Nrs: Chapter 77 - Model Registered Agents Act

Link to law: https://www.leg.state.nv.us/NRS/NRS-077.html
Published: 2015

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[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)