered as a commercial registered agent pursuant to this section.
2. An individual or a domestic or foreign
entity may become registered as a commercial registered agent by filing with
the Secretary of State a commercial registered agent registration statement on
a form prescribed by the Secretary of State signed under penalty of perjury by
the individual or by an individual authorized to sign the statement on behalf
of the entity, which states:
(a) The legal name of the individual or the legal
name, type and jurisdiction of organization of the entity;
(b) That the person is in the business of serving
as a commercial registered agent in this State;
(c) The address of a place of business of the
person in this State to which service of process and other notice and documents
being served on or sent to entities represented by it may be delivered;
(d) The name, address and telephone number of the
individual who has the authority to act on behalf of the commercial registered
agent;
(e) If the person filing the statement is an
individual, that the individual:
(1) Has not been convicted of a felony or,
if the individual has been convicted of a felony, a statement that the
individual has had his or her civil rights restored; and
(2) Has not had his or her ability to
serve as a registered agent denied or revoked by the appropriate authority of
this State or another state, or has not been enjoined by a court of competent
jurisdiction from serving as a registered agent, because the individual has
engaged in conduct in his or her capacity as a registered agent that was
intended to or likely to deceive or defraud the public;
(f) If the person filing the statement is a
domestic or foreign entity, that each director, officer or managing agent of
the entity:
(1) Has not been convicted of a felony or,
if a director, officer or managing agent has been convicted of a felony, a statement
that the individual has had his or her civil rights restored; and
(2) Has not had his or her ability to
serve as a registered agent or a director, officer or managing agent of a
registered agent denied or revoked by the appropriate authority of this State
or another state, or has not been enjoined by a court of competent jurisdiction
from serving as a registered agent or a director, officer or managing agent of
a registered agent, because the individual has engaged in conduct in his or her
capacity as a registered agent, or as a director, officer or managing agent of
a registered agent, that was intended to or likely to deceive or defraud the
public; and
(g) Any other information the Secretary of State
deems appropriate.
3. If the name of a person filing a
commercial registered agent registration statement is not distinguishable on
the records of the Secretary of State from the name of another commercial
registered agent registered under this section, the person must adopt a
fictitious name that is distinguishable and use that name in its statement and
when it does business in this State as a commercial registered agent. For the
purposes of this subsection, a proposed name is not distinguishable from
another name solely because one or the other contains distinctive lettering, a
distinctive mark, a trademark or a trade name or any combination of these. The
Secretary of State may adopt regulations that interpret the requirements of
this subsection.
4. A commercial registered agent
registration statement takes effect on filing.
5. The Secretary of State shall note the
filing of the commercial registered agent registration statement in the index
of filings maintained by the Secretary of State for each entity represented by
the registered agent at the time of the filing. The statement has the effect of
deleting the address of the registered agent from the registered agent filing
of each of those entities.
6. The Secretary of State may deny
registration as a commercial registered agent or revoke the registration of a
commercial registered agent if the person filing the registration statement or
the commercial registered agent is:
(a) An individual who:
(1) Has been convicted of a felony and has
not had his or her civil rights restored; or
(2) Has had his or her ability to serve as
a registered agent denied or revoked by the appropriate authority of this State
or another state, or has been enjoined by a court of competent jurisdiction
from serving as a registered agent, because the individual has engaged in
conduct in his or her capacity as a registered agent that was intended to or
likely to deceive or defraud the public; or
(b) A domestic or foreign entity, and a director,
officer or managing agent of the entity:
(1) Has been convicted of a felony and the
individual has not had his or her civil rights restored; or
(2) Has had his or her ability to serve as
a registered agent or a director, officer or managing agent of a registered
agent denied or revoked by the appropriate authority of this State or another
state, or has been enjoined by a court of competent jurisdiction from serving
as a registered agent or a director, officer or managing agent of a registered
agent, because the individual has engaged in conduct in his or her capacity as
a registered agent, or as a director, officer or managing agent of a registered
agent, that was intended to or likely to deceive or defraud the public.
