[Rev. 2/10/2015 4:09:45
PM--2014R2]
CHAPTER 89 - PROFESSIONAL ENTITIES AND
ASSOCIATIONS
GENERAL PROVISIONS
NRS 89.010 Short
title.
NRS 89.020 Definitions.
NRS 89.022 Prohibition
against formation of entity for certain illegal purposes.
NRS 89.023 Form
required for filing of records.
NRS 89.025 Fees.
NRS 89.027 Filing
of records written in language other than English.
NRS 89.028 Secretary
of State authorized to adopt certain regulations to allow professional entity
or professional association to carry out powers and duties through most recent
technology.
PROFESSIONAL ENTITIES
NRS 89.030 Applicability
of chapters 78 and 86 of NRS.
NRS 89.040 Filing
requirements; required provisions of articles; name.
NRS 89.045 List
or statement to be maintained at registered office or principal place of
business; requirement to assist in criminal investigation; failure to comply;
regulations.
NRS 89.050 Scope
of business; property and investments; professional services by officers and
employees.
NRS 89.060 Professional
relationship preserved.
NRS 89.070 Restrictions
on ownership and transfer of shares.
NRS 89.080 Duties
upon legal disqualification of officer, stockholder, director, member, manager
or employee; qualifications of officer, director or manager; death of owner
whose interest is in revocable trust.
NRS 89.100 Authority
of regulating boards not affected.
NRS 89.110 Scope
of authority.
PROFESSIONAL ASSOCIATIONS
NRS 89.200 Inapplicability
of chapter 87 of NRS.
NRS 89.210 Filing
requirements; name of association.
NRS 89.215 Penalty
for purporting to do business as professional association without filing
articles of association; enforcement; regulations.
NRS 89.220 Professional
relationship preserved.
NRS 89.230 Restrictions
on membership and rendering of professional services.
NRS 89.240 Duties
upon legal disqualification of member or employee; redemption of and
restrictions on transfer and ownership of member’s interest.
NRS 89.250 Annual
list: Filing requirements; fees; regulations.
NRS 89.251 List
or statement to be maintained at registered office or principal place of
business; requirement to assist in criminal investigation; failure to comply;
regulations.
NRS 89.252 Defaulting
associations: Identification; penalty.
NRS 89.254 Defaulting
associations: Duties of Secretary of State; forfeiture of right to transact
business; assets held in trust; distribution of assets.
NRS 89.256 Defaulting
associations: Conditions and procedure for reinstatement.
NRS 89.260 Authority
of regulating boards not affected.
NRS 89.270 Scope
of authority.
_________
GENERAL PROVISIONS
NRS 89.010 Short title. This
chapter is known and may be cited as the Professional Entities and Associations
Act.
(Added to NRS by 1963, 865; A 1969, 519)
NRS 89.020 Definitions. As
used in this chapter, unless the context requires otherwise:
1. “Articles” means either the articles of
incorporation of a professional corporation or the articles of organization of
a professional limited-liability company.
2. “Employee” means a person licensed or
otherwise legally authorized to render professional service within this State
who renders such service through a professional entity or a professional
association, but does not include clerks, bookkeepers, technicians or other persons
who are not usually considered by custom and practice of the profession to be
rendering professional services to the public.
3. “Licensed” means legally authorized by
the appropriate regulating board of this State to engage in a regulated
profession in this State.
4. “Owner” means the owner of stock in a
professional corporation or the owner of a member’s interest, as defined in NRS 86.091, in a professional
limited-liability company.
5. “Owner’s interest” means the stock of a
professional corporation or a member’s interest, as defined in NRS 86.091, of a professional
limited-liability company.
6. “Professional association” means a
common-law association of two or more persons licensed or otherwise legally
authorized to render professional service within this State when created by
written articles of association which contain in substance the following
provisions characteristic of corporate entities:
(a) The death, insanity, bankruptcy, retirement,
resignation, expulsion or withdrawal of any member of the association does not
cause its dissolution.
(b) The authority to manage the affairs of the
association is vested in a board of directors or an executive board or
committee, elected by the members of the association.
(c) The members of the association are employees
of the association.
(d) Members’ ownership is evidenced by
certificates.
7. “Professional corporation” means a
corporation organized under this chapter to render a professional service.
8. “Professional entity” means either a
professional corporation or a professional limited-liability company.
9. “Professional limited-liability
company” means a limited-liability company organized pursuant to this chapter
to render professional service.
10. “Professional service” means any type
of personal service which may legally be performed only pursuant to a license,
certificate of registration or other legal authorization.
11. “Regulating board” means the body
which regulates and authorizes the admission to the profession which a professional
entity or a professional association is authorized to perform.
(Added to NRS by 1963, 865; A 1969, 519; 1995, 2117; 2003, 3159; 2007, 2432; 2011, 2811)
NRS 89.022 Prohibition against formation of entity for certain illegal
purposes. A person shall not form
an entity pursuant to this chapter for any illegal purpose or with the
fraudulent intent to conceal any business activity, or lack thereof, from
another person or a governmental agency.
(Added to NRS by 2013, 896)
NRS 89.023 Form required for filing of records.
1. Each record filed with the Secretary of
State pursuant to this chapter must be on or accompanied by a form prescribed
by the Secretary of State.
2. The Secretary of State may refuse to
file a record which does not comply with subsection 1 or which does not contain
all of the information required by statute for filing the record.
3. If the provisions of the form
prescribed by the Secretary of State conflict with the provisions of any record
that is submitted for filing with the form:
(a) The provisions of the form control for all
purposes with respect to the information that is required by statute to appear
in the record in order for the record to be filed; and
(b) Unless otherwise provided in the record, the
provisions of the record control in every other situation.
4. The Secretary of State may by
regulation provide for the electronic filing of records with the Office of the
Secretary of State.
(Added to NRS by 2003,
20th Special Session, 111)
NRS 89.025 Fees. Except as
otherwise provided in NRS 89.200 to 89.270, inclusive, the fees set forth in NRS 78.755 to 78.785, inclusive, apply to professional
corporations and the fees set forth in NRS
86.561 apply to professional limited-liability companies.
(Added to NRS by 1995, 1139; A 2007, 2433; 2009, 1714)
NRS 89.027 Filing of records written in language other than English. No record which is written in a language other
than English may be filed or submitted for filing in the Office of the
Secretary of State pursuant to the provisions of this chapter unless it is
accompanied by a verified translation of that record into the English language.
(Added to NRS by 1995, 1137; A 2003, 3160)
NRS 89.028 Secretary of State authorized to adopt certain regulations to
allow professional entity or professional association to carry out powers and
duties through most recent technology. The
Secretary of State may adopt regulations to define, for the purposes of certain
provisions of this chapter, the terms “meeting,” “writing,” “written” and other
terms to allow a professional entity, professional association or other entity
which is subject to the provisions of this chapter to carry out its powers and
duties as prescribed by this chapter through the use of the most recent
technology available including, without limitation, the use of electronic
communications, videoconferencing and telecommunications.
(Added to NRS by 2011, 781)
PROFESSIONAL ENTITIES
NRS 89.030 Applicability of chapters 78
and 86 of NRS. The
laws applicable to other Nevada corporations organized under chapter 78 of NRS and limited-liability
companies organized under chapter 86 of NRS
and all rights, privileges and duties thereunder shall apply to professional
corporations and professional limited-liability companies, respectively, except
where such laws are in conflict with or inconsistent with the provisions of
this chapter. In case of conflict, the provisions of this chapter shall apply.
(Added to NRS by 1963, 865; A 2007, 2433)
NRS 89.040 Filing requirements; required provisions of articles; name.
1. One or more persons may organize a
professional entity in the manner provided for organizing a corporation
pursuant to chapter 78 of NRS or a
limited-liability company pursuant to chapter 86
of NRS. Each person organizing the professional entity must, except as otherwise
provided in subsection 2 of NRS 89.050, be
authorized to perform the professional service for which the professional
entity is organized. The articles must contain the following additional
information:
(a) The profession to be practiced by means of
the professional entity.
(b) The names and addresses, either residence or
business, of the original stockholders and directors of the professional
corporation or the original members and managers of the professional
limited-liability company.
(c) Except as otherwise provided in paragraphs
(d) and (e), a certificate from the regulating board of the profession to be
practiced showing that each of the directors, stockholders, managers or members
who is a natural person is licensed to practice the profession.
(d) For a professional entity organized pursuant
to this chapter and practicing pursuant to the provisions of NRS 623.349, a certificate from the
regulating board or boards of the profession or professions to be practiced
showing that control and two-thirds ownership of the professional entity is
held by persons registered or licensed pursuant to the applicable provisions of
chapter 623, 623A
or 625 of NRS. As used in this paragraph,
“control” has the meaning ascribed to it in NRS
623.349.