(Added to NRS by 2007, 2633; A 2013, 835)
NRS 77.330 Termination of registration of commercial registered agent.
1. A commercial registered agent which
serves as the registered agent in this State for less than 10 entities or which
ceases to serve as a registered agent in this State may terminate its
registration as a commercial registered agent by filing with the Secretary of
State a commercial registered agent termination statement signed by or on
behalf of the agent which states:
(a) The name of the agent as currently registered
under NRS 77.320; and
(b) That the agent is no longer in the business
of serving as a commercial registered agent in this State.
2. A commercial registered agent
termination statement takes effect on the 31st day after the day on which it is
filed.
3. The commercial registered agent shall
promptly furnish each entity represented by it with notice in a record of the
filing of the commercial registered agent termination statement.
4. When a commercial registered agent
termination statement takes effect, the registered agent ceases to be an agent
for service of process on each entity formerly represented by it. Termination
of the registration of a commercial registered agent under this section does not
affect any contractual rights a represented entity may have against the agent
or that the agent may have against the entity.
(Added to NRS by 2007, 2634; A 2013, 836)
NRS 77.340 Change of registered agent by entity.
1. A represented entity may change the
information currently on file pursuant to NRS 77.310
by filing with the Secretary of State a statement of change signed on behalf of
the entity which states:
(a) The name of the entity; and
(b) The information that is to be in effect as a
result of the filing of the statement of change.
2. The interest holders or governors of a
domestic entity need not approve the filing of:
(a) A statement of change under this section; or
(b) A similar filing changing the registered
agent or registered office of the entity in any other jurisdiction.
3. If a filing made pursuant to subsection
1 results in a change of the registered agent of the represented entity, the
filing must include the information required pursuant to NRS
77.310.
4. A statement of change filed under this
section takes effect on filing.
5. Instead of using the procedures in this
section, a represented entity may change the information currently on file
under NRS 77.310 by amending its most recent
registered agent filing in the manner provided by the laws of this State other
than this chapter for amending that filing.
(Added to NRS by 2007, 2634)
NRS 77.350 Change of name or address by noncommercial registered agent.
1. If a noncommercial registered agent
changes its name or its address as currently in effect with respect to a
represented entity pursuant to NRS 77.310, the agent
shall file with the Secretary of State, with respect to each entity represented
by the agent, a statement of change signed by or on behalf of the agent which
states:
(a) The name of the entity;
(b) The name and address of the agent as
currently in effect with respect to the entity;
(c) If the name of the agent has changed, its new
name; and
(d) If the address of the agent has changed, the
new address.
2. A statement of change filed under this
section takes effect on filing.
3. A noncommercial registered agent shall
promptly furnish the represented entity with notice in a record of the filing
of a statement of change and the changes made by the filing.
(Added to NRS by 2007, 2635)
NRS 77.360 Change of name, address or type of organization by commercial
registered agent.
1. If a commercial registered agent
changes its name, its address as currently registered under subsection 2 of NRS 77.320 or its type or jurisdiction of
organization, the agent shall file with the Secretary of State a statement of
change signed by or on behalf of the agent which states:
(a) The name of the agent as currently registered
under subsection 2 of NRS 77.320;
(b) If the name of the agent has changed, its new
name;
(c) If the address of the agent has changed, the
new address; and
(d) If the type or jurisdiction of organization
of the agent has changed, the new type or jurisdiction of organization.
2. The filing of a statement of change
under subsection 1 is effective to change the information regarding the
commercial registered agent with respect to each entity represented by the
agent.
3. A statement of change filed under this
section takes effect on filing.
4. A commercial registered agent shall
promptly furnish each entity represented by it with notice in a record of the
filing of a statement of change relating to the name or address of the agent
and the changes made by the filing.
5. If a commercial registered agent
changes its address without filing a statement of change as required by this section,
the Secretary of State may cancel the registration of the agent under NRS 77.320. A cancellation under this subsection has
the same effect as a termination under NRS 77.330.
Promptly after cancelling the registration of an agent, the Secretary of State
shall serve notice in a record on the:
(a) Governors of each entity represented by the
agent, stating that the agent has ceased to be an agent for service of process
on the entity and that, until the entity appoints a new registered agent,
service of process may be made in the manner provided by NRS 14.030; and
(b) Agent, stating that the registration of the
agent has been cancelled under this section.
(Added to NRS by 2007, 2635; A 2013, 837)
NRS 77.370 Resignation of registered agent.
1. A registered agent may resign at any
time with respect to a represented entity by filing with the Secretary of State
a statement of resignation signed by or on behalf of the agent which states:
(a) The name of the entity;
(b) The name of the agent; and
(c) That the agent resigns from serving as agent
for service of process for the entity.
2. A statement of resignation takes effect
on the earlier of the 31st day after the day on which it is filed or the
appointment of a new registered agent for the represented entity.
3. The registered agent shall promptly
furnish the represented entity with notice in a record of the date on which a
statement of resignation was filed and shall file with the Secretary of State
an affidavit stating that written notice of the resignation has been provided
to each represented entity. The affidavit must include the name of each
represented entity that was provided notice, but is not required to include the
contact information of the represented entity or the names of the interest
holders of the represented entity. The registered agent shall keep a copy of
each notice provided to a represented entity on file for 1 year after the date
of filing the statement of resignation and shall make any such copy available
to the Secretary of State upon request.
4. When a statement of resignation takes
effect, the registered agent ceases to have responsibility for any matter
tendered to it as agent for the represented entity. A resignation under this
section does not affect any contractual rights the entity may have against the
agent or that the agent may have against the entity.
5. A registered agent may resign with
respect to a represented entity whether or not the entity is in good standing.
(Added to NRS by 2007, 2636; A 2009, 2825)
NRS 77.380 Appointment of agent by nonfiling entity or nonqualified foreign
entity.
1. A domestic entity that is not a filing
entity or a nonqualified foreign entity may file with the Secretary of State a
statement appointing an agent for service of process signed on behalf of the
entity which includes, without limitation:
(a) The name, type and jurisdiction of
organization of the entity; and
(b) The information required pursuant to NRS 77.310.
2. A statement appointing an agent for
service of process takes effect on filing.
3. The appointment of a registered agent
under this section does not qualify a nonqualified foreign entity to do
business in this State and is not sufficient alone to create personal jurisdiction
over the nonqualified foreign entity in this State.
4. A statement appointing an agent for
service of process may not be rejected for filing because the name of the
entity filing the statement is not distinguishable on the records of the
Secretary of State from the name of another entity appearing in those records.
The filing of a statement appointing an agent for service of process does not
make the name of the entity filing the statement unavailable for use by another
entity.
5. An entity that has filed a statement
appointing an agent for service of process may cancel the statement by filing a
statement of cancellation, which shall take effect upon filing, and must state
the name of the entity and that the entity is cancelling its appointment of an
agent for service of process in this State. A statement appointing an agent for
service of process, which has not been cancelled earlier, is effective for a
period of 5 years after the date of filing.
6. A statement appointing an agent for
service of process for a nonqualified foreign entity terminates automatically
on the date the entity becomes a qualified foreign entity.
(Added to NRS by 2007, 2636)
NRS 77.385 Cancellation of filings. If
an entity has made a filing with the Secretary of State pursuant to this
chapter and the Secretary of State has not processed the filing and placed the
filing into the public record, the entity may cancel the filing by:
1. Filing a statement of cancellation with
the Secretary of State; and
2. Paying a fee of $50.
(Added to NRS by 2009, 2825)
AGENCY AND DUTIES
NRS 77.390 Service of process on entities. A
registered agent is an agent of the represented entity authorized to receive
service of any process, notice or demand required or permitted by law to be
served on the entity.
(Added to NRS by 2007, 2637)
NRS 77.400 Duties of registered agent. The
only duties under this chapter required of a registered agent who has complied
with this chapter are:
1. To forward to the represented entity at
the address most recently supplied to the agent by the entity any process,
notice or demand that is served on the agent;
2. To provide the notices required by this
chapter to the entity at the address most recently supplied to the agent by the
entity;
3. If the agent is a noncommercial
registered agent, to keep current the information required pursuant to NRS 77.310 in the most recent registered agent filing
for the entity; and
4. If the agent is a commercial registered
agent, to keep current the information in its registration under subsection 2
of NRS 77.320.