(e) For a professional entity formed pursuant to
subsection 5 of NRS 89.070, a certificate from the
State Bar of Nevada showing at least one stockholder or member who is a natural
person is admitted by the Supreme Court of the State of Nevada to practice law
as a member of the State Bar of Nevada.
2. The corporate name of a professional
corporation must contain the words “Professional Corporation” or the
abbreviation “Prof. Corp.,” “P.C.” or “PC,” or the word “Chartered” or the
abbreviation “Chtd.,” or “Limited” or the abbreviation “Ltd.” The corporate
name must contain the last name of one or more of its current or former
stockholders.
3. The name of a professional
limited-liability company must contain the words “Professional
Limited-Liability Company” or the abbreviations “Prof. L.L.C.,” “Prof. LLC,”
“P.L.L.C.,” “PLLC,” or the word “Chartered” or the abbreviation “Chtd.,” or
“Limited” or the abbreviation “Ltd.” The name of a professional
limited-liability company must contain the last name of one or more of its
current or former members.
4. The professional entity may render
professional services and exercise its authorized powers under a fictitious
name if the professional entity has first registered the name in the manner
required by chapter 602 of NRS.
(Added to NRS by 1963, 865; A 1969, 520; 1979, 122; 1987, 585; 1991, 323, 1305; 1995, 2118; 2001, 1780; 2003, 3160; 2003,
20th Special Session, 111; 2007, 2433; 2009, 1714)
NRS 89.045 List or statement to be maintained at registered office or
principal place of business; requirement to assist in criminal investigation;
failure to comply; regulations.
1. A professional entity shall maintain at
its registered office or principal place of business in this State:
(a) A current list of its owners of record; or
(b) A statement indicating where such a list is
maintained.
2. Upon the request of the Secretary of
State, the professional entity shall:
(a) Provide the Secretary of State with the name
and contact information of the custodian of the list described in subsection 1.
The information required pursuant to this paragraph shall be kept confidential
by the Secretary of State.
(b) Provide written notice to the Secretary of
State within 10 days after any change in the information contained in the list
described in subsection 1.
3. Upon the request of any law enforcement
agency in the course of a criminal investigation, the Secretary of State may
require a professional entity to:
(a) Submit to the Secretary of State, within 3
business days, a copy of the list required to be maintained pursuant to
subsection 1; or
(b) Answer any interrogatory submitted by the
Secretary of State that will assist in the criminal investigation.
4. If a professional entity fails to
comply with any requirement pursuant to subsection 3, the Secretary of State
may take any action necessary, including, without limitation, the suspension or
revocation of the corporate charter.
5. The Secretary of State shall not
reinstate or revive a charter that was revoked or suspended pursuant to
subsection 4 unless:
(a) The professional entity complies with the
requirements of subsection 3; or
(b) The law enforcement agency conducting the
investigation advises the Secretary of State to reinstate or revive the
corporate charter.
6. The Secretary of State may adopt
regulations to administer the provisions of this section.
(Added to NRS by 2007, 1335; A 2009, 2858)
NRS 89.050 Scope of business; property and investments; professional
services by officers and employees.
1. Except as otherwise provided in
subsection 2, a professional entity may be organized only for the purpose of
rendering one specific type of professional service and may not engage in any
business other than rendering the professional service for which it was
organized and services reasonably related thereto, except that a professional
entity may own real and personal property appropriate to its business and may
invest its money in any form of real property, securities or any other type of investment.
2. A professional entity may be organized
to render a professional service relating to:
(a) Architecture, interior design, residential
design, engineering and landscape architecture, or any combination thereof, and
may be composed of persons:
(1) Engaged in the practice of
architecture as provided in chapter 623 of
NRS;
(2) Practicing as a registered interior
designer as provided in chapter 623 of NRS;
(3) Engaged in the practice of residential
design as provided in chapter 623 of NRS;
(4) Engaged in the practice of landscape
architecture as provided in chapter 623A of
NRS; and
(5) Engaged in the practice of
professional engineering as provided in chapter
625 of NRS.
(b) Medicine, homeopathy and osteopathy, and may
be composed of persons engaged in the practice of medicine as provided in chapter 630 of NRS, persons engaged in the
practice of homeopathic medicine as provided in chapter
630A of NRS and persons engaged in the practice of osteopathic medicine as
provided in chapter 633 of NRS. Such a
professional entity may market and manage additional professional entities
which are organized to render a professional service relating to medicine,
homeopathy and osteopathy.