(Added to NRS by 2007, 2637; A 2013, 837)
NRS 77.410 Registered agent required to verify licensure of entity under
certain circumstances.
1. If a registered agent knows or
reasonably should know that the entity for which he or she is the registered
agent engages in any business activity that is regulated pursuant to chapter 604A or 675
of NRS and the registered agent or a subsidiary or affiliate of the registered
agent performs any service for the represented entity other than:
(a) Delivering documents for filing to state or
local governmental entities;
(b) Forwarding unopened mail;
(c) Any service described in NRS 77.400;
(d) Accounting services incidental to the
formation of the entity for which he or she serves as registered agent provided
in accordance with chapter 628 of NRS; or
(e) Legal services incidental to the formation of
the entity for which he or she serves as registered agent if the registered
agent is an attorney who is licensed to practice law in this State or performs
such services under the supervision of an attorney who is licensed to practice
law in this State,
Ê the
registered agent shall verify with the Division of Financial Institutions of the
Department of Business and Industry that the represented entity is licensed
pursuant to chapter 604A or 675 of NRS, as applicable.
2. Except as otherwise provided in this
subsection, if a registered agent determines pursuant to subsection 1 that the
represented entity is not licensed as required pursuant to chapter 604A or 675
of NRS, the registered agent shall notify the Commissioner of Financial
Institutions. This subsection does not require a registered agent who is an
attorney to notify the Commissioner if doing so would violate any privilege
pursuant to NRS 49.035 to 49.115, inclusive, or the Nevada Rules of
Professional Conduct.
3. A registered agent who accepts an
appointment to act as the registered agent for a represented entity whom the
registered agent knows or reasonably should know engages in business activities
which are regulated pursuant to chapter 604A
or 675 of NRS shall not perform any financial
transactions on behalf of the represented entity in his or her capacity as
registered agent.
(Added to NRS by 2007, 2637; A 2009, 1672)
NRS 77.420 Failure of entity to comply with chapter 604A
or 675 of NRS; requirements of registered
agent; fine.
1. If the Commissioner of Financial
Institutions determines, after investigation, that a represented entity of a
registered agent has failed to comply with the provisions of chapter 604A or 675
of NRS, the Commissioner may issue an order to the registered agent to cease
and refrain from providing all services for the represented entity other than
those services set forth in NRS 77.400.
2. A registered agent who receives an
order pursuant to subsection 1 shall immediately notify the represented entity.
The represented entity shall be deemed to have received the order on the date
that it is received by the registered agent.
3. Any contract between a registered
agent, its subsidiary or affiliate and the represented entity entered into on
or after July 1, 2008, shall be deemed to include a provision that provides for
the termination of the contract or agreement without liability to the
registered agent, its subsidiary or affiliate, upon the issuance of an order
issued pursuant to this section, except for any agreement for the provision of
the services set forth in NRS 77.400. Any provision
of a contract which conflicts with this subsection is void. Failure to include
such a provision in a contract is not a defense in an action brought to enforce
or terminate the contract.
4. An order issued pursuant to subsection
1 is a final decision for the purposes of judicial review pursuant to chapter 233B of NRS. A registered agent shall
comply with any such order pending judicial review.
5. If the Commissioner of Financial
Institutions finds that a registered agent has failed to comply with an order
issued pursuant to this section, the Commissioner may impose an administrative
fine of not more than $1,000 upon the registered agent. Any fine collected
pursuant to this section must be deposited with the State Treasurer for credit
to the State General Fund.
(Added to NRS by 2007, 2637; A 2009, 1861)
NRS 77.430 Regulations; registered agent may be enjoined from serving under
certain circumstances.
1. The Secretary of State may adopt such
regulations as he or she deems necessary to carry out and ensure compliance
with the provisions of this chapter and any other provision of law which
governs the conduct of registered agents.