(c) Mental health services, and may be composed
of the following persons, in any number and in any combination:
(1) Any psychologist who is licensed to
practice in this State;
(2) Any social worker who holds a master’s
degree in social work and who is licensed by this State as a clinical social
worker;
(3) Any registered nurse who is licensed
to practice professional nursing in this State and who holds a master’s degree
in the field of psychiatric nursing;
(4) Any marriage and family therapist who
is licensed by this State pursuant to chapter 641A
of NRS; and
(5) Any clinical professional counselor
who is licensed by this State pursuant to chapter
641A of NRS.
Ê Such a
professional entity may market and manage additional professional entities
which are organized to render a professional service relating to mental health
services pursuant to this paragraph.
3. A professional entity may render a
professional service only through its officers, managers and employees who are
licensed or otherwise authorized by law to render the professional service.
(Added to NRS by 1963, 866; A 1969, 705; 1985, 585; 1991, 323, 1306; 1995, 353, 1704; 1997, 206; 2001, 1781; 2003, 435; 2007, 2434, 3077)
NRS 89.060 Professional relationship preserved. The
provisions of this chapter relating to professional entities do not modify any
law applicable to the relationship between a person furnishing professional
service and a person receiving such service, including liability arising out of
such professional service, but nothing contained in this section renders:
1. A person personally liable in tort for
any act in which the person has not personally participated.
2. A director, officer or employee of a
professional entity liable in contract for any contract which the director,
officer or employee signs on behalf of a professional entity within the limits
of his or her actual authority.
(Added to NRS by 1963, 866; A 1969, 521; 2003, 3160; 2007, 2435)
NRS 89.070 Restrictions on ownership and transfer of shares.
1. Except as otherwise provided in this
section and NRS 623.349:
(a) No professional entity may issue any of its owner’s
interest to anyone other than a natural person who is licensed to render the
same specific professional services as those for which the professional entity was
formed.
(b) No owner may enter into a voting trust
agreement or any other type of agreement vesting another person with the
authority to exercise the voting power of any or all of his or her owner’s
interest, unless the other person is licensed to render the same specific
professional services as those for which the professional entity was formed.
(c) No owner’s interest may be sold or
transferred except to a natural person who is eligible to be an owner or to the
personal representative or estate of a deceased or legally incompetent
stockholder. The personal representative or estate of the owner may continue to
own the owner’s interest for a reasonable period, but may not participate in
any decisions concerning the rendering of professional services.
Ê The articles,
bylaws or operating agreement of the professional entity may provide
specifically for additional restrictions on the transfer of an owner’s interest
and may provide for the redemption or purchase of the owner’s interest by the professional
entity, its owners or an eligible individual account plan complying with the
requirements of subsection 2 at prices and in a manner specifically set forth. An
owner may transfer his or her owner’s interest in the professional entity or
any other interest in the assets of the professional entity to a revocable
trust if the owner acts as trustee of the revocable trust and any person who
acts as cotrustee and is not licensed to perform the services for which the professional
entity was formed does not participate in any decisions concerning the
rendering of those services.
2. Except as otherwise provided in NRS 623.349, a person not licensed to
render the professional services for which the professional entity was formed may
own a beneficial interest in any of the assets, including an owner’s interest, held
for the person’s account by an eligible individual account plan sponsored by
the professional entity for the benefit of its employees, which is intended to
qualify under section 401 of the Internal Revenue Code, 26 U.S.C. § 401, if the
terms of the trust are such that the total number of shares which may be
distributed for the benefit of persons not licensed to render the professional
services for which the professional entity was formed is less than a controlling
interest and:
(a) The trustee of the trust is licensed to
render the same specific professional services as those for which the professional
entity was formed; or
(b) The trustee is not permitted to participate
in any decisions concerning the rendering of professional services in his or
her capacity as trustee.
Ê A trustee
who is individually an owner may participate in his or her individual capacity
as an owner, manager, director or officer in any decision.
3. Except as otherwise provided in subsection
4, a professional entity in which all the owners who are natural persons are
licensed to render the same specific professional service may acquire and hold an
owner’s interest in another professional entity or in a similar entity organized
pursuant to the corresponding law of another state, only if all the owners who
are natural persons of the professional entity whose stock is acquired are
licensed in that professional entity’s state of formation to render the same
specific professional service as the owners who are natural persons of the
professional entity that acquires the owner’s interest.
4. A professional entity practicing
pursuant to NRS 623.349 in which all
the owners are natural persons, regardless of whether or not the natural
persons are licensed to render the same specific professional service, may
acquire and hold an owner’s interest in another professional entity or in a
similar entity organized pursuant to the corresponding law of another state if
control and two-thirds ownership of the business organization or association
that is acquired is held by persons registered or licensed pursuant to the
applicable provisions of chapter 623, 623A or 625
of NRS. As used in this subsection, “control” has the meaning ascribed to it in
NRS 623.349.
5. An attorney may form a legal services
professional entity that is organized or incorporated in the State of Nevada
with one or more natural persons, each of whom is a member in good standing and
eligible to practice before the bar of any jurisdiction of the United States,
and such legal services entity may issue an owner’s interest to a natural
person who is a member in good standing and eligible to practice before the bar
of any jurisdiction of the United States provided that at least one attorney
admitted by the Supreme Court of the State of Nevada to practice law as a
member of the State Bar of Nevada owns an owner’s interest in the professional
entity.
6. Any act in violation of this section is
void and does not pass any rights or privileges or vest any powers, except to
an innocent person who is not an owner and who has relied on the effectiveness
of the action.
(Added to NRS by 1963, 866; A 1969, 521; 1977, 643; 1991, 1306; 1995, 2118; 2001, 1781; 2007, 2435; 2009, 1715)
NRS 89.080 Duties upon legal disqualification of officer, stockholder,
director, member, manager or employee; qualifications of officer, director or
manager; death of owner whose interest is in revocable trust.
1. If any officer, stockholder, director,
member, manager or employee of a professional entity organized under this
chapter who has been rendering professional service to the public becomes
legally disqualified to render such professional services within this State, he
or she shall sever within a reasonable period all professional service with and
financial interest in the professional entity, but this chapter does not
prevent a professional entity formed under this chapter from entering into a
contract with an employee which provides for severance pay or for compensation
for past services upon termination of professional service, whether by death or
otherwise.
2. Except as otherwise provided in NRS 623.349, a natural person may not be
an officer, director or manager of a professional entity formed under this
chapter unless the natural person is licensed to render the same specific
professional services as those for which the professional entity was formed.
3. Upon the death of an owner of a
professional entity who has transferred his or her interest in the professional
entity to a revocable trust as permitted by NRS 89.070,
the trustee of the revocable trust may continue to retain any interest so
transferred for a reasonable period, but may not exercise any authority
concerning the rendering of professional services and may not, except as
otherwise provided in NRS 623.349,
distribute the owner’s interest to any person not licensed to render the
services for which the professional entity was formed.
4. A professional entity’s failure to
require compliance with the provisions of this section is a ground for the
forfeiture of its charter.
(Added to NRS by 1963, 866; A 1969, 522; 1991, 1307; 1995, 2119; 2001, 1783; 2007, 2437)
NRS 89.100 Authority of regulating boards not affected. The provisions of this chapter relating to professional
entities do not bar the regulating board of any profession from taking any
action otherwise within its power, nor do they affect the rules of ethics or
practice of any profession.
(Added to NRS by 1963, 867; A 1969, 522; 2007, 2437)
NRS 89.110 Scope of authority. No
professional entity may do any act which is prohibited to be done by natural
persons licensed to practice the profession which the professional entity is
organized to practice.
(Added to NRS by 1963, 867; A 1995, 2120; 2007, 2438)
PROFESSIONAL ASSOCIATIONS
NRS 89.200 Inapplicability of chapter 87
of NRS. The provisions of chapter 87 of NRS do not apply to professional
associations.
(Added to NRS by 1969, 523; A 2005, 443)
NRS 89.210 Filing requirements; name of association.
1. Within 30 days after the organization
of a professional association under this chapter, the association shall file
with the Secretary of State a copy of the articles of association, duly signed,
and shall pay at that time a filing fee of $75. A copy of any amendments to the
articles of association must also be filed with the Secretary of State within
30 days after the adoption of such amendments. Each copy of amendments so filed
must be certified as true and correct and be accompanied by a filing fee of
$175.
2. The name of such a professional
association must contain the words “Professional Association,” “Professional
Organization” or the abbreviations “Prof. Ass’n” or “Prof. Org.” The
association may render professional services and exercise its authorized powers
under a fictitious name if the association has first registered the name in the
manner required under chapter 602 of NRS.
(Added to NRS by 1969, 523; A 1979, 123; 2001, 3190; 2003, 3160; 2003,
20th Special Session, 112)
NRS 89.215 Penalty for purporting to do business as professional
association without filing articles of association; enforcement; regulations.
1. Every person who is purporting to do
business in this State as a professional association and who willfully fails or
neglects to file with the Secretary of State articles of association is subject
to a fine of not less than $1,000 but not more than $10,000, to be recovered in
a court of competent jurisdiction.