2. Upon application of the Secretary of
State, the district court may enjoin any person from serving as a registered
agent or as an officer, director or managing agent of a registered agent if the
court finds that:
(a) The registered agent failed to comply with
any provision of law governing the conduct of registered agents after
reasonable notice and an opportunity to correct the failure;
(b) The registered agent engaged in conduct in
his or her capacity as registered agent that was intended to deceive or defraud
the public or to promote illegal activities;
(c) The registered agent or the officer, director
or managing agent has been convicted of a felony and has not been restored to
his or her civil rights; or
(d) The registered agent or the officer, director
or managing agent has had his or her ability to serve as a registered agent or
a director, officer or managing agent of a registered agent denied or revoked
by the appropriate authority of this State or another state, or has been
enjoined by a court of competent jurisdiction from serving as a registered
agent or a director, officer or managing agent of a registered agent, because
the individual has engaged in conduct in his or her capacity as a registered
agent, or as a director, officer or managing agent of a registered agent, that
was intended to or likely to deceive or defraud the public.
(Added to NRS by 2007, 2638; A 2013, 838)
NRS 77.440 Jurisdiction and venue. The
appointment or maintenance in this State of a registered agent does not by
itself create the basis for personal jurisdiction over the represented entity
in this State. The address of the agent does not determine venue in an action
or proceeding involving the entity.
(Added to NRS by 2007, 2638)
ENFORCEMENT
NRS 77.443 Examination of records by Secretary of State. The Secretary of State may conduct periodic,
special or any other examinations of any records required to be maintained
pursuant to this chapter or any other provision of NRS pertaining to the duties
of a registered agent as the Secretary of State deems necessary or appropriate
to determine whether a violation of this chapter or any other provision of NRS
pertaining to the duties of a registered agent has been violated.
(Added to NRS by 2013, 833)
NRS 77.447 Penalties; notice of alleged violation; opportunity to correct
alleged violation.
1. A person who violates a provision of
this chapter is subject to a civil penalty of not more than $500, to be
recovered in a civil action brought in the district court in the county in
which the person’s principal place of business is located or in the district
court of Carson City. The court may reduce the amount of the civil penalty
imposed by the Secretary of State if the court determines that the amount of
the civil penalty is disproportionate to the violation.
2. Except as otherwise provided in
subsection 3, before filing a civil action to recover a civil penalty pursuant
to subsection 1, if the person who allegedly violated a provision of this
chapter has not been issued a written notice of a violation of this chapter
within the immediately preceding 3 years, the Secretary of State must provide
to the person written notice of the alleged violation and 10 business days to
correct the alleged violation. The Secretary of State may provide a greater
period to correct the alleged violation as the Secretary of State deems
appropriate.
3. If a person who allegedly violated a
provision of this chapter engaged in conduct in the course of acting as a
registered agent that was intended to deceive or defraud the public or to
promote illegal activities, the Secretary of State may take any or all of the
following actions:
(a) File a civil action pursuant to subsection 1
without providing the notice and the opportunity to correct the alleged
violation required by subsection 2.
(b) Deny or revoke the person’s registration as a
commercial registered agent.
(c) Issue an order requiring the person to comply
with the provisions of this chapter.
(d) Refuse to accept filings for entities for
which the person serves as registered agent.
(Added to NRS by 2013, 834)
MISCELLANEOUS PROVISIONS
NRS 77.450 Consistency of application. In
applying and construing this chapter, consideration must be given to the need
to promote consistency of the law with respect to its subject matter among
states that enact it.
(Added to NRS by 2007, 2638)
NRS 77.460 Relation to Electronic Signatures in Global and National
Commerce Act. This chapter
modifies, limits and supersedes the federal Electronic Signatures in Global and
National Commerce Act, 15 U.S.C. §§ 7001 et seq., but does not modify, limit or
supersede Section 101(c) of that Act, 15 U.S.C. § 7001(c), or authorize
electronic delivery of any of the notices described in Section 103(b) of that
Act, 15 U.S.C. § 7003(b).
(Added to NRS by 2007, 2638)