2. When the Secretary of State is advised
that a person is subject to the fine described in subsection 1, the Secretary
of State may, as soon as practicable, refer the matter to the district attorney
of the county in which the person’s principal place of business is located or
the Attorney General, or both, for a determination of whether to institute
proceedings to recover the fine. The district attorney of the county in which
the person’s principal place of business is located or the Attorney General may
institute and prosecute the appropriate proceedings to recover the fine. If the
district attorney or the Attorney General prevails in a proceeding to recover
the fine described in subsection 1, the district attorney or the Attorney
General is entitled to recover the costs of the proceeding, including, without
limitation, the cost of any investigation and reasonable attorney’s fees.
3. In the course of an investigation of a
violation of this section, the Secretary of State may require a person to
answer any interrogatory submitted by the Secretary of State that will assist
in the investigation.
4. The Secretary of State may adopt
regulations to administer the provisions of this section.
(Added to NRS by 2009, 1714;
A 2013, 896)
NRS 89.220 Professional relationship preserved. The
provisions of this chapter relating to professional associations do not modify
any law applicable to the relationship between a person furnishing professional
service and a person receiving such service, including liability arising out of
such professional service, but:
1. A member or employee of a professional
association shall not be personally liable in tort for any act in which the
member or employee has not personally participated.
2. A member or employee of a professional
association shall not be personally liable in contract for any contract which
the member or employee signs on behalf of a professional association within the
limits of his or her actual authority.
(Added to NRS by 1969, 523; A 2003, 3161)
NRS 89.230 Restrictions on membership and rendering of professional
services. Except as otherwise
provided in NRS 623.349, members who
organize a professional association must all be natural persons licensed to
render the same specific professional services as those for which the
professional association is organized. Except as otherwise provided by law, a
professional association may render professional service only through its
members and employees who are licensed or otherwise authorized by law to render
the professional service.
(Added to NRS by 1969, 523; A 1995, 2120; 2001, 1783)
NRS 89.240 Duties upon legal disqualification of member or employee;
redemption of and restrictions on transfer and ownership of member’s interest.
1. If any member or employee of a
professional association who has been rendering professional service to the
public becomes legally disqualified to render the professional service within
this State, the member or employee shall sever within a reasonable period all
professional service with and financial interest in the association; but this
chapter does not prevent a professional association from entering into a
contract with a member or employee which provides for severance pay or for
compensation for past services upon termination of professional service,
whether by death or otherwise. Upon the death of a member of the association
who has transferred his or her interest in the association to a revocable trust
as permitted by subsection 2, the trustee of the revocable trust may continue
to retain any interest so transferred for a reasonable period, but may not
exercise any authority concerning the rendering of professional services and
may not, except as otherwise provided in NRS
623.349, distribute the interest in the association or its assets to any
person not licensed to render the services for which the association was
organized.
2. Except as otherwise authorized by NRS 623.349, a membership interest in a
professional association may not be sold or transferred except to a natural
person who is eligible to be a member of the association or to the personal
representative or estate of a deceased or legally incompetent member, except as
provided in this subsection. The personal representative of such a member may
continue to own such interest for a reasonable period, but may not participate
in any decisions concerning the rendering of professional service. A member may
transfer his or her interest in the association or any other interest in the
assets of the association to a revocable trust if the member acts as trustee of
the revocable trust and any person who acts as cotrustee and is not licensed to
perform the services for which the association is organized does not participate
in any decisions concerning the rendering of those professional services.
3. The articles of association may provide
specifically for additional restrictions on the transfer of members’ interests
and may provide for the redemption or purchase of such an interest by the
association or its other members at prices and in a manner specifically set
forth in the articles.
(Added to NRS by 1969, 523; A 1991, 1308; 1995, 2120; 2001, 1783)
NRS 89.250 Annual list: Filing requirements; fees; regulations.
1. Except as otherwise provided in
subsection 2, a professional association shall, on or before the last day of
the first month after the filing of its articles of association with the
Secretary of State or, if the professional association has selected an
alternative due date pursuant to subsection 7, on or before that alternative
due date, and annually thereafter on or before the last day of the month in
which the anniversary date of its organization occurs in each year or, if
applicable, on or before the last day of the month in which the anniversary
date of the alternative due date occurs in each year, file with the Secretary
of State a list showing the names and addresses, either residence or business,
of all members and employees in the professional association and certifying
that all members and employees are licensed to render professional service in
this State.
2. A professional association organized
and practicing pursuant to the provisions of this chapter and NRS 623.349 shall, on or before the last
day of the first month after the filing of its articles of association with the
Secretary of State or, if the professional association has selected an
alternative due date pursuant to subsection 7, on or before that alternative
due date, and annually thereafter on or before the last day of the month in
which the anniversary date of its organization occurs in each year or, if
applicable, on or before the last day of the month in which the anniversary
date of the alternative due date occurs in each year, file with the Secretary
of State a list:
(a) Showing the names and addresses, either
residence or business, of all members and employees of the professional
association who are licensed or otherwise authorized by law to render
professional service in this State;
(b) Certifying that all members and employees who
render professional service are licensed or otherwise authorized by law to
render professional service in this State; and
(c) Certifying that all members who are not
licensed to render professional service in this State do not render professional
service on behalf of the professional association except as authorized by law.
3. Each list filed pursuant to this
section must be:
(a) Made on a form furnished by the Secretary of
State and must not contain any fiscal or other information except that
expressly called for by this section.
(b) Signed by the chief executive officer of the
professional association or by some other person specifically authorized by the
chief executive officer to sign the list.
(c) Accompanied by a declaration under penalty of
perjury that:
(1) The professional association has
complied with the provisions of chapter 76 of
NRS;
(2) The professional association
acknowledges that pursuant to NRS 239.330,
it is a category C felony to knowingly offer any false or forged instrument for
filing in the Office of the Secretary of State; and
(3) None of the members or employees
identified in the list has been identified in the list with the fraudulent
intent of concealing the identity of any person or persons exercising the power
or authority of a member or employee in furtherance of any unlawful conduct.
4. Upon filing:
(a) The initial list required by this section,
the professional association shall pay to the Secretary of State a fee of $125.
(b) Each annual list required by this section,
the professional association shall pay to the Secretary of State a fee of $125.
5. A person who files with the Secretary
of State an initial list or annual list required by this section which
identifies a member or an employee of a professional association with the
fraudulent intent of concealing the identity of any person or persons
exercising the power or authority of a member or employee in furtherance of any
unlawful conduct is subject to the penalty set forth in NRS 225.084.
6. For the purposes of this section, a
person is not deemed to exercise actual control of the daily operations of a
professional association based solely on the fact that the person holds an
ownership interest in the professional association.
7. The Secretary of State may allow a
professional association to select an alternative due date for filing the
initial list required by this section.
8. The Secretary of State may adopt
regulations to administer the provisions of subsection 7.
(Added to NRS by 1969, 524; A 1995, 1139; 1999, 1625; 2001, 101, 1784, 2725, 3190; 2003, 194, 3161; 2003,
20th Special Session, 112, 187; 2005, 2270; 2009, 2045;
2013, 896)
NRS 89.251 List or statement to be maintained at registered office or
principal place of business; requirement to assist in criminal investigation;
failure to comply; regulations.
1. A professional association shall
maintain at its registered office or principal place of business in this State:
(a) A current list of each member; or
(b) A statement indicating where such a list is
maintained.
2. Upon the request of the Secretary of
State, the professional association shall:
(a) Provide the Secretary of State with the name
and contact information of the custodian of the list described in subsection 1.
The information required pursuant to this paragraph shall be kept confidential
by the Secretary of State.
(b) Provide written notice to the Secretary of
State within 10 days after any change in the information contained in the list
described in subsection 1.
3. Upon the request of any law enforcement
agency in the course of a criminal investigation, the Secretary of State may
require a professional association to:
(a) Submit to the Secretary of State, within 3
business days, a copy of the list required to be maintained pursuant to
subsection 1; or
(b) Answer any interrogatory submitted by the
Secretary of State that will assist in the criminal investigation.
4. If a professional association fails to
comply with any requirement pursuant to subsection 3, the Secretary of State
may take any action necessary, including, without limitation, the suspension or
revocation of the articles of association.
5. The Secretary of State shall not
reinstate or revive articles of association that were revoked or suspended
pursuant to subsection 4 unless:
(a) The professional association complies with
the requirements of subsection 3; or
(b) The law enforcement agency conducting the
investigation advises the Secretary of State to reinstate or revive the
articles of association.
6. The Secretary of State may adopt regulations
to administer the provisions of this section.
(Added to NRS by 2007, 1335; A 2009, 2858)
NRS 89.252 Defaulting associations: Identification; penalty.
1. Each professional association that is
required to make a filing and pay the fee prescribed in NRS
89.250 but refuses to do so within the time provided is in default.
2. For default, there must be added to the
amount of the fee a penalty of $75. The fee and penalty must be collected as
provided in this chapter.
(Added to NRS by 1995, 1138; A 2001, 3191; 2003,
20th Special Session, 113)
NRS 89.254 Defaulting associations: Duties of Secretary of State;
forfeiture of right to transact business; assets held in trust; distribution of
assets.
1. The Secretary of State shall provide
written notice to each professional association which is in default pursuant to
the provisions of NRS 89.252. The written notice:
(a) Must include a statement indicating the
amount of the filing fee, penalties incurred and costs remaining unpaid.
(b) At the request of the professional
association, may be provided electronically.
2. On the first day of the first
anniversary of the month following the month in which the filing was required,
the articles of association of the professional association are revoked and its
right to transact business is forfeited.
3. The Secretary of State shall compile a
complete list containing the names of all professional associations whose right
to transact business has been forfeited.
4. The Secretary of State shall forthwith
notify each professional association specified in subsection 3 by providing
written notice of the forfeiture of its right to transact business. The written
notice:
(a) Must include a statement indicating the
amount of the filing fee, penalties incurred and costs remaining unpaid.
(b) At the request of the professional
association, may be provided electronically.
5. If the articles of association of a
professional association are revoked and the right to transact business is
forfeited, all the property and assets of the defaulting professional
association must be held in trust by its members, as for insolvent
corporations, and the same proceedings may be had with respect to its property
and assets as apply to insolvent corporations. Any interested person may
institute proceedings at any time after a forfeiture has been declared, but, if
the Secretary of State reinstates the articles of association, the proceedings
must be dismissed and all property restored to the members of the professional
association.
6. If the assets of the professional
association are distributed, they must be applied to:
(a) The payment of the filing fee, penalties and
costs due to the State; and
(b) The payment of the creditors of the
professional association.
Ê Any balance
remaining must be distributed as set forth in the articles of association or,
if no such provisions exist, among the members of the professional association.
(Added to NRS by 1995, 1138; A 2003,
20th Special Session, 113)
NRS 89.256 Defaulting associations: Conditions and procedure for
reinstatement.
1. Except as otherwise provided in
subsections 3 and 4 and NRS 89.251, the Secretary
of State shall reinstate any professional association which has forfeited its
right to transact business under the provisions of this chapter and restore the
right to carry on business in this State and exercise its privileges and
immunities if it:
(a) Files with the Secretary of State:
(1) The list and certification required by
NRS 89.250;
(2) The information required pursuant to NRS 77.310; and
(3) A declaration under penalty of
perjury, on a form provided by the Secretary of State, that the reinstatement
is authorized by a court of competent jurisdiction in this State or by the duly
selected chief executive officer of the professional association; and
(b) Pays to the Secretary of State:
(1) The filing fee and penalty set forth
in NRS 89.250 and 89.252
for each year or portion thereof during which the articles of association have
been revoked; and
(2) A fee of $300 for reinstatement.
2. When the Secretary of State reinstates
the professional association, the Secretary of State shall issue to the
professional association a certificate of reinstatement if the professional
association:
(a) Requests a certificate of reinstatement; and
(b) Pays the required fees pursuant to subsection
7 of NRS 78.785.
3. The Secretary of State shall not order
a reinstatement unless all delinquent fees and penalties have been paid, and
the revocation of the articles of association occurred only by reason of the failure
to pay the fees and penalties.
4. If the articles of association of a
professional association have been revoked pursuant to the provisions of this
chapter and have remained revoked for 10 consecutive years, the articles must
not be reinstated.
5. A reinstatement pursuant to this
section relates back to the date on which the professional association
forfeited its right to transact business under the provisions of this chapter
and reinstates the professional association’s right to transact business as if
such right had at all times remained in full force and effect.
(Added to NRS by 1995, 1138; A 2001, 3191; 2003,
20th Special Session, 114; 2005, 2271; 2007, 1336, 2438, 2701; 2013, 897)
NRS 89.260 Authority of regulating boards not affected. The provisions of this chapter relating to
professional associations do not bar the regulating board of any profession
from taking any action otherwise within its power, nor do they affect the rules
of ethics or practice of any profession.
(Added to NRS by 1969, 524)
NRS 89.270 Scope of authority. No
professional association may do any act which is prohibited to be done by
natural persons licensed to practice the profession which the professional
association is organized to practice.
(Added to NRS by 1969, 524; A 1995, 2121)
